11,748,591 Shares SUN COMPANY, INC. Depositary Shares Each Representing One- Half of a Share of Series A Cumulative Preference Stock (No Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 1996 • Sun Co Inc • Petroleum refining • New York
R E C I T A L S ---------------Rights Agreement • August 8th, 2001 • Sunoco Inc • Petroleum refining • Pennsylvania
1 EXHIBIT 10.1 TERMINATION AGREEMENT AND GENERAL RELEASE AND WAIVER --------------------------Termination Agreement • May 8th, 1997 • Sun Co Inc • Petroleum refining • Pennsylvania
SUNOCO, INC.Guarantee Agreement • July 6th, 2000 • Sunoco Inc • Petroleum refining • New York
EXHIBIT 10.15 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT ("Agreement") is made as of this ______ day of _______________, 19___, by and between Sun Company, Inc., a Pennsylvania corporation (the "Company") and...Indemnification Agreement • March 7th, 1996 • Sun Co Inc • Petroleum refining • Pennsylvania
Sunoco, Inc. Debt Securities Preference Stock Common Stock WarrantsUnderwriting Agreement • July 6th, 2000 • Sunoco Inc • Petroleum refining • New York
Exhibit 99 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of February 1, 1996 and is entered into by and between Sun Company, Inc., a Pennsylvania corporation (the "Company"), and The Glenmede Trust...Registration Rights Agreement • March 7th, 1996 • Sun Co Inc • Petroleum refining • Pennsylvania
DECLARATION OF TRUST OF SUNOCO CAPITAL IIDeclaration of Trust • July 6th, 2000 • Sunoco Inc • Petroleum refining
ToIndenture • July 6th, 2000 • Sunoco Inc • Petroleum refining • New York
BETWEENStock Purchase Agreement • January 16th, 2001 • Sunoco Inc • Petroleum refining • Pennsylvania
EXHIBIT 4.6 FOURTH AMENDMENT TO RIGHTS AGREEMENT FOURTH AMENDMENT (this "Fourth Amendment to Rights Agreement"), dated as of September 6, 2001 to the Rights Agreement between Sun Company, Inc. and First Chicago Trust Company of New York, as Rights...Rights Agreement • October 5th, 2001 • Sunoco Inc • Petroleum refining • Pennsylvania
CERTIFICATE OF AMENDMENT ------------------------Rights Agreement • February 7th, 2000 • Sunoco Inc • Petroleum refining
Pursuant to Section 27 of the Rights Agreement between Sun Company, Inc. (the "Company") and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"), dated as of February 1, 1996, and last amended as of July 3, 1997 (the "Rights Agreement"), Sunoco, Inc., the successor by name change to the Company HEREBY CERTIFIES THAT:
CONFORMED COPY -------------- RIGHTS AGREEMENTRights Agreement • February 2nd, 1996 • Sun Co Inc • Petroleum refining • New York
Exhibit 10.11 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT ("Agreement") is made as of this 6th day of September, 2001, by and between Sunoco, Inc., a Pennsylvania corporation (the "Company") and _____________________________...Indemnification Agreement • December 21st, 2001 • Sunoco Inc • Petroleum refining • Pennsylvania
EXHIBIT 4.4 SECOND AMENDMENT TO RIGHTS AGREEMENT SECOND AMENDMENT, dated as of February 3, 2000 to the Rights Agreement between Sun Company, Inc. and First Chicago Trust Company of New York, as Rights Agent dated as of February 1, 1996, and last...Rights Agreement • February 7th, 2000 • Sunoco Inc • Petroleum refining
EXHIBIT INDEX Exhibit Number Exhibit ------- ----------------------------------------- 10.1 Termination Agreement and General Release and Waiver between John G. Driscoll and Sun Company, Inc. 11 Statements re Sun Company, Inc. and Subsidiaries...Termination Agreement • May 8th, 1997 • Sun Co Inc • Petroleum refining
AMENDED SCHEDULE TO INDEMNIFICATION AGREEMENTIndemnification Agreement • August 8th, 2001 • Sunoco Inc • Petroleum refining
364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of July 22, 2002 among SUNOCO, INC.364-Day Competitive Advance and Revolving Credit Facility Agreement • August 7th, 2002 • Sunoco Inc • Petroleum refining • New York
Month, Year] Award COMMON STOCK UNIT AGREEMENT under the SUNOCO, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN IICommon Stock Unit Agreement • February 25th, 2009 • Sunoco Inc • Petroleum refining • Pennsylvania
This Common Stock Unit Agreement (the “Agreement”), entered into as of (the “Agreement Date”), by and between Sunoco, Inc. (“Sunoco”) and , an employee of Sunoco or one of its Affiliates (the “Participant”);
1 Exhibit 10.13 SUN COMPANY, INC. DEFERRED COMPENSATION AND BENEFITS TRUST TRUST AGREEMENT (the "Trust"), dated February 1, 1996, by and between Sun Company, Inc., a Pennsylvania corporation (the "Company"), Mellon Bank, N.A. (the "Trustee") and...Trust Agreement • March 7th, 1997 • Sun Co Inc • Petroleum refining
SECOND AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • August 7th, 2008 • Sunoco Inc • Petroleum refining • Pennsylvania
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of this ___ day of _________, 200_, by and between Sunoco, Inc., a Pennsylvania corporation (the “Company”) and _____________________________ (“Indemnitee”).
TRUST UNDER SUN COMPANY, INC. DIRECTORS' DEFERRED COMPENSATION PLANTrust Agreement • March 7th, 1997 • Sun Co Inc • Petroleum refining
11,600,000 Shares SunCoke Energy, Inc. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2011 • Sunoco Inc • Petroleum refining • New York
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN SUNOCO, INC. AND SUNCOKE ENERGY, INC. DATED AS OF JULY 18, 2011Separation and Distribution Agreement • July 22nd, 2011 • Sunoco Inc • Petroleum refining • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of , 2011 (this “Agreement”), is by and between Sunoco, Inc., a Pennsylvania corporation (“Sunoco”), and SunCoke Energy, Inc., a Delaware corporation (“SunCoke”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
28 EXHIBIT 10 AMENDED SCHEDULE TO INDEMNIFICATION AGREEMENT The Indemnification Agreements between Sunoco, Inc. and the directors and executive officers named below are identical in all material respects. Officer Date of Agreement -------...Indemnification Agreement • August 9th, 2000 • Sunoco Inc • Petroleum refining
Exhibit 10-13 Schedule to the Form of Indemnification Agreement The Indemnification Agreements between Sunoco, Inc. and the directors and executive officers named below are identical in all material respects.Indemnification Agreement • March 7th, 2002 • Sunoco Inc • Petroleum refining
The Indemnification Agreements between Sunoco, Inc. and the directors and executive officers named below are identical in all material respects.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 21st, 2012 • Sunoco Inc • Petroleum refining • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of June 15, 2012, to Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 29, 2012, is by and among Energy Transfer Partners, L.P., a Delaware limited partnership (“ETP”), Energy Transfer Partners GP, L.P., a Delaware limited partnership and general partner of ETP (“Parent”), Sam Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of ETP (“Merger Sub”), Sunoco, Inc., a Pennsylvania corporation (the “Company”) and, solely as applicable pursuant to Section 8.11 of the Merger Agreement, Energy Transfer Equity, L.P., a Delaware limited partnership (“ETE”).
AMENDMENT AND RESTATEMENT AGREEMENT dated as of July 25, 2007, in respect of the AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, the “Credit...Five-Year Competitive Advance and Revolving Credit Facility Agreement • August 2nd, 2007 • Sunoco Inc • Petroleum refining • New York
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of June 30, 2006, among SUNOCO, INC.; the LENDERS party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent; BANK OF AMERICA, N.A., as Syndication Agent; and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents.
Month, Year] Award STOCK OPTION AGREEMENT Under the SUNOCO, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN IIStock Option Agreement • February 25th, 2009 • Sunoco Inc • Petroleum refining • Pennsylvania
This Stock Option Agreement (the “Agreement”) entered into as of (the “Agreement Date”), by and between Sunoco, Inc. (“Sunoco”) and , who is an employee of Sunoco or one of its Affiliates (the “Participant”);
Dennis Zeleny Senior Vice President and Chief Human Resources Officer Sunoco, Inc. Philadelphia PA 19103-7583 Fax 215 977 3131 dzeleny@sunocoinc.comCompensation Arrangement • November 4th, 2010 • Sunoco Inc • Petroleum refining • Pennsylvania
This letter agreement (“Letter Agreement”) serves to set forth the terms of the compensation arrangement between Sunoco, Inc. and you in connection with Sunoco’s separation of SunCoke Energy, either by means of a spin-off transaction, including an initial public offering, (following which SunCoke would be an independent publicly-traded company) (“Spin-Off”) or by means of a sale transaction (following which SunCoke would be owned by an entity other than Sunoco) (“Sale”). For purposes of this Letter Agreement, the term Transaction refers to the Spin-Off or Sale, as applicable. This letter agreement is subject to final approval by the Compensation Committee of Sunoco, Inc.
Month, Year] Award COMMON STOCK UNIT AGREEMENT under the SUNOCO, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN IICommon Stock Unit Agreement • August 7th, 2008 • Sunoco Inc • Petroleum refining • Pennsylvania
This Common Stock Unit Agreement (the “Agreement”), entered into as of (the “Agreement Date”), by and between Sunoco, Inc. (“Sunoco”) and , an employee of the Sunoco or one of its Affiliates (the “Participant”);
Month, Year] Award STOCK OPTION AND LIMITED RIGHTS AGREEMENT Under the SUNOCO, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN IIStock Option and Limited Rights Agreement • February 26th, 2007 • Sunoco Inc • Petroleum refining • Pennsylvania
This Stock Option and Limited Rights Agreement (the “Agreement”) entered into as of (the “Agreement Date”), by and between Sunoco, Inc. (“Sunoco”) and , who is an employee of Sunoco or one of its Affiliates (the “Participant”);
AGREEMENT AND PLAN OF MERGER by and among ENERGY TRANSFER PARTNERS, L.P., ENERGY TRANSFER PARTNERS GP, L.P., SUNOCO, INC., SAM ACQUISITION CORPORATION, and, solely for purposes of Section 5.2(b)(iv)(E) and Article VIII, ENERGY TRANSFER EQUITY, L.P....Merger Agreement • April 30th, 2012 • Sunoco Inc • Petroleum refining • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 29, 2012, is by and among Energy Transfer Partners, L.P., a Delaware limited partnership (“ETP”), Energy Transfer Partners GP, L.P., a Delaware limited partnership and general partner of ETP (“Parent” and together with ETP, the “ETP Parties”), Sam Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of ETP (“Merger Sub”), Sunoco, Inc., a Pennsylvania corporation (the “Company”), and, solely for purposes of Section 5.2(b)(iv)(E) and Article VIII, Energy Transfer Equity, L.P., a Delaware limited partnership (“ETE”).
DEFERRED COMPENSATION AND BENEFITS TRUST AGREEMENT By and Among SUNOCO, INC. BANKERS TRUST COMPANY and TOWERS, PERRIN, FORSTER & CROSBY, INC. Dated as of January 11, 1999 and Amended and Restated as of September 6, 2001Deferred Compensation and Benefits Trust Agreement • December 21st, 2001 • Sunoco Inc • Petroleum refining • New York
DIRECTORS' DEFERRED COMPENSATION AND BENEFITS TRUST AGREEMENT By and Among SUNOCO, INC.Directors' Deferred Compensation and Benefits Trust Agreement • December 21st, 2001 • Sunoco Inc • Petroleum refining • New York
