SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.Underwriting Agreement • February 6th, 2009 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • New York
Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to the several underwriters (collectively, the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) $175,000,000 aggregate principal amount of its 8.75% Senior Notes due 2014 (the “Notes”). The Operating Partnership’s obligations under the Notes and the Indenture (as defined below) will be unconditionally guaranteed (the “Guarantee”), on a senior basis, by the Guarantor (as defined below). The Notes and the Guarantee are referred to herein as the “Securities.” The Securities will (i) have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) as of the Applicable Time (as defined below) and the Prospectus (as defined below) dated as of the date hereof and (ii) be issued pursuant to the Indenture dated as of December 16, 2005 (the “Original Indenture”) among the Operating Partnership, as th
SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. As Issuer, SUNOCO LOGISTICS PARTNERS L.P. As Guarantor, and U.S. BANK NATIONAL ASSOCIATION, As Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of February 6, 2009 to Indenture dated as of December 16, 2005...Second Supplemental Indenture • February 6th, 2009 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • New York
THIS SECOND SUPPLEMENTAL INDENTURE dated as of February 6, 2009 is among Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the “Partnership”), Sunoco Logistics Partners L.P., a Delaware limited partnership (the “Guarantor”), and U.S. Bank National Association, a national banking association, as successor trustee (the “Trustee”). Each capitalized term used but not defined in this Second Supplemental Indenture shall have the meaning assigned to such term in the Original Indenture (as defined below).
