Sunoco 2013 Annual Report Download - page 286

D–1
EXHIBIT D
FORM OF NOTE
Date: _______________, 20__
FOR VALUE RECEIVED, the undersigned (the "Borrower") hereby promises to pay to
_________________________ or its registered assigns (the "Lender"), in accordance with the
provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time
to time made by the Lender to the Borrower under 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"), by and among Borrower, Sunoco Logistics Partners L.P., as
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 them in the Agreement.
The Borrower promises to pay interest on the unpaid principal amount of each Loan from
the date of such Loan until such principal amount is paid in full, at such interest rates and at such
times as provided in the Agreement. Except as otherwise provided in Section 2.02 of the Agreement
with respect to Swingline Loans, all payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately available funds to
the account designated by the Administrative Agent. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof
until the date of actual payment (and before as well as after judgment) computed at the per annum
rate set forth in the Agreement.
This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof
and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon
the occurrence and continuation of one or more of the Events of Default specified in the Agreement,
all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately
due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced
by one or more loan accounts or records maintained by the Lender in the ordinary course of business.
The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity
of its Loans and payments with respect thereto.
The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and non-payment of this Note.