Sunoco 2012 Annual Report Download - page 31

A unitholder may not have limited liability if a state or federal court finds that we are not in compliance with
the applicable statutes or that unitholder action constitutes control of our business.
The limitations on the liability of holders of limited partner interests for the obligations of a limited
partnership have not been clearly established in some states. A unitholder could be held liable in some
circumstances for our obligations to the same extent as a general partner if a state or federal court determined
that:
• we had been conducting business in any state without complying with the applicable limited
partnership statute; or
• the right or the exercise of the right by the unitholders as a group to remove or replace our general
partner, to approve some amendments to the partnership agreement, or to take other action under the
partnership agreement constituted participation in the “control” of our business.
Under applicable state law, our general partner has unlimited liability for our obligations, including our
debts and environmental liabilities, if any, except for our contractual obligations that are expressly made without
recourse to our general partner.
In addition, Section 17-607 of the Delaware Revised Uniform Limited Partnership Act provides that under
some circumstances a unitholder may be liable to us for the amount of a distribution for a period of three years
from the date of the distribution.
RISKS RELATED TO OUR DEBT
References under this heading to “we,” “us,” and “our” mean Sunoco Logistics Partners Operations L.P. or
Sunoco Partners Marketing & Terminals L.P.
We may not be able to obtain funding, or obtain funding on acceptable terms, to meet our future capital needs.
Global market and economic conditions have been, and continue to be volatile. The debt and equity capital
markets have been impacted by, among other things, significant write-offs in the financial services sector and the
re-pricing of credit risk in the broadly syndicated market.
As a result, the cost of raising money in the debt and equity capital markets could be higher and the
availability of funds from those markets could be diminished if we seek access to those markets. Accordingly, we
cannot be certain that additional funding will be available if needed and to the extent required, on acceptable
terms. If additional funding is not available when needed, or is available only on unfavorable terms, we may be
unable to implement our business plan, enhance our existing business, complete acquisitions or otherwise take
advantage of business opportunities or respond to competitive pressures, any of which could have a material
adverse effect on our revenues and results of operations.
Restrictions in our debt agreements may prevent us from engaging in some beneficial transactions or paying
distributions to unitholders.
As of December 31, 2012, our total outstanding indebtedness was $1.59 billion excluding net unamortized
fair value adjustments. Our payment of principal and interest on the debt will reduce the cash available for
distribution on our units, as will our obligation to repurchase the senior notes upon the occurrence of specified
events involving a change in control of our general partner. In addition, we are prohibited by our credit facilities
and the senior notes from making cash distributions during an event of default, or if the payment of a distribution
would cause an event of default, under any of our debt agreements. Our leverage and various limitations in our
credit facilities and our senior notes may reduce our ability to incur additional debt, engage in some transactions,
and capitalize on acquisition or other business opportunities. Any subsequent refinancing of our current debt or
any new debt could have similar or greater restrictions.
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