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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 8,
2005 (August 4,
2005)
SUNOCO LOGISTICS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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1-31219
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23-3096839 |
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(State or other
jurisdiction of
incorporation)
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(Commission
file number)
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(IRS employer
identification
number) |
1735 Market Street, Philadelphia, PA 19103-7583
(Address of principal executive offices) (Zip Code)
(215) 977-3000
(Registrants telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On August 4, 2005, Sunoco Logistics Partners L.P., a Delaware limited partnership (the
Partnership), entered into an underwriting agreement, attached as Exhibit 1.1 hereto, with the
underwriters named therein with respect to the issue and sale by the Partnership of up to 1,725,000
common units (including an option to purchase up to 225,000 additional common units to cover
over-allotments) representing limited partner interests in the Partnership (the Units) in an
underwritten public offering (the Offering). The Units sold in the Offering were registered under
the Securities Act of 1933, as amended, pursuant to the Partnerships shelf registration statement
on Form S-3 (File No. 333-103710). The closing of the Offering is expected to occur on August 10,
2005.
In addition, the Partnership issued a press release on August 5, 2005, announcing the pricing
of the Units. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
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1.1 |
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Underwriting Agreement dated as of August 4, 2005 by and among
the Partnership, Sunoco Partners LLC and Lehman Brothers Inc., as representative
of the several underwriters named therein. |
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5.1 |
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Opinion of Vinson & Elkins L.L.P. |
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8.1 |
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Opinion of Vinson & Elkins L.L.P. relating to tax matters. |
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23.1 |
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Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1
hereto). |
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23.2 |
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Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1
hereto) |
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99.1 |
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Sunoco Logistics Partners L.P. Press Release dated August 5, 2005 |
Forward-Looking Statements
Statements contained in this report, or the exhibits thereto, that state the Partnerships or
managements expectations or predictions of the future are forward-looking statements. The
Partnerships actual results could differ materially from those projected in such forward-looking
statements. Factors that could affect such results include those mentioned in the documents that
the Partnership has filed with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SUNOCO LOGISTICS PARTNERS LP.
By: Sunoco Partners LLC,
its General Partner
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By: |
/s/ COLIN A. OERTON
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Colin A. Oerton |
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Vice President and
Chief Financial Officer |
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August 8, 2005
EXHIBIT INDEX
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Exhibit |
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No. |
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Exhibit |
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1.1
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Underwriting Agreement dated as of August 4, 2005 by and among the Partnership, Sunoco
Partners LLC and Lehman Brothers Inc., as representative of the several underwriters named
therein. |
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5.1
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Opinion of Vinson & Elkins L.L.P. |
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8.1
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Opinion of Vinson & Elkins L.L.P. relating to tax matters. |
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23.1
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Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto). |
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23.2
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Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1 hereto) |
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99.1
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Sunoco Logistics Partners L.P. Press Release dated August 5, 2005 |
exv1w1
Execution Copy
SUNOCO LOGISTICS PARTNERS L.P.
1,500,000 Common Units
Representing Limited Partner Interests
UNDERWRITING AGREEMENT
August 4, 2005
Lehman Brothers Inc.
As
the Representative of the several
Underwriters
named in Schedule 1 attached hereto
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Ladies and Gentlemen:
Sunoco Logistics Partners L.P., a Delaware limited partnership (the Partnership),
proposes to issue and sell to the several underwriters named in Schedule 1 hereto
(collectively, the Underwriters) an aggregate of 1,500,000 common units (the Firm
Units) representing limited partner interests in the Partnership (the Common Units).
In addition, the Partnership proposes to grant to the Underwriters an option to purchase up to an
additional 225,000 Common Units on the terms and for the purposes set forth in Section 2
(the Option Units). The Firm Units and the Option Units, if purchased, are hereinafter
collectively called the Units. Lehman Brothers Inc. (the Representative) shall
act as representative of the several Underwriters. Capitalized terms used but not defined herein
shall have the same meanings given them in the Partnership Agreement (as defined herein).
Sunoco Partners LLC, a Pennsylvania limited liability company (the General Partner),
is an indirect wholly owned subsidiary of Sunoco, Inc., a Pennsylvania corporation
(Sunoco), and the general partner of the Partnership. The Partnership is the sole
limited partner of Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the
Operating Partnership), and the sole member of Sunoco Logistics Partners GP LLC, a
Delaware limited liability company (the OLP GP), which serves as the general partner of
the Operating Partnership. The Operating Partnership is the sole member of Sunoco Logistics
Partners Operations GP LLC, a Delaware limited liability company (the Operating GP LLC),
which serves as the general partner of each of Sunoco Partners Marketing & Terminals L.P., a Texas
limited partnership (Sunoco M&T LP), and Sunoco Pipeline L.P., a Texas limited
partnership (Sunoco Pipeline LP). The Operating Partnership is the sole limited partner
of each of Sunoco M&T LP and Sunoco Pipeline LP. Each of the Operating GP LLC, Sunoco M&T LP and
Sunoco Pipeline LP is a subsidiary of the Operating Partnership, and is sometimes referred to
herein, individually as a Subsidiary and collectively, as the Subsidiaries.
The General Partner, the Partnership, the Operating Partnership, the OLP GP and the
Subsidiaries are sometimes referred to herein individually as a Partnership Entity and
collectively as the Partnership Entities. The Partnership Entities, excluding the
General Partner, are sometimes referred to herein collectively as the Partnership Group.
The General Partner and the Partnership are referred to herein collectively as the Partnership
Parties and are parties to this Agreement (defined below).
Prior to the date hereof, Sunoco Pipeline LP acquired a crude oil pipeline system, an
associated storage facility and other related assets located in Texas (the Exxon Assets)
from Mobil Pipe Line Company, a Delaware corporation (MPLCO), pursuant to the Purchase
and Sale Agreement, dated May 6, 2005 (the Acquisition Agreement), among such parties.
In connection therewith, the following ancillary agreements were entered into:
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(1) |
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the Release Agreement, dated August 1, 2005 (the Release Agreement),
by and between MPLCO and Sunoco Pipeline LP; |
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(2) |
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the Ground Lease, dated August 1, 2005 (the Ground Lease), between
Sunoco Pipeline LP and MPLCO; |
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(3) |
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the Facilities Separation Agreement, dated August 1, 2005 (the Facilities
Separation Agreement), by and among MPLCO and Sunoco Pipeline LP; |
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the Easement Sharing Agreement, dated August 1, 2005 (the Easement Sharing
Agreement), by and between MPLCO and Sunoco Pipeline LP; and |
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(5) |
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various bills of sale, assignments, easements, conveyances and related
documents (collectively, the Exxon Conveyances, and together with the
Acquisition Agreement, the Release Agreement, the Ground Lease, the Facilities
Separation Agreement and the Easement Sharing Agreement, the Exxon Transaction
Documents). |
The transactions contemplated under the Exxon Transaction Documents are referred to herein as
the Transactions.
This underwriting agreement (the Agreement) is to confirm the agreement among the
Partnership Parties and the Underwriters concerning the purchase of the Units from the Partnership
by the Underwriters.
Section 1. Representations, Warranties and Agreements of the Partnership Parties.
Each of the Partnership Parties, jointly and severally, represent, warrant and agree that:
(a) Registration. A registration statement on Form S-3 (File No. 333-103710) with respect to
the Units has (i) been prepared by the Partnership in conformity with the requirements of the
Securities Act of 1933, as amended (the Securities Act), and the rules and regulations
(the Rules and Regulations) of the Securities and Exchange Commission (the
Commission) thereunder, (ii) been filed with the Commission under the Securities Act and
(iii) become effective under the Securities Act. Copies of such registration statement and each of
the amendments thereto, if any, have been delivered by the Partnership to the Representative. As
used in this Agreement, Effective Time means the date and the time as of which such
registration statement, or the most recent post-effective amendment thereto, if any, was declared
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effective by the Commission; Effective Date means the date of the Effective Time;
Preliminary Prospectus means (i) the prospectus included in such registration statement
or amendments thereto, before such registration statement became effective under the Securities
Act, (ii) any prospectus filed with the Commission by the Partnership with the consent of the
Representative pursuant to Rule 424(a) of the Rules and Regulations, or (iii) any preliminary
prospectus supplement, including the accompanying base prospectus, filed with the Commission by the
Partnership with the consent of the Representative pursuant to Rule 424(b) of the Rules and
Regulations after the effectiveness of such registration statement and prior to the initial
delivery of the Prospectus (as defined below) to the Underwriters; Registration Statement
means the registration statement referred to above, as amended at the Effective Time, including any
documents incorporated by reference therein at such time and all information contained in the final
prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and
deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of
the Rules and Regulations and any new registration statement registering additional securities
pursuant to Rule 462(b) of the Rules and Regulations; and Prospectus means the final
prospectus supplement relating to the Units and the offering thereof, including the accompanying
base prospectus, as first filed with the Commission pursuant to Rule 424(b) of the Rules and
Regulations after the date and time this Agreement is executed. Reference made herein to any
Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of
the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to
any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include any information filed under the Securities Exchange Act of 1934, as amended
(the Exchange Act), after the date of such Preliminary Prospectus or the Prospectus, as
the case may be, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as
the case may be; and any reference to any amendment to the Registration Statement shall be deemed
to include any periodic report of the Partnership filed with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in
the Registration Statement. The Commission has not issued any order preventing or suspending the
use of any Preliminary Prospectus or Prospectus or suspending the effectiveness of the Registration
Statement, and no proceeding for such purpose has been instituted or threatened by the Commission.
(b) No Material Misstatements or Omissions. The Registration Statement conforms and the
Prospectus will conform, and any further amendments or supplements to the Registration Statement or
the Prospectus will, when they become effective or are filed with the Commission and on the
applicable Delivery Date (as defined in Section 4), as the case may be, conform in all
respects to the requirements of the Securities Act and the Rules and Regulations and do not and
will not, as of the applicable Effective Date (as to the Registration Statement and any amendment
thereto) and as of the applicable filing date and the applicable Delivery Date (as to the
Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in the light of the circumstances under which they were
made) not misleading; and each of the statements made by the Partnership in the Registration
Statement, and to be made in the Prospectus and any further amendments or supplements to the
Registration Statement or Prospectus within the coverage of Rule 175(b) of the Rules and
Regulations under the Securities Act, including (but not limited to) any statements with respect to
future cash distributions of the Partnership or the anticipated ratio of taxable
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income to distributions was made or will be made with a reasonable basis and in good faith.
Notwithstanding the foregoing, no representation or warranty is made as to information contained in
or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity
with information furnished to the Partnership in writing by or on behalf of any Underwriter through
the Representative expressly for use therein, which information is specified in Section
8(e).
(c) Incorporated Documents. The documents incorporated by reference in the Registration
Statement, the Prospectus and any Preliminary Prospectus, when they were filed with the Commission
and on the applicable Delivery Date, conformed and will conform in all material respects to the
requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and
none of such documents contained or will contain an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the statements therein
not misleading; and any further documents so filed and incorporated by reference in the
Registration Statement, the Prospectus and any Preliminary Prospectus, respectively, when such
documents are filed with the Commission and on the applicable Delivery Date, will conform in all
material respects to the requirements of the Exchange Act and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not
misleading.
(d) Formation and Qualification of the Partnership and Operating Partnership. Each of the
Partnership and the Operating Partnership has been duly formed and is validly existing in good
standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, as
amended (the Delaware LP Act), with full partnership power and authority necessary to own
or lease its properties and assets and to conduct the businesses in which it is engaged as
described in the Registration Statement and the Prospectus. Each of the Partnership and the
Operating Partnership is duly registered or qualified as a foreign limited partnership for the
transaction of business under the laws of each jurisdiction listed opposite its name on Annex
2, such jurisdictions being the only jurisdictions in which the ownership or lease of property
or the character of business conducted by it makes such qualification or registration necessary,
except where the failure to so register or qualify would not (i) have a material adverse effect on
the general affairs, management, condition (financial or otherwise), business, prospects,
properties, assets, securityholders equity, capitalization or results of operations of the
Partnership Entities, taken as a whole (a Material Adverse Effect), or (ii) subject the
limited partners of the Partnership to any material liability or disability.
(e) Formation and Qualification of the LP Subsidiaries. Each of Sunoco M&T LP and Sunoco
Pipeline LP (collectively, the LP Subsidiaries and each individually, a LP
Subsidiary) has been duly formed and is validly existing in good standing as a limited
partnership under the Texas Revised Limited Partnership Act, as amended (the Texas LP
Act), with full partnership power and authority necessary to own or lease its properties and
assets and to conduct the businesses in which it is engaged, in each case in all material respects.
Each of the LP Subsidiaries is duly registered or qualified as a foreign limited partnership for
the transaction of business under the laws of each jurisdiction listed opposite its name on
Annex 2, such jurisdictions being the only jurisdictions in which the ownership or lease of
property or the character of business conducted by it makes such registration or qualification
necessary, except
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where the failure to so register or qualify would not (i) have a Material Adverse Effect or
(ii) subject the limited partners of the Partnership to any material liability or disability.
(f) Formation and Qualification of the General Partner. The General Partner has been duly
formed and is validly existing in good standing as a limited liability company under the
Pennsylvania Limited Liability Company Law of 1994, as amended (the Pennsylvania LLC
Law), with full limited liability company power and authority necessary to own or lease its
properties, to conduct the businesses in which it is engaged, in each case in all material
respects, and to act as general partner of the Partnership. The General Partner is duly registered
or qualified as a foreign limited liability company for the transaction of business under the laws
of each jurisdiction listed opposite its name on Annex 2, such jurisdictions being the only
jurisdictions in which the ownership or lease of property or the character of business conducted by
it makes such qualification necessary, except where the failure to so register or qualify would not
(i) have a Material Adverse Effect or (ii) subject the limited partners of the Partnership to any
material liability or disability.
(g) Formation and Qualification of the OLP GP and the Operating GP LLC. Each of the OLP GP
and the Operating GP LLC has been duly formed and is validly existing in good standing as a limited
liability company under the Delaware Limited Liability Company Act, as amended (the Delaware
LLC Act), with full limited liability company power and authority necessary (i) to own or hold
its properties and to conduct the businesses in which it is engaged, in each case in all material
respects, (ii) with regard to the OLP GP, to act as general partner of the Operating Partnership,
and (iii) with regard to the Operating GP LLC, to act as general partner of each of the LP
Subsidiaries. Each of the OLP GP and the Operating GP LLC is duly registered or qualified as a
foreign limited liability company for the transaction of business under the laws of each
jurisdiction listed opposite its name on Annex 2, such jurisdictions being the only
jurisdictions in which the ownership or lease of property or the character of business conducted by
it makes such registration or qualification necessary, except where the failure to so register or
qualify would not (i) have a Material Adverse Effect or (ii) subject the limited partners of the
Partnership to any material liability or disability.
(h) Existence and Good Standing of the Joint Ventures. To the knowledge of the Partnership
Parties, each of Wolverine Pipeline Company, a Delaware corporation (Wolverine),
Yellowstone Pipeline Company, a Delaware corporation (Yellowstone), West Shore Pipeline
Company, a Delaware corporation (West Shore), West Texas Gulf Pipe Line Company, a
Delaware corporation (West Texas Gulf), and Explore Pipeline Company, a Delaware
corporation (Explorer, and together with Wolverine, Yellowstone, West Shore and West
Texas Gulf, the Joint Ventures), has been duly incorporated or organized and is validly
existing in good standing as a corporation under the laws of its jurisdiction of incorporation with
full corporate power and authority necessary to own or hold its properties and to conduct the
businesses in which it is engaged, in each case in all material respects. To the knowledge of the
Partnership Parties, each of such Joint Ventures is duly registered or qualified as a foreign
corporation for the transaction of business under the laws of each jurisdiction in which the
ownership or lease of property or the character of business conducted by it makes such
qualification necessary, except where the failure to so register or qualify would not (i) have a
Material Adverse Effect or (ii) subject the limited partners of the Partnership to any material
liability or disability.
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(i) Ownership of General Partner. To the knowledge of the Partnership Parties, Sun Pipe Line
Company, a Texas corporation (Sun Pipe Line), Sunoco, Inc. (R&M), a Pennsylvania
corporation (Sunoco R&M), and Atlantic Refining & Marketing Corp., a Delaware corporation
(Atlantic R&M, and together with Sun Pipe Line and Sunoco R&M, the GP Members)
are the sole members of the General Partner with a 67% member interest, 13% member interest and 20%
member interest, respectively, in the General Partner; such member interests have been duly
authorized and validly issued in accordance with the limited liability company agreement of the
General Partner (as the same may be amended or restated at or prior to each Delivery Date, the
GP LLC Agreement), and are fully paid (to the extent required under the GP LLC Agreement)
and nonassessable (except as such nonassessability may be affected by Section 8931 of the
Pennsylvania LLC Law) and the GP Members own such member interests free and clear of all liens,
encumbrances, security interests, equities, charges or claims (collectively, Liens).
(j) Ownership of the General Partner Interest in the Partnership. The General Partner is the
sole general partner of the Partnership with a 2.0% general partner interest in the Partnership;
such general partner interest has been duly authorized and validly issued in accordance with the
agreement of limited partnership of the Partnership (as the same may be amended or restated at or
prior to each Delivery Date, the Partnership Agreement); and the General Partner owns
such general partner interest free and clear of all Liens.
(k) Ownership of the Sponsor Units, Incentive Distribution Rights and Outstanding Common
Units. As of the date of the Prospectus, other than the Units to be offered by the Partnership
under this Agreement, the Partnership has no interests issued and outstanding other than the
following:
(i) 3,526,005 Common Units and 8,537,729 Subordinated Units (as defined in the
Partnership Agreement), owned by the General Partner (collectively, the Sponsor
Units), representing an aggregate 49.0% interest in the Partnership (not including the
General Partners 2.0% general partner interest in the Partnership);
(ii) the Incentive Distribution Rights (as defined in the Partnership Agreement) held
by the General Partner; and
(iii) 12,080,309 Common Units, representing an aggregate 49.0% interest in the
Partnership, issued to public unitholders;
all of such Sponsor Units, Incentive Distribution Rights, Common Units and the limited partner
interests represented thereby have been duly authorized and validly issued in accordance with the
Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement)
and nonassessable (except as such nonassessability may be affected by Section 17-607 of the
Delaware LP Act); and the General Partner owns all of the Sponsor Units and Incentive Distribution
Rights free and clear of all Liens.
(l) Valid Issuance of Units. The Firm Units and the Option Units, if any, and the limited
partner interests represented thereby, to be issued and sold by the Partnership to the Underwriters
pursuant to this Agreement, have been duly authorized and, when issued and delivered to the
Underwriters against payment therefor in accordance with this Agreement, will
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be validly issued, fully paid (to the extent required under the Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by Section 17-607 of the Delaware LP
Act); the Firm Units and the Option Units, if any, when issued and delivered against payment
therefor as provided in this Agreement, will conform to the descriptions thereof contained in the
Prospectus.
(m) Ownership of the OLP GP. The Partnership is the sole member of the OLP GP, with a 100%
member interest in the OLP GP; such member interest has been duly authorized and validly issued in
accordance with the limited liability company agreement of the OLP GP (as the same may be amended
or restated on or prior to each Delivery Date, the OLP GP LLC Agreement), and is fully
paid (to the extent required under the OLP GP LLC Agreement) and nonassessable (except as such
nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and the Partnership
owns such member interest free and clear of all Liens.
(n) Ownership of the Operating Partnership.
(i) The OLP GP is the sole general partner of the Operating Partnership with a 0.01%
general partner interest in the Operating Partnership; such general partner interest has
been duly authorized and validly issued in accordance with the agreement of limited
partnership of the Operating Partnership (as the same may be further amended or restated on
or prior to any Delivery Date, the Operating Partnership Agreement) and the OLP GP
owns such general partner interest free and clear of all Liens; and
(ii) The Partnership is the sole limited partner of the Operating Partnership with a
99.99% limited partner interest in the Operating Partnership; such limited partner interest
has been duly authorized and validly issued in accordance with the Operating Partnership
Agreement and is fully paid (to the extent required under the Operating Partnership
Agreement) and nonassessable (except as such nonassessability may be affected by Section
17-607 of the Delaware LP Act); and the Partnership owns such limited partner interest free
and clear of all Liens.
(o) Ownership of Operating GP LLC. The Operating Partnership owns a 100% member interest in
the Operating GP LLC; such member interest has been duly authorized and validly issued in
accordance with the limited liability company agreement of the Operating GP LLC (as the same may be
amended and restated on or prior to each Delivery Date, the Operating GP LLC Agreement),
and is fully paid (to the extent required under the Operating GP LLC Agreement) and nonassessable
(except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and
the Operating Partnership owns such member interests free and clear of all Liens.
(p) Ownership of the LP Subsidiaries.
(i) The Operating GP LLC is the sole general partner of each of the LP Subsidiaries
with a 0.01% general partner interest in each of the LP Subsidiaries; each such general
partner interest has been duly authorized and validly issued in accordance with each of the
respective partnership agreements of each of the LP Subsidiaries (as each may be amended and
restated on or prior to any Delivery Date, the LP Subsidiary
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Partnership Agreements); and the Operating GP LLC owns each such general
partner interest free and clear of all Liens; and
(ii) The Operating Partnership is the sole limited partner of each of the LP
Subsidiaries with a 99.99% limited partner interest in each of the LP Subsidiaries; each
such limited partner interest has been duly authorized and validly issued in accordance with
each of the respective LP Subsidiary Partnership Agreements and is fully paid (to the extent
required under each of the LP Subsidiary Partnership Agreements and the Delaware LP Act) and
nonassessable (except as such nonassessability may be affected by Section 17-607 of the
Delaware LP Act); and the Operating Partnership owns each such limited partner interest free
and clear of all Liens.
(q) Subsidiaries. Other than (i) the General Partnerships ownership of the partnership
interests in the Partnership set forth in Sections 1(j) and (k) and a 100% member
interest in Sunoco Partners Lease Acquisition & Marketing LLC, a Delaware limited liability
company, (ii) the Partnerships ownership of a 100% member interest in the OLP GP and a 99.99%
limited partner interest in the Operating Partnership, (iii) the OLP GPs ownership of a 0.01%
general partner interest in the Operating Partnership, (iv) the Operating Partnerships ownership
of a 100% member interest in the Operating GP LLC and a 99.99% limited partner interest in each of
the LP Subsidiaries, (v) the Operating GP LLCs ownership of a 0.01% general partner interest in
each of the LP Subsidiaries and (vi) Sunoco Pipeline LPs ownership of a 9.4% interest in the
capital stock of Explorer, a 31.5% interest in the capital stock of Wolverine, a 14.0% interest in
the capital stock of Yellowstone, a 12.3% interest in the capital stock of West Shore and a 43.81%
interest in the capital stock of West Texas Gulf, none of the Partnership Entities own, and at each
Delivery Date, will own, directly or indirectly, any equity or long-term debt securities of any
corporation, partnership, limited liability company, joint venture, association or other entity;
and none of these entities other than the Operating Partnership, the OLP GP, the Operating GP LLC
and Sunoco Pipeline LP, is a significant subsidiary of the Partnership as such term is
defined in Rule 405 of the Rules and Regulations.
(r) No Preemptive Rights, Options or Other Rights. Except as described in the Prospectus or
for any such rights which have been effectively complied with or waived, (i) no person has the
right, contractual or otherwise, to cause the Partnership to issue or register any equity interests
in the Partnership or any other Partnership Entity, (ii) there are no preemptive rights, resale
rights, rights of first refusal or other rights to subscribe for or to purchase, nor any
restriction upon voting or transfer of, any partnership or membership interests in the Partnership
Entities, and (iii) no person has the right to act as an underwriter, or as a financial advisor to
the Partnership, in connection with the offer and sale of the Units, in the case of each of the
foregoing clauses (i), (ii) and (iii), whether as a result of the filing or
the effectiveness of the Registration Statement or the offering or sale of the Units as
contemplated thereby or otherwise; and except as described in the Prospectus, there are no
outstanding options or warrants to purchase any Common Units, Subordinated Units, Incentive
Distribution Rights or other interests in the Partnership or any other Partnership Entity.
(s) Authority. The Partnership has all requisite power and authority to (i) issue, sell and
deliver the Units, in accordance with and upon the terms and conditions set forth in this
Agreement, the Partnership Agreement, the Registration Statement and the Prospectus, and (ii)
consummate the transactions contemplated by this Agreement; the Partnership Entities have
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all requisite power and authority to execute, deliver and perform this Agreement and the Exxon
Transaction Documents to which they are a party and to consummate the transactions (including the
Transactions) contemplated thereby; and at each Delivery Date, all corporate, partnership and
limited liability company action, as the case may be, required to be taken by any of the
Partnership Entities or any of their securityholders, partners or members for (i) the
authorization, issuance, sale and delivery of the Units, (ii) the execution and delivery of this
Agreement and the Exxon Transaction Documents and (iii) the consummation of the transactions
(including the Transactions) contemplated by this Agreement and the Exxon Transaction Documents,
shall have been validly taken.
(t) Authorization of the Agreement. This Agreement has been duly authorized, executed and
delivered by each of the Partnership Parties.
(u) Authorization and Enforceability of Other Agreements.
(i) The GP LLC Agreement has been duly authorized, executed and delivered by the GP
Members, and is a valid and legally binding agreement of each of the GP Members, enforceable
against each of them in accordance with its terms.
(ii) The Partnership Agreement has been duly authorized, executed and delivered and is
a valid and legally binding agreement of the General Partner, enforceable against the
General Partner in accordance with its terms.
(iii) The OLP GP LLC Agreement has been duly authorized, executed and delivered by the
Partnership, and is a valid and legally binding agreement of the Partnership, enforceable
against it in accordance with its terms.
(iv) The Operating Partnership Agreement has been duly authorized, executed and
delivered by the OLP GP and the Partnership, and is a valid and legally binding agreement of
the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in
accordance with its terms.
(v) The Operating GP LLC Agreement has been duly authorized, executed and delivered by
the Operating Partnership, and is a valid and legally binding agreement of the Operating
Partnership, enforceable against it in accordance with its terms.
(vi) Each of the LP Subsidiary Partnership Agreements has been duly authorized,
executed and delivered by the Operating GP LLC and the Operating Partnership and is a valid
and legally binding agreement of the Operating GP LLC and the Operating Partnership,
enforceable against each of them in accordance with its terms.
(vii) The Exxon Transaction Documents have been duly authorized, executed and delivered
by the Partnership Entities party thereto and are the valid and legally binding agreements
of each such Partnership Entities, enforceable against each of them in accordance with their
terms.
provided that, with respect to each agreement described in Section 1(u)(i)(vii)
above, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws relating to or affecting creditors rights generally
9
and by general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law); and provided, further, that the indemnity and contribution
provisions contained in any of such agreements may be limited by federal or state securities laws.
(v) No Violations. None of the (i) offering, issuance and sale by the Partnership of the
Units, (ii) execution, delivery and performance of this Agreement or the Exxon Transaction
Documents by the Partnership Entities party thereto, (iii) consummation of the transactions
(including the Transactions) contemplated by this Agreement or the Exxon Transaction Documents or
(iv) the application of the proceeds from the sale of the Units as described under Use of
Proceeds in the Prospectus (A) conflicts or will conflict with or constitutes or will constitute a
breach or violation of any provision of the certificate of limited partnership or agreement of
limited partnership, certificate of formation or limited liability company or operating agreement
or any other organizational or governing documents of any of the Partnership Entities, (B)
conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a
default under (or an event which, with notice or lapse of time or both, would constitute such a
default), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which any of the Partnership Entities is a party or by which any of them or any of
their respective properties may be bound, (C) violates or will violate any statute, law or
regulation or any order, judgment, ruling, decree or injunction of any court or governmental agency
or body having jurisdiction over any of the Partnership Entities or any of their assets or
properties or (D) results or will result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of any of the Partnership Entities, except with respect to
clauses (B), (C) or (D) for such conflicts, breaches, violations or
defaults that would not have a Material Adverse Effect.
(w) No Consents. No permit, consent, approval, authorization, order, registration, filing or
qualification of or with any court, governmental agency or body having jurisdiction over any of the
Partnership Entities or any of their respective properties or assets (a Consent) is
required in connection with the offering, issuance and sale by the Partnership of the Units, the
execution, delivery and performance of this Agreement or the Exxon Transaction Documents by the
Partnership Entities party thereto, the consummation of the transactions (including the
Transactions) contemplated hereby and thereby, or the application of the proceeds from the sale of
the Units as described under Use of Proceeds in the Prospectus, except for such Consents (i)
required under the Securities Act, the Exchange Act, and state securities or Blue Sky laws, (ii)
that have been, or prior to each Delivery Date will be, obtained, (iii) that, if not obtained,
would not, individually or in the aggregate, have a Material Adverse Effect, (iv) that are (A) of a
routine or administrative nature, (B) are not customarily obtained or made prior to the
consummation of transactions (including the Transactions) such as those contemplated by this
Agreement and the Exxon Transaction Documents and (C) are expected in the reasonable judgment of
the General Partner to be obtained in the ordinary course of business subsequent to the
consummation of the transactions (including the Transactions) contemplated by this Agreement and
the Exxon Transaction Documents, and (v) as disclosed in the Prospectus.
(x) No Registration Rights. Except as described in the Prospectus, there are no contracts,
agreements or understandings between any of the Partnership Entities and any person granting such
person the right to require the Partnership to file a registration statement under the Securities
Act with respect to any securities of any of the Partnership Entities owned or to be
10
owned by such person or to require the Partnership to include such securities with the Units
registered pursuant to the Registration Statement or in any securities being registered pursuant to
any other registration statement filed by any of the Partnership Entities under the Securities Act.
(y) No Sales. None of the Partnership Entities has sold or issued any Common Units,
Subordinated Units or other interests in the Partnership during the six-month period preceding the
date of the Prospectus, including any sales pursuant to Rule 144A under, or Regulations D or S of,
the Securities Act other than Common Units (i) issued pursuant to employee benefit plans, qualified
options plans or other employee compensation plans, (ii) issued pursuant to outstanding options,
rights or warrants or (iii) sold pursuant to the Registration Statement.
(z) No Material Adverse Change. Neither the General Partner nor any member of the
Partnership Group has sustained, since the date of the latest audited financial statements included
or incorporated by reference in the Prospectus (exclusive of any amendment or supplement thereto
after the date hereof), any material loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or
governmental action, investigation, order or decree, otherwise than as set forth or contemplated in
the Prospectus; and, since such date, (i) there has not been any change in the capitalization or in
the long-term debt of the General Partner or the capitalization or consolidated long-term debt of
the Partnership Group, taken as a whole, or (ii) any material adverse change, or any development
involving, or which may reasonably be expected to involve, a prospective material adverse change,
in or affecting the general affairs, management, condition (financial or other), securityholders
equity, assets, properties, capitalization, results of operations, business or prospects of the
Partnership Group, taken as a whole, otherwise than as set forth or contemplated in the Prospectus.
(aa) Capitalization and Financial Statements. At June 30, 2005, the Partnership had, on the
consolidated basis indicated in the Prospectus (and any amendment or supplement thereto), a
capitalization as set forth therein. The historical financial statements (including the related
notes and supporting schedules) included in the Registration Statement, the Preliminary Prospectus
and the Prospectus (and any amendment or supplement thereto) comply as to form in all material
respects with the requirements of Regulation S-X under the Securities Act and present fairly in all
material respects the financial position, results of operations and cash flows of the entities
purported to be shown thereby on the basis stated therein at the respective dates or for the
respective periods to which they apply, and have been prepared in accordance with accounting
principles generally accepted in the United States consistently applied throughout the periods
involved, except to the extent disclosed therein. The summary historical financial information set
forth in the Registration Statement, the Preliminary Prospectus and the Prospectus (and any
amendment or supplement thereto) under the caption SummarySummary Financial and Operating Data
is accurately presented in all material respects and prepared on a basis consistent with the
audited and unaudited historical consolidated financial statements from which it has been derived.
(bb) Independent Public Accountants. The accountants, Ernst & Young LLP, who have certified
certain financial statements of the General Partner and the Partnership Group, and whose reports
are included and incorporated by reference in the Registration Statement, any Preliminary
Prospectus and the Prospectus and who have delivered the initial letter referred to in Section
7(h) hereof, are and have been, during the periods covered by the financial statements on
11
which they reported contained or incorporated by reference in the Registration Statement, the
Preliminary Prospectus and the Prospectus (and any amendment or supplement thereto), independent
public accountants with respect to the General Partner and the Partnership Group as required by the
Securities Act and the Rules and Regulations.
(cc) Title to Properties. Each of the Partnership Entities has good and indefeasible title to
all real property and good title to all personal property owned by it, in each case, free and clear
of all Liens and other defects, except (i) as described and qualified in the Prospectus or (ii)
such as do not materially affect the use of such properties taken as a whole as they have been used
in the past and are proposed to be used in the future as described in the Prospectus; provided,
that, with respect to title to pipeline rights-of-way, the Partnership Entities represent only that
(A) they have sufficient title to enable them to use and occupy the pipeline rights-of-way as they
have been used and occupied in the past and are to be used and occupied in the future as described
in the Prospectus and (B) any lack of title to the pipeline rights-of-way will not have a material
adverse effect on the ability of the Partnership Entities to use and occupy the pipeline
rights-of-way as they have been used and occupied in the past and are to be used and occupied in
the future as described in the Prospectus and will not materially increase the cost of such use and
occupation; and provided further that with respect to all real property, buildings and assets held
under lease or license by the Partnership Entities, such real property, buildings and assets are
held under valid, subsisting and enforceable leases or licenses, with such exceptions as are not
material and do not interfere with the use made and proposed to be made of such real property,
buildings or assets as they have been used as described in the Prospectus.
(dd) Permits. Each of the Partnership Entities has, or at each Delivery Date will have, such
permits, consents, licenses, franchises, certificates and authorizations of governmental or
regulatory authorities (permits) as are necessary to own or lease its properties and to
conduct its business in the manner described in the Prospectus, subject to such qualifications as
may be set forth in the Prospectus and except for such permits that, if not obtained, would not
have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Entities
has, or at each Delivery Date will have, fulfilled and performed all its material obligations with
respect to such permits in the manner described, and subject to the limitations contained in the
Prospectus and no event has occurred that would prevent the permits from being renewed or reissued
or that allows, or after notice or lapse of time would allow, revocation or termination thereof or
results or would result in any impairment of the rights of the holder of any such permit, except
for such non-renewals, non-issues, revocations, terminations and impairments that would not,
individually or in the aggregate, have a Material Adverse Effect.
(ee) Insurance. Each of the Partnership Entities carry, or are covered by, insurance from
insurers of recognized financial responsibility in such amounts and covering such risks as is
reasonably adequate for the conduct of their respective businesses and the value of their
respective properties and as is customary for businesses engaged in similar businesses in similar
industries, and none of the Partnership Entities has received notice of cancellation or non-renewal
of such insurance or notice that substantial capital improvements or other expenditures will have
to be made in order to continue such insurance. All such policies of insurance are outstanding and
in full force and effect on the date hereof and will be outstanding and in full force and effect on
each Delivery Date; and the Partnership Entities are in compliance with the terms of such policies
in all material respects.
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(ff) Intellectual Property. Each of the Partnership Entities owns or possesses adequate
rights to use all patents, patent applications, trademarks, service marks, trade names, trademark
registrations, service mark registrations, copyrights and licenses necessary for the conduct of its
respective business and none of the Partnership Entities has reason to believe that the conduct of
their respective businesses will conflict with any such rights of others or are aware of any claim
or any challenge by any other person to the rights of any of the Partnership Entities with respect
to the foregoing.
(gg) Form S-3 Requirements. The conditions for use of Form S-3 by the Partnership, as set
forth in the General Instructions thereto, have been satisfied.
(hh) Adequate Disclosure and Descriptions. There are no legal or governmental proceedings
pending or, to the knowledge of any of the Partnership Entities, threatened against any of the
Partnership Entities or to which any of the Partnership Entities is a party or to which any
property or assets of any of the Partnership Entities is the subject that are required to be
described in the Registration Statement or Prospectus but are not described as required; there are
no agreements, contracts, indentures, leases or other documents which are required to be described
in the Prospectus or filed as exhibits to the Registration Statement or incorporated by reference
therein by the Securities Act or the Rules and Regulations thereunder which have not been described
in the Prospectus and filed or incorporated by reference as exhibits to the Registration Statement;
and the statements set forth or incorporated by reference in the Prospectus under the captions
Cash Distributions, Conflicts of Interest and Fiduciary Responsibilities and Description of
the Common Units, insofar as they purport to constitute a summary of the terms of the Common
Units, and under the captions Tax Considerations and Material Tax Considerations, insofar as
they purport to describe the provisions of the laws and documents referred to therein, are fair
summaries in all material respects.
(ii) Related Party Transactions. No relationship, direct or indirect, exists between or among
(i) any member of the Partnership Group, on the one hand, and (ii) the securityholders, customers,
suppliers, directors or officers of the General Partner, Sunoco Inc. or any of their affiliates, on
the other hand, which such relationship is required to be described in the Prospectus and is not so
described; there are no outstanding loans, advances (except normal advances for business expenses
in the ordinary course of business) or guarantees of indebtedness by any Partnership Entity to or
for the benefit of any of the officers or directors of any Partnership Entity or their respective
family members, except as disclosed in the Registration Statement and the Prospectus; and no
Partnership Entity has, in violation of the Sarbanes-Oxley Act of 2002, directly or indirectly,
extended or maintained credit, arranged for the extension of credit, or renewed an extension of
credit, in the form of a personal loan to or for any director or executive officer of any
Partnership Entity.
(jj) No Labor Dispute. No labor disturbance by the employees of any member of the Partnership
Group (and to the extent they perform services on behalf of any of any member of the Partnership
Group, employees of the General Partner or any affiliate of the General Partner), exists or, to the
knowledge of any of the Partnership Entities, is imminent or threatened, that is reasonably likely
to have a Material Adverse Effect.
(kk) Employee Benefit Matters. The General Partner and the members of the Partnership Group
are in compliance in all material respects with all presently applicable
13
provisions of the Employee Retirement Income Security Act of 1974, as amended, including the
regulations and published interpretations thereunder (ERISA); no reportable event (as
defined in ERISA) has occurred with respect to any pension plan (as defined in ERISA) for which
the General Partner or any member of the Partnership Group would have any liability; neither the
Partnership nor any member of the Partnership Group has incurred nor does either expect to incur
liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any
pension plan or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended,
including the regulations and published interpretations thereunder (the Code); and each
pension plan for which the General Partner or any member of the Partnership Group would have any
liability that is intended to be qualified under Section 401(a) of the Code has been determined by
the Internal Revenue Service to be so qualified and nothing has occurred, whether by action or by
failure to act, which could reasonably be expected to cause the loss of such qualification; and
neither the General Partner nor any member of the Partnership Group have incurred any unpaid
liability to the Pension Benefit Guaranty Corporation (other than for payment of premiums in the
ordinary course of business).
(ll) Tax Returns. Each of the Partnership Entities has filed (or has obtained extensions with
respect to) all material federal, state and local income and franchise tax returns required to be
filed through the date of this Agreement, which such returns are complete and correct in all
material respects, and has timely paid all taxes shown to be due pursuant to such returns, other
than those (i) that, if not paid, would not have a Material Adverse Effect or (ii) that are being
contested in good faith and for which adequate reserves have been established in accordance with
generally accepted accounting principles. No tax deficiency has been determined adversely to any
of the Partnership Entities which has had (nor does the Partnership have any knowledge of any tax
deficiency which, if determined adversely to any of the Partnership Entities, might have) a
Material Adverse Effect.
(mm) No Changes. Since the date as of which information is given in the Prospectus through
the date of this Agreement, and except as may otherwise be disclosed in the Prospectus (exclusive
of any amendment or supplement thereto after the date hereof), neither the General Partner nor any
member of the Partnership Group has (i) issued or granted any securities, (ii) incurred any
liability or obligation, direct, indirect or contingent, other than liabilities and obligations
which were incurred in the ordinary course of business, (iii) entered into any transaction not in
the ordinary course of business or (iv) declared or paid any distributions.
(nn) Books and Records. The Partnership Entities (i) make and keep books, records and
accounts, that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of assets of the Partnership Entities and (ii) maintain a system of internal
accounting controls sufficient to provide reasonable assurances that (A) transactions are executed
in accordance with managements general or specific authorization, (B) transactions are recorded as
necessary to permit preparation of financial statements in conformity with accounting principles
generally accepted in the United States and to maintain accountability for the Partnerships
consolidated assets, (C) access to assets is permitted only in accordance with managements general
or specific authorization and (D) the recorded accountability for assets is compared with existing
assets at reasonable intervals and appropriate action is taken with respect to any differences.
14
(oo) No Default. None of the Partnership Entities is (i) in violation of its certificate of
limited partnership or agreement of limited partnership, certificate of formation or limited
liability company agreement or any other organizational or governing documents; (ii) in breach or
default in any material respect, and no event has occurred which, with notice or lapse of time or
both, would constitute such a breach or default, in the performance or observance of any term,
covenant or condition contained in any bond, debenture, note or any other evidence of indebtedness
or any agreement, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which it is a party or by which it is bound or to which any of its properties or
assets is subject, or (iii) in violation of any law, ordinance, administrative or governmental rule
or regulation applicable to it or of any order, judgment, decree or injunction of any court or
governmental agency or body to which it or its property or assets may be subject, in the case of
clauses (ii) and (iii) as would, if continued, have a Material Adverse Effect, or
could materially impair the ability of any of the Partnership Entities to perform their respective
obligations under this Agreement or the Exxon Transaction Documents. To the knowledge of the
Partnership Parties, no third party to any indenture, mortgage, deed of trust, loan agreement,
lease or other agreement or instrument to which any of the Partnership Entities is a party or by
which any of them are bound or to which any of their properties are subject, is in default under
any such agreement, which breach, default or violation would, if continued, have a Material Adverse
Effect.
(pp) Environmental Compliance. Except as described in the Prospectus, the Partnership
Entities and their subsidiaries (i) are in compliance with any and all applicable federal, state
and local laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other
legally enforceable requirements relating to the protection of human health and safety, the
environment or natural resources or imposing liability or standards of conduct concerning any
Hazardous Materials (as defined below) (Environmental Laws), (ii) have received and, as
necessary, maintained all permits required of them under applicable Environmental Laws to conduct
their respective businesses, (iii) are in compliance with all terms and conditions of any such
permits, (iv) do not have any liability in connection with the release into the environment of any
Hazardous Material and (v) have not been named as a potentially responsibly party under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended
(CERCLA), or any other analogous state Superfund statute, except where such noncompliance
with Environmental Laws, failure to receive and maintain required permits, failure to comply with
the terms and conditions of such permits, liability in connection with such releases or naming as a
potentially responsible party under CERCLA would not, individually or in the aggregate, have a
Material Adverse Effect. The term Hazardous Material means (A) any hazardous substance
as defined in CERCLA, (B) any hazardous waste as defined in the Resource Conservation and
Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl
and (E) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or
substance regulated under or within the meaning of any other Environmental Law. Except as
described in the Prospectus, (A) none of the Partnership Entities are a party to a proceeding under
Environmental Laws in which a governmental authority is also a party, other than such proceedings
regarding which it believes no monetary penalties of $100,000 or more ultimately will be imposed
against it, and (B) none of the Partnership Entities and its subsidiaries anticipates material
capital expenditures relating to Environmental Laws.
15
(qq) Investment Company/Public Utility Holding Company. None of the Partnership Entities is
now, and after sale of the Units to be sold by the Partnership hereunder and application of the net
proceeds from such sale as described in the Prospectus under the caption Use of Proceeds will be,
(i) an investment company within the meaning of the Investment Company Act of 1940, as amended
(the Investment Company Act), and the rules and regulations of the Commission thereunder
or (ii) a public utility company, holding company or a subsidiary company of a holding
company under the Public Utility Holding Company Act of 1935, as amended.
(rr) Certificates. Each certificate signed by or on behalf of any of the Partnership Entities
and delivered to the Underwriters or counsel for the Underwriters pursuant to this Agreement shall
be deemed to be a representation and warranty by each such Partnership Entity to the Underwriters
as to the matters covered thereby.
(ss) No Legal Actions or Violations. Except as described in the Prospectus, there is (i) no
action, suit or proceeding before or by any court, arbitrator or governmental agency, body or
official, domestic or foreign, now pending or, to the knowledge of the Partnership Parties,
threatened, to which any member of the Partnership Entities is or may be a party or to which the
business or property of any of the Partnership Entities is or may be subject, (ii) no statute,
rule, regulation or order that has been enacted, adopted or issued by any governmental agency or
that has been proposed by any governmental agency, and (iii) no injunction, restraining order or
order of any nature issued by a federal or state court or foreign court of competent jurisdiction
to which any member of the Partnership Entities is or may be subject, that, in the case of
clauses (i), (ii) and (iii) above, is reasonably expected to (A) have a
Material Adverse Effect, (B) prevent or result in the suspension of the offering and issuance of
the Units, or (C) in any manner draw into question the validity of this Agreement or any of the
Exxon Transaction Documents.
(tt) NYSE Listing. The Units have been approved for listing on the New York Stock Exchange,
Inc. (NYSE), subject only to official notice of issuance.
(uu) Statistical Data. The statistical and market-related data included in the Prospectus and
the Registration Statement are based on or derived from sources which the Partnership Entities
believe to be reliable and accurate.
(vv) Disclosure Controls and Procedures. The Partnership has established and maintains
disclosure controls and procedures (as such term is defined in rule 13a-15 under the Exchange Act),
which (A) are designed to ensure that material information relating to the Partnership, including
its consolidated Subsidiaries, is made known to the Partnerships principal executive officer and
its principal financial officer by others within those entities, particularly during the periods in
which the periodic reports required under the Exchange Act are being prepared, (B) have been
evaluated for effectiveness as of June 30, 2005, and (C) are effective in all material respects to
perform the functions for which they were established.
(ww) Internal Control Over Financial Reporting. Since the date of the most recent balance
sheet of the Partnership and its consolidated subsidiaries reviewed or audited by Ernst & Young LLP
and the audit committee of the board of directors of the General Partner, (i) the Partnership has
not been advised of (A) any significant deficiencies in the design or operation of internal control
over financial reporting that could adversely affect the ability of the Partnership
16
and each of its subsidiaries to record, process, summarize and report financial data, or any
material weaknesses in internal control over financial reporting and (B) any fraud, whether or not
material, that involves management or other employees who have a significant role in the internal
control over financial reporting of the Partnership and each of its subsidiaries, and (ii) since
that date, there have been no changes in internal control over financial reporting, including any
corrective actions with regard to significant deficiencies and material weaknesses, that has
materially affected, or is reasonably likely to materially affect, the Partnerships internal
control over financial reporting.
(xx) No Distribution of Offering Materials. None of the Partnership Entities have distributed
and, prior to the later to occur of any Delivery Date and completion of the distribution of the
Units, will not distribute any offering material in connection with the offering and sale of the
Units other than the Preliminary Prospectus and the Prospectus.
(yy) Compliance with Sarbanes-Oxley. The Partnership is in compliance in all material
respects with all applicable provisions of the Sarbanes-Oxley Act of 2002.
Section 2. Purchase of the Units by the Underwriters.
On the basis of the representations and warranties contained in, and subject to the terms and
conditions of, this Agreement, the Partnership agrees to sell 1,500,000 Firm Units to the several
Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number
of Firm Units from the Partnership set forth opposite that Underwriters name in Schedule 1
hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units
shall be rounded among the Underwriters to avoid fractional units, as the Representative may
determine.
In addition, the Partnership hereby grants to the Underwriters an option to purchase up to
225,000 Option Units. Such option (the Option) is exercisable in the event that the
Underwriters sell more than the number of Firm Units in the offering and is exercisable as provided
in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the
number of Option Units (subject to such adjustments to eliminate fractional Common Units as the
Representative may determine) that bears the same proportion to the total number of Option Units to
be sold on such Delivery Date as the number of Firm Units set forth on Schedule 1 hereto
opposite the name of such Underwriter bears to the total number of Firm Units.
The price of both the Firm Units and any Option Units shall be $37.343 per Common Unit.
The Partnership shall not be obligated to deliver any of the Units to be delivered on the
applicable Delivery Date, except upon payment for all the Units to be purchased on such Delivery
Date as provided herein.
Section 3. Offering of Units by the Underwriters.
Upon authorization by the Representative of the release of the Firm Units, the several
Underwriters propose to offer the Firm Units for sale upon the terms and conditions set forth in
the Prospectus.
17
Section 4. Delivery of and Payment for the Units.
Delivery of and payment for the Firm Units shall be made at the offices of Andrews Kurth LLP,
600 Travis, Suite 4200, Houston, Texas 77002, beginning at 8:30 a.m., Houston, Texas time, on the
fourth full business day following the date of this Agreement or at such other date or place as
shall be determined by agreement between the Representative and the Partnership. This date and
time are sometimes referred to as the First Delivery Date. Delivery of the Firm Units
shall be made to the Representative for the account of each Underwriter against payment by the
several Underwriters through the Representative of the respective aggregate purchase price of the
Firm Units being sold by the Partnership to or upon the order of the Partnership by wire transfer
in immediately available funds to the accounts specified by the Partnership. Time shall be of the
essence, and delivery at the time and place specified pursuant to this Agreement is a further
condition of the obligation of each Underwriter hereunder. Delivery of the Firm Units shall be
made through the facilities of The Depository Trust Company (DTC) unless the
Representative shall otherwise instruct.
The Option granted in Section 2 will expire thirty (30) days after the date of this
Agreement and may be exercised in whole or from time to time in part by written notice being given
to the Partnership by the Representative; provided that if such date falls on a day that is not a
business day, the option granted in Section 2 will expire on the next succeeding business
day. Such notice shall set forth the aggregate number of Option Units as to which the Option is
being exercised, the names in which the Option Units are to be registered, the denominations in
which the Option Units are to be issued and the date and time, as determined by the Representative,
when the Option Units are to be delivered; provided, however, that this date and time shall not be
earlier than the First Delivery Date nor earlier than the second business day after the date on
which the Option shall have been exercised nor later than the fifth business day after the date on
which the Option shall have been exercised. The date and time the Option Units are delivered are
sometimes referred to as a Second Delivery Date and the First Delivery Date and any
Second Delivery Date are sometimes each referred to as a Delivery Date.
Delivery of and payment for the Option Units shall be made at the place specified in the first
sentence of the first paragraph of this Section 4 (or at such other place as shall be
determined by agreement between the Representative and the Partnership) beginning at 8:30 a.m.,
Houston, Texas time, on such Second Delivery Date. Delivery of the Option Units shall be made to
the Representative for the account of each Underwriter against payment by the several Underwriters
through the Representative of the respective aggregate purchase price of the Option Units being
sold by the Partnership to or upon the order of the Partnership by wire transfer in immediately
available funds to the accounts specified by the Partnership. Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a further condition of the
obligation of each Underwriter hereunder. Delivery of the Option Units shall be made through the
facilities of DTC unless the Representative shall otherwise instruct.
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Section 5. Further Agreements of the Partnership Parties.
Each of the Partnership Parties, jointly and separately, covenants and agrees with each
Underwriter:
(a) Preparation of Prospectus and Registration Statement. (i) To prepare the Prospectus in a
form approved by the Representative and to file such Prospectus pursuant to Rule 424(b) under the
Securities Act not later than Commissions close of business on the second business day following
the execution and delivery of this Agreement or, if applicable, such earlier time as may be
required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any
supplement to the Registration Statement or to the Prospectus prior to the last Delivery Date
except as permitted herein; (iii) to advise the Representative, promptly after it receives notice
thereof, of the time when any amendment to the Registration Statement has been filed or becomes
effective or any supplement to the Prospectus or any amended Prospectus has been filed and to
furnish the Representative with copies thereof; (iv) to file promptly all reports and other
documents required to be filed by the Partnership with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as
the delivery of a prospectus is required in connection with the offering and sale of the Firm
Units; (v) to advise the Representative, promptly after it receives notice thereof, of the issuance
by the Commission of any stop order or of any order preventing or suspending the use of any
Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Units for
offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any
such purpose, or of any request by the Commission for the amending or supplementing of the
Registration Statement or the Prospectus or for additional information; and (vi) in the event of
the issuance of any stop order or of any order preventing or suspending the use of any Preliminary
Prospectus or the Prospectus or suspending any such qualification, to use promptly its reasonable
best efforts to obtain its withdrawal.
(b) Conformed Copies of Registration Statement. At the request of the Representative, to
furnish promptly to each of the Underwriters and to counsel for the Underwriters a conformed copy
of the Registration Statement as originally filed with the Commission, and each amendment thereto
filed with the Commission, including all consents and exhibits filed therewith.
(c) Copies of Documents to Underwriters. To deliver promptly to the Representative such
number of the following documents as the Representative shall reasonably request: (i) conformed
copies of the Registration Statement as originally filed with the Commission and each amendment
thereto (in each case excluding exhibits), (ii) each Preliminary Prospectus, the Prospectus and any
amended or supplemented Prospectus and (iii) other than documents available via EDGAR (as defined
herein), any document incorporated by reference in the Prospectus (excluding exhibits thereto);
and, if the delivery of a prospectus is required at any time after the Effective Time in connection
with the offering or sale of the Units or any other securities relating thereto and if at such time
any events shall have occurred as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading, or, if for any other reason it shall be necessary to amend or supplement the
Prospectus or to file under the Exchange
19
Act any document incorporated by reference in the Prospectus in order to comply with the
Securities Act or the Exchange Act, to notify the Representative and, upon its request, to file
such document required to be filed under the Exchange Act and to prepare and furnish without charge
to each Underwriter and to any dealer in securities as many copies as the Representative may from
time to time reasonably request of an amended or supplemented Prospectus that will correct such
statement or omission or effect such compliance.
(d) Filing of Amendment or Supplement. To file promptly with the Commission any amendment to
the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the
reasonable judgment of the Partnership or the Representative, be required by the Securities Act or
requested by the Commission.
(e) Copies of Amendments or Supplements. Prior to filing with the Commission any amendment to
the Registration Statement or supplement to the Prospectus, any document incorporated by reference
in the Prospectus or any prospectus pursuant to Rule 424(b) of the Rules and Regulations, to
furnish a copy thereof to the Representative and counsel for the Underwriters and not to file any
such document to which the Representative shall reasonably object promptly after having been given
reasonable notice of the proposed filing thereof unless, in the judgment of counsel to the
Partnership, such filing is required by law.
(f) Reports to Securityholders. As soon as practicable after the Effective Date, to make
generally available via the Commissions Electronic Data Gathering, Analysis and Retrieval (EDGAR)
System, to the Partnerships securityholders and the Representative an earnings statement of the
Partnership and its subsidiaries (which need not be audited) complying with Section 11(a) of the
Securities Act and the Rules and Regulations (including, at the option of the Partnership, Rule
158).
(g) Copies of Reports. For a period of two years following the Effective Date, to furnish, or
to make available via EDGAR, to the Representative copies of all materials furnished by the
Partnership to its securityholders and all reports and financial statements furnished by the
Partnership to the principal national securities exchange or automated quotation system upon which
the Units may be listed pursuant to requirements of or agreements with such exchange or system or
to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission
thereunder.
(h) Blue Sky Registration. Promptly from time to time to take such action as the
Representative may reasonably request to qualify the Units for offering and sale under the
securities or Blue Sky laws of such jurisdictions as the Representative may request and to comply
with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions
for as long as may be necessary to complete the distribution of the Units; provided that in
connection therewith no Partnership Entity shall be required to qualify as a foreign limited
partnership or limited liability company in any jurisdiction where it is not so qualified or to
file a general consent to service of process in any jurisdiction.
(i) Lock-up Period; Lock-up Letters. (i) For a period commencing on the date hereof and
ending on the 90th day from the date of the Prospectus (the Lock-Up Period), not to,
directly or indirectly, (1) offer for sale, sell, pledge or otherwise transfer or dispose of (or
enter into any transaction or device that is designed to, or could be expected to, result in the
20
disposition by any person at any time in the future of) any Common Units or securities
convertible into or exchangeable for Common Units (other than (A) Common Units issued pursuant to
employee benefit plans, qualified unit option plans or other employee compensation plans existing
on the date hereof, (B) in connection with an acquisition (provided that in connection with such
issuance, the seller(s) agrees in writing to be bound by the provisions of this Section
5(i) by executing and delivering to the Representative a letter or letters substantially in the
form of Exhibit A hereto) or (C) or pursuant to currently outstanding options, warrants or
rights), or sell or grant options, rights or warrants with respect to any Common Units or
securities convertible into or exchangeable for Common Units (other than the grant of options
pursuant to option plans existing on the date hereof), or (2) enter into any swap or other
derivatives transaction that transfers to another, in whole or in part, any of the economic
benefits or risks of ownership of such Common Units or securities convertible into or exchangeable
for Common Units, whether any such transaction described in clause (1) or (2) above
is to be settled by delivery of Common Units or other securities, in cash or otherwise, in each
case without the prior written consent of the Representative on behalf of the Underwriters; and
(ii) to cause each person or entity listed on Annex 1 to furnish to the Representative, on
or prior to the date hereof, a letter or letters, substantially in the form of Exhibit A
hereto.
(j) NYSE Listing. To apply for the supplemental listing of the Units on the NYSE, and to use
its reasonable best efforts to complete that listing, subject only to official notice of issuance,
prior to the First Delivery Date.
(k) Application of Proceeds. To apply the net proceeds from the sale of the Units as set
forth in the Prospectus.
(l) Investment Company. To take such steps as shall be necessary to ensure that neither the
General Partner nor any member of the Partnership Group shall become an investment company as
defined in the Investment Company Act.
(m) No Stabilization or Manipulation. To not directly or indirectly take any action designed
to or which constitutes or which might reasonably be expected to cause or result in, under the
Exchange Act or otherwise, stabilization or manipulation of the price of any security of the
Partnership to facilitate the sale or resale of the Units.
(n) Consents. To cause the Partnership Entities to accomplish and obtain as soon as
practicable all consents, recordings and filings necessary to perfect, preserve and protect the
title of the Exxon Assets and the other assets and properties acquired in the Transactions.
Section 6. Expenses.
The Partnership covenants and agrees, whether or not the transactions contemplated by this
Agreement are contemplated or this Agreement is terminated, to pay all costs, expenses, fees and
taxes incident and in connection with (a) the authorization, issuance, sale and delivery of the
Units and any stamp duties or other taxes payable in that connection; (b) the preparation, printing
and filing under the Securities Act of the Registration Statement and any amendments and exhibits
thereto, any Preliminary Prospectus, the Prospectus and any amendment or supplement to the
Prospectus; (c) the distribution of the Registration Statement as originally filed and each
amendment thereto and any post-effective amendments thereof (including, in each case,
21
exhibits), any Preliminary Prospectus, the Prospectus and any amendment or supplement to the
Prospectus or any document incorporated by reference therein, all as provided in this Agreement;
(d) the production and distribution of this Agreement, any supplemental agreement among
underwriters and any other related documents in connection with the offering, purchase, sale and
delivery of the Units; (e) the filing fees incident to securing any review by the National
Association of Securities Dealers, Inc. of the terms of sale of the Units; (f) the listing of the
Units on the NYSE and/or any other exchange; (g) the qualification of the Units under the
securities laws of the several jurisdictions as provided in Section 5(h) and the
preparation, printing and distribution of a Blue Sky Memorandum (including related fees and
expenses of counsel to the Underwriters); (h) the printing of certificates representing the Units
and of any transfer agent or registrar; (i) the investor presentations on any road show
undertaken in connection with the marketing of the offering of the Units, including, without
limitation, expenses associated with any Internet roadshow, travel and lodging expenses of the
representatives and officers of the Partnership Entities and any such consultants and the cost of
any aircraft chartered in connection with the road show; and (j) all other costs and expenses
incident to the performance of the obligations of the Partnership Parties under this Agreement;
provided that, except as provided in this Section 6 and in Sections 8 and
11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and
expenses of their counsel, any transfer taxes on the Units which they may sell and the expenses of
advertising any offering of the Units made by the Underwriters.
Section 7. Conditions of Underwriters Obligations.
The respective obligations of the Underwriters hereunder are subject to the accuracy, when
made and on each Delivery Date, of the representations and warranties of the Partnership Parties
contained herein, to the performance by the Partnership Parties of their respective obligations
hereunder, and to each of the following additional terms and conditions:
(a) The Prospectus shall have been timely filed with the Commission in accordance with
Section 5(a); no stop order suspending the effectiveness of the Registration Statement or
preventing or suspending the use of the Prospectus shall have been issued and no proceeding for
such purpose shall have been initiated or threatened by the Commission; and any request of the
Commission for inclusion of additional information in the Registration Statement or the Prospectus
or otherwise shall have been disclosed to the Representative and complied with to the
Representatives reasonable satisfaction.
(b) No Underwriter shall have discovered and disclosed to the Partnership on or prior to such
Delivery Date that the Registration Statement or the Prospectus or any amendment or supplement
thereto contains an untrue statement of a fact which, in the reasonable opinion of counsel to the
Underwriters, is material or omits to state a fact which, in the reasonable opinion of such
counsel, is material and is required to be stated therein or is necessary to make the statements
therein not misleading.
(c) All corporate, partnership and limited liability company proceedings and other legal
matters incident to the authorization, form and validity of this Agreement, the Exxon Transaction
Documents, the Units, the Registration Statement and the Prospectus, and all other legal matters
relating to this Agreement, the Exxon Transaction Documents and the transactions (including the
Transactions) contemplated by this Agreement and the Exxon Transaction
22
Documents shall be reasonably satisfactory in all material respects to counsel for the
Underwriters, and the Partnership Entities shall have furnished to such counsel all documents and
information that they may reasonably request to enable them to pass upon such matters.
(d) Vinson & Elkins L.L.P. shall have furnished to the Representative their written opinion,
as counsel to the Partnership, addressed to the Underwriters and dated such Delivery Date, in form
and substance reasonably satisfactory to the Representative and its counsel, substantially in the
form of Exhibit B to this Agreement.
(e) Ballard Spahr Andrews & Ingersoll LLP shall have furnished to the Representative their
written opinion, as counsel to Sunoco, Inc. and its subsidiaries (other than the Partnership Group)
and as local counsel for opining as to the law of Pennsylvania, addressed to the Underwriters and
dated such Delivery Date, in form and substance reasonably satisfactory to the Representative and
its counsel, substantially in the form of Exhibit C to this Agreement.
(f) The Representative shall have received from Bruce D. Davis, Jr., Esq., General Counsel of
the General Partner, his written opinion, addressed to the Underwriters and dated such Delivery
Date, in form and substance satisfactory to the Representative and its counsel, substantially in
the form of Exhibit D to this Agreement.
(g) The Representative shall have received from Andrews Kurth LLP, counsel for the
Underwriters, such opinion or opinions, dated such Delivery Date, with respect to the issuance and
sale of the Units, the Registration Statement, the Prospectus and other related matters as the
Representative may reasonably require, and the Partnership shall have furnished to such counsel
such documents as they reasonably request for the purpose of enabling them to pass upon such
matters.
(h) At the time of execution of this Agreement, the Representative shall have received from
Ernst & Young LLP a letter or letters, in form and substance satisfactory to the Representative,
addressed to the Underwriters and dated the date hereof (i) confirming that they are an independent
registered public accounting firm within the meaning of the Securities Act and the applicable rules
and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight
Board (PCAOB) and are in compliance with the applicable requirements relating to the
qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating,
as of the date hereof (or, with respect to matters involving changes or developments since the
respective dates as of which specified financial information is given in the Prospectus, as of a
date not more than three (3) days prior to the date hereof), the conclusions and findings of such
firm with respect to the financial information and other matters ordinarily covered by accountants
comfort letters to underwriters in connection with registered public offerings.
(i) With respect to the comfort letter of Ernst & Young LLP referred to in the preceding
paragraph and delivered to the Representative concurrently with the execution of this Agreement
(the initial comfort letter), the Partnership shall have furnished to the Representative
a letter (the bring-down comfort letter) of such accountants, addressed to the
Underwriters and dated each Delivery Date, as applicable, (i) confirming that they are an
independent registered public accounting firm within the meaning of the Securities Act and the
applicable rules and regulations thereunder adopted by the Commission and the PCAOB and are
23
in compliance with the applicable requirements relating to the qualification of accountants
(under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down
comfort letter (or, with respect to matters involving changes or developments since the respective
dates as of which specified financial information is given in the Prospectus, as of a date not more
than three (3) days prior to the date of the bring-down comfort letter), the conclusions and
findings of such firm with respect to the financial information and other matters covered by the
initial comfort letter and (iii) confirming in all material respects the conclusions and findings
set forth in the initial comfort letter.
(j) On each Delivery Date, there shall have been furnished to the Representative a
certificate, dated such Delivery Date and addressed to the Underwriters, signed on behalf of the
General Partner by the chief executive officer and the chief financial officer of the General
Partner, stating, in each case with respect to the entities covered by the certificate, that:
(1) the representations, warranties and agreements of the Partnership Parties contained
in this Agreement in Section 1 are true and correct on and as of such Delivery Date,
and the Partnership Parties have complied with all the agreements contained in this
Agreement and satisfied all the conditions on their part to be performed or satisfied
hereunder at or prior to such Delivery Date;
(2) the Prospectus has been timely filed with the Commission in accordance with
Section 5(a) of this Agreement; no stop order suspending the effectiveness of the
Registration Statement or any part thereof has been issued and no proceedings for that
purpose have been instituted or, to the knowledge of such officers, threatened by the
Commission; and all requests of the Commission for inclusion of additional information in
the Registration Statement or the Prospectus or otherwise has been complied with;
(3) no event contemplated by subsections (k)(i), (k)(ii) or (l)
of this Section 7 has occurred in respect of the Partnership Entities; and
(4) they have carefully examined the Registration Statement and the Prospectus and, in
their opinion, (i) the Registration Statement, as of the Effective Time, and the Prospectus,
as of its date and as of such Delivery Date, did not and do not contain any untrue statement
of a material fact and did not and do not omit to state a material fact required to be
stated therein or necessary to make the statements therein (in the case of the Prospectus,
in the light of the circumstances under which they were made) not misleading, and (ii) since
the Effective Time, no event has occurred that should have been set forth in a supplement or
amendment to the Registration Statement or the Prospectus that has not been so set forth.
(k) None of the Partnership Entities shall have sustained since the date of the latest audited
financial statements included or incorporated by reference in the Prospectus (exclusive of any
amendment or supplement thereto after the date hereof) (i) any material loss or interference with
its business from fire, explosion, flood, accident or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, investigation, order or
decree, otherwise than as set forth or contemplated in the Prospectus, or shall have become a party
to or the subject of any litigation, court or governmental action, investigation, order or decree
that is materially adverse to the Partnership Entities, taken as whole, or (ii) any change in
24
the partners capital, members interests or short-term or long-term debt of the Partnership
Entities, taken as whole, or any change, or any development involving a prospective material
adverse change, in or affecting the general affairs, operations, properties, business, prospects,
capitalization, management, condition (financial or otherwise), securityholders equity or results
of operations or net worth of the Partnership Entities, taken as a whole, other than as set forth
or contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or
(ii), is, in the judgment of the Representative, so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the delivery of the Units being
delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus.
(l) Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have
occurred in the rating accorded the debt securities of any of the Partnership Entities that are
rated by any nationally recognized statistical rating or organization, as that term is defined by
the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations, and (ii) no such
organization shall have publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any debt securities of any of the Partnership Entities.
(m) Subsequent to the execution and delivery of this Agreement there shall not have occurred
any of the following: (i) trading in securities generally on the NYSE or the American Stock
Exchange or in the over-the-counter market shall have been suspended or the settlement of such
trading generally shall have been materially disrupted or minimum prices shall have been
established on any such exchange or such market by the Commission, by such exchange or by any other
regulatory body or governmental authority having jurisdiction, (ii) trading in any securities of
the Partnership on any exchange or in the over-the-counter market shall have been suspended or the
settlement of such trading generally shall have been materially disrupted or minimum prices shall
have been established on any such exchange or such market by the Commission, by such exchange or by
any other regulatory body or governmental authority having jurisdiction, (iii) a banking moratorium
shall have been declared by Federal or New York state authorities, (iv) the United States shall
have become engaged in hostilities, there shall have been an escalation in hostilities involving
the United States or there shall have been a declaration of a national emergency or war by the
United States or (v) there shall have occurred such a material adverse change in general domestic
or international economic, political or financial conditions, including without limitation, as a
result of terrorist activities after the date hereof, or the effect of international conditions on
the financial markets in the United States shall be such, as to make it, in the judgment of the
Representative, impracticable or inadvisable to proceed with the public offering or delivery of the
Units being delivered on such Delivery Date on the terms and in the manner contemplated in the
Prospectus.
(n) The NYSE shall have approved the Units for supplemental listing, subject only to official
notice of issuance.
(o) On or prior to the First Delivery Date, pursuant to Section 5(i) hereof, each
person or entity listed on Annex 1 shall have furnished to you a letter substantially in
the form of Exhibit A hereto.
(p) The Partnership Parties shall have furnished the Representative such additional documents
and certificates as the Representative or counsel for the Underwriters may reasonably request.
25
All opinions, letters, documents, evidence and certificates mentioned above or elsewhere in
this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in
form and substance reasonably satisfactory to the Representative and to counsel for the
Underwriters.
Section 8. Indemnification and Contribution.
(a) Each of the Partnership Parties, jointly and severally, shall indemnify and hold harmless
each Underwriter, its officers, directors and employees, and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the Securities Act, from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof (including, but not
limited to, any loss, claim, damage, liability or action relating to purchases and sales of Units),
to which that Underwriter, officer, director, employee or controlling person may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material
fact contained in (A) any Preliminary Prospectus, the Registration Statement or the Prospectus or
in any amendment or supplement thereto or (B) any materials or information provided to investors
by, or with the written approval of, the General Partner or the Partnership in connection with the
marketing of the offering of the Units (Marketing Materials), including any road show or
investor presentations made to investors by the Partnership (whether in person or electronically),
(ii) the omission or alleged omission to state in the Registration Statement or in any amendment or
supplement thereto or any Marketing Materials, any material fact required to be stated therein or
necessary to make the statements therein not misleading, (iii) the omission or alleged omission to
state in any Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto any
material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or (iv) any act or failure to act or any alleged act or
failure to act by any Underwriter in connection with, or relating in any manner to, the Units or
the offering contemplated hereby, and which is included as part of or referred to in any loss,
claim, damage, liability or action arising out of or based upon matters covered by clause
(i), (ii) or (iii) above (provided that the Partnership Parties shall not be
liable under this clause (iv) to the extent that it is determined in a final judgment by a
court of competent jurisdiction that such loss, claim, damage, liability or action resulted
directly from any such acts or failures to act undertaken or omitted to be taken by such
Underwriter through its gross negligence or willful misconduct), and shall reimburse each
Underwriter and each such officer, director, employee or controlling person promptly upon demand
for any legal or other expenses reasonably incurred by that Underwriter, officer, director,
employee or controlling person in connection with investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action as such expenses are incurred; provided,
however, that the Partnership Parties shall not be liable in any such case to the extent that any
such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement
or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or in any such amendment or supplement, in reliance upon
and in conformity with written information concerning such Underwriter furnished to the Partnership
through the Representative by or on behalf of any Underwriter specifically for inclusion therein
which information consists solely of the information specified in Section 8(e) hereof;
provided, further, that the Partnership Parties shall not be liable to any Underwriter under the
indemnity agreement in this Section 8(a) to the extent that (x) such loss, claim, damage,
or liability of such Underwriter results from an untrue
26
statement of a material fact or an omission of a material fact contained in any Preliminary
Prospectus, which untrue statement or omission was completely corrected in the Prospectus and (y)
the Partnership had previously furnished sufficient quantities (as requested by the Underwriters)
of the Prospectus to the Underwriters within a reasonable amount of time prior to such sale or such
confirmation and (z) such Underwriter failed to deliver the Prospectus, if required by law to have
so delivered it, and such delivery would have cured the defect giving rise to such loss, claim,
liability, expense or damage, unless such failure to deliver the Prospectus resulted from
non-compliance by the Partnership with Section 5(c) hereof. The foregoing indemnity
agreement is in addition to any liability which the Partnership may otherwise have to any
Underwriter or to any officer, director, employee or controlling person of that Underwriter.
(b) Each Underwriter, severally and not jointly, shall indemnify and hold harmless the
Partnership Parties, their employees, the officers and directors of the General Partner, and each
person, if any, who controls the Partnership Parties within the meaning of Section 15 of the
Securities Act, from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof, to which the Partnership Parties or any such officer, director, employee
or controlling person may become subject, under the Securities Act or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement
or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus or in any amendment or supplement thereto, or any
Marketing Materials, or (ii) the omission or alleged omission to state in the Registration
Statement, or in any amendment or supplement thereto, or any Marketing Materials, any material fact
required to be stated therein or necessary to make the statements therein not misleading, or (iii)
the omission or alleged omission to state in any Preliminary Prospectus, the Prospectus or in any
amendment or supplement thereto any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, but in each case only to the
extent that the untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information concerning such Underwriter
furnished to the Partnership through the Representative by or on behalf of that Underwriter
specifically for inclusion therein, which information is limited to the information set forth in
Section 8(e) hereof, and shall reimburse the Partnership Parties and any such officer,
director or controlling person for any legal or other expenses reasonably incurred by the
Partnership Parties or any such director, officer or controlling person in connection with
investigating or defending or preparing to defend against any such loss, claim, damage, liability
or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any
liability that any Underwriter may otherwise have to the Partnership or any such, officer,
director, employee or controlling person.
(c) Promptly after receipt by an indemnified party under this Section 8 of notice of
any claim or the commencement of any action, the indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under this Section 8, notify the
indemnifying party in writing of the claim or the commencement of that action; provided, however,
that the failure to notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 8 except to the extent it has been materially prejudiced by
such failure and, provided, further, that the failure to notify the indemnifying party shall not
relieve it from any liability which it may have to an indemnified party otherwise than under this
Section 8. If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to
participate
27
therein and, to the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party shall not be liable
to the indemnified party under this Section 8 for any legal or other expenses subsequently
incurred by the indemnified party in connection with the defense thereof other than reasonable
costs of investigation; provided, however, that the Representative shall have the right to employ
counsel to represent jointly the Representative and those other Underwriters and their respective
officers, directors, employees and controlling persons who may be subject to liability arising out
of any claim in respect of which indemnity may be sought by the Underwriters against the
Partnership Parties under this Section 8 if, (i) the Partnership Parties and the
Underwriters shall have so mutually agreed, (ii) the Partnership Parties have failed within a
reasonable time to retain counsel reasonably satisfactory to the Underwriters, (iii) the
Underwriters and their respective directors, officers, employees and controlling persons shall have
reasonably concluded that there may be legal defenses available to them that are different from or
in addition to those available to the Partnership Parties, or (iv) the named parties in any such
proceeding (including impleaded parties) include both the Underwriters or their respective
directors, officers, employees or controlling persons, on the one hand, and the Partnership
Parties, on the other hand, and representation of both sets of parties by the same counsel would be
inappropriate due to actual or potential differing interests between them, and in any such event
the fees and expenses of one such separate counsel shall be paid by the Partnership Parties. No
indemnifying party shall (i) without the prior written consent of the indemnified parties (which
consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder (whether or not the indemnified
parties are actual or potential parties to such claim or action) unless such settlement, compromise
or consent includes an unconditional release of each indemnified party from all liability arising
out of such claim, action, suit or proceeding and does not include any findings of fact or
admissions of fault or culpability as to the indemnified party, or (ii) be liable for any
settlement of any such action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a
final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and
hold harmless any indemnified party from and against any loss or liability by reason of such
settlement or judgment.
(d) If the indemnification provided for in this Section 8 shall for any reason be
unavailable to or insufficient to hold harmless an indemnified party under Section 8(a) or
8(b) in respect of any loss, claim, damage or liability, or any action in respect thereof,
referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified
party, contribute to the amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be
appropriate to reflect the relative benefits received by the Partnership Parties, on the one hand,
and the Underwriters on the other, from the offering of the Units or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Partnership Parties, on the one hand, and the Underwriters on the
other, with respect to the statements or omissions that resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable considerations.
The relative benefits received by
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the Partnership Parties, on the one hand, and the Underwriters on the other, with respect to
such offering shall be deemed to be in the same proportion as the total net proceeds from the
offering of the Units purchased under this Agreement (before deducting expenses) received by the
Partnership, as set forth in the table on the cover page of the Prospectus, on the one hand, and
the total underwriting discounts and commissions received by the Underwriters with respect to the
Units purchased under this Agreement, as set forth in the table on the cover page of the
Prospectus, on the other hand, bear to the total gross proceeds from the offering of the Units
under this Agreement, as set forth in the table on the cover page of the Prospectus. The relative
fault shall be determined by reference to whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates to information
supplied by the Partnership Parties or the Underwriters, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Partnership Parties and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 8(d) were to be determined by pro rata
allocation (even if the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take into account the equitable considerations referred to
herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage
or liability, or action in respect thereof, referred to above in this Section 8(d) shall be
deemed to include, for purposes of this Section 8(d), any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Section 8(d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the total price at
which the Units underwritten by it and distributed to the public was offered to the public exceeds
the amount of any damages which such Underwriter has otherwise paid or become liable to pay by
reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters obligations to contribute as provided in this Section
8(d) are several in proportion to their respective underwriting obligations and not joint.
(e) The Underwriters severally confirm and the Partnership Parties acknowledge and agree that
the statements with respect to the public offering of the Units by the Underwriters set forth on
the cover page of, and the concession and reallowance figures and the paragraph relating to
stabilization by the Underwriters appearing under the caption Underwriting in, the Prospectus,
are correct and constitute the only information concerning such Underwriters furnished in writing
to the Partnership by or on behalf of the Underwriters specifically for inclusion in the
Registration Statement and the Prospectus.
Section 9. Defaulting Underwriters.
If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under
this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units
that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the
respective proportions which the number of the Firm Units set forth opposite the name of each
remaining non-defaulting Underwriter in Schedule 1 hereto bears to the total number of Firm
Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule
1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be
obligated to purchase any of the Units on such Delivery Date if the total number of the Units
29
which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date
exceeds 9.09% of the total number of Units to be purchased on such Delivery Date, and any remaining
non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Units
which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If
the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other
underwriters satisfactory to the Representative who so agree, shall have the right, but shall not
be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be
purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory
to the Representative do not elect to purchase the Units that the defaulting Underwriter or
Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect
to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership
to sell, the Option Units) shall terminate without liability on the part of any non-defaulting
Underwriter or the Partnership Parties, except that the Partnership Parties will continue to be
liable for the payment of expenses to the extent set forth in Sections 6 and 11.
As used in this Agreement, the term Underwriter includes, for all purposes of this
Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto
that, pursuant to this Section 9, purchases Firm Units that a defaulting Underwriter agreed
but failed to purchase.
Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have
to the Partnership Parties for damages, including expenses paid by the Partnership Parties pursuant
to Sections 6 and 11, caused by its default. If other Underwriters are obligated
or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the
Representative or the Partnership may postpone the Delivery Date for up to seven (7) full business
days in order to effect any changes that in the opinion of counsel for the Partnership or counsel
for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other
document or arrangement.
Section 10. Termination.
The obligations of the Underwriters hereunder may be terminated by the Representative by
notice given to and received by the Partnership prior to delivery of and payment for the Firm Units
if, prior to that time, any of the events described in Sections 7(k), 7(l), or
7(m) shall have occurred or if the Underwriters shall decline to purchase the Units for any
reason permitted under this Agreement.
Section 11. Reimbursement of Underwriters Expenses.
If the Partnership shall fail to tender the Units for delivery to the Underwriters by reason
of any failure, refusal or inability on the part of any of the Partnership Parties to perform any
agreement on its part to be performed, or because any other condition of the Underwriters
obligations hereunder required to be fulfilled by any of the Partnership Parties is not fulfilled,
the Partnership Parties will reimburse the Underwriters for all reasonable out-of-pocket expenses
(including fees and disbursements of counsel) incurred by the Underwriters in connection with this
Agreement and the proposed purchase of the Units, and upon demand the Partnership Parties shall pay
the full amount thereof to the Representative. If this Agreement is terminated pursuant to
Section 7(m)(i), (iii), (iv) or (v) or pursuant to Section
9 by reason of the default of one or
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more Underwriters, the Partnership Parties shall not be obligated to reimburse any defaulting
Underwriter on account of those expenses.
Section 12. Research Independence.
In addition, the Partnership Parties acknowledge that the Underwriters research analysts and
research departments are required to be independent from their respective investment banking
divisions and are subject to certain regulations and internal policies, and that such Underwriters
research analysts may hold and make statements or investment recommendations and/or publish
research reports with respect to the Partnership Parties and/or the offering that differ from the
views of its investment bankers. The Partnership Parties hereby waive and release, to the fullest
extent permitted by law, any claims that the Partnership Parties may have against the Underwriters
with respect to any conflict of interest that may arise from the fact that the views expressed by
their independent research analysts and research departments may be different from or inconsistent
with the views or advice communicated to the Partnership Parties by such Underwriters investment
banking divisions. The Partnership Parties acknowledge that each of the Underwriters is a full
service securities firm and as such from time to time, subject to applicable securities laws, may
effect transactions for its own account or the account of its customers and hold long or short
positions in debt or equity securities of the companies which may be the subject of the
transactions contemplated by this Agreement.
Section 13. No Fiduciary Duty.
The Partnership Parties acknowledge and agree that in connection with this offering, sale of
the Units or any other services the Underwriters may be deemed to be providing hereunder,
notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any
oral representations or assurances previously or subsequently made by the Underwriters: (i) no
fiduciary or agency relationship between the Partnership Entities and any other person, on the one
hand, and the Underwriters, on the other, exists; (ii) the Underwriters are not acting as advisors,
expert or otherwise, to any of the Partnership Entities, including, without limitation, with
respect to the determination of the public offering price of the Units, and such relationship
between the Partnership Entities, on the one hand, and the Underwriters, on the other, is entirely
and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the
Underwriters may have to the Partnership Entities shall be limited to those duties and obligations
specifically stated herein; and (iv) the Underwriters and their respective affiliates may have
interests that differ from those of the Partnership Entities. The Partnership Entities hereby
waive any claims that they may have against the Underwriters with respect to any breach of
fiduciary duty in connection with the offering of the Units.
Section 14. Notices.
All statements, requests, notices and agreements hereunder shall be in writing, and:
(a) if to the Underwriters, shall be delivered or sent by mail, telex or facsimile
transmission to Lehman Brothers Inc., 745 Seventh Avenue, New York, New York 10019, Attention:
Syndicate Registration (Fax: 646-497-4815), with a copy, in the case of any notice pursuant to
Section 8(c), to the Director of Litigation, Office of the General Counsel, Lehman Brothers
Inc., 399 Park Avenue, 10th Floor, New York, New York 10022 (Fax: 212-520-0421);
31
(b) if to the Partnership Parties, shall be delivered or sent by mail, telex or facsimile
transmission to Sunoco Logistics Partners L.P., Ten Penn Center, 1801 Market Street, Philadelphia,
Pennsylvania 19103-1699, Attention: Deborah M. Fretz, President (Fax: 215-977-3902);
provided, however, that any notice to an Underwriter pursuant to Section 8(c) shall be
delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set
forth in its acceptance telex to the Representative, which address will be supplied to any other
party hereto by the Representative upon request. Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof. The Partnership Parties shall be
entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of
the Underwriters by the Representative and the Underwriters shall be entitled to act and rely upon
any request, consent, notice or agreement given or made on behalf of the Partnership Parties.
Section 15. Persons Entitled to Benefit of Agreement.
This Agreement shall inure to the benefit of and be binding upon the Underwriters, the
Partnership Parties and their respective successors. This Agreement and the terms and provisions
hereof are for the sole benefit of only those persons, except that (A) the representations,
warranties, indemnities and agreements of the Partnership Parties contained in this Agreement shall
also be deemed to be for the benefit of the directors, officers and employees of the Underwriters
and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of
the Securities Act and (B) the indemnity agreement of the Underwriters contained in Section
8(b) of this Agreement shall be deemed to be for the benefit of the directors of the General
Partner, the officers of the General Partner who have signed the Registration Statement and any
person controlling the Partnership Parties within the meaning of Section 15 of the Securities Act.
Nothing in this Agreement is intended or shall be construed to give any person, other than the
persons referred to in this Section 15, any legal or equitable right, remedy or claim under
or in respect of this Agreement or any provision contained herein.
Section 16. Survival.
The respective indemnities, representations, warranties and agreements of the Partnership
Parties and the Underwriters contained in this Agreement or made by or on behalf on them,
respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Units
and shall remain in full force and effect, regardless of any investigation made by or on behalf of
any of them or any person controlling any of them.
Section 17. Definition of the Terms Business Day Subsidiary and Affiliate.
For purposes of this Agreement, (a) business day means each Monday, Tuesday,
Wednesday, Thursday or Friday which is not a day on which banking institutions in New York are
generally authorized or obligated by law or executive order to close and (b) subsidiary
and affiliate have their respective meanings set forth in Rule 405 of the Rules and
Regulations.
Section 18. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
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Section 19. Counterparts.
This Agreement may be executed in one or more counterparts and, if executed in more than one
counterpart, the executed counterparts shall each be deemed to be an original but all such
counterparts shall together constitute one and the same instrument.
Section 20. Headings.
The headings herein are inserted for convenience of reference only and are not intended to be
part of, or to affect the meaning or interpretation of, this Agreement.
[Signature Pages to Follow]
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If the foregoing correctly sets forth the agreement among the Partnership Parties and the
Underwriters, please indicate your acceptance in the space provided for that purpose below.
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Very truly yours, |
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General Partner |
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Sunoco Partners LLC |
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By: |
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/s/ BRUCE D. DAVIS, JR. |
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Bruce D. Davis, Jr. |
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Vice President |
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Partnership |
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Sunoco Logistics Partners L.P. |
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By: |
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Sunoco Partners LLC, its general partner |
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By:
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/s/ BRUCE D. DAVIS, JR. |
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Bruce D. Davis, Jr. |
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Vice President |
Sunoco Logistics Partners L.P. Underwriting Agreement Signature Page
Accepted:
Lehman Brothers Inc.
For itself and as Representative
of the several Underwriters named
in Schedule 1 thereto
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By:
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/s/ KYRIACOS LOUPIS |
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Kyriacos Loupis |
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Vice President |
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Sunoco Logistics Partners L.P. Underwriting Agreement Signature Page
SCHEDULE 1
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Number of |
Underwriters |
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Firm Units |
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Lehman Brothers Inc. |
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900,000 |
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Citigroup Global Markets Inc. |
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450,000 |
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Stifel, Nicolaus & Company, Incorporated |
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150,000 |
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Total |
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1,500,000 |
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Schedule 1-1
ANNEX 1
General Partner Executive Officers and Directors:
Cynthia A. Archer
L. Wilson Berry, Jr.
Paul S. Broker
Stephen L. Cropper
Bruce D. Davis, Jr.
Michael H.R. Dingus
John G. Drosdick
Gary W. Edwards
Bruce G. Fischer
Deborah M. Fretz
Thomas W. Hofman
David A. Justin
Christopher W. Keene
Paul A. Mulholland
Colin A. Oerton
Annex 1-1
ANNEX 2
JURISDICTIONS OF FORMATION AND QUALIFICATION
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Jurisdiction of |
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Name of Entity |
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Formation |
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Jurisdictions of Registration or Qualification |
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Sunoco Partners LLC (the
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Pennsylvania
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Indiana |
General Partner)
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Kansas |
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Kentucky |
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Louisiana |
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Maryland |
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Michigan |
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Mississippi |
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New Jersey |
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New Mexico |
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New York |
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Ohio |
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Oklahoma |
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Tennessee |
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Texas |
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Virginia |
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Sunoco Logistics Partners
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Delaware
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L.P. (the Partnership) |
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Sunoco Logistics Partners
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Delaware
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Pennsylvania |
GP LLC (the OLP GP) |
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Sunoco Logistics Partners
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Delaware
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New York |
Operations L.P. (the
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Operating Partnership) |
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Annex 2-1
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Formation |
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Jurisdictions of Registration or Qualification |
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Sunoco Logistics Partners
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Delaware
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Arkansas |
Operations GP LLC (the
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Indiana |
Operating GP LLC)
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Maryland |
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New Jersey |
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New Mexico |
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Ohio |
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Oklahoma |
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Pennsylvania |
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Texas |
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Virginia |
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Ontario, Canada |
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Sunoco Partners Marketing
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Texas
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Arkansas |
& Terminals L.P. (Sunoco
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Indiana |
M&T LP)
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Kansas |
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Louisiana |
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Maryland |
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Michigan |
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Mississippi |
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New Jersey |
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New Mexico |
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New York |
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Ohio |
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Oklahoma |
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Pennsylvania |
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Virginia |
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Sunoco Pipeline L.P.
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Texas
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(Sunoco Pipeline LP)
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New Jersey |
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New York |
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Oklahoma |
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Annex 2-2
EXHIBIT A
LOCK-UP LETTER AGREEMENT
Lehman Brothers Inc.
As Representative of the several
Underwriters named in Schedule 1,
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Ladies and Gentlemen:
The undersigned understands that you and certain other firms (collectively, the
Underwriters) propose to enter into an Underwriting Agreement (the Underwriting
Agreement) with Sunoco Partners LLC, Sunoco Logistics Partners L.P. (the
Partnership) and the other parties named therein (collectively, the Partnership
Parties), providing for the purchase by the Underwriters of common units representing limited
partner interests (the Common Units) of the Partnership, and that the Underwriters
propose to reoffer the Common Units to the public (the Offering). Capitalized terms used
but not defined herein have the meanings given them in the Underwriting Agreement.
In consideration of the execution of the Underwriting Agreement by the Underwriters, and for
other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the
prior written consent of Lehman Brothers Inc., on behalf of the Underwriters, the undersigned will
not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise transfer or dispose of
(or enter into any transaction or device that is designed to, or could be expected to, result in
the disposition by any person at any time in the future of) any Common Units (including, without
limitation, Common Units that may be deemed to be beneficially owned by the undersigned in
accordance with the rules and regulations of the Securities and Exchange Commission and Common
Units that may be issued upon exercise of any option or warrant) or securities convertible into or
exchangeable for Common Units owned by the undersigned on the date of the execution of this
Agreement or on the date of the completion of the Offering, or (2) enter into any swap or other
derivatives transaction that transfers to another, in whole or in part, any of the economic
benefits or risks of ownership of such Common Units or securities convertible into or exchangeable
for Common Units, whether any such transaction described in clause (1) or (2) above
is to be settled by delivery of Common Units or other securities, in cash or otherwise, for a
period of ninety (90) days from the date of the final prospectus relating to the Offering (such
ninety (90)-day period, the Lock-Up Period). The foregoing sentence shall not apply to
bona fide gifts, sales or other dispositions of Common Units, in each case that are made
exclusively between and among the undersigned or members of the undersigneds family, or affiliates
of the undersigned, including its partners (if a partnership) or members (if a limited liability
company); provided that it shall be a condition to any such transfer that (i) the transferee/donee
agrees to be bound by the terms of this Lock-up Letter Agreement (including, without limitation,
the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee
were a party hereto, (ii) no filing by any party (donor, donee, transferor or
Exhibit A-1
transferee) under the Securities Exchange Act of 1934, as amended (the Exchange
Act), shall be required or shall be voluntarily made in connection with such transfer or
distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period),
(iii) each party (donor, donee, transferor or transferee) shall not be required by law (including
without limitation the disclosure requirements of the Securities Act of 1933, as amended, and the
Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the
transfer or disposition, and (iv) the undersigned notifies Lehman Brothers Equity Capital Markets
at least two business days prior to the proposed transfer or disposition.
In furtherance of the foregoing, the Partnership and its transfer agent are hereby authorized
to decline to make any transfer of securities if such transfer would constitute a violation or
breach of this Lock-Up Letter Agreement.
It is understood that, if the Partnership notifies the Underwriters that it does not intend to
proceed with the Offering, if the Underwriting Agreement does not become effective, or if the
Underwriting Agreement (other than the provisions thereof which survive termination) shall
terminate or be terminated prior to payment for and delivery of the Units, the undersigned will be
released from its obligations under this Lock-Up Letter Agreement.
The undersigned understands that the Partnership and the Underwriters will proceed with the
Offering in reliance on this Lock-Up Letter Agreement.
Whether or not the Offering actually occurs depends on a number of factors, including market
conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the terms of
which are subject to negotiation between the Partnership Parties and the Underwriters.
[Signature Page Follows]
Exhibit A-2
The undersigned hereby represents and warrants that the undersigned has full power and
authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will
execute any additional documents necessary in connection with the enforcement hereof. Any
obligations of the undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
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Very truly yours, |
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By: |
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Name: |
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Title: |
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Dated: August ___, 2005
Exhibit A-3
EXHIBIT B
FORM OF ISSUERS COUNSEL OPINION
a) Each of the Partnership and the Operating Partnership has been duly formed and is validly
existing in good standing as a limited partnership under the Delaware LP Act with all necessary
limited partnership power and authority to own or lease its properties and to conduct its business
as described in the Prospectus, in each case in all material respects. Each of the Partnership and
the Operating Partnership has been duly registered or qualified as a foreign limited partnership
for the transaction of business under the laws of each jurisdiction set forth in Annex I to
this Opinion.
b) Each of Sunoco Pipeline LP and Sunoco M&T LP has been duly formed and is validly existing
in good standing as a limited partnership under the Texas LP Act with all necessary limited
partnership power and authority to own or lease its properties and to conduct its business as
described in the Prospectus, in each case in all material respects. Each of Sunoco Pipeline LP and
Sunoco M&T LP has been duly registered or qualified as a foreign limited partnership for the
transaction of business under the laws of each jurisdiction set forth in Annex I to this
Opinion.
c) Each of OLP GP and the Operating GP LLC has been duly formed and is validly existing in
good standing as a limited liability company under the Delaware LLC Act with all necessary limited
liability company power and authority to own or lease its properties and to conduct its business as
described in the Prospectus, in each case in all material respects. OLP GP has all necessary
limited liability company power and authority to act as general partner of the Operating
Partnership. Operating GP LLC has all necessary limited liability company power and authority to
act as general partner of Sunoco Pipeline LP and Sunoco M&T LP. Each of OLP GP and Operating GP
LLC has been duly registered or qualified as a foreign limited liability company for the
transaction of business under the laws of each jurisdiction set forth in Annex I to this
Opinion.
d) The General Partner is the sole general partner of the Partnership with a 2.0% general
partner interest in the Partnership; such general partner interest has been duly authorized and
validly issued in accordance with the Partnership Agreement; and the General Partner owns such
general partner interest free and clear of all liens, encumbrances, security interests, charges or
claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State
of Pennsylvania naming the General Partner as debtor is on file in the office of the Secretary of
State of the State of Pennsylvania or (ii) otherwise known to such counsel, without independent
investigation, other than those created by or arising under the Delaware LP Act.
e) The General Partner owns 3,526,005 Common Units and 8,537,729 Subordinated Units and all of
the Incentive Distribution Rights; all of such Sponsor Units and the limited partner interests
represented thereby and the Incentive Distribution Rights have been duly authorized and validly
issued in accordance with the Partnership Agreement, and are fully paid (to the extent required
under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected
by Sections 17-303 and 17-607 of the Delaware LP Act and except as described in the Prospectus);
and the General Partner owns the Sponsor Units and the
Exhibit B-1
Incentive Distribution Rights free and clear of all liens, encumbrances, (except, with respect
to the Incentive Distribution Rights, restrictions on transferability as set forth in the
Partnership Agreement), security interests, charges or claims (i) in respect of which a financing
statement under the Uniform Commercial Code of the State of Delaware naming the General Partner as
debtor is on file in the office of the Secretary of State of the State of Delaware or (ii)
otherwise known to such counsel, without independent investigation, other than those created by or
arising under the Delaware LP Act.
f) The 1,500,000 Firm Units and the 225,000 Option Units to be issued and sold to the
Underwriters by the Partnership pursuant to the Underwriting Agreement and the limited partner
interests represented thereby have been duly authorized and, when issued and delivered to the
Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement,
will be validly issued, fully paid (to the extent required under the Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by Section 17-607 of the Delaware LP
Act and except as described in the Prospectus).
g) The Partnership is the sole member of OLP GP with a 100% member interest in OLP GP; such
member interest has been duly authorized and validly issued in accordance with the OLP GP LLC
Agreement and is fully paid (to the extent required under the OLP GP LLC Agreement) and
nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware
LLC Act); and the Partnership owns such member interest free and clear of all liens, encumbrances,
security interests, charges or claims (i) in respect of which a financing statement under the
Uniform Commercial Code of the State of Delaware naming the Partnership as a debtor is on file in
the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such
counsel, without independent investigation, other than those created by or arising under the
Delaware LLC Act.
h) OLP GP is the sole general partner of the Operating Partnership with a 0.01% general
partner interest in the Operating Partnership; such general partner interest has been duly
authorized and validly issued in accordance with the Operating Partnership Agreement, and OLP GP
owns such general partner interest free and clear of all liens, encumbrances (except restrictions
on transferability as set forth in the Operating Partnerships partnership agreement), security
interests, charges or claims (i) in respect of which a financing statement under the Uniform
Commercial Code of the State of Delaware naming OLP GP as a debtor is on file in the office of the
Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without
independent investigation, other than those created by or arising under the Delaware LP Act.
i) The Partnership is the sole limited partner of the Operating Partnership with a 99.99%
limited partner interest in the Operating Partnership; such limited partner interest has been duly
authorized and validly issued in accordance with the Operating Partnership Agreement and is fully
paid (to the extent required under the Operating Partnership Agreement) and nonassessable (except
as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware LP Act); and
the Partnership owns such limited partner interest free and clear of all liens, encumbrances,
security interests, charges or claims (i) in respect of which a financing statement under the
Uniform Commercial Code of the State of Delaware naming the Partnership as a debtor is on file in
the office of the Secretary of State of the State of Delaware or (ii)
Exhibit B-2
otherwise known to such counsel, without independent investigation, other than those created
by or arising under the Delaware LP Act.
j) The Operating Partnership is the sole member of Operating GP LLC with a 100% member
interest in Operating GP LLC; such member interest has been duly authorized and validly issued in
accordance with the Operating GP LLC Agreement and is fully paid (to the extent required under the
Operating GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by
Section 18-607 of the Delaware LLC Act); and the Operating Partnership owns such member interest
free and clear of all liens, encumbrances, security interests, charges or claims (i) in respect of
which a financing statement under the Uniform Commercial Code of the State of Delaware naming the
Operating Partnership as a debtor is on file in the office of the Secretary of State of the State
of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than
those created by or arising under the Delaware LLC Act.
k) Operating GP LLC is the sole general partner of each of Sunoco Pipeline LP and Sunoco M&T
LP with a 0.01% general partner interest in each; each such general partner interest has been duly
authorized and validly issued in accordance with the applicable LP Subsidiary Partnership
Agreement; and Operating GP LLC owns such general partner interests free and clear of all liens,
encumbrances (except restrictions on transferability set forth in the applicable LP Subsidiary
Partnership Agreement), security interests, charges or claims (i) in respect of which a financing
statement under the Uniform Commercial Code of the State of Delaware naming Operating GP LLC as a
debtor is on file in the office of the Secretary of State of the State of Delaware or (ii)
otherwise known to such counsel, without independent investigation, other than those created by or
arising under the Delaware LP Act.
l) The Operating Partnership is the sole limited partner of each of Sunoco Pipeline LP and
Sunoco M&T LP with a 99.99% limited partner interest in each; each such limited partner interest
has been duly authorized and validly issued in accordance with the applicable LP Subsidiary
Partnership Agreement and is fully paid (to the extent required under such LP Subsidiary
Partnership Agreement) and nonassessable (except as such nonassessability may be affected by
Sections 3.03 and 6.07 of the Texas LP Act); and the Operating Partnership owns such limited
partner interests free and clear of all liens, encumbrances (except restrictions on transferability
set forth in the applicable LP Subsidiary Partnership Agreement), security interests, charges or
claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State
of Delaware naming the Operating Partnership as a debtor is on file in the office of the Secretary
of State of the State of Delaware or (ii) otherwise known to such counsel, without independent
investigation, other than those created by or arising under the Texas LP Act.
m) Except as described in the Prospectus, there are no preemptive rights or other rights to
subscribe for or to purchase, nor any restriction upon the voting or transfer of, any partnership
or member interests in any of the entities constituting the Partnership Group (each a
Partnership Group Member), in each case pursuant to the applicable limited liability
company agreement or partnership agreement for each such Partnership Group Member or, to the
knowledge of such counsel, any agreement or other instrument listed as an exhibit to the
Registration Statement to which any such Partnership Group Member is a party or by which any
Exhibit B-3
of them may be bound. To such counsels knowledge and except as described in the Partnership
Agreement, neither the filing of the Registration Statement nor the offering or sale of the Units
as contemplated by the Underwriting Agreement gives rise to any rights for or relating to the
registration of any Units or other securities of the Partnership or any of its subsidiaries, other
than as (i) described in the Prospectus and the Partnership Agreement or (ii) have been waived. To
such counsels knowledge, except as described in the Prospectus, there are no outstanding options
or warrants to purchase partnership or member interests in any of the Partnership Group.
n) The Partnership has all necessary limited partnership power and authority to issue, sell
and deliver the Units, in accordance with and upon the terms and conditions set forth in the
Underwriting Agreement, the Partnership Agreement, the Registration Statement and Prospectus.
o) The Underwriting Agreement has been duly authorized and validly executed and delivered by
the Partnership.
p) (i) The Exxon Transaction Documents have been duly authorized and validly executed and
delivered by the Partnership Group Members party thereto and (ii) each of the Operative Agreements
(as defined below) of the Partnership Group Members constitutes a valid and legally binding
obligation of each Partnership Group Member party thereto, in the case of clause (ii)
enforceable against each such party in accordance with its respective terms, subject to (A)
applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws
relating to or affecting creditors rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law or in equity), and
(B) public policy, applicable law relating to fiduciary duties and indemnification and contribution
and an implied covenant of good faith and fair dealing. The Partnership Agreement, the OLP GP LLC
Agreement and the Operating Partnership Agreement are herein referred to as the Operative
Agreements.
q) None of the offering, issuance and sale by the Partnership of the Units, the execution,
delivery and performance of the Underwriting Agreement by the Partnership Group Members that are
parties thereto, or the consummation of the transactions contemplated thereby and the application
of the proceeds from the sale of the Units as described under Use of Proceeds in the Prospectus
(i) constitutes or will constitute a violation of the agreement of limited partnership, limited
liability company agreement, certificate or articles of incorporation, bylaws or any other
governing document of any Partnership Group Member, (ii) constitutes or will constitute a breach or
violation of, or a default (or an event that, with notice or lapse of time or both, would
constitute such a default) under, any agreement filed as an exhibit to the Registration Statement,
the Partnerships Annual Report on Form 10-K for the fiscal year ended December 31, 2004, the
Partnerships Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005, the
Partnerships Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 or any
Current Report on Form 8-K filed by the Partnership since January 1, 2005, (iii) violates or will
violate the Delaware LP Act, the Delaware LLC Act, the DGCL, Texas law or federal law, or (iv)
results or will result in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of any Partnership Group Member, which conflicts, breaches, violations, defaults
or liens, in the case of clauses (ii), (iii) or (iv), would, individually
or in the aggregate, have a material adverse effect on the consolidated financial condition,
business, assets or results of operations of the Partnership Group taken as a whole.
Exhibit B-4
r) No permit, consent, approval, authorization, order, registration, filing or qualification
(consent) under the Delaware LP Act, the Delaware LLC Act, the DGCL, Texas law or federal law is
required for the offering, issuance and sale by the Partnership of the Units, the execution,
delivery and performance of the Underwriting Agreement by the Partnership Group Members party
thereto, or the consummation by the Partnership Group Members of the transactions contemplated
thereby, except (i) for such consents required under the Securities Act and the Exchange Act or
under state securities or Blue Sky laws, as to which such counsel need not express any opinion,
(ii) for such consents which have been obtained or made, (iii) for such consents which, if not
obtained or made, would not, individually or in the aggregate, have a material adverse effect on
the consolidated financial condition, business, assets or results of operations of the Partnership
Group taken as a whole, or (iv) as disclosed in the Prospectus.
s) The statements in the Registration Statement and Prospectus under the captions Cash
Distributions, Conflicts of Interest and Fiduciary Responsibilities and Description of the
Common Units, fairly describe in all material respects the portions of the documents addressed
thereby and, insofar as they purport to constitute summaries of law or legal conclusions, are
accurate in all material respects; and the Common Units conform in all material respects to the
descriptions thereof contained in the Registration Statement and Prospectus under the captions
Prospectus Summary The Offering, Cash Distributions and Description of the Common Units.
t) The opinions of Vinson & Elkins L.L.P. that are filed as Exhibit 8.1 to the Registration
Statement and the current report on Form 8-K filed on the date noted in such opinion are confirmed
and the Underwriters may rely upon such opinions as if they were addressed to them.
u) The Registration Statement was declared effective under the Securities Act on March 14,
2003; to the knowledge of such counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have been instituted or
threatened by the Commission; and any required filing of the Prospectus pursuant to Rule 424(b) has
been made in the manner and within the time period required by such Rule.
v) The Registration Statement and the Prospectus (except for the financial statements and the
notes and the schedules thereto and the other financial, accounting and statistical data included
in the Registration Statement or the Prospectus, as to which such counsel need not express any
opinion) comply as to form in all material respects with the requirements of the Securities Act and
the rules and regulations promulgated thereunder.
w) To the knowledge of such counsel, (i) there are no legal or governmental proceedings
pending or threatened to which any of the Partnership Entities is a party or to which any of their
respective properties is subject that are required to be disclosed in the Prospectus and are not so
disclosed as required and (ii) there are no agreements, contracts, indentures, leases or other
instruments that are required to be described in the Registration Statement or the Prospectus or to
be filed as exhibits to the Registration Statement that are not described or filed as required by
the Securities Act.
Exhibit B-5
x) None of the Partnership Entities is an investment company as such term is defined in the
Investment Company Act of 1940, as amended, or a public utility holding company or holding
company within the meaning of the Public Utility Holding Company Act of 1935, as amended.
y) None of the execution, delivery or performance of the Exxon Transaction Documents by the
Partnership Group Members party thereto or the consummation of the transactions (including the
Transactions) contemplated thereby, will conflict with, result in a breach or violation of, event
of default under (or constitute any event which with notice, lapse of time or both would result in
any breach of or constitute a default under), or result in the imposition of any lien, charge or
encumbrance upon any property or assets of any Partnership Group Member pursuant to (i) the
formation, organizational or governing documents of any Partnership Group Member, or (ii) the terms
of the Credit Agreement dated November 22, 2004 or the Indenture dated as of February 7, 2002 (in
each case excluding any financial tests), which breach, violation, event of default, lien, charge
or encumbrance would, individually or in the aggregate, have a material adverse effect on the
consolidated financial condition, business, assets or results of operations of the Partnership
Group taken as a whole.
z) The Partnership Group Members party thereto have all requisite power and authority to enter
into the Exxon Transaction Documents and to consummate the transactions (including the
Transactions) contemplated under such agreements.
In addition, such counsel shall state that they have participated in conferences with officers
and other representatives of the General Partner and the Partnership and the independent registered
public accounting firm of the Partnership and your representatives, at which the contents of the
Registration Statement and the Prospectus and related matters were discussed, and although such
counsel has not independently verified, is not passing on, and is not assuming any responsibility
for the accuracy, completeness or fairness of the statements contained in, the Registration
Statement and the Prospectus (except to the extent specified in paragraphs (s) and (t)), based on
the foregoing, no facts have come to such counsels attention that lead such counsel to believe
that the Registration Statement (other than (i) the financial statements included therein,
including the notes and schedules thereto and the auditors reports thereon and (ii) the other
financial, accounting and statistical data included therein, as to which such counsel need not
comment), as of its effective date, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order to make the statements
therein not misleading, or that the Prospectus (other than (i) the financial statements included
therein, including the notes and schedules thereto and the auditors reports thereon and (ii) the
other financial, accounting and statistical data included therein, as to which such counsel need
not comment), as of its issue date and as of each Delivery Date, contained or contains an untrue
statement of a material fact or omitted or omits to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
Such counsels opinion may be limited to matters governed by the Federal laws of the United
States of America, the Delaware LP Act, the Delaware LLC Act, the DGCL and the laws of the State of
Texas. Such counsel need not express any opinion with respect to state or local
Exhibit B-6
taxes or tax statutes to which any of the limited partners of the Partnership or any of the
Partnership Group Members may be subject.
Exhibit B-7
EXHIBIT C
FORM OF OPINION PENNSYLVANIA LOCAL COUNSEL
a) The General Partner has been duly formed and is validly subsisting as a limited liability
company under the Pennsylvania LLC Act with all necessary limited liability company power and
authority to own or lease its properties and to conduct its business as general partner of the
Partnership as described in the GP LLC Agreement and pursuant to the Pennsylvania LLC Act.
b) The Underwriting Agreement has been duly authorized and validly executed and delivered by
the General Partner.
c) None of the offering, issuance and sale by the Partnership of the Units, the execution,
delivery and performance of the Underwriting Agreement by the General Partner, and the consummation
of the transactions contemplated thereby, (i) constitutes or will constitute a violation of the GP
LLC Agreement or (ii) violates or will violate any present statute, rule or regulation promulgated
by the United States or the Commonwealth of Pennsylvania which in our experience is normally
applicable both to limited liability companies which are not engaged in regulated business
activities and to transactions of the type contemplated by the Underwriting Agreement. To our
knowledge, there are no orders, judgments, decrees or injunctions of any court or governmental
agency or body directed to the General Partner or any of its properties in a proceeding to which it
or its property is subject.
d) No permit, consent, approval, authorization, order, registration, filing or qualification
(consent) of or with any court, governmental agency or body of the Commonwealth of Pennsylvania
having jurisdiction over the General Partner or any of its properties is required for the issuance
and sale of the Units by the Partnership as contemplated under the Underwriting Agreement, except
for such consents (i) required under the Securities Act, the Exchange Act and state securities or
Blue Sky laws, as to which we express no opinion, (ii) which have been obtained or made, (iii)
which are of a routine or administrative nature, or (iv) which are disclosed in the Prospectus.
In rendering such opinion, among other customary exceptions, qualifications and limitations,
such counsel may (A) rely in respect of matters of fact upon the representations of the Partnership
Parties set forth in this Agreement and in certificates of officers and employees of the
Partnership Parties and upon information obtained from public officials, (B) assume that all
documents submitted to such counsel as originals are authentic, that all copies submitted to such
counsel conform to the originals thereof, and that the signatures on all documents examined by such
counsel are genuine, (C) state that such opinions are limited to federal laws and the laws of the
Commonwealth of Pennsylvania and (D) state that such counsel expresses no opinion with respect to
state or local taxes or tax statutes to which any of the limited partners of the Partnership may be
subject.
Exhibit C-1
EXHIBIT D
FORM OF OPINION OF SUNOCO GENERAL COUNSEL
Such counsel shall state that he has participated in conferences with officers and other
representatives of the Partnership Entities and the independent registered public accounting firm
of the Partnership and your representatives, at which the contents of the Registration Statement
and the Prospectus and related matters were discussed, and although such counsel has not
independently verified, is not passing on, and is not assuming any responsibility for the accuracy,
completeness or fairness of the statements contained in, the Registration Statement and the
Prospectus, based on the foregoing, no facts have come to such counsels attention that lead such
counsel to believe that the Registration Statement (other than (i) the financial statements
included therein, including the notes and schedules thereto and the auditors reports thereon and
(ii) the other financial, accounting and statistical data included therein, as to which such
counsel need not comment), as of its effective date, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading, or that the Prospectus (other than (i) the financial
statements included therein, including the notes and schedules thereto and the auditors reports
thereon and (ii) the other financial, accounting and statistical data included therein, as to which
such counsel need not comment), as of its issue date and as of each Delivery Date, contained or
contains an untrue statement of a material fact or omitted or omits to state a material fact
required to be stated therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
Exhibit D-1
exv5w1
August 4, 2005
Sunoco Logistics Partners L.P.
Mellon Bank Center
1735 Market Street
Philadelphia, Pennsylvania 19103
Ladies and Gentlemen:
We have acted as counsel to Sunoco Logistics Partners L.P., a Delaware limited partnership (the
Partnership), in connection with the offering by the Partnership of up to 1,725,000 common units
(including an option to purchase up to 225,000 units) representing limited partner interests in the
Partnership (the Units). We refer to the registration statement on Form S-3 (Registration No.
333-103710) (the Registration Statement), filed with the Securities and Exchange Commission (the
Commission) by the Partnership on March 10, 2003. A prospectus supplement dated August 4, 2005,
which together with the base prospectus filed with the Registration Statement shall constitute part
of the prospectus (the Prospectus), has been filed pursuant to Rule 424(b) promulgated under the
Securities Act.
As the basis for the opinion hereinafter expressed, we examined such statutes, including the
Delaware Revised Uniform Limited Partnership Act, corporate records and documents, certificates of
public officials, and other instruments and documents as we deemed necessary or advisable for the
purposes of this opinion. In such examinations, we assumed the authenticity of all documents
submitted to us as originals and the conformity with the original documents of all documents
submitted to us as copies. As to various questions of fact material to this opinion, we have relied
upon statements and certificates of officers of Sunoco Partners LLC, a Pennsylvania limited
liability company and the general partner of the Partnership. Without limiting the foregoing, we
have examined the Underwriting Agreement, dated August 4, 2005, by and among the Partnership,
Sunoco Partners LLC and Lehman Brothers Inc., as representative of the several underwriters named
therein (the Underwriting Agreement).
In connection with this opinion, we have assumed that all Units will be issued and sold in the
manner stated in the Prospectus and the Underwriting Agreement.
Based on the foregoing, we are of the opinion that the Units, when issued and delivered to and paid
for by the Underwriters in accordance with the terms of the Underwriting
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Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas
Dubai Houston London Moscow New York Tokyo Washington
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First City Tower, 1001 Fannin Street, Suite 2300, Houston, TX 77002-6760
Tel 713.758.2222 Fax 713.758.2346 www.velaw.com |
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Sunoco Logistics Partners L.P.
August 4, 2005 Page 2 |
Agreement, will be validly
issued, fully paid and nonassessable, except as described in the Prospectus.
The opinions expressed herein are limited exclusively to the federal laws of the United States of
America and the Revised Uniform Limited Partnership Act of the State of Delaware and the
Constitution of the State of Delaware, each as interpreted by the courts of the State of Delaware,
and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the references to this firm under the caption Legal in the Prospectus and to
the filing of this opinion as an exhibit to a Current Report on Form 8-K. By giving such
consent, we do not admit that we are within the category of persons whose consent is required under
the provisions of the Securities Act or the rules and regulations of the Commission issued
thereunder.
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Very truly yours,
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/s/ Vinson & Elkins L.L.P.
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VINSON & ELKINS L.L.P. |
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exv8w1
[Vinson & Elkins Letterhead]
August 4, 2005
Sunoco Logistics Partners L.P.
Mellon Bank Center
1735 Market Street
Philadelphia, Pennsylvania 19103
Ladies and Gentlemen:
We have acted as counsel for Sunoco Logistics Partners L.P., a Delaware limited partnership
(the Partnership), with respect to certain legal matters in connection with the offer and sale of
common units representing limited partner interests in the Partnership. We have also participated
in the preparation of a Prospectus Supplement dated August 4, 2005 (the Prospectus Supplement)
and the Prospectus dated March 14, 2003 (the Prospectus) forming part of the Registration
Statement on Form S-3 (No. 333-103710 (the Registration Statement)) to which this opinion is an
exhibit.
In connection therewith, we prepared the discussions (the Discussions) set forth under the
caption Tax Considerations in the Prospectus Supplement and the caption Material Tax
Considerations in the Prospectus. Capitalized terms not defined herein shall have the meanings
ascribed to them in the Prospectus.
All statements of legal conclusions contained in the Discussions, unless otherwise noted, are
our opinion with respect to the matters set forth therein (i) as of the date of the Prospectus
Supplement in respect of the discussion set forth under the caption Tax Considerations and (ii)
as of the effective date of the Prospectus in respect of the discussion set forth under the caption
Material Tax Considerations, in both cases qualified by the limitations contained in the
Discussions. In addition, we are of the opinion that the Discussions with respect to those matters
as to which no legal conclusions are provided is an accurate discussion of such federal income tax
matters (except for the representations and statements of fact of the Partnership and its general
partner, included in the Discussions, as to which we express no opinion).
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the use of our name under the heading Legal in the Prospectus and in the Registration
Statement. This consent does not constitute an admission that we are experts within the meaning
of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder.
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Very truly yours, |
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VINSON & ELKINS LLP |
EXHIBIT 99.1
NEWS RELEASE
[SUNOCO LOGO]
SUNOCO LOGISTICS PARTNERS L.P.
1735 MARKET STREET
PHILADELPHIA, PA. 19103-7583
For further information contact: For release: 7:30 a.m., August 5, 2005
Jerry Davis (media) 215-977-6298
Colin Oerton (investors) 866-248-4344
No. 18
SUNOCO LOGISTICS PARTNERS L.P. ANNOUNCES
PRICING OF 1.5 MILLION COMMON UNITS
PHILADELPHIA, August 5, 2005 - Sunoco Logistics Partners L.P. (NYSE: SXL)
announced the pricing on August 4, 2005 of 1.5 million common units at a public
offering price of $39.00 per unit. The underwriters have been granted an option
to purchase up to 225,000 additional common units to cover over-allotments, if
any. The Partnership intends to use the net proceeds from this offering,
including any units issued under the over-allotment option, to repay a portion
of the indebtedness incurred under the Partnership's credit facility, to
purchase the crude oil pipeline system and related crude oil facilities located
in Texas, that the Partnership acquired from Mobil Pipe Line Company on August
1, 2005.
Lehman Brothers Inc. was sole book-running manager of the offering.
Citigroup Global Markets Inc., and Stifel, Nicolaus & Company, Incorporated also
served as co-managers of the offering.
When available, the final prospectus related to this offering may be
obtained from Lehman Brothers Inc. c/o ADP Financial Services, Integrated
Distribution Services, 1155 Long Island Avenue, Edgewood, NY 11714, (631)
254-7106.
This news release does not constitute an offer to sell or a solicitation of
an offer to buy the securities described herein, nor shall there be any sale of
these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The offering may be made
only by means of a prospectus and related prospectus supplement.
Sunoco Logistics Partners L.P. (NYSE: SXL), headquartered in Philadelphia,
was formed to acquire, own and operate substantially all of Sunoco, Inc.'s
refined product and crude oil pipelines and terminal facilities. The Eastern
Pipeline System consists of approximately 1,900 miles of primarily refined
product pipelines and interests in four refined products pipelines, consisting
of a 9.4 percent interest in Explorer Pipeline Company, a 31.5 percent interest
in Wolverine Pipe Line Company, a 12.3 percent interest in West Shore Pipe Line
Company and a 14.0 percent interest in Yellowstone Pipe Line Company. The
Terminal Facilities consist of 8.9 million barrels of refined product terminal
capacity and 19.4 million barrels of crude oil terminal capacity (including 12.5
million barrels of capacity at the Texas Gulf Coast Nederland Terminal). The
Western Pipeline System consists of approximately 2,640 miles of crude oil
pipelines, located principally in Oklahoma and Texas and a 43.8 percent interest
in the West Texas Gulf Pipe Line Company. For additional information visit
Sunoco Logistics' web site at www.sunocologistics.com.
NOTE: Those statements made in this release that are not historical facts
are forward-looking statements. Although Sunoco Logistics Partners L.P. (the
"Partnership") believes that the assumptions underlying these statements are
reasonable, investors are cautioned that such forward-looking statements are
inherently uncertain and necessarily involve risks that may affect the
Partnership's business prospects and performance causing actual results to
differ from those discussed in the foregoing release. Such risks and
uncertainties include, by way of example and not of limitation: whether or not
the transactions described in the foregoing news release will be consummated or
cash flow accretive; increased competition; changes in demand for crude oil and
refined products that we store and distribute; changes in operating conditions
and costs; changes in the level of environmental remediation spending; potential
equipment malfunction; potential labor issues; the legislative or regulatory
environment; plant construction/repair delays; nonperformance by major customers
or suppliers; and political and economic conditions, including the impact of
potential terrorist acts and international hostilities. These and other
applicable risks and uncertainties have been described more fully in the
Partnership's June 30, 2005 Form 10-Q filed with the Securities and Exchange
Commission on August 2, 2005. The Partnership undertakes no obligation to update
any forward-looking statements in this release, whether as a result of new
information or future events.
- END -