SCHEDULE 3.12 Subsidiaries

Reference is made to that certain Letter of Credit Agreement, dated as of September 3, 2014 (such Letter of Credit Agreement, as the same may be amended, amended and restated, supplemented or otherwise modified, the "Agreement") by and among Nustar Logistics, L.P. and Nustar Energy L.P., both Delaware limited partnerships (together the "Nustar Parties"), the lenders from time to time a party thereto (the "Lenders"), and The Bank of Tokyo Mitsubishi UFJ, Ltd. as Issuing Bank and Administrative Agent (the "Agent").

Whereas the Agreement was entered into as of September 3, 2014,was amended as of November 3, 2014 and was originally intended to expire as of September 2, 2015, and whereas the Lenders, the NuStar Parties and the Agent mutually wish to extend the expiry of the Agreement until September 2, 2016, now therefore, for good and reasonable consideration, the sufficiency of which is hereby acknowledged, the term "Maturity Date" as set forth in the Agreement is hereby amended to read "September 2, 2016" and Schedule 3.12 to the Agreement is hereby deleted in its entirety and replaced with Schedule 3.12 attached hereto.

No other provision of the Agreement is amended by this letter. The NuStar Parties hereby confirm that the Agreement remains in full force and effect as amended hereby, and that all obligations of such NuStar parties set forth therein are ratified and reconfirmed. The execution, delivery and effectiveness of this letter shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Documents, nor constitute a waiver of any provision of any of the Documents.