Sunoco 2013 Annual Report Download - page 288

E–1
EXHIBIT E
FORM OF GUARANTY
THIS GUARANTY 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
("Borrower"), Sunoco Logistics Partners L.P., a Delaware limited partnership (the "MLP"), Citibank,
N.A., as Administrative Agent (including its permitted successors and assigns in such capacity,
"Administrative Agent"), and the Lenders now or hereafter party to the Credit Agreement (including
their respective permitted successors and assigns, "Lenders") have entered into a Credit Agreement,
dated as of even date herewith (as amended, modified, supplemented, or restated from time to time,
the "Credit Agreement");
B. Borrower is a Subsidiary of Guarantor, and therefore, Guarantor will derive direct
and substantial benefits from the extensions of credit under the Credit Agreement; and
C. This Guaranty is integral to the transactions contemplated by the Loan Documents
and the execution and delivery hereof, is a condition precedent to Lenders’ obligations to extend
credit under the Loan Documents.
ACCORDINGLY, for adequate and sufficient consideration, the receipt and adequacy of
which are hereby acknowledged, the Guarantor hereby agrees as follows:
1. DEFINITIONS. Terms defined in the Credit Agreement have the same meanings
when used, unless otherwise defined, in this Guaranty. As used in this Guaranty:
"Borrower" means Borrower, Borrower as a debtor-in-possession, and any receiver, trustee,
liquidator, conservator, custodian, or similar party appointed for Borrower or for all or substantially
all of Borrower’s assets under any Debtor Relief Law.
"Credit Agreement" is defined in the recitals to this Guaranty.
"Guaranteed Debt" means, collectively, (a) the Obligations and (b) all present and future
costs, attorneys’ fees, and expenses reasonably incurred by Administrative Agent or any Lender to
enforce Borrower’s, the Guarantor’s, or any other obligor’s payment of any of the Obligations,
including, without limitation (to the extent lawful), all present and future amounts that would become
due but for the operation of §§ 502 or 506 or any other provision of Title 11 of the United States
Code and all present and future accrued and unpaid interest (including, without limitation, all post-
maturity interest and any post-petition interest in any proceeding under Debtor Relief Laws to which
Borrower or the Guarantor becomes subject whether or not the claim for such interest is allowed
in such proceeding.).