Sunoco 2013 Annual Report Download - page 298

F-3–1
EXHIBIT F-3
[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are 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 owner of the participation in respect of which it is providing
this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such
participation, (iii) with respect such participation, neither the undersigned nor any of its direct or
indirect partners/members is a "bank" extending credit pursuant to a loan agreement entered into
in the ordinary course of its trade or business within the meaning of Section 88l(c)(3)(A) of the
Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower
within the meaning of Section 87l(h)(3)(B) or 88l(c)(3)(B) of the Code and (v) none of its direct
or indirect partners/members is a "controlled foreign corporation" related to the Borrower as
described in Section 88l(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with IRS Form W-8IMY
accompanied by one of the following forms from each of its partners/members that is claiming the
portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied
by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming
the portfolio interest exemption, provided that, for the avoidance of doubt, the foregoing shall not
limit the obligation of the undersigned to provide, in the case of a partner/member not claiming the
portfolio interest exemption, a properly completed IRS Form W-8ECI, Form W-8EXP, Form W-9
or Form W-8IMY (including appropriate underlying certificates from each interest holder of such
partner/member, together with a U.S. Tax Compliance Certificate substantially in the form of the
relevant Exhibit E-1, E-2, E-3 or E-4, as applicable), in each case establishing such partner/member’s
available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned
agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly
so inform such Lender in writing and (2) the undersigned shall have at all times furnished such
Lender with a properly completed and currently effective certificate and an IRS Form W-8IMY and
accompanying IRS Form W-8BEN or other applicable forms 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.