Energy Transfer 2012 Annual Report Download - page 179

F - 34
Sunoco Logistics Credit Facilities
Sunoco Logistics maintains two credit facilities to fund the Partnership’s working capital requirements, finance acquisitions
and capital projects and for general partnership purposes. The credit facilities consist of a $350 million unsecured credit
facility which expires in August 2016 (the “$350 million Credit Facility”) and a $200 million unsecured credit facility which
expires in August 2013 (the “$200 million Credit Facility”). Outstanding borrowings under $350 million Credit Facility and
$200 million Credit Facility were $93 million and $26 million, respectively, at December 31, 2012.
In May 2012, Sunoco Logistics' West Texas Gulf entered into a $35 million revolving credit facility (the “$35 million Credit
Facility”) which expires in April 2015. The facility is available to fund West Texas Gulf’s general corporate purposes including
working capital and capital expenditures. Outstanding borrowings under this credit facility were $20 million at December 31,
2012.
Covenants Related to Our Credit Agreements
Covenants Related to ETP
The agreements relating to the ETP Senior Notes contain restrictive covenants customary for an issuer with an investment-
grade rating from the rating agencies, which covenants include limitations on liens and a restriction on sale-leaseback
transactions.
The credit agreement relating to the ETP Credit Facility contains covenants that limit (subject to certain exceptions) the
Partnership’s and certain of the Partnership’s subsidiaries’ ability to, among other things:
• incur indebtedness;
• grant liens;
• enter into mergers;
• dispose of assets;
• make certain investments;
• make Distributions (as defined in such credit agreement) during certain Defaults (as defined in such credit agreement)
and during any Event of Default (as defined in such credit agreement);
• engage in business substantially different in nature than the business currently conducted by the Partnership and its
subsidiaries;
• engage in transactions with affiliates; and
• enter into restrictive agreements.
The credit agreement relating to the ETP Credit Facility also contains a financial covenant that provides that the Leverage
Ratio, as defined in the ETP Credit Facility, shall not exceed 5.0 to 1 as of the end of each quarter, with a permitted increase
to 5.5 to 1 during a Specified Acquisition Period, as defined in the ETP Credit Facility.
The agreements relating to the Transwestern senior notes contain certain restrictions that, among other things, limit the
incurrence of additional debt, the sale of assets and the payment of dividends and specify a maximum debt to capitalization
ratio.
Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities could require us to
pay debt balances prior to scheduled maturity and could negatively impact the Operating Companies’ ability to incur additional
debt and/or our ability to pay distributions.
We were in compliance with all requirements, tests, limitations, and covenants related to our debt agreements as of
December 31, 2012.
Covenants Related to Southern Union
Southern Union is not party to any lending agreement that would accelerate the maturity date of any obligation due to a failure
to maintain any specific credit rating, nor would a reduction in any credit rating, by itself, cause an event of default under any
of Southern Union’s lending agreements. Financial covenants exist in certain of Southern Union’s debt agreements that require
Southern Union to maintain a certain level of net worth, to meet certain debt to total capitalization ratios and to meet certain
ratios of earnings before depreciation, interest and taxes to cash interest expense. A failure by Southern Union to satisfy any
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