Sunoco 2013 Annual Report Download - page 300

F-4–1
EXHIBIT F-4
[FORM OF] U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders 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 Loan(s) (as well as any Note(s) evidencing such
Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members
are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)),
(iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan
Document, 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 881(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 871
(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 881(c)(3)(C) of
the Code.
The undersigned has furnished the Administrative Agent and the Borrower 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 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 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.