Sunoco 2013 Annual Report Download - page 296

F-1–1
EXHIBIT F-1
[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
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
"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 Administrative Agent, Swingline Lender and an LC Issuer, and
the Lenders and other agents from time to time parties thereto.
Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s)
evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a "bank"
within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of
the Borrower within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B)of the Code and (iv) it is
not a "controlled foreign corporation" related to the Borrower as described in Section 88l(c)(3)(C)
of the Code.
The undersigned has furnished the Administrative Agent and the Borrower with a certificate
of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned
agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly
so inform the Borrower and the Administrative Agent in writing, and (2) the undersigned shall have
at all times furnished the Borrower and the Administrative Agent with a properly completed and
currently effective certificate and a duly completed IRS form W-8BEN in either the calendar year
in which each payment is to be made to the undersigned, or in either of the two calendar years
preceding such payments.
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 LENDER]
By:
Name:
Title:
Date: __________ __, 20[ ]