AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUNOCO LOGISTICS PARTNERS, L.P.Sunoco Logistics Partners Lp • March 4th, 2004 • Pipe lines (no natural gas) • Delaware
This Amendment No. 2 (this “Amendment No.2”) to the First Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P. (the “Partnership”) is hereby adopted effective as of January 20, 2004, by Sunoco Partners LLC, a Pennsylvania limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
AMENDED AND RESTATED TREASURY SERVICES AGREEMENTTreasury Services Agreement • March 4th, 2004 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • Pennsylvania
This Amended and Restated Treasury Services Agreement (the “Agreement”) is made as of this 26th day of November, 2003, by and among SUNOCO, INC., a Pennsylvania corporation (“Sunoco”), SUNOCO LOGISTICS PARTNERS L.P., a Delaware limited partnership (the “Master Partnership”), SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., a Delaware limited partnership (the “Operating Partnership”), SUNOCO PIPELINE L.P., a Texas limited partnership (the “Pipeline Partnership”) and SUNOCO PARTNERS MARKETING & TERMINALS L.P., a Texas limited partnership (the “Terminalling Partnership”) (each of the Master Partnership, the Operating Partnership, the Pipeline Partnership and the Terminalling Partnership being a “Partnership” and, collectively, the “Partnerships”).
JOINDER AGREEMENTJoinder Agreement • March 4th, 2004 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • New York
This JOINDER AGREEMENT (this “Agreement”) dated as of April 14, 2003, is executed by ROYAL BANK OF CANADA (the “New Lender”) for the benefit of BANK OF AMERICA, N.A., as Administrative Agent for itself and the other Lenders parties to that certain Credit Agreement dated as of February 1, 2002, among SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., as borrower, the Guarantors named therein, the financial institutions from time to time party thereto (collectively, the “Lenders”), and Bank of America, N.A., as Administrative Agent (as renewed, extended, amended or restated, the “Credit Agreement”; capitalized terms not otherwise defined herein being used herein as defined in the Credit Agreement).
JOINDER AGREEMENTJoinder Agreement • March 4th, 2004 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • New York
This JOINDER AGREEMENT (this “Agreement”) dated as of March 14, 2003, is executed by SUNTRUST BANK (the “New Lender”) for the benefit of BANK OF AMERICA, N.A., as Administrative Agent for itself and the other Lenders parties to that certain Credit Agreement dated as of February 1, 2002, among SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., as borrower, the Guarantors named therein, the financial institutions from time to time party thereto (collectively, the “Lenders”), and Bank of America, N.A., as Administrative Agent (as renewed, extended, amended or restated, the “Credit Agreement”; capitalized terms not otherwise defined herein being used herein as defined in the Credit Agreement).
MEMBERSHIP ASSIGNMENT AGREEMENTMembership Assignment Agreement • March 4th, 2004 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • Pennsylvania
Reference is made to the Second and Restated Limited Liability Company Agreement of Sunoco Partners LLC, a Pennsylvania limited liability company (the “Company”), dated as of April 30, 2002 as amended by Amendment No. 1 dated as of January 1, 2003 (the “LLC Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the LLC Agreement.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SUNOCO PARTNERS LLCSunoco Logistics Partners Lp • March 4th, 2004 • Pipe lines (no natural gas) • Pennsylvania
This AMENDMENT NO. 1, dated as of January 1, 2003 (this “Amendment”), to the Second Amended and Restated Limited Liability Company Agreement of Sunoco Partners LLC, dated as of April 30, 2002 (the “LLC Agreement”) is adopted, executed and agreed to by Sun Pipe Line Company of Delaware, a Delaware corporation, Sun Pipe Line Company, a Texas corporation (“SPL”), Sunoco, Inc. (R&M), a Pennsylvania corporation, Atlantic Petroleum Corporation, a Delaware corporation, and Atlantic Refining & Marketing Corp., a Delaware corporation, (the foregoing referred to in the aggregate as “Members”), and Sunoco Partners LLC, a Pennsylvania limited liability company (the “Company”).
