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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-31219
SUNOCO LOGISTICS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
Delaware 23-3096839
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1818 Market Street, Suite 1500, Philadelphia, PA 19103
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (866) 248-4344
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Units representing limited partnership interests New York Stock Exchange
Senior Notes 8.75%, due February 15, 2014 New York Stock Exchange
Senior Notes 6.125%, due May 15, 2016 New York Stock Exchange
Senior Notes 5.50%, due February 15, 2020 New York Stock Exchange
Senior Notes 4.65%, due February 15, 2022 New York Stock Exchange
Senior Notes 3.45%, due January 15, 2023 New York Stock Exchange
Senior Notes 6.85%, due February 15, 2040 New York Stock Exchange
Senior Notes 6.10%, due February 15, 2042 New York Stock Exchange
Senior Notes 4.95%, due January 15, 2043 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of
this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "large accelerated filer," "accelerated filer," "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting comp
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate value of the Common Units held by non-affiliates of the registrant (treating all executive officers and directors of the registrant and holders
of 10 percent or more of the Common Units outstanding (including the General Partner of the registrant, Sunoco Partners LLC, as if they may be affiliates of
the registrant)) was $4.5 billion as of June 28, 2013, based on $63.95 per unit, the closing price of the Common Units as reported on the New York Stock
Exchange on that date. At February 26, 2014, the number of the registrant’s Common Units outstanding were 103,974,752.
DOCUMENTS INCORPORATED BY REFERENCE: NONE

Table of contents

  • Page 1
    ... General Partner of the registrant, Sunoco Partners LLC, as if they may be affiliates of the registrant)) was $4.5 billion as of June 28, 2013, based on $63.95 per unit, the closing price of the Common Units as reported on the New York Stock Exchange on that date. At February 26, 2014, the number of...

  • Page 2
    ... AND CORPORATE GOVERNANCE EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITYHOLDER MATTERS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE PRINCIPAL ACCOUNTING FEES AND SERVICES EXHIBITS AND FINANCIAL STATEMENT...

  • Page 3
    ... for crude oil, refined petroleum products and NGLs we buy and sell; An increase in the competition encountered by our terminals, pipelines and crude oil and refined products acquisition and marketing operations; Changes in the financial condition or operating results of joint ventures or other...

  • Page 4
    ... from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. We undertake no obligation to update publicly any forward-looking statement, whether as a result of new information or future events. 2

  • Page 5
    ...a publicly traded Delaware limited partnership that owns and operates a logistics business, consisting of a geographically diverse portfolio of complementary pipeline, terminalling, and acquisition and marketing assets which are used to facilitate the purchase and sale of crude oil, refined products...

  • Page 6
    ... one of the largest purchasers of crude oil from producers in the state, and our crude oil acquisition and marketing business is the primary shipper on our Oklahoma system. In the third quarter 2013, we entered into an agreement to form SunVit Pipeline LLC ("SunVit"), a joint venture with Vitol, Inc...

  • Page 7
    ... or transported via truck to our pipeline or to a third party's pipeline. The trucking services are performed either by our truck fleet or a third-party trucking operation. Crude oil purchasers who buy from producers compete on the basis of price and the ability to provide highly responsive services...

  • Page 8
    ... mid-continent United States with the majority located on our pipeline system. Approximately 400 crude oil truck drivers are employed by an affiliate of our general partner and we own and operate a proprietary fleet of approximately 300 crude oil transport trucks. The crude oil truck drivers pick up...

  • Page 9
    ...are equipped with automated truck loading equipment that is operational 24 hours a day. This automated system provides controls over allocations, credit, and carrier certification. Our refined products terminals derive revenues from terminalling fees paid by customers. A fee is charged for receiving...

  • Page 10
    ... of prices. Nederland Terminal The Nederland Terminal, which is located on the Sabine-Neches waterway between Beaumont and Port Arthur, Texas, is a large marine terminal providing storage and distribution services for refiners and other large transporters of crude oil. The terminal receives, stores...

  • Page 11
    ... Creek receives crude oil from the Fort Mifflin Terminal and Hog Island Wharf via our pipelines. The tank farm then stores the crude oil and transports it to the Philadelphia refinery via our pipelines. The table below summarizes the average daily number of barrels of crude oil and refined products...

  • Page 12
    ...Toledo, Ohio to Sarnia, Canada pipeline system and for the storage of liquefied petroleum gases ("LPGs") from Canada and a refinery in Toledo, which was sold by Sunoco to PBF Holding Company LLC in the first quarter 2011. The terminal can receive and ship LPGs in both directions at the same time and...

  • Page 13
    ... the years presented. Average shipments represent the average revenue-generating pipeline throughput: Year Ended December 31, 2013 2012 2011 Pipeline throughput (thousands of bpd) (1) (2) (1)(2) 571 582 522 Excludes amounts attributable to equity ownership interests in corporate joint ventures...

  • Page 14
    ... from its refining business in 2012, Sunoco continues to operate its retail marketing network and we expect that Sunoco will continue to utilize our Refined Products Pipelines as an efficient means to meet its retail marketing demand. For further information on the impact, see Item 7. "Management...

  • Page 15
    ... by 10 percent each year through the thirtieth year following the IPO date. In addition, this indemnification applies to the following, purchased from Sunoco subsequent to the IPO: interests in the Mesa Pipeline System, Mid-Valley, West Texas Gulf and Inland, as well as the Eagle Point tank farm and...

  • Page 16
    ... of operations, financial position or expected cash flows. Environmental Remediation Contamination resulting from releases of refined products and crude oil is not unusual within the petroleum pipeline industry. Historic releases along our pipelines, gathering systems, and terminals as a result...

  • Page 17
    ...not material in relation to our operations, financial position or cash flows at December 31, 2013. We have implemented an extensive inspection program to prevent releases of crude oil, refined products or NGLs into the environment from our pipelines, gathering systems, and terminals. Any damages and...

  • Page 18
    .... (e) Available Information We make available, free of charge on our website, www.sunocologistics.com, periodic reports that we file with the Securities Exchange Commission ("SEC"), including our annual report on Form 10-K, quarterly reports on Form 10-Q and amendments to those reports, as soon as...

  • Page 19
    ... actually occur, our business, results of operations, financial condition and cash flows as well as any related benefits of owning our securities, could be materially and adversely affected. On October 5, 2012, Sunoco, Inc. ("Sunoco") was acquired by Energy Transfer Partners, L.P. ("ETP"). Prior to...

  • Page 20
    ... for a sustained period of time could have a material adverse effect on our results of operations, financial position, or cash flows. Similarly, our crude oil and refined products acquisition and marketing businesses are dependent upon our and third-party pipelines to transport their products. Any...

  • Page 21
    ... results of operations, financial position, or cash flows. Mergers among our customers and competitors could result in lower volumes being shipped on our pipelines or products stored in or distributed through our terminals, or reduced crude oil marketing margins or volumes. Mergers between existing...

  • Page 22
    ..., through the Office of Pipeline Safety, has promulgated rules requiring pipeline operators to develop integrity management programs to comprehensively evaluate their pipelines, and take measures to protect pipeline segments located in what the rule refers to as "high consequence areas." Activities...

  • Page 23
    ... our crude oil or refined products transportation and storage services, and result in increased compliance costs, reduced volumes or additional operating restrictions. Terrorist attacks aimed at our facilities could adversely affect our business. The U.S. government has issued warnings that energy...

  • Page 24
    ... and operate certain of our pipelines and related facilities on land owned by third parties and governmental agencies for a specific period of time. Our loss of these rights, through our inability to renew rights-of-way contracts on acceptable terms, or increased costs to renew such rights could...

  • Page 25
    ... if our information systems fail, causing increased expenses and/or loss of sales. Our business is highly dependent on financial, accounting and other data processing systems and other communications and information systems. We process a large number of transactions on a daily basis and rely upon...

  • Page 26
    ...cause us to borrow funds in order to make cash distributions, even where the purpose or effect of the borrowing benefits the general partner or its affiliates. ETP is the controlling owner of our general partner and also owns 32.2 percent of our limited partnership interests and all of our IDRs. Our...

  • Page 27
    ... 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. We may not be able to obtain funding, or obtain funding on acceptable terms, to meet our future capital needs. Global market...

  • Page 28
    ... to accumulate cash, which may limit cash available to service our debt or to repay debt at maturity. Our partnership agreement requires us to distribute 100 percent of our available cash to our general partner and Sunoco Logistics Partners L.P. within 45 days following the end of every quarter. The...

  • Page 29
    ... will be counted only once. A sale or exchange would occur, for example, if we sold our business or merged with another company, or if any of our unitholders, including ETP and its affiliates, sold or transferred their partnership interests in us. Our termination would, among other things, result in...

  • Page 30
    ... partner unit is sold at a price greater than their tax basis in that limited partner unit, even if the price they receive is less than their original cost. A substantial portion of the amount realized, whether or not representing gain, may be ordinary income. In addition, if our unitholders sell...

  • Page 31
    ... to resolve the issue during 2014. The Partnership's Sunoco Pipeline L.P. subsidiary ("Sunoco Pipeline") operates the West Texas Gulf Pipeline on behalf of West Texas Gulf Pipe Line Company and its shareholders, pursuant to an Operating Agreement. Sunoco Pipeline also has as 60.3 percent ownership...

  • Page 32
    PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SECURITYHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES Our common units are listed on the New York Stock Exchange under the symbol "SXL" beginning on February 5, 2002. At the close of business on February 26, 2014, there were 72 ...

  • Page 33
    ... financial statements and the accompanying notes of Sunoco Logistics Partners L.P. included in Item 8. "Financial Statements and Supplementary Data." The tables also should be read together with Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations...

  • Page 34
    ... the dates of acquisition forward. In the third quarter 2010, we acquired a controlling financial interest in Mid-Valley and West Texas Gulf. Therefore, these joint ventures are reflected as consolidated subsidiaries from the respective dates of acquisition. On December 2, 2011, we completed a three...

  • Page 35
    ...31, 2013 December 31, 2012 (in millions) Period from January 1, 2012 to October 4, 2012 Predecessor Year Ended December 31, 2011 (in millions) 2010 2009 Net Income Interest expense, net Depreciation and amortization expense Impairment charge Provision for income taxes Non-cash compensation expense...

  • Page 36
    ... recovery Net change in working capital pertaining to operating activities Unrealized losses/ (gains) on commodity risk management activities Amortization of excess equity method investment Proportionate share of unconsolidated affiliates' interest, depreciation and provision for income taxes Non...

  • Page 37
    ... products acquisition and marketing services, upgrade the service capabilities at the Eagle Point and Nederland terminals, invest in our crude oil infrastructure by increasing our pipeline capabilities through previously announced growth projects in West Texas and expanding the crude oil trucking...

  • Page 38
    ...oil acquisition and marketing business acquired from Texon in August 2011 from the acquisition date. Represents total segment sales and other operating revenue minus cost of products sold and operating expenses divided by crude oil purchases. In July 2011 and August 2011, we acquired the Eagle Point...

  • Page 39
    ... We, Sunoco Logistics Partners L.P. or "SXL," are a Delaware limited partnership which is principally engaged in the transport, terminalling and storage of crude oil, refined products and natural gas liquids ("NGLs"). In addition to logistics services, we also own acquisition and marketing assets...

  • Page 40
    ... in our crude oil infrastructure by increasing pipeline capabilities through previously announced expansion capital projects in Texas and Oklahoma; expand upon refined products acquisition and marketing services; upgrade the service capabilities at the Eagle Point and Nederland terminals; and invest...

  • Page 41
    ... of new crude oil pipelines, with origins in multiple locations in West Texas: Midland, Garden City and Colorado City. With an expected initial capacity of approximately 200,000 barrels per day, Permian Express 2 is expected to deliver to multiple refiners and markets beginning in the second quarter...

  • Page 42
    ... 2012 to October 4, (1) 2012 Predecessor Three Months Ended December 31, 2013 Statements of Income Sales and other operating revenue: Unaffiliated customers Affiliates Gain on divestment and related matters Total revenues Cost of products sold Operating expenses Selling, general and administrative...

  • Page 43
    ... million for the fourth quarter 2013 and the period from October 5, 2012 to December 31, 2012, respectively. The $37 million decrease was driven by decreased operating performance from the Crude Oil Acquisition and Marketing and Refined Products Pipelines segments, increased depreciation expense and...

  • Page 44
    ...and administrative expenses attributable to increased employee costs, incentive compensation and contract services associated with growth in the business. Analysis of Operating Segments We manage our operations through four operating segments: Crude Oil Pipelines, Crude Oil Acquisition and Marketing...

  • Page 45
    ... Acquisition and Marketing Our Crude Oil Acquisition and Marketing segment reflects the sale of gathered and bulk purchased crude oil. The crude oil acquisition and marketing operations generate substantial revenue and cost of products sold as a result of the significant volume of crude oil bought...

  • Page 46
    ... oil acquisition and marketing business acquired from Texon in August 2011 from the acquisition date. In the first quarter 2012, we recognized a non-cash impairment charge related to a cancelled software project. Represents total segment sales and other operating revenue minus cost of products sold...

  • Page 47
    ... expected to be incurred as the Philadelphia refinery will continue to operate in connection with Sunoco's joint venture with The Carlyle Group. In July and August 2011, we acquired the Eagle Point tank farm and a refined products terminal located in East Boston, Massachusetts, respectively. Volumes...

  • Page 48
    ... marketing activities ($12 million) and improved results from our Nederland Terminal ($5 million). Partially offsetting these increases were reduced volumes at our refinery terminals related to the idling of Sunoco's Marcus Hook refinery in the fourth quarter 2011 ($4 million) and increased selling...

  • Page 49
    ... corporate purposes including working capital and capital expenditures. The credit facility also limits West Texas Gulf, on a rolling four-quarter basis, to a minimum fixed charge coverage ratio, as defined in the underlying credit agreement. The ratio for the fiscal quarter ending December 31, 2013...

  • Page 50
    ... exit from the refining business. These sources were partially offset by a $35 million increase in working capital, which was primarily the result of an increase in accounts receivable and an increase in refined products and crude oil inventories driven by growth within our acquisition and marketing...

  • Page 51
    ... expansion of the crude trucking fleet. Expansion capital for 2011 included projects to expand upon our refined products acquisition and marketing services, increase tankage at the Nederland facility, increase connectivity of the crude oil pipeline assets in Texas and increase our crude oil trucking...

  • Page 52
    ... acquisitions during the year ended December 31, 2011 included the East Boston, Massachusetts terminal, the Texon crude oil purchasing and marketing business, the Eagle Point tank farm and an 83.8 percent controlling financial interest in Inland which owns a refined products pipeline system in Ohio...

  • Page 53
    ... useful and reliable information about our operating results and financial condition. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of...

  • Page 54
    ... for the crude oil acquisition and marketing business and a refined products pipeline project in Texas. In 2011, we recognized a $42 million charge for certain crude oil terminal assets which would have been negatively impacted if Sunoco had permanently idled its Philadelphia refinery. The charge...

  • Page 55
    ...terminalling services to support the Toledo refinery were assigned to PBF or its agents in connection with the sale. In September 2011, Sunoco announced its intention to exit its refining business in the northeast and initiated a process to sell its refineries located in Philadelphia and Marcus Hook...

  • Page 56
    ...annual administrative fee that includes expenses incurred by Sunoco and its affiliates to perform centralized corporate functions, such as legal, accounting, treasury, engineering, information technology, insurance, and other corporate services, including the administration of employee benefit plans...

  • Page 57
    ... is no monetary cap on the amount of indemnity coverage provided by Sunoco. In addition, this indemnification applies to the following, purchased from Sunoco subsequent to the IPO: interests in the Mesa Pipeline system, Mid-Valley, West Texas Gulf and Inland, as well as the Eagle Point tank farm and...

  • Page 58
    ...instruments to speculate on crude oil, refined products or NGL prices, as these activities could expose us to significant losses. We do use derivative contracts as economic hedges against price changes related to our forecasted refined products and NGL purchase and sale activities. These derivatives...

  • Page 59
    ... ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of Sunoco Logistics Partners L.P. (the "Partnership") is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as...

  • Page 60
    ... Company Accounting Oversight Board (United States), the consolidated financial statements of the Partnership as of and for the year ended December 31, 2013, and our report dated February 27, 2014 expressed an unqualified opinion on those financial statements. /s/ GRANT THORNTON LLP Philadelphia...

  • Page 61
    ... the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the...

  • Page 62
    ...the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the...

  • Page 63
    SUNOCO LOGISTICS PARTNERS L.P. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions, except units and per unit amounts) Successor Year Ended December 31, 2013 Revenues Sales and other operating revenue: Unaffiliated customers Affiliates (Note 4) Gain on divestment and related matters (Note ...

  • Page 64
    ... December 31, 2013 2012 Assets Cash and cash equivalents Advances to affiliated companies (Note 4) Accounts receivable, affiliated companies (Note 4) Accounts receivable, net Inventories (Note 6) Total Current Assets Properties, plants and equipment Less accumulated depreciation and amortization...

  • Page 65
    ... Deferred income tax expense (benefit) Amortization of financing fees and bond discount Amortization of bond premium LTIP expense (Note 14) Changes in working capital pertaining to operating activities: Accounts receivable, affiliated companies Accounts receivable, net Inventories Accounts payable...

  • Page 66
    ... income Issuance of Class A units to Sunoco, Inc. Units issued under LTIP Distribution equivalent rights Payment of statutory withholding on issuance under LTIP Noncontrolling equity in joint venture acquisitions Distributions Other Balance at December 31, 2011 Net Income Loss on cash flow hedges...

  • Page 67
    ... LOGISTICS PARTNERS L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Basis of Presentation Sunoco Logistics Partners L.P. (the "Partnership" or "SXL") is a publicly traded Delaware limited partnership that owns and operates a logistics business, consisting of crude oil, refined...

  • Page 68
    ... prior years' consolidated financial statements have been reclassified to conform to the current-year presentation. Revenue Recognition Pipeline revenues are recognized upon delivery of the barrels to the location designated by the shipper. Acquisition and marketing revenues for crude oil, refined...

  • Page 69
    ...provision of crude oil and refined products, pipeline transportation, terminalling and storage services to ETP and its affiliates (including Sunoco). Sales of crude oil and refined products to affiliated entities are priced using market based rates. Affiliated entities pay fees for transportation or...

  • Page 70
    ... its refineries located in Philadelphia and Marcus Hook, Pennsylvania. In December 2011, the main processing units at the Marcus Hook refinery were idled indefinitely. Management assessed the impact that Sunoco's decision to exit its refining business in the northeast would have on the Partnership...

  • Page 71
    ... all of the income tax amounts reflected in the Partnership's consolidated financial statements are related to the operations of Inland, Mid-Valley and West Texas Gulf, all of which are subject to income taxes for federal and state purposes at the corporate level. The effective tax rates for these...

  • Page 72
    ...-Term Incentive Plan The Partnership accounts for the compensation cost associated with all unit-based payment awards at fair value and reports the related expense within selling, general and administrative expenses in the consolidated statements of comprehensive income. Unit-based compensation cost...

  • Page 73
    ... sheet: Marcus Hook Facility (in millions) Increase in: Current assets Properties, plants and equipment, net Other assets Current liabilities Other deferred credits and liabilities Sunoco Logistics Partners L.P. equity Cash paid for acquisition 2011 Acquisitions • In August 2011, the Partnership...

  • Page 74
    ... Crude Oil Acquisition and Marketing Eagle Point Tank Farm (in millions) Inland Total Increase in: Current assets Properties, plants and equipment, net Intangible assets, net Goodwill Current liabilities Other deferred credits and liabilities Deferred income taxes Sunoco Logistics Partners...

  • Page 75
    ... or subject to termination by either party. Affiliated revenues in the consolidated statements of comprehensive income relate to services including pipeline transportation, terminalling, storage and blending, and the sale of crude oil and refined products. The Partnership had the following material...

  • Page 76
    ... consolidated statements of comprehensive income consist of revenues from ETP and its affiliated entities related to sales of crude oil and refined products and services including pipeline transportation, terminalling, storage and blending. Capital Contributions In July 2011, the Partnership issued...

  • Page 77
    ... per limited partner unit for the periods presented: Successor Year Ended December 31, 2013 Period from Acquisition (October 5, 2012) to December 31, 2012 (in millions) Predecessor Period from January 1, 2012 to October 4, 2012 Year Ended December 31, 2011 (in millions) Weighted average number of...

  • Page 78
    ..., the Partnership has rights of way with a book value of $940 and $939 million, respectively. As of December 31, 2013 and 2012, accrued capital expenditures were $137 and $16 million, respectively. 8. Investment in Affiliates The active corporate joint ventures own refined products pipeline systems...

  • Page 79
    ... 1, 2012 to October 4, 2012, and for the year ended December 31, 2011, respectively. Customer relationship intangible assets represent the estimated economic value assigned to certain relationships acquired in connection with business combinations or asset purchases whereby (i) the Partnership...

  • Page 80
    ... related to long-term debt, net of capitalized interest (Note 2), were $83, $2, $87 and $73 million for the year ended December 31, 2013, for the periods from October 5, 2012 to December 31, 2012 and from January 1, 2012 to October 4, 2012, and for the year ended December 31, 2011, respectively...

  • Page 81
    ... credit facilities, which were used to fund the acquisitions of a controlling financial interest in Inland and the Texon crude oil acquisition and marketing business, and for general partnership purposes. Promissory Note, Affiliated Companies During the fourth quarter 2011, the Partnership repaid...

  • Page 82
    ... October 4, 2012, and for the year ended December 31, 2011 amounted to $12, $3, $8, and $10 million, respectively. The Partnership, as lessee, has non-cancelable operating leases for office space and equipment for which the aggregate amount of future minimum annual rentals as of December 31, 2013 is...

  • Page 83
    ..., results of operations or cash flows at December 31, 2013. 12. Equity Offerings In July 2011, the Partnership issued 3.9 million Class A units to Sunoco in connection with the acquisition of the Eagle Point tank farm and related assets. These deferred distribution units represented a new class of...

  • Page 84
    ... of record at the close of business on February 10, 2014. 14. Management Incentive Plan Sunoco Partners LLC, the general partner of the Partnership, has adopted the Sunoco Partners LLC Long-Term Incentive Plan ("LTIP") for employees and directors of the general partner who perform services for the...

  • Page 85
    ... and the weighted average period over which this cost is expected to be recognized in expense is 2.8 years. The number of restricted stock units outstanding and the total compensation cost related to non-vested awards not yet recognized reflects the Partnership's estimates of performance factors for...

  • Page 86
    ...price volatility related to preexisting or anticipated purchases, sales and storage. Price changes are often caused by shifts in the supply and demand for these commodities, as well as their locations. The physical contracts related to the Partnership's crude oil, refined products and NGL businesses...

  • Page 87
    ... in the same line item associated with the forecasted transaction, either sales and other operating revenue or cost of products sold. The Partnership had open derivative positions on 1.6 million barrels of refined products and NGLs at December 31, 2013 and 1.5 million barrels of refined products at...

  • Page 88
    ... revenue 2 1 6 5 Sales and other operating revenue Cost of products sold (1) Cost of products sold The Partnership had deferred hedging losses of approximately $17 million in the accumulated other comprehensive loss component of equity prior to the acquisition of the general partner by ETP...

  • Page 89
    ...fees for transporting crude oil to and from trading hubs, other pipelines and refineries in the southwest and midwest United States. The segment also includes a joint venture interest in a crude oil pipeline company in Texas, which is expected to be operational in 2015. The Crude Oil Acquisition and...

  • Page 90
    ... pipelines, which serve the Philadelphia refinery; the Eagle Point Terminal, a 5 million barrel refined products and crude oil terminal and dock facility; the 5 million barrel Marcus Hook, Pennsylvania refined products and NGL facility; and a 1 million barrel liquefied petroleum gas terminal near...

  • Page 91
    ... Year Ended December 31, 2013 Sales and other operating revenue Crude Oil Pipelines Crude Oil Acquisition and Marketing Terminal Facilities Refined Products Pipelines Intersegment eliminations Total sales and other operating revenue Depreciation and amortization Crude Oil Pipelines Crude Oil...

  • Page 92
    ... in 2011 exclude $396 million for the acquisition of a crude oil and marketing business, a refined products terminal, an interest in the Inland refined products pipeline system and the Eagle Point tank farm. Net income includes $20, $5, $14, and $12 million for the year ended December 31, 2013, for...

  • Page 93
    ... quarter 2013, the Partnership adjusted its presentation of operating income reported in the consolidated statements of comprehensive income to conform to the presentation utilized by ETP. Other income, which is comprised primarily of equity income from the Partnership's unconsolidated joint-venture...

  • Page 94
    ...sale of refined products terminal and pipeline assets in Big Sandy, Texas, and a $9 million non-cash impairment charge related to a cancelled software project for the crude oil acquisition and marketing business and a refined products pipeline project in Texas. Net income for the second quarter 2012...

  • Page 95
    ...) Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Sales and other operating revenue: Unaffiliated customers Affiliates Total Revenues Costs and Expenses Cost of products sold Operating expenses Selling, general and administrative expenses...

  • Page 96
    ...) Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Sales and other operating revenue: Unaffiliated customers Affiliates Total Revenues Costs and Expenses Cost of products sold Operating expenses Selling, general and administrative expenses...

  • Page 97
    ...Subsidiaries Consolidating Adjustments Total Revenues Sales and other operating revenue: Unaffiliated customers Affiliates Gain on divestment and related matters Total Revenues Costs and Expenses Cost of products sold Operating expenses Selling, general and administrative expenses Depreciation and...

  • Page 98
    Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2011 (Predecessor) (in millions) Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Sales and other operating revenue: Unaffiliated customers Affiliates Total Revenues...

  • Page 99
    ...Liabilities and Equity Accounts payable Accounts payable, affiliated companies Accrued liabilities Accrued taxes payable Total Current Liabilities Long-term debt Other deferred credits and liabilities Deferred income taxes Total Liabilities Equity Sunoco Logistics Partners L.P. equity Noncontrolling...

  • Page 100
    ...Liabilities and Equity Accounts payable Accounts payable, affiliated companies Accrued liabilities Accrued taxes payable Total Current Liabilities Long-term debt Other deferred credits and liabilities Deferred income taxes Total Liabilities Equity Sunoco Logistics Partners L.P. equity Noncontrolling...

  • Page 101
    ... Statement of Cash Flows Year Ended December 31, 2013 (Successor) (in millions) Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Consolidating Adjustments Total Net Cash Flows from Operating Activities Cash Flows from Investing Activities: Capital expenditures Acquisitions...

  • Page 102
    ...Distributions paid to limited and general partners Distributions paid to noncontrolling interests Payments of statutory withholding on net issuance of limited partner units under LTIP Repayments under credit facilities Borrowings under credit facilities Advances to affiliated companies, net Net cash...

  • Page 103
    ... to limited and general partners Distributions paid to noncontrolling interests Payments of statutory withholding on net issuance of limited partner units under LTIP Repayments under credit facilities Borrowings under credit facilities Repayments of senior notes Advances to affiliated companies, net...

  • Page 104
    ... Statement of Cash Flows Year Ended December 31, 2011 (Predecessor) (in millions) Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Consolidating Adjustments Total Net Cash Flows from Operating Activities Cash Flows from Investing Activities: Capital expenditures Acquisitions...

  • Page 105
    ... in the Partnership's reports under the Exchange Act is accumulated and communicated to management, including the President and Chief Executive Officer and the Chief Financial Officer of Sunoco Partners LLC (the Partnership's general partner), as appropriate, to allow timely decisions regarding...

  • Page 106
    ... business, such as experience in energy or related industries, experience with financial markets, expertise in refined products and crude oil operations or finance, and a history of service in senior leadership positions. The Board of Directors held six (4 regular and 2 special) meetings during 2013...

  • Page 107
    ... Chief Operating Officer and Director of ETP's general partner, they each recuse themselves from Compensation Committee decisions relating to equity compensation awards (including awards under the Sunoco Partners LLC Long-Term Incentive Plan ("LTIP")) to executive officers of the general partner. Mr...

  • Page 108
    ... the foregoing officers and directors of our general partner: Mr. Anderson was elected to the Board of Directors in October 2012. Mr. Anderson began his career in the energy business more than 40 years ago with Conoco in the Permian Basin area. He then spent some 25 years with ANR Pipeline and its...

  • Page 109
    ...in securities offerings and mergers and acquisitions for more than 25 years. Mr. McCrea was elected as Chairman of the Board of Directors in October 2012. He has been a director of ETP's general partner since December 23, 2009. He is the President and Chief Operating Officer of ETP's general partner...

  • Page 110
    ...Based upon a review of copies of these reports, we believe all applicable Section 16(a) reports were timely filed in 2013. ITEM 11. EXECUTIVE COMPENSATION We do not have any employees. Instead, we are managed by our general partner, and the executive officers of our general partner perform all of...

  • Page 111
    ... total compensation competitive with that of other executive officers and key management employees employed by publicly traded limited partnerships of similar size and in similar lines of business; motivate executive officers and key employees to achieve strong financial and operational performance...

  • Page 112
    ...Compensation Committee makes a determination whether to award our NEOs discretionary annual cash bonuses following the end of the year. For 2013, annual bonuses were determined under the Sunoco Partners LLC Annual Short-Term Incentive Bonus Plan (the "Bonus Plan"), which replaced the Sunoco Partners...

  • Page 113
    ...incentive to management for continuous employment with the general partner and its affiliates. Long-term incentive awards are based upon the common units representing limited partnership interests in us, although they may be payable in common units, or in cash. The Compensation Committee administers...

  • Page 114
    ... the components of his compensation, including salary and annual bonus, our general partner's Compensation Committee may make equity awards to Mr. Salinas in recognition of the services provided to us. In January 2013, Mr. Salinas received such equity awards, in the form of 8,333 restricted units...

  • Page 115
    ... using a one-month average stock price at the beginning and end of the three-year performance period. Similarly, distribution coverage ratio also is a non-GAAP financial measure that is measured over the same three-year performance period. As an additional incentive to promote the growth of cash...

  • Page 116
    ... plan. The Sunoco, Inc. Capital Accumulation Plan ("SunCAP") is a defined contribution 401(k) plan, which covers substantially all of our general partner's employees, including the NEOs. Employees may elect to defer up to 100% of their eligible compensation after applicable taxes, as limited under...

  • Page 117
    ... on an enterprise-wide basis to employees of the general partner and its affiliates. Executive officers receive the same benefits and are responsible to pay the same premium as other non-represented employees. Perquisites: In 2013, certain NEOs also received a limited number of personal benefits, or...

  • Page 118
    ... immediately prior to the change in control. Those performance-based restricted units that have been outstanding for one year or less will be paid out at the target amount. Additional information regarding these plans can be found under "Other Potential Post-Employment Payments" below. 116

  • Page 119
    ... by each NEO in each of 2013, 2012 and 2011 (or such shorter period of time during which such individual served as an executive officer of the general partner): Change in Pension Value and Nonqualified Deferred Compensation Earnings (3) ($) Name and Principal Position Year Salary ($) Unit Awards...

  • Page 120
    ...to us. Mr. Salinas did not receive separate compensation for his services to us as Chief Financial Officer of our general partner during 2012. Compensation information only for fiscal year 2013 is provided for the employees of our general partner who were not NEOs in fiscal years 2011 and 2012. 118

  • Page 121
    ...) of certain Sunoco deferred compensation benefits to the ETP Deferred Compensation Plan for Former Sunoco Executives; and Eligibility to participate in the employee benefit plans, including non-qualified deferred compensation, retirement, health and other welfare benefit plans, offered to similarly...

  • Page 122
    ... That Have Not Vested (#) Market Value of Units That Have Not Vested (2) ($) Equity Incentive Plan Awards: Number of Unearned Units or Other Rights That Have Not Vested (3) (#) M. J. Hennigan President and Chief Executive Officer 12/5/2013 1/24/2013 12/5/2012 3/1/2012 3/1/2012 43,700 32,000 90...

  • Page 123
    ... performance factor (200%). Value realized on vesting was determined by multiplying the number of common units to be issued upon vesting by the closing market price of our common units on the vesting date. These amounts do not reflect the value of units withheld by our general partner to satisfy tax...

  • Page 124
    ...sum at retirement. Effective June 30, 2010, Sunoco froze pension benefits for all salaried and many non-union employees. This freeze also applies to the NEOs. Present Value of Accumulated Benefit Year-end 2012 (2) ($) Payments During Last Fiscal Year ($) Name Plan Number of Years Credited Service...

  • Page 125
    ...to retirement, or until June 30, 2010, whichever is sooner) multiplied by the credited service up to 30 years, plus 3/4 percent of Final Average Pay multiplied by the credited service over 30 years. The benefit is then reduced by (B) an amount equal to 1- 2/3 percent of the estimated Social Security...

  • Page 126
    ... future rights or benefits to which he otherwise would have been entitled under the SERP and the Pension Restoration Plan, in return for which, the present value ($2,789,413) of such deferred compensation benefits was credited to the ETP Deferred Compensation Plan for Former Sunoco Executives. 124

  • Page 127
    ...in 2013 under the ETP NQDC Plan, a deferred compensation plan that permits eligible highly compensated employees to defer a portion of their salary and/or bonus until retirement or termination of employment or other designated distribution event. Under the ETP NQDC Plan, each year eligible employees...

  • Page 128
    ... the Merger, Mr. Hennigan waived any future rights or benefits to which he otherwise would have been entitled under both the SERP and the Pension Restoration Plan, in return for which, the present value ($2,789,413) of such deferred compensation benefits was credited to Mr. Hennigan's account under...

  • Page 129
    ... receive any bonus for that year. Vacation Benefits: Each NEO would receive payment for his or her accrued vacation, which benefit is generally provided to active employees of the Partnership's general partner. Involuntary Severance Plan: Executives whose employment is terminated by the Partnership...

  • Page 130
    ... Average Pay based on earnings for the month preceding the termination of employment. For purposes of (B) and (C) monthly earnings will include base pay and 1/12 of the annual bonus target under the Bonus Plan. Career Pay (cash balance) formula. A participant's service is increased by three years...

  • Page 131
    ... terms of those plans applicable to terminated or retirement eligible employees, as described in the Voluntary Termination section above. Long Term Disability: An NEO would receive benefits, including Social Security, up to 60 percent of total annual compensation or $25,000 per month, whichever is...

  • Page 132
    ... unit is $75.48, which was the price at the close on December 31, 2013; pension lump-sum values are based on applicable segment interest rates under the Pension Protection Act of 2006; health and welfare benefits are included, where applicable, at the estimated value of the continuation of these...

  • Page 133
    Sunoco Logistics Partners L.P. Other Potential Post-Employment Payments as of December 31, 2013 Michael J. Hennigan President and Chief Executive Officer Involuntary Termination Not for Cause ($) Type of Benefit Voluntary Termination ($) Death ($) Disability ($) Termination for Cause ($) ...

  • Page 134
    ... the retirement, termination, or severance plans of Sunoco Partners LLC. Reflects intrinsic values of accelerated vesting of equity awards at an assumed closing price of $75.48 (closing price of the Partnership on December 31, 2013). Values include unvested/unearned distribution equivalent rights of...

  • Page 135
    ... an assumed closing price of $75.48 (closing price of the Partnership on December 31, 2013). Values include unvested/unearned distribution equivalent rights of accelerated vesting of unit ownership. Upon a Change in Control, performance-based restricted units outstanding more than twelve months from...

  • Page 136
    ... an assumed closing price of $75.48 (closing price of the Partnership on December 31, 2013). Values include unvested/unearned distribution equivalent rights of accelerated vesting of unit ownership. Upon a Change in Control, performance-based restricted units outstanding more than twelve months from...

  • Page 137
    Sunoco Logistics Partners L.P. Other Potential Post-Employment Payments as of December 31, 2013 David R. Chalson Senior Vice President, Operations Involuntary Termination Not for Cause ($) Type of Benefit Voluntary Termination ($) Death ($) Disability ($) Termination for Cause ($) Change in ...

  • Page 138
    ... Chairman of the Board of Directors and the President, Chief Operating Officer and Director of ETP's general partner, and Mr. Welch, our director and the Group Chief Financial Officer and Head of Business Developments for the Energy Transfer family, are entitled to receive grants of restricted units...

  • Page 139
    ... 718. See Note 14 to our consolidated financial statements for fiscal 2013 for additional detail regarding assumptions underlying the value of these equity awards The amounts shown in this column reflect the cash payments made to each director during 2013, which were equal to each cash distribution...

  • Page 140
    ... is an officer of our general partner, and Mr. McCrea is an officer of the general partner of ETP. During 2013, none of the members of the Compensation Committee served as executive officers of any company with respect to which any of our officers served on such Company's board of directors. 138

  • Page 141
    ..." in the Partnership's Annual Report on SEC Form 10-K for the fiscal year ended December 31, 2013, for filing with the Securities and Exchange Commission. Respectfully submitted on February 24, 2014 by the members of the Compensation Committee of the Board of Directors of Sunoco Partners LLC: Scott...

  • Page 142
    ... financial reporting in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, for filing with the Securities and Exchange Commission. Respectfully submitted on February 24, 2014 by the members of the Audit Committee of the Board of Directors of Sunoco Partners LLC...

  • Page 143
    ... by our limited partners at the time of its adoption in 2002), refer to "Item 11-Executive Compensation." EQUITY COMPENSATION PLAN INFORMATION (1) (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted-average exercise price of outstanding...

  • Page 144
    ...than ETP, is: 1818 Market Street, Suite 1500, Philadelphia, PA 19103. Beneficial ownership for the purposes of the foregoing table is defined by Rule 13d-3 under the Exchange Act. Under that rule, a person is generally considered to be the beneficial owner of a security if he has or shares the power...

  • Page 145
    ... units representing limited partnership interests of ETP as of February 18, 2014 by directors of our general partner, by each NEO and by all directors and NEOs of our general partner as a group. Unless otherwise noted, each individual exercises sole voting or investment power over the ETP common...

  • Page 146
    ... Sunoco Partners LLC) and 33.5 million common units, representing a 32.2 percent limited partner interest in us. The general partner's ability to manage and operate us effectively gives the general partner the ability to control us. Distribution and Payments to the General Partner and Its Affiliates...

  • Page 147
    ...the capital investment required, and the revenues expected from the transaction. With respect to other related party transactions, we have in place a Code of Business Conduct and Ethics that is applicable to all directors, officers and employees of the Partnership and its subsidiaries and affiliates...

  • Page 148
    ..., 2013 (1) Ernst & Young LLP For the Year Ended December 31, 2012 Type of Fee (in millions) Audit Fees Audit Related Fees Tax Fees All Other Fees $ $ (1) 1.0 - - - 1.0 $ $ 1.8 - - - 1.8 Audit fees consist of fees for the audit of the Partnership's annual consolidated financial statements...

  • Page 149
    ... 28, 2011) Fourth Amended and Restated Limited Liability Company Agreement of Sunoco Partners LLC, dated July 11, 2013 (incorporated by reference to Exhibit 3.1 of Form 8-K, file No. 1-31219, filed July 17, 2013) Fifth Amended and Restated Limited Liability Company Agreement of Sunoco Partners LLC...

  • Page 150
    ... Texas Pipe Line Company, Sun Oil Line of Michigan (Out) LLC, MidContinent Pipe Line (Out) LLC, Sun Pipe Line Services (Out) LLC, Atlantic Petroleum Delaware Corporation, Atlantic Pipeline (Out) L.P., Sunoco Partners LLC, Sunoco Partners Lease Acquisition & Marketing LLC, Sunoco Logistics Partners...

  • Page 151
    ... Sunoco Partners LLC and Michael J. Hennigan, President and Chief Operating Officer (incorporated by reference to Exhibit 10.3 of Form 10-Q, file No. 1-31219, filed November 3, 2011) Letter Agreement with Michael J. Hennigan, President and Chief Executive Officer, dated October 4, 2012 (incorporated...

  • Page 152
    ... Act Rule 13a-14(a) Officer Certification Pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. § 1350 Agreement and Plan of Merger, dated as of April 29, 2012 by and among Sunoco, Inc., Energy Transfer Partners, L.P., Sam Acquisition Corporation, Energy Transfer Partners GP, L.P., and, for certain...

  • Page 153
    ... authorized. Sunoco Logistics Partners L.P. (Registrant) BY: Sunoco Partners LLC (its General Partner) By: /S / MARTIN SALINAS, JR. Martin Salinas, Jr. Chief Financial Officer February 27, 2014 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below...

  • Page 154
    Exhibit 10.1 CUSIP Number: _____ $1,500,000,000 CREDIT AGREEMENT Dated as of November 19, 2013 among SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., as the Borrower SUNOCO LOGISTICS PARTNERS L.P., as the Guarantor CITIBANK, N.A., as Administrative Agent, Swingline Lender and a LC Issuer and The Other LC...

  • Page 155
    TABLE OF CONTENTS Page Number ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1.01 Defined Terms 1.02 Other Interpretive Provisions 1.03 Accounting Terms 1.04 Rounding 1.05 Times of Day 1.06 Letter of Credit Amounts ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 2.01 Loans 2.02 Swingline Loans 2.03 ...

  • Page 156
    ... Effect 5.07 Taxes 5.08 Full Disclosure 5.09 Litigation 5.10 ERISA 5.11 Compliance with Laws 5.12 Environmental Compliance 5.13 Margin Regulations; Investment Company Act 5.14 Patriot Act, Etc. ARTICLE VI. AFFIRMATIVE COVENANTS 6.01 Books, Financial Statements and Reports 6.02 Other Information...

  • Page 157
    ... Waiver of Jury Trial 10.16 Termination of Commitments under Borrower Existing Credit Agreement and Sunoco Partners Marketing Existing Credit Agreement 10.17 No Advisory or Fiduciary Responsibility 10.18 Electronic Execution of Assignments 10.19 USA PATRIOT Act Notice 10.20 Time of the Essence 10.21...

  • Page 158
    ...Assumption Agreement Form of Compliance Certificate Form of Loan Notice Form of Note Form of Guaranty Forms of U.S. Tax Compliance Certificates Commitments and Applicable Percentages Disclosure Schedule Environmental Compliance Existing Indebtedness Transactions with Affiliates Burdensome Agreements...

  • Page 159
    ...AGREEMENT This CREDIT AGREEMENT ("Agreement") is entered into as of November 19, 2013, among SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., a Delaware limited partnership (the "Borrower"), SUNOCO LOGISTICS PARTNERS L.P., a Delaware limited partnership (the "MLP"), CITIBANK, N.A., as Administrative Agent...

  • Page 160
    ...at such time, subject to adjustment as provided in Section 2.20. If the commitment of each Lender to make Loans and the obligation of each LC Issuer to make LC Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage...

  • Page 161
    ...Period is in effect. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York or the state where the Administrative Agent's Office is located and, if such day relates 3

  • Page 162
    ... full faith and credit of the United States; (b) demand deposits and time deposits (including certificates of deposit) maturing within 12 months from the date of deposit thereof, (i) with any office of any Lender or (ii) with a domestic office of any national or state bank or trust company which is...

  • Page 163
    ... by either Energy Transfer Equity, L.P. or Energy Transfer Partners, L.P., or (e) the first day on which a majority of the members of the board of directors of the MLP General Partner are not Continuing Directors. "Citigroup" means Citigroup Global Markets Inc. "Closing Date" means the first...

  • Page 164
    ... the date of termination of the Commitment of each Lender to make Loans and of the obligation of each LC Issuer to make LC Credit Extensions pursuant to Section 8.02. "Compliance Certificate" means a certificate substantially in the form of Exhibit B. "Connection Income Taxes" means Other Connection...

  • Page 165
    ...in good faith by the chief financial officer, principal accounting officer or treasurer of the MLP and (B) giving effect to any anticipated or proposed cost savings related to such disposition, acquisition, consolidation or merger, to the extent approved by Administrative Agent, such approval not to...

  • Page 166
    ...in good faith by the chief financial officer, principal accounting officer or treasurer of the MLP and (B) giving effect to any anticipated or proposed cost savings related to such disposition, acquisition, consolidation or merger, to the extent approved by Administrative Agent, such approval not to...

  • Page 167
    ... for a one (1) month interest period that would be applicable for a Revolving Credit Loan, as that rate may fluctuate in accordance with changes in the Fixed Period Eurodollar Rate as determined on a day-to-day basis. "Debtor Relief Laws" means the Bankruptcy Code of the United States, and all other...

  • Page 168
    ... had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory...

  • Page 169
    ..., all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit...

  • Page 170
    ... members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control that, together with such entity, are treated as a single employer under Section 414 of the Code. "ERISA Plan" means any employee pension benefit plan subject to Title IV of...

  • Page 171
    .... "First Purchaser Payables" means statutory Liens in favor of a seller of Petroleum Products to secure the payment of the purchase price thereof, including but not limited to statutory Liens, if any, created under the laws of Texas, New Mexico, Wyoming, Kansas, Oklahoma or any other state. 13

  • Page 172
    ... of credit in the ordinary course of its business. "GAAP" means those generally accepted accounting principles and practices in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements...

  • Page 173
    ...to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement...

  • Page 174
    ... any date means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person's business), (c) all obligations...

  • Page 175
    ... 31, 2012 and (ii) the unaudited interim Consolidated quarterly financial statements of the MLP as of September 30, 2013. "Interest Payment Date" means, (a) as to any Loan other than a Base Rate Loan and other than a Daily Floating Eurodollar Loan, the last day of each Interest Period applicable to...

  • Page 176
    ...Borrower (or any Subsidiary) or in favor of such LC Issuer and relating to any such Letter of Credit. "Joint Venture" means a Person incorporated or otherwise formed pursuant to the laws of the United States or Canada or any state or province thereof or the District of Columbia, in which one of more...

  • Page 177
    ...may from time to time notify the Borrower and the Administrative Agent. "Letter of Credit" means any standby letter of credit denominated in Dollars issued hereunder and shall include the Existing Letters of Credit. "Letter of Credit Expiration Date" means the day that is five Business Days prior to...

  • Page 178
    ... revenues from such contracts, capital costs and expenses, scheduled Commercial Operation Date and other factors deemed appropriate by the Administrative Agent) which may, at the Borrower's option, be added to actual Consolidated EBITDA for the Fiscal Quarter in which construction or expansion...

  • Page 179
    ... the Administrative Agent, the applicable LC Issuers and the Swingline Lender in their sole discretion. "MLP General Partner" means Sunoco Partners LLC, a Pennsylvania limited liability company, or the corporate, partnership or limited liability successors thereto. "Moody's" means Moody's Investors...

  • Page 180
    ... become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). "Other Taxes" means all present or...

  • Page 181
    ..., corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. "Petroleum Products" means crude oil, condensate, intermediaries, distillates, natural gas, natural gas liquids (NGLs), liquefied petroleum gases (LPGs), refined...

  • Page 182
    ...to any particular Specified Acquisition. "subsidiary" of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other...

  • Page 183
    ... to the provision for 30 day notice to the Pension Benefit Guaranty Corporation pursuant to a waiver by such corporation under Section 4043(a) of ERISA, or (b) the withdrawal of any ERISA Affiliate from an ERISA Plan during a plan year in which it was a "substantial employer" as defined in Section...

  • Page 184
    ... indirectly, by or under common control with the MLP General Partner in any such subsidiary that is a partnership and directors' qualifying shares if applicable. "Withholding Agent" means the Borrower and the Administrative Agent. 1.02 Other Interpretive Provisions. With reference to this Agreement...

  • Page 185
    ... (with a rounding-up if there is no nearest number). 1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). 1.06 Letter of Credit Amounts. Unless otherwise specified, all references herein to the...

  • Page 186
    ...Eurodollar Loans outstanding at any time. Subject to the terms ...received written notice from the Borrower or any Lender at least one (1) Business Day prior to making such Swingline Loan that one or more of the applicable conditions to Credit...any Swingline Loan to refinance any existing Swingline Loan....

  • Page 187
    ... by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid...

  • Page 188
    ..., including, without limitation, non-satisfaction of the conditions set forth in Article IV. Whenever, at any time after the Swingline Lender has received from any Lender such Lender's participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the...

  • Page 189
    ... received notice from the Administrative Agent (including at the request of any Lender) that any condition precedent to such new Loans has not been met, the Swingline Lender will on the date requested promptly make the amount of its Swingline Loan available to the Borrower by crediting the account...

  • Page 190
    ...FRB, including Regulations T, U and X. Each Loan Party represents and warrants that it is not engaged principally, or as one of its important activities, in the business of extending credit to others for the purpose of purchasing or carrying such margin stock. 2.06 Repayment and Prepayments of Loans...

  • Page 191
    ..., provided that: (a) after taking such Letter of Credit into account, (i) the Facility Usage does not exceed the Aggregate Commitments at such time, (ii) the aggregate outstanding amount of the Loans of any Lender, plus such Lender's Applicable Percentage of the outstanding amount of all LC...

  • Page 192
    ... been met on any Business Day before 11:00 a.m. (or such later time as may be agreed upon by the applicable LC Issuer), the applicable LC Issuer will issue such Letter of Credit on the same Business Day at such LC Issuer's Lending Office. If the LC Conditions are met on any Business Day on or after...

  • Page 193
    ... and hereby accepts and purchases from each LC Issuer, on the terms and conditions hereinafter stated and for such Lender's own account and risk an undivided interest equal to such Lender's Applicable Percentage of such LC Issuer's obligations and rights under each Letter of Credit issued by it...

  • Page 194
    ...three Business Days after the date such payment is ...right of setoff against, the Borrower's obligations hereunder. Neither the Administrative Agent, the Lenders nor the LC Issuers, nor any of their Related...communication under or relating to any Letter of Credit (including any document required to make...

  • Page 195
    ...pay drafts and demands for payment under any Letter of Credit...time of acceptance or payment or thereafter. No LC Issuer is under a duty to determine the proper identity of anyone presenting such a draft or making such a demand (whether by tested telex or otherwise) as the officer, representative... way ...

  • Page 196
    ... in Section 2.20. The Facility Fee payable to each Lender shall accrue at all times from the Closing Date until the Maturity Date for such Lender and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, and on the Maturity Date for such...

  • Page 197
    ... will pay (i) directly to each LC Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it at the rate or rates agreed upon by the Borrower and such LC Issuer in the applicable Fee Letter or otherwise, payable quarterly in arrears on the last Business Day of...

  • Page 198
    ... Office. All payments received by the Administrative Agent after 3:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment...

  • Page 199
    ...have failed to make such payment to the Administrative Agent. (ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the...

  • Page 200
    ... (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in LC Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the...

  • Page 201
    ...(a) The Borrower shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding to this Agreement one or more financial institutions as Lenders (collectively, the "New Lenders") or by allowing one or more Lenders to...

  • Page 202
    ... opinion of counsel to the Loan Parties, relating to such increase agreement, addressed to the Administrative Agent and each Lender. 2.18 Extension of... by one year, effective on the Existing Maturity Date. The Administrative Agent will promptly, and in any event within five Business Days of the...

  • Page 203
    ...pro rata basis; and each Non-Consenting Lender's Commitment to make Loans, purchase participations in Swingline Loans, and purchase participations in LC Obligations with respect to Letters of Credit issued after such Existing Maturity Date shall terminate. On the Existing Maturity Date applicable to...

  • Page 204
    ... Lender). (b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Citibank, N.A. or an Affiliate thereof, provided that Administrative Agent may invest any Cash...

  • Page 205
    ... applicable,...right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account...

  • Page 206
    ... made or created at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Matured LC Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or...

  • Page 207
    ...extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by...

  • Page 208
    ... shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so...

  • Page 209
    ... of the following is applicable: (i) in the case of a Foreign Lender or Administrative Agent claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an...

  • Page 210
    ... upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may...

  • Page 211
    ... (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. Survival. Each party's obligations under this Section 3.01 shall survive the (i) resignation or replacement of the Administrative Agent or any assignment of rights by, or the...

  • Page 212
    ...London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or ... interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Loan, (b) adequate and reasonable means do not...

  • Page 213
    ... could have achieved but for such Change in Law (taking into consideration such Lender's or such LC Issuer's policies and the policies of such Lender's or such LC Issuer's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or such LC Issuer...

  • Page 214
    ... or reductions and of such Lender's or such LC Issuer's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive...

  • Page 215
    ... such Lender or such LC Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or...

  • Page 216
    ..., General Counsel and Secretary of the MLP General Partner, in each case in form and substance satisfactory to Administrative Agent and the Lenders, addressed to the Administrative Agent and each Lender; (vii) a certificate of a Responsible Officer of each Loan Party, (A) either (i) certifying that...

  • Page 217
    ... be terminated, (B) all Loans under and as defined in the Sunoco Partners Marketing Existing Credit Agreement ...terminated; and (ix) (b) the Initial Financial Statements. Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative...

  • Page 218
    ...Credit Extension, no Default shall have occurred and be continuing. (c) An executed Loan Notice or LC Application shall have been received by the Administrative Agent. Each Credit...having all powers required to carry on its business and ...nature of the business transacted by it makes such qualification ...

  • Page 219
    ... in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors' rights. 5.06 Initial Financial Statements; No Material Adverse Effect. (a) The MLP has heretofore delivered to the...

  • Page 220
    ... of any Loan Party or any of its Subsidiaries. 5.10 ERISA. Except as disclosed in the Initial Financial Statements or in the Disclosure Schedule, no Termination Event has occurred with respect to any ERISA Plan, and all ERISA Affiliates are in compliance with ERISA in all material respects. No ERISA...

  • Page 221
    ...13 Margin Regulations; Investment Company Act. (a) No Loan Party is engaged and neither will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose...

  • Page 222
    ...principal accounting officer or treasurer of the MLP, setting forth that such financial statements are accurate and complete in all material respects (subject, in the case of Fiscal Quarter-end statements, to normal year-end adjustments and the absence of footnotes), stating that he has reviewed the...

  • Page 223
    ... permit representatives appointed by the Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours (which right to visit and inspect shall be limited to once during any Fiscal Year unless...

  • Page 224
    ...MLP, the Borrower or any of their respective Subsidiaries in the payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indenture, mortgage, deed of trust, security agreement, lease, and franchise, or other agreement, contract or other...

  • Page 225
    ... properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, (b) make all necessary repairs thereto and renewals and replacements thereof, and (c) use the standard of care typical in the industry in the operation and...

  • Page 226
    ...to secure, any Consolidated Funded Indebtedness or Excluded Inventory Indebtedness of the MLP, the Borrower or any Subsidiary, and (v) the Borrower or the MLP, as applicable, has provided to the Administrative Agent a Responsible Officer's certificate in form satisfactory to the Administrative Agent...

  • Page 227
    ... course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (d) Indebtedness in respect to future payment for non-competition covenants and similar payments under agreements governing an acquisition, merger or consolidation...

  • Page 228
    ... or securities to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions...

  • Page 229
    ...); (m) (n) Liens on cash margin collateral or securities securing Hedging Contracts; Liens in respect of operating leases covering only the property subject thereto; (o) Liens on Equity Interests of Unrestricted Subsidiaries or Joint Ventures securing Indebtedness of such Unrestricted Subsidiary or...

  • Page 230
    ... to such purchase or other acquisition, the MLP, the Borrower or such Subsidiary is not in compliance with Section 7.07. 7.07 Change in Nature of Businesses. None of the MLP, the Borrower or any Subsidiary will engage in any line of business other than (a) Present and Related Businesses, and (b) any...

  • Page 231
    ... material transaction or material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any of its Affiliates except: (a) transactions among or between the MLP General Partner, the MLP and its...

  • Page 232
    ... then current value of such ERISA Plan's assets available for the payment of such benefit liabilities by more than $10,000,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer's proportionate share of such excess exceeds such amount...

  • Page 233
    ... relief in an involuntary case under any such Law; or makes a general assignment for the benefit of creditors; or (B) is generally unable to pay (or admits in writing its inability to so pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or...

  • Page 234
    ...all rights and ...make Loans and any obligation of the LC Issuers to make LC Credit Extensions shall automatically terminate...received on account of the Obligations shall, subject to the provisions of Sections 2.19 and 2.20, be applied by the Administrative Agent in the following order: First, to payment...

  • Page 235
    ...any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. 9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in...

  • Page 236
    ... be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken...

  • Page 237
    ... a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of...

  • Page 238
    ... of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall ....04 shall continue in effect for the benefit of such retiring Administrative Agent, its and their respective Related Parties in respect of any actions taken or...

  • Page 239
    ...Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the LC Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements...

  • Page 240
    ...the Lenders required above, affect the rights or duties of such LC Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the...

  • Page 241
    ... the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed...

  • Page 242
    ... (as opposed to direct or actual damages). (e) Change of Address, Etc. Each of the Borrower, the Guarantor, the Administrative Agent, each LC Issuer and the Swingline Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other...

  • Page 243
    ...Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any LC Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any...

  • Page 244
    ..., charges and disbursements of separate counsel), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or any LC Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other...

  • Page 245
    ... severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuer, the Swingline Lender, or such Related Party, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of...

  • Page 246
    ... thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and LC Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without...

  • Page 247
    ... Swingline Lender's rights and obligations in...Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received...

  • Page 248
    ... as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not...

  • Page 249
    ...agency being solely for tax purposes), shall maintain at the Administrative Agent's Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the...

  • Page 250
    ... participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request...

  • Page 251
    ...Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will...

  • Page 252
    ...case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. 10.08 Right of Setoff. If an Event of...

  • Page 253
    .... In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender or LC Issuer exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium...

  • Page 254
    ...compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account...to the Administrative Agent the assignment fee specified in Section 10.06(b); (2) such Lender shall have received payment of an...STATE OF NEW YORK. 96

  • Page 255
    ... THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY...

  • Page 256
    ...the Borrower Existing Credit Agreement and the Sunoco Partners Marketing Existing Credit Agreement that would otherwise be applicable to such termination, and the administrative agent under each of the Borrower Existing Credit Agreement and the Sunoco Partners Marketing Existing Credit Agreement may...

  • Page 257
    ... for such information. 10.20 Time of the Essence. Time is of the essence in connection with the Loan Documents. 10.21 No Recourse. The parties hereto hereby acknowledge and agree that neither the MLP General Partner nor any director, officer, employee, limited partner or shareholder of the Loan...

  • Page 258
    ... OPERATIONS L.P., as Borrower By: Sunoco Logistics Partners GP LLC, its general partner By : Name: Title: SUNOCO LOGISTICS PARTNERS L.P., as Guarantor By: SUNOCO PARTNERS LLC, its General Partner By: Name: Title: [THIS IS A SIGNATURE PAGE TO THE SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. CREDIT...

  • Page 259
    CITIBANK, N.A., as Administrative Agent, a LC Issuer, Swingline Lender and a Lender By: Name : Title: [THIS IS A SIGNATURE PAGE TO THE SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. CREDIT AGREEMENT]

  • Page 260
    BARCLAYS BANK PLC, as a LC Issuer and a Lender By: Name : Title: [THIS IS A SIGNATURE PAGE TO THE SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. CREDIT AGREEMENT]

  • Page 261
    PNC BANK, NATIONAL ASSOCIATION, as a LC Issuer and a Lender By: Name : Title: [THIS IS A SIGNATURE PAGE TO THE SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. CREDIT AGREEMENT]

  • Page 262
    THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a LC Issuer and a Lender By: Name : Title: [THIS IS A SIGNATURE PAGE TO THE SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. CREDIT AGREEMENT]

  • Page 263
    TD BANK, N.A., as a LC Issuer and a Lender By: Name : Title: [THIS IS A SIGNATURE PAGE TO THE SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. CREDIT AGREEMENT]

  • Page 264
    WELLS FARGO BANK, NATIONAL ASSOCIATION, as a LC Issuer and a Lender By: Name : Title: [other Lender signature pages to be added] [THIS IS A SIGNATURE PAGE TO THE SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. CREDIT AGREEMENT]

  • Page 265
    SCHEDULE 1 COMMITMENTS AND APPLICABLE PERCENTAGES Applicable Percentage 6.666666670% 6.666666670% 6.666666670% 6.666666670% 6....Credit Suisse AG, Cayman Islands Branch Compass Bank Royal Bank of Canada Goldman Sachs Bank USA Deutsche Bank AG New York Branch BNP Paribas Comerica Bank DNB Capital LLC...

  • Page 266
    SCHEDULE 2 DISCLOSURE SCHEDULE Section 5.04 - No Conflicts or Consents None. Section 5.09 - Litigation None. Section 5.10 - ERISA None. Section 7.02(a) - Limitation on Liens None. Schedule 2 - Page 1

  • Page 267
    SCHEDULE 5.12 ENVIRONMENTAL COMPLIANCE None. Schedule 5.12 - Page 1

  • Page 268
    ...% Senior Notes due January 2023 6.85% Senior Notes due February 2040 6.10% Senior Notes due February 2042 4.95% Senior Notes due January 2043 Credit Facilities $35 million West Texas Gulf Credit Facility due April 2015 $35,000,000 $175,000,000 $175,000,000 $250,000,000 $300,000,000 $350,000,000 $250...

  • Page 269
    SCHEDULE 7.08 TRANSACTIONS WITH AFFILIATES None. Schedule 7.08 - Page 1

  • Page 270
    SCHEDULE 7.09 BURDENSOME AGREEMENTS 1. $35,000,000 Revolving Credit Agreement, dated May 1, 2012, by and among West Texas Gulf Pipe Line Company, the Guarantors, the Lenders and PNC Bank, National Association, as Administrative Agent Schedule 7.09 - Page 1

  • Page 271
    ... GUARANTOR SUNOCO LOGISTICS PARTNERS L.P. 1818 Market Street, Ste. 1500 Philadelphia, PA 19103 Attn: Peter Gvazdauskas Telephone: (215) 977-6322 Facsimile: (866) 299-8665 Electronic Mail: [email protected] ADDRESS FOR ADMINISTRATIVE AGENT Citibank Delaware 1615 Brett Road OPS III New...

  • Page 272
    ... and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the "Credit Agreement"), receipt of a copy...

  • Page 273
    ... [Lender] [Affiliate] [Approved Fund] of [identify Lender] 3. Borrower: Sunoco Logistics Partners Operations L.P., a Delaware limited partnership 4. 5. Administrative Agent: Citibank, N.A., as the Administrative Agent under the Credit Agreement Credit Agreement: The Credit Agreement dated as...

  • Page 274
    ...: _____ __, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF.... Include both Fund/Pension Plan and manager making the trade (if applicable). Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). A-3

  • Page 275
    ...: [SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. By: Sunoco Logistics Partners GP LLC, its general partner By: Name: Title: ]13 [Consented to:]14 [NAME OF RELEVANT PARTY] By: Name: Title: _____ 12 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit...

  • Page 276
    ... to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the...

  • Page 277
    ...law of the State of New York. _____ 16 The Administrative Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate: "From and after the Effective Date, the Administrative Agent shall make all payments in respect...

  • Page 278
    ..., extended, supplemented or otherwise modified in writing from time to time, the "Agreement"), among Sunoco Logistics Partners Operations, L.P., a Delaware limited partnership (the "Borrower"), Sunoco Logistics Partners L.P., a Delaware limited partnership (the "Guarantor"), Citibank, N.A., as...

  • Page 279
    ..., attached hereto as Schedule 3 is the report required by Section 6.0l(d) of the Agreement. 4. On the Reporting Date, no Default or Event of Default ... WHEREOF, this instrument is executed as of SUNOCO LOGISTICS PARTNERS L.P. By: Sunoco Partners LLC, its general partner By: Name: Title: B-2

  • Page 280
    ...the four Fiscal Quarter period ending on the Reporting Date ("Subject Period"): 1. Consolidated Net Income for Subject Period (adjustments made as described on the attached schedules for (a) any gain or loss from the sale of assets other than in the ordinary course of business, (b) any extraordinary...

  • Page 281
    ... Net Income for Subject Period: 9. Cash payments in respect of items included in Line 7 subsequent to the Fiscal Quarter in which such noncash charges or losses were made: 10. Pro forma adjustments for dispositions, acquisitions, consolidations or mergers as described on the attached schedules: 11...

  • Page 282
    ..._____ Quarter Ended _____ Quarter Ended _____ Twelve Months Ended _____ Consolidated EBITDA Consolidated Net Income [+/-] pro forma adjustments for dispositions, acquisitions, consolidations or mergers (in respect of Equity Interests in Joint Ventures) + Consolidated Interest Expense + income taxes...

  • Page 283
    ..., extended, supplemented or otherwise modified in writing from time to time, the "Agreement"), among Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the "Borrower"), Sunoco Logistics Partners L.P., a Delaware limited Partnership (the "Guarantor"), Citibank, N.A., as...

  • Page 284
    ...] to [make/continue/convert] such Loans, the Borrower hereby represents, warrants, acknowledges, and agrees to and with the Administrative Agent and each Lender that: (a) The undersigned is the duly elected, qualified and acting officer of Sunoco Logistics Partners GP LLC, the general partner of the...

  • Page 285
    IN WITNESS WHEREOF, this instrument is executed as of _____ __, 20__. SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. By: Sunoco Logistics Partners GP LLC, its general partner By: Name: Title: C-3

  • Page 286
    ...Agreement, dated as of November 19, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement"), by and among Borrower, Sunoco Logistics Partners L.P., as guarantor, Citibank, N.A., as Administrative Agent, Swingline Lender and an LC Issuer...

  • Page 287
    THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. By: Sunoco Logistics Partners GP LLC, its general partner By: Name: Title: D-2

  • Page 288
    ... is executed as of November 19, 2013, by the undersigned ("Guarantor"), for the benefit of CITIBANK, N.A., a national banking association (in its capacity as Administrative Agent for the benefit of Lenders). RECITALS A. Sunoco Logistics Partners Operations L.P., a Delaware limited partnership...

  • Page 289
    ... collectively, on any date of determination, the Lenders and their permitted successors and assigns. "Rights" means rights, remedies, powers, privileges, and benefits. GUARANTY. The Guarantor hereby guarantees to Administrative Agent and Lenders the prompt payment in full when due, whether at stated...

  • Page 290
    ... any final release resulting from payment in full of such Guaranteed Debt; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, bankruptcy, or lack of corporate or partnership power of any other obligor at any time liable for any Guaranteed...

  • Page 291
    ... any security securing same because it exceeds the amount permitted by Law, the act of creating it is ultra vires, the officers creating it exceeded their authority or violated their fiduciary duties in connection with it, or otherwise; (j) any payment of the Guaranteed Debt to Administrative Agent...

  • Page 292
    ... affecting Borrower's ability to perform under the Loan Documents to which it is a party. LOAN DOCUMENT. This Guaranty is a Loan Document and is subject to the applicable provisions of Articles I and X of the Credit Agreement, including, without limitation, the provisions relating to GOVERNING LAW...

  • Page 293
    ... successors and assigns. Upon appointment of any successor Administrative Agent under the Credit Agreement, all of the Rights of Administrative Agent under this Guaranty automatically vest in that new Administrative Agent as successor Administrative Agent on behalf of Lenders without any further act...

  • Page 294
    EXECUTED as of the date first stated in this Guaranty. GUARANTOR: SUNOCO LOGISTICS PARTNERS L.P., a Delaware limited partnership By: Sunoco Partners LLC, a Pennsylvania limited liability company, its General Partner By: Name: Title: E-7

  • Page 295
    EXHIBIT F FORMS OF U.S. TAX COMPLIANCE CERTIFICATES

  • Page 296
    ..., extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement"), among Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the "Borrower"), Sunoco Logistics Partners L.P., a Delaware limited partnership (the "Guarantor"), Citibank, N.A., as...

  • Page 297
    ..., extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement"), among Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the "Borrower"), Sunoco Logistics Partners L.P., a Delaware limited partnership (the "Guarantor"), Citibank, N.A., as...

  • Page 298
    ..., extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement"), among Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the "Borrower"), Sunoco Logistics Partners L.P., a Delaware limited partnership (the "Guarantor"), Citibank, N.A., as...

  • Page 299
    Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: _____ __, 20[ ] F-3-2

  • Page 300
    ..., extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement"), among Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the "Borrower"), Sunoco Logistics Partners L.P., a Delaware limited partnership (the "Guarantor"), Citibank, N.A., as...

  • Page 301
    Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. F-4-2

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    [NAME OF LENDER] By: Name: Title: Date: _____ __, 20[ ] F-4-3

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    Exhibit 10.9 SUNOCO PARTNERS LLC ANNUAL SHORT-TERM INCENTIVE BONUS PLAN

  • Page 304
    SUNOCO PARTNERS LLC ANNUAL SHORT-TERM INCENTIVE BONUS PLAN 1. Purpose. The purpose of this Plan is to motivate management and the employees of the Company and its Affiliates who perform services for the Partnership to earn annual cash awards through the achievement of performance and target goals. ...

  • Page 305
    ... Partnership means Sunoco Logistics Partners L.P., a Delaware limited partnership. Person means an individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity. Plan...

  • Page 306
    ... of the Company, the Partnership and/or its affiliate to terminate the employment, with or without cause, of an employee, including an Eligible Employee. Nothing in this Plan shall give any employee any right to participate in the Plan and/or to receive an Annual Bonus with respect to any Plan Year...

  • Page 307
    ... or local taxes. Off-set. The Company reserves the right to withhold any or all portions of an award or to reduce an award to a participant up to an amount equal to any amount the participant owes to the Company or any of its Affiliates. Effective Date. This Plan shall be effective for the Plan Year...

  • Page 308
    ... the total operating lease rental expense which is that portion deemed to be interest. Represents income before income tax expense for all consolidated entities, including Inland Corporation, Mid-Valley Pipeline Company and West Texas Gulf Pipe Line Company. Represents dividends received from equity...

  • Page 309
    ...L.P. Sunoco Logistics Partners Operations GP LLC Sunoco Partners Lease Acquisition & Marketing LLC Sunoco Partners Marketing & Terminals L.P. Sunoco Pipeline L.P. Sunoco Pipeline Acquisition LLC Sun Pipe Line Company of Delaware LLC Mid-Valley Pipeline Company West Texas Gulf Pipe Line Company Excel...

  • Page 310
    ...REGISTERED PUBLIC ACCOUNTING FIRM We have issued our reports dated February 27, 2014, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of Sunoco Logistics Partners L.P. on Form 10-K for the year ended December 31, 2013...

  • Page 311
    ... Operations L.P. (as issuer of debt securities), and in the Registration Statement (Form S-8 No. 333-96897) pertaining to the Sunoco Partners LLC Long-Term Incentive Plan of Sunoco Logistics Partners L.P. of our reports dated March 1, 2013, with respect to the consolidated financial statements...

  • Page 312
    ... capacity as a director or officer, or both, of the Company, as hereinafter set forth opposite his or her signature, to sign and to file the Sunoco Logistics Partners L.P. Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2013, and any and...

  • Page 313
    IN WITNESS WHEREOF, the undersigned have executed this instrument, all as of the 27th day of February, 2014. /S/ MICHAEL J. HENNIGAN Michael J. Hennigan Director, President and Chief Executive Officer (Principal Executive Officer) Director /S/ STEVEN R. ANDERSON Steven R. Anderson SCOTT A. ...

  • Page 314
    ...Hennigan, President and Chief Executive Officer of Sunoco Partners LLC, the general partner of the registrant Sunoco Logistics Partners L.P., certify that: 1. 2. I have reviewed this annual report on Form 10-K of Sunoco Logistics Partners L.P.; Based on my knowledge, this report does not contain any...

  • Page 315
    ...I, Martin Salinas, Jr., Chief Financial Officer of Sunoco Partners LLC, the general partner of the registrant Sunoco Logistics Partners L.P., certify that: 1. 2. I have reviewed this annual report on Form 10-K of Sunoco Logistics Partners L.P.; Based on my knowledge, this report does not contain any...

  • Page 316
    ... Officer, of Sunoco Partners LLC, the general partner of the registrant Sunoco Logistics Partners L.P., do each certify that the registrant's Annual Report on Form 10-K for the year ended December 31, 2013 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange...