COMPOSITE CONFORMED COPY INCORPORATING THE FIRST AMENDMENT AND THE SECOND AMENDMENT AND MODIFICATION] SUN COMPANY, INC. REVOLVING CREDIT AGREEMENT Dated as of October 3, 1995, as amended as of March 28, 1997 and further amended and modified as of...Credit Agreement • December 18th, 2001 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • New York
Contract Type FiledDecember 18th, 2001 Company Industry Jurisdiction
OFSunoco Logistics Partners Lp • December 18th, 2001 • Pipe lines (no natural gas) • Pennsylvania
Company FiledDecember 18th, 2001 Industry Jurisdiction
WITNESSETHPurchase and Sale Agreement • May 9th, 2005 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • Texas
Contract Type FiledMay 9th, 2005 Company Industry Jurisdiction
amongCredit Agreement • April 1st, 2002 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • New York
Contract Type FiledApril 1st, 2002 Company Industry Jurisdiction
May 17, 2005 LEHMAN BROTHERS INC. as the Representative of the several Underwriters named in Schedule 1 c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Dear Sirs: Sunoco Logistics Partners L.P., a Delaware limited partnership (the...Sunoco Logistics Partners Lp • May 19th, 2005 • Pipe lines (no natural gas) • New York
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Issuer andIndenture • April 1st, 2002 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • New York
Contract Type FiledApril 1st, 2002 Company Industry Jurisdiction
OFSunoco Logistics Partners Lp • May 15th, 2002 • Pipe lines (no natural gas) • Pennsylvania
Company FiledMay 15th, 2002 Industry Jurisdiction
OFSunoco Logistics Partners Lp • April 1st, 2002 • Pipe lines (no natural gas) • Delaware
Company FiledApril 1st, 2002 Industry Jurisdiction
DRAFT: January 9, 2002 SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. _______% Senior Notes due 2012 PURCHASE AGREEMENT ------------------Purchase Agreement • January 11th, 2002 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • New York
Contract Type FiledJanuary 11th, 2002 Company Industry Jurisdiction
Exhibit 10.12 Form of Crude Oil Sale Agreement This is to confirm a Sale Agreement concluded on ____________, 2002 between Sunoco, Inc. (R&M) ("Buyer") and Sunoco Partners Marketing & Terminals L.P. ("Seller") under the following terms and conditions....Sale Agreement • January 11th, 2002 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas)
Contract Type FiledJanuary 11th, 2002 Company IndustryThis is to confirm a Sale Agreement concluded on ____________, 2002 between Sunoco, Inc. (R&M) ("Buyer") and Sunoco Partners Marketing & Terminals L.P. ("Seller") under the following terms and conditions. In any future correspondence concerning this Agreement, please refer to contract number _____.
THIRD AMENDMENT ---------------Sunoco Logistics Partners Lp • January 11th, 2002 • Pipe lines (no natural gas) • New York
Company FiledJanuary 11th, 2002 Industry Jurisdiction
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUNOCO LOGISTICS PARTNERS L.P.Sunoco Logistics Partners Lp • July 22nd, 2002 • Pipe lines (no natural gas) • Delaware
Company FiledJuly 22nd, 2002 Industry Jurisdiction
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER PARTNERS, L.P.Energy Transfer Partners, L.P. • April 28th, 2017 • Pipe lines (no natural gas) • Delaware
Company FiledApril 28th, 2017 Industry JurisdictionTHIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER PARTNERS, L.P. (known until immediately following the Effective Time as Sunoco Logistics Partners L.P.), dated as of April 28, 2017 and effective as of the Effective Time, is entered into by and among Sunoco Partners LLC, a Pennsylvania limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
OMNIBUS AGREEMENT among SUNOCO, INC. SUNOCO, INC.(R&M)Omnibus Agreement • April 1st, 2002 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas)
Contract Type FiledApril 1st, 2002 Company Industry
PIPELINE LEASESunoco Logistics Partners Lp • December 18th, 2001 • Pipe lines (no natural gas) • Pennsylvania
Company FiledDecember 18th, 2001 Industry Jurisdiction
BETWEENSunoco Logistics Partners Lp • April 1st, 2002 • Pipe lines (no natural gas) • Pennsylvania
Company FiledApril 1st, 2002 Industry Jurisdiction
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of February 8, 2002, is entered into by and among Sunoco, Inc., a Pennsylvania corporation ("Sunoco"); Sun Pipe Line Company of Delaware, a Delaware ------ corporation ("Sun Delaware");...Conveyance and Assumption Agreement • April 1st, 2002 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • Pennsylvania
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EXHIBIT 10.1.2 RESTRICTED UNIT AGREEMENTRestricted Unit Agreement • May 9th, 2005 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas)
Contract Type FiledMay 9th, 2005 Company Industry
CREDIT AGREEMENT Dated as of August 22, 2011 among SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. as the Borrower, SUNOCO LOGISTICS PARTNERS L.P. as the Guarantor CITIBANK, N.A., as Administrative Agent, Swing Line Lender, and as a Lender and L/C Issuer,...Credit Agreement • November 3rd, 2011 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledNovember 3rd, 2011 Company Industry JurisdictionThis CREDIT AGREEMENT (“Agreement”) is entered into as of August 22, 2011, among SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., a Delaware limited partnership (the “Borrower”), SUNOCO LOGISTICS PARTNERS L.P., a Delaware limited partnership (the “MLP”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
EXECUTION COPY REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of February 8, 2002 by and among Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the "Operating...Registration Rights Agreement • April 1st, 2002 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • New York
Contract Type FiledApril 1st, 2002 Company Industry Jurisdiction
CREDIT AGREEMENT Dated as of December 1, 2017 among ENERGY TRANSFER PARTNERS, L.P., as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an LC Issuer, and the Lenders referred to herein, as Lenders,...Credit Agreement • December 6th, 2017 • Energy Transfer Partners, L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledDecember 6th, 2017 Company Industry JurisdictionThis CREDIT AGREEMENT (“Agreement”) is entered into as of December 1, 2017, among ENERGY TRANSFER PARTNERS, L.P., a Delaware limited partnership, as borrower (the “Borrower”), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
364-DAY REVOLVING CREDIT AGREEMENT Dated as of August 14, 2012 among SUNOCO PARTNERS MARKETING & TERMINALS L.P. as the Borrower, SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. and SUNOCO LOGISTICS PARTNERS L.P. as the Guarantors CITIBANK, N.A., as...Credit Agreement • November 8th, 2012 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledNovember 8th, 2012 Company Industry JurisdictionThis CREDIT AGREEMENT (“Agreement”) is entered into as of August 14, 2012, among SUNOCO PARTNERS MARKETING & TERMINALS L.P., a Texas limited partnership (the “Borrower”), SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., a Delaware limited partnership (the “SXL Operations”), SUNOCO LOGISTICS PARTNERS L.P., a Delaware limited partnership (the “MLP”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and CITIBANK, N.A., as Administrative Agent.
ENERGY TRANSFER PARTNERS, L.P. 54,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2017 • Energy Transfer Partners, L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledAugust 18th, 2017 Company Industry Jurisdiction
SUNOCO LOGISTICS PARTNERS L.P. Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to EQUITY DISTRIBUTION AGREEMENTSunoco Logistics Partners L.P. • November 6th, 2014 • Pipe lines (no natural gas)
Company FiledNovember 6th, 2014 IndustrySunoco Logistics Partners L.P., a Delaware limited partnership (the “Partnership”), confirms its agreement (this “Agreement”) with RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Jefferies LLC, J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc., Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc., UBS Securities LLC and Wells Fargo Securities, LLC (each a “Manager” and collectively, the “Managers”), as follows:
RECITALS:Storage and Throughput Agreement • April 1st, 2002 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas)
Contract Type FiledApril 1st, 2002 Company Industry
SUNOCO LOGISTICS PARTNERS L.P. 1,750,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2010 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledAugust 25th, 2010 Company Industry Jurisdiction
Exhibit 10.7 TREASURY SERVICES AGREEMENT This Treasury Services Agreement (the "Agreement") is made as of this 8th day of February 2002, by and among SUNOCO, INC., a Pennsylvania corporation ("Sunoco"), SUNOCO LOGISTICS PARTNERS L.P., a Delaware...Treasury Services Agreement • April 1st, 2002 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • Pennsylvania
Contract Type FiledApril 1st, 2002 Company Industry Jurisdiction
SUNOCO LOGISTICS PARTNERS L.P. Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • December 4th, 2015 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas)
Contract Type FiledDecember 4th, 2015 Company IndustrySunoco Logistics Partners L.P., a Delaware limited partnership (the “Partnership”), confirms its agreement (this “Agreement”) with Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner &
COMMON UNIT REDEMPTION AGREEMENTCommon Unit Redemption Agreement • March 1st, 2006 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • Delaware
Contract Type FiledMarch 1st, 2006 Company Industry JurisdictionThis COMMON UNIT REDEMPTION AGREEMENT (this “Agreement”), is made and entered into as of May 17, 2005, by and between Sunoco Logistics Partners L.P., a Delaware limited partnership (the “Partnership”) and Sunoco Partners LLC, a Pennsylvania limited liability company (the “Holder”).
SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. $550,000,000 3.90% Senior Notes due 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • July 12th, 2016 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas) • New York
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MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 9th, 2016 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas) • Texas
Contract Type FiledNovember 9th, 2016 Company Industry JurisdictionThis Membership Interest Purchase Agreement (this “Agreement”), dated as of August 2, 2016 (the “Execution Date”), is entered into by and between Bakken Holdings Company LLC, a Delaware limited liability company (“Seller”), and MarEn Bakken Company LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are sometimes referred to collectively herein as the “Parties” and each individually a “Party.”
EXHIBIT 3.1 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPManagement And • August 5th, 2004 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • Delaware
Contract Type FiledAugust 5th, 2004 Company Industry Jurisdiction
GUARANTYGuaranty • December 6th, 2017 • Energy Transfer Partners, L.P. • Pipe lines (no natural gas) • New York
Contract Type FiledDecember 6th, 2017 Company Industry JurisdictionTHIS GUARANTY dated as of December 1, 2017 (this “Guaranty”) executed and delivered by SUNOCO LOGISTICS PARTNERS OPERATIONS, L.P. (“SXL”), a Delaware limited partnership and each other Subsidiary from time to time party hereto (“Additional Guarantor” and, together with SXL, each a “Guarantor” and collectively, the “Guarantors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain 364-Day Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement), by and among ENERGY TRANSFER PARTNERS, L.P. (the “Borrower”; and together with the Guarantors, each a “Credit Party” and collectively, the “Credit Parties”), the financial institutions party thereto and their assignees under Section 10.06 the
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SUNOCO PARTNERS LLC A Pennsylvania Limited Liability Company Dated as of October 31, 2013Limited Liability Company Agreement • November 1st, 2013 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas) • Pennsylvania
Contract Type FiledNovember 1st, 2013 Company Industry JurisdictionThis FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SUNOCO PARTNERS LLC (the “Company”), dated as of October 31, 2013, is adopted, executed and agreed to by Energy Transfer Partners, L.P., a Delaware limited partnership (“ETP”) and ETE Common Holdings, LLC, a Delaware limited liability company (“ETE Holdings”), as the Members (as defined herein) of the Company.
AGREEMENT AND PLAN OF MERGER Dated as of August 1, 2018 by and among LE GP, LLC, ENERGY TRANSFER EQUITY, L.P., STREAMLINE MERGER SUB, LLC, ENERGY TRANSFER PARTNERS, L.L.C. and ENERGY TRANSFER PARTNERS, L.P.Agreement and Plan of Merger • August 3rd, 2018 • Energy Transfer Partners, L.P. • Pipe lines (no natural gas) • Delaware
Contract Type FiledAugust 3rd, 2018 Company Industry JurisdictionThis AGREEMENT AND PLAN OF MERGER, dated as of August 1, 2018 (this “Agreement”), is by and among LE GP, LLC, a Delaware limited liability company and the general partner of ETE (“ETE GP”), Energy Transfer Equity, L.P., a Delaware limited partnership (“ETE”), Streamline Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of ETE (“Merger Sub”), Energy Transfer Partners, L.P., a Delaware limited partnership (“ETP”), and Energy Transfer Partners, L.L.C., a Delaware limited liability company and the general partner of ETP GP (as defined herein) (“ETP Managing GP”).