SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.Underwriting Agreement • May 8th, 2006 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • New York
Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to the several underwriters (collectively, the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) $175,000,000 aggregate principal amount of its 6.125% Senior Notes due 2016 (the “Notes”). The Operating Partnership’s obligations under the Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Guarantors (as defined below). The Notes and the Guarantees are referred to herein as the “Securities.” The Securities will (i) have terms and provisions that are summarized in the Pricing Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined below) and (ii) be issued pursuant to the Indenture dated as of December 16, 2005 (the “Original Indenture”) among the Operating Partnership, as
SUNOCO LOGISTICS PARTNERS L.P. 2,400,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTSunoco Logistics Partners Lp • May 8th, 2006 • Pipe lines (no natural gas) • New York
SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. As Issuer, SUNOCO LOGISTICS PARTNERS L.P. As Guarantor, SUNOCO PARTNERS MARKETING & TERMINALS L.P. and SUNOCO PIPELINE L.P. As Subsidiary Guarantors and CITIBANK, N.A., As TrusteeFirst Supplemental Indenture • May 8th, 2006 • Sunoco Logistics Partners Lp • Pipe lines (no natural gas) • New York
THIS FIRST SUPPLEMENTAL INDENTURE dated as of May 8, 2006 is among Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the “Partnership”), Sunoco Logistics Partners L.P., a Delaware limited partnership (the “Parent Guarantor”), Sunoco Partners Marketing & Terminals L.P., a Texas limited partnership (“Marketing L.P.”), Sunoco Pipeline L.P., a Texas limited partnership (“Pipeline L.P.”, together with Marketing L.P., the “Subsidiary Guarantors”) and Citibank, N.A., a national banking association, as trustee (the “Trustee”). Each capitalized term used but not defined in this First Supplemental Indenture shall have the meaning assigned to such term in the Original Indenture (as defined below).
