Sunoco 2013 Annual Report Download - page 278

B–1
EXHIBIT B
FORM OF COMPLIANCE CERTIFICATE
To: Citibank, N.A., as the Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of November 19, 2013 (as
amended, restated, 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 Administrative Agent, Swingline Lender and an LC Issuer, and the Lenders and
other agents from time to time parties thereto. Terms that are defined in the Agreement are used
herein with the meanings given to them in the Agreement.
The undersigned Responsible Officer hereby certifies as of the date hereof that he is the
[chief financial officer/principal accounting officer/treasurer] of Sunoco Partners LLC, the general
partner of the Guarantor, and that, as such, he is authorized to execute and deliver this Compliance
Certificate to the Administrative Agent on behalf of the Borrower and the Guarantor, and that:
[Use following paragraph 1for fiscal year-end financial statements]
1. Attached hereto as Schedule 1 are the year-end audited financial statements (the
"Financial Statements") required by Section 6.0l(a) of the Agreement for the Fiscal Year of the
Guarantor ended as of December 31, 201[_] (the "Reporting Date"), together with the report and
opinion of an independent certified public accountant required by such section. Such Financial
Statements are accurate and complete in all material respects and satisfy the requirements of the
Agreement.
[Use following paragraph 1for fiscal quarter-end financial statements]
1. Attached hereto as Schedule 1 are the unaudited financial statements (the "Financial
Statements") required by Section 6.0l(b) of the Agreement for the Fiscal Quarter of the Guarantor
ended as of _______________, 201[_] (the "Reporting Date"). Such Financial Statements are
accurate and complete in all material respects (subject to normal year-end adjustments) and satisfy
the requirements of the Agreement.
2. Attached hereto as Schedule 2 are calculations showing [compliance] [non-
compliance] as of the Reporting Date with the requirements of Section 7.10 of the Agreement. The
financial covenant analyses and information set forth on Schedule 2 attached hereto are true and
accurate on and as of the date of this Certificate. A review of the activities of the Borrower and the
Guarantor during such fiscal period has been made under the supervision of the undersigned with
a view to determine whether during such fiscal period the Borrower and the Guarantor performed
and observed all its obligations under the Loan Documents.