Sunoco 2013 Annual Report Download - page 27

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reduce the amount of cash available for distribution to our common unitholders and may adversely affect the market price of
our common units.
A unitholder may not have limited liability if a state or federal court finds that we are not in compliance with the applicable
statutes or that unitholder action constitutes control of our business.
The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not
been clearly established in some states. A unitholder could be held liable in some circumstances for our obligations to the same
extent as a general partner if a state or federal court determined that:
• we had been conducting business in any state without complying with the applicable limited partnership statute; or
• the right or the exercise of the right by the unitholders as a group to remove or replace our general partner, to approve
some amendments to the partnership agreement, or to take other action under the partnership agreement constituted
participation in the "control" of our business.
Under applicable state law, our general partner has unlimited liability for our obligations, including our debts and
environmental liabilities, if any, except for our contractual obligations that are expressly made without recourse to our general
partner.
In addition, Section 17-607 of the Delaware Revised Uniform Limited Partnership Act provides that under some
circumstances a unitholder may be liable to us for the amount of a distribution for a period of three years from the date of the
distribution.
RISKS RELATED TO OUR DEBT
References under this heading to "we," "us," and "our" mean Sunoco Logistics Partners Operations L.P.
We may not be able to obtain funding, or obtain funding on acceptable terms, to meet our future capital needs.
Global market and economic conditions have been, and continue to be volatile. The debt and equity capital markets have
been impacted by, among other things, significant write-offs in the financial services sector and the re-pricing of credit risk in
the broadly syndicated market.
As a result, the cost of raising money in the debt and equity capital markets could be higher and the availability of funds
from those markets could be diminished if we seek access to those markets. Accordingly, we cannot be certain that additional
funding will be available if needed and to the extent required, on acceptable terms. If additional funding is not available when
needed, or is available only on unfavorable terms, we may be unable to implement our business plan, enhance our existing
business, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any
of which could have a material adverse effect on our revenues and results of operations.
Restrictions in our debt agreements may prevent us from engaging in some beneficial transactions or paying distributions to
unitholders.
As of December 31, 2013, our total outstanding indebtedness was $2.38 billion excluding net unamortized fair value
adjustments. Our payment of principal and interest on the debt will reduce the cash available for distribution on our units, as
will our obligation to repurchase the senior notes upon the occurrence of specified events involving a change in control of our
general partner. In addition, we are prohibited by our credit facilities and the senior notes from making cash distributions during
an event of default, or if the payment of a distribution would cause an event of default, under any of our debt agreements. Our
leverage and various limitations in our credit facilities and our senior notes may reduce our ability to incur additional debt,
engage in some transactions, and capitalize on acquisition or other business opportunities. Any subsequent refinancing of our
current debt or any new debt could have similar or greater restrictions.
We could incur a substantial amount of debt in the future, which could prevent us from fulfilling our debt obligations.
We are permitted to incur additional debt, subject to certain limitations under our revolving credit facilities and, in the
case of secured debt, under the indenture governing the notes. If we incur additional debt in the future, our increased leverage
could, for example:
• make it more difficult for us to satisfy our obligations under our debt securities or other indebtedness and, if we fail to
comply with the requirements of the other indebtedness, could result in an event of default under our debt securities or
such other indebtedness;