Exhibit 10.8
Form of
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Inter-Refinery Pipeline Lease
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Table Of Contents
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1. DESCRIPTION
2. TERM
3. RENT
4. OPERATIONS AND MAINTENANCE
4.1 Restricted Use
4.2 Operations
4.3 Maintenance
4.4 Right of Way
4.5 Taxes
4.6 Relocations
4.7 Non-Routine Maintenance Expense and Capital Budgets
4.8 Measurement
4.9 Expansion and Capital Projects
5. INSURANCE
6. COMPLIANCE WITH LAW
7. OPERATING COMMITTEE
8. NO WARRANTY, LIMITATION OF LIABILITY
9. INDEMNIFICATION
10. LIENS
11. CONDEMNATION
12. DEFAULT, TERMINATION, REMEDIES
13. NOTICES
14. MISCELLANEOUS PROVISIONS
14.1 Governing Law
14.2 Assignment
14.3 Modifications
14.4 Enforceability
14.5 Captions
14.6 Counterparts
14.7 Waiver
14.8 Quiet Enjoyment
14.9 Dispute Resolution
15. EXHIBIT A
16. EXHIBIT B
PIPELINE LEASE
This Lease, is made this _____ day of _________ 2002 by and between
Sunoco Pipeline L.P. whose address is 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000
("LESSOR"), and Sunoco, Inc.(R&M) whose address is 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxxxx, XX 00000 ("LESSEE")
WHEREAS, LESSOR owns three (3) pipelines between LESSEE'S Philadelphia
and Marcus Hook Refineries as well as one (1) pipeline between LESSOR'S
Paulsboro, NJ Terminal and the Philadelphia International Airport, and
WHEREAS, LESSEE desires to lease all of the aforementioned pipelines,
and
WHEREAS, LESSOR is willing to grant this Lease to LESSEE under the
terms and conditions of this Lease,
NOW, THEREFORE in consideration of the mutual promises and covenants
contained herein, LESSOR and LESSEE agree, with the intent to be legally bound,
to the following terms and conditions.
1. DESCRIPTION
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LESSOR hereby leases, lets and demises unto LESSEE the following
assets: a) three (3) bi-directional 18 mile pipelines between LESSEE'S
Philadelphia and Marcus Hook Refineries and b) one (1) pipeline between
LESSOR'S Paulsboro, NJ Terminal (the "Paulsboro Terminal") and the
Philadelphia International Airport, including the delivery facilities
into the Paulsboro Terminal and the Philadelphia International Airport,
all of which are more specifically described in Exhibit A, which is
attached hereto and made a part hereof and which are hereinafter
referred to collectively as the "Leased Assets".
2. TERM
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The term of this Lease shall commence on the __ day of ____ 2002 and
shall continue for a period of twenty (20) years thereafter.
3. RENT
----
During the first calendar year of the term, LESSEE agrees to pay LESSOR
an initial annual rent of
five-million-eighty-three-thousand-five-hundred dollars ($5,083,500.00)
to lease the Leased Assets. LESSEE agrees to pay the annual rent on a
monthly basis, making payments during the first calendar year of the
term of this Lease of
four-hundred-twenty-three-thousand-six-hundred-twenty-five dollars
($423,625.00) by electronic transfer to an account designated by LESSOR
by the tenth of each calendar month. Effective January 1st for each
succeeding calendar year of the term thereafter, the annual rent will
be increased by 1.67% on a cumulative basis to be paid in equal
monthly
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installments by electronic transfer to an account designated by LESSOR
by the tenth of each calendar month. An illustration of depicting
future lease payments is attached hereto as Exhibit B and made a part
hereof.
4. OPERATIONS AND MAINTENANCE
--------------------------
4.1 Restricted Use
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The Leased Assets may only be used as a private pipeline
system for the sole transportation of jet fuel, liquefied
petroleum gases, gasoline, distillates, blending components,
and intermediate feed stocks. LESSEE is prohibited from making
any connections of the Leased Assets to any third-party
facilities. Any other use of the Leased Assets is strictly
prohibited without the prior express written permission of
LESSOR.
4.2 Operations
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Except with respect to the Paulsboro Terminal to Philadelphia
International Airport pipeline, LESSEE shall, at its sole cost
and expense, operate the Leased Assets in transportation
service. The Leased Assets shall be operated in a good and
workmanlike manner in accordance with usual and customary
industry practices and all applicable engineering and safety
requirements, and in compliance with all applicable laws,
rules and regulations, including, without limitation, the U.S.
Department of Transportation Pipeline Safety Regulations.
LESSOR shall assume no obligation whatsoever in connection
with the LESSEE'S operation of the Leased Assets. LESSOR shall
not be required to furnish workers, equipment, or materials in
connection with LESSEE'S use or operation of the Leased
Assets.
With respect to the Paulsboro Terminal to Philadelphia
International Airport pipeline, LESSOR shall, at its sole cost
and expense, operate this pipeline in transportation service
as directed by LESSEE. This pipeline shall be operated in a
good and workmanlike manner in accordance with the usual and
customary industry practices and all applicable engineering
and safety requirements, and in compliance with all applicable
laws, rules and regulations, including, without limitation,
the U.S. Department of Transportation Pipeline Safety
Regulations. LESSEE shall not be required to furnish workers,
equipment or materials in connection with LESSOR'S operation
of this pipeline as directed by LESSEE.
4.3 Maintenance
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LESSOR shall maintain the Leased Assets in accordance with the
usual and customary industry practices and all applicable
engineering and safety requirements and in compliance with all
applicable laws, rules and regulations,
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including, without limitation, the U.S. Department of
Transportation Pipeline Safety Regulations. LESSOR shall, at
its sole cost and expense, perform the following routine
maintenance activities on the Leased Assets: line marking, DOT
valve and river crossing inspections, main line valve
maintenance, right of way surveillance and patrols, painting
above-ground facilities, one calls and cathodic protection.
LESSOR will also perform all other required maintenance on the
Leased Assets ("Non-Routine Maintenance") to include, without
limitation, smart pigging, hydrostatic testing, and pipeline
repairs, right-of-way clearing and mowing, leak response and
environmental cleanup. LESSEE shall reimburse LESSOR for all
of its actual costs associated with the performance of any
Non-Routine Maintenance activities within ten (10) days from
the date of LESSEE'S receipt of written request therefore from
LESSOR.
4.4 Right of Way
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LESSOR expressly reserves unto itself, its successors, and
assigns the rights-of-way, easements, licenses, and permits
through the lands where the Leased Assets are located; and
LESSOR shall have access to such rights-of-way or easements
for any purpose deemed necessary by LESSOR, in LESSOR'S sole
discretion, provided that such use by LESSOR does not
unreasonably interfere with LESSEE'S use of the Leased Assets.
4.5 Taxes
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LESSOR shall be responsible for, and pay when due, all real
property taxes levied against the Leased Assets, as well as
all personal property taxes related thereto except as
otherwise provided herein.
LESSEE shall pay when due any present or future government
taxes, fees, duties, or assessments related to operation of
the Leased Assets. In the event any such taxes, fees, duties,
or assessments referenced herein are levied against LESSOR,
LESSEE will promptly reimburse LESSOR therefore within ten
(10) days of receipt of documentation evidencing payment
thereof by LESSOR.
4.6 Relocations
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In the event that LESSOR is required to relocate the Leased
Assets, LESSOR will provide LESSEE reasonable notice of such
requirement, and LESSEE shall reimburse LESSOR for all costs
associated with such relocation.
4.7 Non-Routine Maintenance Expense and Capital Budgets
---------------------------------------------------
In order to inform LESSEE as to LESSOR'S projected
expenditures for Non-Routine Maintenance activities and
capital expenditures contemplated for a
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forthcoming calendar year, the parties agree as follows:
Not later than October 1, LESSOR shall prepare in
reasonably concise form and mail to LESSEE a
Non-Routine Maintenance Budget and a Capital Budget
for the Leased Assets for the next calendar year. The
Non-Routine Maintenance Budget shall identify planned
expenditures by major expense classifications and
shall itemize and justify all major Non-Routine
Maintenance projects which are estimated to cost more
than fifty thousand dollars ($50,000) each. The
Capital Budget shall itemize and justify all capital
projects which are estimated to cost more than fifty
thousand dollars ($50,000) each. LESSOR shall provide
budget updates to LESSEE on a periodic basis
throughout the year upon request.
4.8 Measurement
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LESSOR shall provide custody transfer metering at the
Philadelphia International Airport Delivery facility to enable
LESSEE to provide billing and accounting services to LESSEE'S
customers.
4.9 Expansion and Capital Projects
------------------------------
LESSOR shall perform all expansion and capital projects on
behalf of LESSEE relating to the Leased Assets, provided
LESSEE guarantees an acceptable return on Lessor's invested
capital.
5. INSURANCE
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LESSEE, and its authorized agents and contractors, shall furnish
evidence that with respect to the use and operations or activities
related to the Leased Assets, LESSEE, and its agents or contractor(s)
carry insurance coverage or are self insured with the following kinds
of coverage and minimum amounts:
(a) Workers' Compensation and Occupational Disease Insurance,
including Employer's Liability Insurance, complying with the
laws of the Commonwealth of Pennsylvania and the State of New
Jersey. Employer's Liability Insurance shall be provided with
a limit of not less than $1,000,000.00.
(b) Comprehensive General Liability Insurance, including
Contractual Liability, Products, Completed Operations
Liability, and Explosion/Fire Legal Liability, Collapse and
Underground Damage Liability, as well as coverage on all
LESSEE'S and its authorized agents and contractors' equipment
(other than motor vehicles licensed for highway use) owned,
hired, or used in performance with this Lease with limits not
less than: $5,000,000.00 Bodily Injury Property Damage
Combined each occurrence & aggregate.
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(c) Automobile Liability Insurance covering all motor vehicles
owned, hired, or used in connection with this Lease with
limits not less than: $1,000,000 Bodily Injury & Property
Damage Combined each occurrence & aggregate.
The foregoing Comprehensive General Liability and Automobile Liability
Insurance shall name LESSOR, its parent, subsidiaries, and affiliates
as additional insureds with respect to LESSEE'S obligations under this
Lease; and the policy shall contain the following language "Naming
Sunoco Pipeline L.P., its parent, subsidiaries, and affiliates as
additional insureds shall not prevent recovery in any situation in
which recovery would have been available to Sunoco Pipeline L.P. had it
not been named as an additional insured." A certificate of insurance
evidencing the aforementioned insurance coverage must be provided to
LESSOR prior to entering upon LESSOR'S property. This coverage must
remain in full force and effect during the term of this Lease.
The foregoing insurance coverage is not intended to, nor does it limit
the liability of LESSEE and its authorized agents or contractors, to
hold LESSOR harmless as set forth in Paragraph 9. It is understood and
agreed that the procurement of insurance in these amounts does not in
any way or manner whatsoever limit LESSEE(S) and its agents' or
contractors' liability to LESSOR under this Lease; and in the event the
insurance procured by LESSEE and its agents or contractors does not
cover a particular loss, LESSEE or its agents or contractors shall be
liable to LESSOR for the full amount of any and all loss and damage as
provided herein.
The foregoing insurance policies shall include a waiver of subrogation
whereby the LESSEE and/or its insurers are prohibited from seeking
contribution or reimbursement for any amounts paid by LESSEE or its
insurers.
6. COMPLIANCE WITH LAW
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LESSEE shall, during the term of the Lease, comply with all federal,
state, municipal and other laws, ordinances, rules, and regulations
applicable to the operation and use of the Leased Assets. LESSOR shall,
during the term of the Lease, comply with all federal, state, municipal
and other laws, ordinances, rules, and regulations applicable to the
operation of the Paulsboro Terminal to Philadelphia International
Airport pipeline. LESSOR shall, during the term of this Lease, comply
with all federal, state municipal and other laws, ordinances, rules,
and regulations applicable to the maintenance of the Leased Assets.
7. OPERATING COMMITTEE
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LESSOR and LESSEE shall at all times cooperate with each other and
coordinate their respective activities in such manner as to effect the
most efficient operation and utilization of the Leased Assets in
accordance with accepted pipe line industry practices.
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To effect this cooperation, the parties agree to establish a
Coordinating Committee composed of one representative from the LESSOR
and one representative from the LESSEE. The primary functions of this
Committee shall be to review any problems which arise as a result of
this Lease and to recommend any alterations of or additions to this
Lease or operating practices which to them may seem desirable.
8. NO WARRANTY, LIMITATION OF LIABILITY
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LESSOR MAKES NO REPRESENTATION OR WARRANTIES WITH RESPECT TO THE LEASED
ASSETS. LESSEE ACKNOWLEDGES THAT IT HAS INSPECTED THE LEASED ASSETS AND
ACCEPTS THE LEASED ASSETS IN THEIR PRESENT CONDITION, "AS IS WHERE IS",
WITHOUT WARRANTY, EXPRESS OR IMPLIED, AS TO CONDITION OR SUITABILITY
FOR LESSEE'S PURPOSES.
LESSEE ACKNOWLEDGES AND AGREES THAT THE LEASE PAYMENTS HEREUNDER DO NOT
INCLUDE ANY FEES TO LESSOR FOR THE MAINTENANCE AND OPERATION OF THE
LEASED ASSETS AS PROVIDED HEREIN. ACCORDINGLY, LESSEE AGREES THAT
LESSOR SHALL HAVE NO LIABILITY TO LESSEE FOR ANY OF ITS ACTIONS RELATED
TO ITS MAINTENANCE AND OPERATION OF THE LEASED ASSETS AND LESSEE
FURTHER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE LESSOR
PURSUANT TO PARAGRAPH 9 BELOW.
9. INDEMNIFICATION
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LESSEE'S OBLIGATION OF INDEMNITY - LESSEE AND ITS AUTHORIZED AGENTS
--------------------------------
AND CONTRACTORS AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS
LESSOR, ITS PARENT, SUBSIDIARIES, AND AFFILIATES, AS WELL AS THE
EMPLOYEES AND AGENTS OF LESSOR, ITS OFFICERS, INVITEES, PARTNERS AND
THEIR RESPECTIVE PARTNERS, PARENT-AFFILIATED COMPANIES, ASSIGNS, AND
SUCCESSORS-IN-INTEREST (HEREINAFTER COLLECTIVELY REFERRED TO AS "LESSOR
INDEMNITEE [S]"), FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES,
EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND EXPERT FEES),
LOSSES, DAMAGES, DEMANDS, FINES, PENALTIES, AND CAUSES OF ACTION FOR
INJURIES TO OR DEATH OF PERSONS (INCLUDING LESSOR'S AND LESSEE'S
EMPLOYEES, AGENTS, CONTRACTORS OR SERVANTS) OR DAMAGES TO PROPERTY OR
PENALTIES FOR VIOLATIONS OF LAWS, REGULATIONS, OR ORDERS, ANY OF WHICH
ARE CAUSED BY, RELATE TO, OR ARISE FROM THE LESSEE'S USE AND OPERATION
OF THE LEASED ASSETS, AND LESSOR'S OPERATION AND MAINTENANCE OF THE
LEASED ASSETS. SUCH INDEMNITY SHALL APPLY WHETHER OR NOT A LESSOR
INDEMNITEE WAS OR IS CLAIMED TO BE PASSIVELY, CONCURRENTLY, OR ACTIVELY
NEGLIGENT; AND REGARDLESS OF WHETHER LIABILITY
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WITHOUT FAULT IS IMPOSED OR SOUGHT TO BE IMPOSED ON ONE OR MORE OF THE
LESSOR INDEMNITIEES. FURTHER, SUCH INDEMNITY SHALL APPLY WHETHER OR
NOT SUCH CLAIMS, LIABILITIES, EXPENSES, LOSSES, DAMAGES, DEMANDS,
FINES, PENALTIES, OR CAUSES OF ACTION FOR PERSONAL INJURY, DEATH OR
PROPERTY DAMAGE ARE CAUSED BY THE LESSOR INDEMNITEES' SOLE NEGLIGENCE,
THE JOINT NEGLIGENCE OF ANY LESSOR INDEMNITEE(S) AND ANY OTHER PERSON
OR ENTITY OR STRICT LIABILITY, BREACH OF WARRANTY, BREACH OF ANY
STATUTORY DUTY, OR OTHER ACT, ERROR, OR OMMISSION OR COMMISSION ON THE
PART OF ANY LESSOR INDEMNITEE GIVING RISE TO ANY OTHER FORM OF
LIABILITY OR FAULT. IT IS THE EXPRESSED INTENTION OF THE PARTIES
HERETO, BOTH LESSEE AND LESSOR, THAT THE INDEMNITY PROVIDED FOR IN
THIS PARAGRAPH IS AN INDEMNITY BY LESSEE TO INDEMNIFY AND PROTECT THE
LESSOR INDEMNITEES FROM THE CONSEQUENCES OF LESSOR INDEMNITEES' OWN
NEGLIGENCE, WHETHER THAT NEGLIGENCE IS SOLE OR CONCURRING, AS WELL AS
ANY GROSS NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, BREACH OF
ANY STATUTORY DUTY, OR OTHER ACT, ERROR OR OMISSION, OR COMMISSION ON
THE PART OF ANY LESSOR INDEMNITEE GIVING RISE TO ANY FORM OF LIABILITY
OR FAULT. THIS INDEMNITY SHALL NOT APPLY TO THE EXTENT THAT IT IS VOID
OR OTHERWISE UNENFORCEABLE UNDER APPLICABLE LAW IN EFFECT ON OR
VALIDLY RETROACTIVE TO THE DATE OF THIS LEASE. TO THE EXTENT THAT
STATE AND/OR FEDERAL LAWS LIMIT THE TERMS OR CONDITIONS OF THS
PARAGRAPH, IT SHALL BE DEEMED SO LIMITED TO COMPLY WITH SUCH STATE AND
FEDERAL LAWS. IF ANY TERM, PROVISION, COVENANT OR CONDITION OF THIS
PARAGRAPH IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID,
VOID, OR UNENFORCEABLE, THE REMAINDER OF THE PROVISIONS SHALL REMAIN
IN FULL FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED, OR
INVALIDATED. THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS
LEASE.
10. LIENS
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LESSEE shall not suffer or permit any liens or lien claims to be filed
against the Leased Assets by reason of any act or omission of LESSEE or
by reason of any work, labor, services, or materials supplied or
claimed to have been supplied in connection with the Leased Assets
during the term of this Lease. If any such lien or lien claim shall be
filed against the Leased Assets during the term of this Lease, LESSEE
shall cause the same to be removed at its sole cost and expense.
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11. CONDEMNATION
------------
If due to any condemnation, or taking by any public or quasi-public
authority or other party having the right of eminent domain, any part
of the Leased Assets are taken, or access to any material part of the
Leased Assets is denied, and as a result of such taking there is a
material interference or interruption in LESSEE'S use and operation of
the Leased Assets which LESSOR cannot cure within a reasonable period
of time, not to exceed 270 days, then and in any of the aforesaid
events, the term of this Lease shall, at the option of LESSOR or
LESSEE, terminate as to such pipeline facilities so affected, and
become null and void from the date when the party exercising the power
of eminent domain actually takes or interferes with the material use of
the Leased Asset or denies material access thereto. Annual rent shall
be proportionally adjusted to reflect the taking or material
interference as of the date of such taking or material interference. In
no event shall LESSEE have or make any claim against LESSOR for damages
or awards with respect to any condemnation or taking and the entire
award in condemnation shall be the absolute property of, and is hereby
assigned and shall be paid to LESSOR.
12. DEFAULT, TERMINATION, REMEDIES
------------------------------
If one or more of the following events occurs, LESSOR or LESSEE, as the
case may be, will be deemed for all purposes to be in default hereof,
and the other party thereupon shall have the right to terminate this
Lease and will be afforded the remedies provided under this Lease or
under applicable law:
(a) LESSOR or LESSEE violates or otherwise fails to comply
substantially with any requirement imposed upon or promise
made by it in this Lease, and within ten (10) days after
written notice is given by the other party of such violation
of or failure to comply substantially with, fails to correct
such violation or failure to comply, unless such violation or
failure to comply cannot reasonably be corrected within said
ten (10) day period, or fails to initiate and diligently
pursue such correction to completion;
(b) LESSOR or LESSEE: (i) becomes insolvent (which term is defined
for purposes hereof as failure generally to meet its
obligations as the same become due); (ii) files a voluntary
petition in bankruptcy, reorganization, receivership, or
arrangement; (iii) files an answer admitting any material
allegation of any insolvency petition filed pursuant to any
insolvency act, federal, or state; (iv) makes an assignment
for the benefit of creditors; (v) applies for, consents to, or
suffers the appointment of a receiver or trustee for any part
of its property or assets; or (vi) fails to satisfy or to
appeal from any material judgment or attachment within thirty
(30) days from the date of entry.
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13. NOTICES
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All notices will be considered as properly given if in writing and: (a)
delivered personally; (b) sent by registered or certified United States
Mail, return receipt requested, addressed to the party for whom
intended at the following respective address; (c) delivered by express
courier; or (d) by any electronic means to the proper fax, telecopy, or
other number corresponding to such address:
TO LESSEE:
Sunoco, Inc. (R&M)
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: ___________________
Fax: (___) ___________
TO LESSOR:
Sunoco Pipeline L.P.
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Business Development
Fax: (000) 000-0000
The date of service of the notice shall be: (a) when personally
delivered, or by express courier the date of receipt; (b) when served
by mail, the date on which said notice is deposited in the United
States mail, properly addressed with postage prepaid and duly
registered or certified with return receipt requested; or (c) when
served by electronic means or facsimile, the date of which said notice
is properly electronically transmitted to the correct number.
At any time on similar notice to the other, a party may change the
address to which notice to it may be sent.
14. MISCELLANEOUS PROVISIONS
14.1 Governing Law
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This Lease is deemed a Pennsylvania contract and shall be
construed, governed by, and administered in accordance with
the laws of the Commonwealth of Pennsylvania.
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14.2 Assignment
----------
The rights herein granted to LESSEE are purely personal to
LESSEE, and shall not be sold, assigned, sublet, mortgaged,
leased, or otherwise transferred or disposed of without the
prior written consent of LESSOR and use of the Leased Assets
shall be strictly limited to the purposes for which same are
granted herein.
14.3 Modifications
-------------
No amendments, modifications, or additions hereto will be
binding unless they are executed in writing by all of the
parties.
14.4 Enforceability
--------------
Each covenant contained in this Lease is intended to be, and
shall be construed to be a separate and independent covenant.
If any term or provision of this Lease or any application
thereof shall be invalid or unenforceable, the remainder of
this Lease or any other application of such term or provision
shall not be affected thereby unless continued operation of
this Lease is commercially unreasonable. If this Lease is
determined to be unlawful, invalid, or unenforceable as to any
pipeline facilities comprising the Leased Assets, this Lease
shall forthwith automatically terminate as to such pipeline
facilities and any other portion of the Leased Asset affected
thereby, and neither party shall be liable to the other as a
result thereof except as provided in Paragraphs 8 and 9
hereof.
14.5 Captions
--------
The captions used in this Lease are for reference purposes
only and will not effect the interpretation or meaning of this
Lease.
14.6 Counterparts
------------
This Lease may be executed simultaneously in one or more
counterparts, each of which will be deemed an original, but
all of which will constitute one and the same instrument.
14.7 Waiver
------
If either party waives any power, right, or remedy arising
hereunder or under any applicable law, such waiver will not be
deemed to be a waiver upon the later occurrence or recurrence
of any of said events. No reasonable delay by either party in
the exercise of any power, right, or remedy will constitute,
under any circumstances, a waiver of the party's power,
rights, or remedies.
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14.8 Quiet Enjoyment
---------------
If and so long as LESSEE shall pay the rent payable hereunder
and shall perform and observe all of the terms, covenants, and
conditions on the part of LESSEE to be performed and observed,
LESSOR covenants that LESSOR shall not interfere with LESSEE'S
use, operation, and enjoyment of the Leased Assets.
14.9 Dispute Resolution
------------------
If a party to this Lease has reasonable grounds to believe
that the other party hereto has failed to fulfill any material
obligation hereunder, or that its expectation of receiving due
performance under this Lease may be impaired, such party will
promptly notify the other party in writing of the substance of
its belief. The party receiving such notice must respond in
writing within thirty (30) days of receipt of such notice by
specifying three (3) dates, all of which must be within thirty
(30) days from the date of its response for a meeting to
resolve the dispute, and by providing either: (a) evidence of
cure of the condition specified, or (b) evidence that said
party has diligently commenced to cure the condition specified
and will diligently continue to prosecute such cure, or (c) an
explanation of why it believes that its performance is in
accordance with the terms and conditions of this Lease. The
claiming party will then select one (1) of the three (3) dates
and a dispute resolution meeting will be held. If the parties
cannot, in good faith discussions, resolve their dispute they
will be free to pursue the remedies allowed under the law
without prejudice.
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Executed by their duly authorized representatives and witnessed on this ___ day
of __________ 2002.
Witness: SUNOCO PIPELINE L.P.
BY: SUNOCO LOGISTICS PARTNERS
OPERATIONS GP LLC
By: ________________________ By: ______________________________
Title: _______________________ Title: _____________________________
Witness: SUNOCO, INC. (R&M)
By: _________________________ By: ______________________________
Title: ________________________ Title: _____________________________
00
XXXXXXXXXXXX XX XXXXXXXXXXXX
XXXXXX XX XXXXXXXXXXXX
Before me, the undersigned, a Notary Public within and for the above named
County and State, on this_____day of _____________ 2002, personally appeared
_______________ to me known to be the identical person who subscribed the name
of the maker thereof to the within and foregoing instrument as its
_____________, and acknowledged to me that he executed the same as his free and
voluntary act and deed of such corporation, for the uses and purposes therein
set forth.
Witness my hand and official seal the day and year last above written.
-----------------------------------------
Notary Public
My Commission Expires:
--------------------
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF PHILADELPHIA
Before me, the undersigned, a Notary Public within and for the above
named County and state, on this______day of_________2002, personally
appeared___________________to me known to be the identical person who subscribed
the name of the maker thereof to the within and foregoing instrument as its
__________________, and acknowledged to me that he executed the same as his free
and voluntary act and deed of such corporation, for the uses and purposes
therein set forth.
Witness my hand and official seal the day and year last above written.
-----------------------------------------
Notary Public
My Commission Expires:
--------------------
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EXHIBIT A
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3N, 4N and 5N Termination Descriptions for Appendix A
At the Philadelphia Refinery:
----------------------------
Pipeline (and MLP) maintenance responsibilities end at:
3N Line - the inboard flange on Valve 1-5 (including the valve and the pig trap)
4N Line - the inboard flange of Valve 1-9 (including the valve and the pig
trap).
5N Line - the inboard flange of Valve 1-13 (including the valve and the pig
trap).
At the Marcus Hook Refinery:
---------------------------
Pipeline (and MLP) maintenance responsibilities end at the Delaware River
Crossing:
3N Line - the above-grade flange at the pig trap area (including the pig trap)
4N Line - the above-grade flange at the pig trap area (including the pig trap)
5N Line - the above-grade flange at the pig trap area (including the pig trap)
EXHIBIT B
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Interrefinery Pipeline Lease Payments
Calendar Year Yearly Rate Monthly Rate
------------- ----------- ------------
$5,000,000
2002 $5,083,500 $423,625
2003 $5,168,394 $430,700
2004 $5,254,707 $437,892
2005 $5,342,460 $445,205
2006 $5,431,679 $452,640
2007 $5,522,388 $460,199
2008 $5,614,612 $467,884
2009 $5,708,376 $475,698
2010 $5,803,706 $483,642
2011 $5,900,628 $491,719
2012 $5,999,169 $499,931
2013 $6,099,355 $508,280
2014 $6,201,214 $516,768
2015 $6,304,744 $525,398
2016 $6,410,064 $534,172
2017 $6,517,112 $543,093
2018 $6,625,948 $552,162
2019 $6,736,601 $561,383
2020 $6,849,102 $570,759
2021 $6,963,482 $580,290
2022 $7,079,772 $589,981
