Exhibit 10.13
Treasury Services Agreement
This Treasury Services Agreement (the "Agreement") is made as of this
_________ day of __________________________, by and between Sunoco, Inc., a
Pennsylvania corporation ("Sunoco"), and Sunoco Logistics Partners L.P.,
a Delaware limited partnership (the "Partnership").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, Sunoco, through one or more of its subsidiaries, owns the
Partnership's general partner, holds a majority percentage of the
Partnership's limited partner interests, and controls the Partnership
through such ownership; and
WHEREAS, the Partnership desires to engage Sunoco to perform certain
financial, administrative, and management services for the Partnership, and
Sunoco is willing to perform such services, in accordance with the terms
and conditions in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and upon the terms and conditions hereinafter set forth, the
parties hereby, intending to be legally bound, agree as follows:
ARTICLE I
Services
1.1. Specified Services. Sunoco will perform for the Partnership, the
treasury services described in Schedule 1.1 attached hereto and incorporated
herein by reference, with such deletions, additions or modifications as the
parties may from time to time agree upon (the "Treasury Services"). Sunoco makes
no representations or warranties of any kind, express or implied, with respect
to the Treasury Services to be provided hereunder, except that the Treasury
Services shall be provided in a reasonably timely manner by personnel that
Sunoco deems to be competent and qualified to perform such services.
1.2. Additional Services. Subject to Subsection 2.1(b) hereof, Sunoco also
may perform such related additional services as the Partnership may request from
time to time, as more particularly described in Schedule 1.2 attached hereto and
incorporated herein by reference, with such deletions, additions or
modifications as the parties may from time to time agree upon (the "Additional
Services").
ARTICLE II
Charges and Payment
2.1 Fees and Charges.
(a) The Partnership promptly shall:
(i) reimburse Sunoco for all reasonable out-of-pocket expenses
(other than those associated with Sunoco's normal overhead), which are
incurred by Sunoco
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in connection with the performance of the Treasury Services and the
Additional Services, if any (reimbursable expenses being deemed to
include, without limitation, the cost of meals, lodging, travel,
entertainment, equipment purchases, external consultants, long distance
telephone calls, duplicating costs, and charges of suppliers of special
products and services); and
(ii) pay to Sunoco an amount equal to any and all sales, use or
other taxes (excluding income taxes) applicable to the Treasury
Services or Additional Services performed hereunder.
(b) For any Additional Services performed hereunder, the Partnership
shall pay to Sunoco such fee or fees as from time to time may be agreed
upon between the Partnership and Sunoco. Sunoco shall not be required to
perform any particular Additional Services unless the fee payable for such
services shall have been agreed upon in writing, in advance, by the
Partnership and Sunoco.
(c) Sunoco shall invoice the Partnership for all fees, expenses, and
taxes which become payable by the Partnership pursuant to this Section 2.1.
Payment of the amount reflected on each such invoice shall be paid by the
Partnership to Sunoco, without any discount, within fifteen (15) days after
the Partnership's receipt of the invoice.
ARTICLE III
Miscellaneous
3.1 Term, Renewal, and Termination. The term of this Agreement shall
commence as of the date hereof and shall continue until the close of business on
December 31, 2004, unless renewed or sooner terminated pursuant to this Section.
The original term of this Agreement automatically shall be renewed for
successive terms of one (1) full calendar year each unless written notice of
election not to renew is given by either party to the other at least thirty (30)
days prior to the expiration of the original or then current term hereof. The
obligations of any party under this Agreement may be terminated by such party
upon thirty (30) days written notice to the other party. Such termination shall
not relieve a terminating party of its obligations up to and including the date
of termination.
3.2 Ownership and Inspection. As between the Partnership and Sunoco, all
the Partnership's funds, or portfolio securities, and all books and records of
account, checkbooks, bank and brokerage statements, accounting, financial and
other records, financial statements, reports, and other documents maintained,
received, or prepared for the Partnership pursuant to this Agreement at all
times shall constitute the sole and exclusive property of the Partnership and
shall not be subject to any lien, emcumbrance, or security interest of Sunoco.
While in the possession or custody, or under the control, of Sunoco, all of the
foregoing at all times shall be available to the Partnership, and its officers,
attorneys, accountants, and other representatives, for inspection, copying, or
other purposes and, if so requested by the Partnership, promptly shall be
delivered to the Partnership, temporarily or permanently.
3.3 No Consequential Damages. In no event shall a party hereto be liable to
any other party hereto for any consequential damages arising from, in connection
with, or relating to, any matter provided for in this Agreement.
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3.4 Severability. If any provision of this Agreement is prohibited by or
held to be invalid under applicable law, such provision will be ineffective to
the extent of such prohibition or invalidity, without invalidating the remaining
provisions of this Agreement. If necessary to effect the intent of the parties
hereto, the parties shall negotiate in good faith to amend this Agreement to
replace the unenforceable language with enforceable language that as closely as
possible reflects such intent.
3.5 Notices. All notices, consents, request, demands and other
communications hereunder shall be in writing and shall be deemed given and
effective five (5) business days after being mailed first class, certified or
registered mail, postage prepaid, return receipt requested, addressed as set
forth below, or two (2) business days after being sent by overnight courier,
telex or telecopy (by a machine that indicates the telex or telecopy number of
the machine to which such communication is sent and the receipt by such machine
of such communication) or by personal delivery to the address or telecopy number
set forth below:
If to Sunoco:
SUNOCO, INC.
0000 Xxxxxx Xxxxxx - 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxxxxxx
Treasurer
000-000-0000 FAX
000-000-0000 Confirm
If to the Partnership:
SUNOCO LOGISTICS PARTNERS L.P.
0000 Xxxxxx Xxxxxx - 27th Floor
Attention: Xxxxxxx X. Xxxxx
President and Chief Executive Officer
Sunoco Partners LLC
000-000-0000 FAX
000-000-0000 Confirm
or, in each case, at such other address or to such other Person as may be
specified in writing by a party to whom notices are to be sent.
3.6 No Agency. In connection with the parties' performance of services
hereunder, the relationship of the parties shall be solely that of independent
contractors. No party is the agent of the other. This Agreement does not create,
and shall not be construed as creating, a partnership or joint venture between
the parties hereto. Nothing in this Agreement shall authorize or be construed as
authorizing Sunoco to enter into contracts or agreements on behalf of the
Partnership or to incur any obligations or create any liabilities which are
binding on the Partnership; provided, however, that Sunoco shall act as an agent
for the Partnership when performing such Additional Services as to which Sunoco
may be authorized in writing by the Partnership to act as agent for the
Partnership.
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3.7 Modification or Waiver. This Agreement may be modified at any time, but
only by written instrument executed by the parties hereto and expressly stating
it is an amendment to this Agreement. Any of the terms, covenants and conditions
of this Agreement may be waived at any time by the party entitled to the benefit
of such term, covenant or condition; provided, however, that such waiver must be
in writing and executed by the party against whom such waiver is asserted. No
course of dealing will be deemed effective to modify, amend or discharge any
part of this Agreement.
3.8 Force Majeure. If either party to this Agreement is rendered unable by
force majeure to carry out its obligations under this Agreement, other than the
Partnership's obligation to make payments to Sunoco provided for herein, that
party shall give the other party prompt written notice of the force majeure with
reasonably full particulars concerning it. Thereupon, the obligations of the
party giving the notice, so far as they are affected by the force majeure, shall
be suspended during, but no longer than the continuance of, the force majeure.
The affected party shall use all reasonable diligence to remove or remedy the
force majeure situation as quickly as practicable. The requirement that any
force majeure situation be removed or remedied with all reasonable diligence
shall not require the settlement of strikes, lockouts or other labor difficulty
by the party involved, contrary to its wishes. Rather, all such difficulties may
be handled entirely within the discretion of the party concerned. The term
"force majeure" means any one or more of:
(a) an act of God;
(b) a strike, lockout, labor difficulty or other industrial disturbance;
(c) an act of a public enemy, war, blockade, insurrection or public riot;
(d) lightning, fire, storm, flood or explosion;
(e) governmental action,
delay, restraint or inaction;
(f) judicial order or injunction;
(g) material shortage or unavailability of equipment; or
(h) any other cause or event, whether of the kind specifically enumerated
above or otherwise, which is not reasonably within the control of the
party claiming suspension.
3.9 Headings, Etc. The division of this Agreement into Articles and
Sections and the insertion of headings are for convenience of reference only and
shall not affect the construction or interpretation of this Agreement. The terms
"this Agreement", "hereof", "hereunder" and similar expressions refer to this
Treasury Services Agreement and not to any particular Section or other portion
hereof and include any agreement supplemental hereto. Unless something in the
subject matter or context is inconsistent therewith, references herein to
Articles and Sections are to Articles and Sections of this Agreement.
3.10 Number and Gender. Words importing the singular number shall include
the plural and vice versa, words importing the masculine gender shall include
the feminine and neuter genders and vice versa, and words importing persons
shall include individuals, partnerships, associations, trusts, unincorporated
organizations and corporations and vice versa.
3.11 Third Party Rights. This Agreement shall not provide any third parties
with any remedy, claim, liability, reimbursement, cause of action or other right
in excess of those existing without reference to this Agreement.
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3.12 Subsidiaries. The parties hereto acknowledge that they may conduct
their business operations through Subsidiaries and agree that they will cause
their respective direct and indirect Subsidiaries to abide by the terms of this
Agreement as if they were parties hereto to the extent necessary to carry out
the purposes of this Agreement. Further, each party shall be entitled to cause
its obligations hereunder to be satisfied, and to cause its benefits hereunder
to be received, by its Subsidiaries.
3.13 Cooperation. Each party shall from time to time, and at all times, do
such further acts and execute and deliver all such further deeds and documents
as shall be reasonably requested by the other party in order to fully perform
and carry out the terms of this Agreement.
3.14 Governing Law. THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT
OF LAW) OF THE COMMONWEALTH OF PENNSYLVANIA.
3.15 Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
and their respective permitted successors and assigns, but neither this
Agreement nor any of the rights, interest or obligations hereunder may be
assigned by the Partnership without the prior written consent of Sunoco.
3.16 Essence of Time. Time is of the essence of this Agreement.
3.17 Counterparts. This Agreement may be executed in several counterparts,
no one of which needs to be executed by both of the parties. Each counterpart,
including a facsimile transmission of this Agreement, shall be deemed to be an
original and shall have the same force and effect as an original. All
counterparts together shall constitute but one and the same instrument.
3.18 Entire Agreement. This Agreement embodies the entire agreement and
understanding and supersedes all prior agreements, understandings, undertakings,
declarations, commitments and representations, verbal or oral, of the parties
with respect to the specific matters contemplated hereby.
[COUNTERPART SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered on their behalf on the date first above written.
SUNOCO, INC.
By: _________________________________
Name:________________________________
Title:_______________________________
SUNOCO LOGISTICS PARTNERS L.P.
By its General Partner:
SUNOCO PARTNERS LLC
By: _____________________________
Name: ____________________________
Title:____________________________
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Schedule 1.1
to
Treasury Services Agreement
TREASURY SERVICES
-----------------
(a) Use of Sunoco's centralized consolidated cash management and financial
systems for accounts payable, accounts receivable and payroll
processing, tax filing and payment, and pension and benefit plan
monitoring and administration. The Partnership will participate in
Sunoco's centralized each management program, whereby all of the
Partnership's cash receipts and cash disbursements will be processed
(together with those of Sunoco and its other subsidiaries) through
Sunoco's cash accounts with a corresponding credit or charge to an
inter-company account. Interest will be applied daily to the net
inter-company balance.
The Partnership's net receivable balances will earn interest at a
rate equal to the average rate paid to the Partnership for its money
market funds invested. If the Partnership does not have funds invested
in money market accounts, the rate will be the average rate paid by
Nations Cash Reserves money market fund (or any successor entity
thereto) for the same period.
The Partnership's net payable balances will pay interest at a rate
equal to the interest rate for Eurodollar loans, as provided in under
that certain $150,000,000 Revolving Credit Facility for Sunoco
Logistics Operations L.P., with Bank of America as Administrative Agent
(the "Senior Credit Facility"), or applicable replacement facility, as
the same may be amended from time to time.
The Partnership will settle any outstanding inter-company balance
on a periodic basis, but not less frequently than at the end of each
month. Funds from any net receivable balance from Sunoco will be
applied by the Partnership to repay any amount then outstanding under
the Senior Credit Facility, or (if no such amounts are outstanding) may
be transferred by the Partnership to a third-party money market
account. A net payable balance to Sunoco, Inc. may be repaid by the
Partnership with funds drawn from the Senior Credit Facility or with
Partnership surplus funds, including funds in a Partnership money
market account.
(b) Short-term funds management, investment and borrowing by Sunoco on
behalf of the Partnership. Sunoco, on behalf of the Partnership, will
make short-term investments of surplus funds in one or more third party
money market accounts. Any short-term borrowings will be executed from
the Senior Credit Facility on behalf of the Partnership.
(c) Administration and servicing by Sunoco of Partnership debt obligations.
On behalf of the Partnership, Sunoco will administer the compliance
certificates for the Senior Credit Facility and for the Partnership's
long-term debt issuances, according to applicable covenant
requirements.
(d) Participate with the Partnership in arranging financial transactions,
and interface with external credit rating agencies.
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(e) Advice from Sunoco on corporate finance and cash management issues. As
requested by the Partnership, Sunoco may provide advice, from time to
time, on the following matters:
. Banking arrangements (compensation, operating lines of credit,
letters of credit, etc.), existing public and private debt, and
the structure and arrangement of new debt and equity financing as
required.
. Credit risk analysis and management, including counter-party
credit risk management
. Pension and benefit plan monitoring and administration
. Interest rate hedging
. Project financing
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Schedule 1.2
to
Treasury Services Agreement
ADDITIONAL SERVICES
-------------------
None.
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