EXHIBIT 3.10
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
SUNOCO PIPELINE L.P.
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this
"Agreement"), dated as of February 8, 2002, is entered into and executed by
Sunoco Logistics Partners Operations GP LLC, a Delaware limited liability
company, as General Partner (as defined below), Sunoco Logistics Partners
Operations L.P., a Delaware limited partnership, as Limited Partner (as defined
below), Sun Pipe Line GP LLC, a Delaware limited liability company ("Pipe Line
GP LLC"), Sun Pipe Line Company, a Pennsylvania Corporation ("Pipe Line"),
Sunoco Texas Pipe Line Company, a Texas corporation ("Sun Texas"), Sunoco
Partners LLC, a Pennsylvania limited liability company ("Sunoco GP"), Sunoco
Logistics Partners L.P., a Delaware limited partnership (the "MLP") and Sunoco
Logistics Partners GP LLC, a Delaware limited liability company ("GP LLC" and
together with Sun Texas, Sunoco GP and the MLP, the "Withdrawing Partners").
RECITALS
WHEREAS, on December 10, 2001, Pipe Line GP LLC, acting as the general
partner (the "Organizational General Partner"), formed Sunoco Pipeline L.P. (the
"Partnership"), as a Texas limited partnership, and contributed $0.10 to the
Partnership in exchange for a 0.01% general partner interest in the Partnership
and Pipe Line, acting as the organizational limited partner (the "Organizational
Limited Partner") contributed $999.90 to the Partnership in exchange for a
99.99% limited partner interest in the Partnership;
WHEREAS, the Organizational General Partner and the Organizational Limited
Partner adopted, executed and agreed to the Agreement of Limited Partnership
relating to the Partnership on December 10, 2001 and the First Amended and
Restated Agreement relating to the Partnership on February 7, 2002
(collectively, the "Prior Agreement");
WHEREAS,Pipe Line merged with and into Sun Texas, with Sun Texas being the
sole surviving entity;
WHEREAS, each of the following contributions described in these Recitals
was made pursuant to, and in accordance with, the Contribution, Conveyance and
Assumption Agreement, dated as of the date hereof, by and among the Partnership,
the MLP, Sunoco, Inc. and the other parties listed therein;
WHEREAS, Sun Texas contributed all of its limited partner interest in the
Partnership to Sunoco GP;
WHEREAS, Sunoco GP contributed all of its limited partner interest in the
Partnership to the MLP;
WHEREAS, Pipe Line GP LLC merged with and into GP LLC, with GP LLC being
the sole surviving entity;
WHEREAS, the MLP contributed all of its (i) limited partner interest in the
Partnership to the Limited Partner (as defined below) and (ii) interest in
Explorer Pipeline Company to the Partnership;
WHEREAS, GP LLC contributed all of its (i) general partner interest in the
Partnership as a capital contribution to the General Partner (as defined below)
and (ii) interest in Explorer Pipeline Company to the Partnership; and
WHEREAS, each of the Withdrawing Partners executes this Agreement to
confirm its withdrawal from the Partnership and the Partners (as defined below)
acknowledge and agree to such withdrawal.
NOW, THEREFORE, the parties hereto hereby amend the Prior Agreement and, as
so amended, restate it in its entirety as follows:
ARTICLE I
DEFINITIONS
The following definitions shall for all purposes, unless otherwise clearly
indicated to the contrary, apply to the terms used in this Agreement.
"Certificate of Limited Partnership" means the Certificate of Limited
Partnership filed with the Secretary of State of the State of Texas as described
in the first sentence of Section 2.5 as amended or restated from time to time.
"Texas Act" means the Texas Revised Limited Partnership Act, as amended
from time to time, and any successor to such act.
"General Partner" means Sunoco Logistics Partners Operations GP LLC, a
Delaware limited liability company, in its capacity as the general partner of
the Partnership, and any successor to Sunoco Logistics Partners Operations GP
LLC, as general partner.
"Limited Partner" means Sunoco Logistics Partners Operations L.P., a
Delaware limited partnership, and any other limited partner admitted to the
Partnership from time to time.
"Partner" means the General Partner or any Limited Partner.
"Partnership" means Sunoco Pipeline L.P., a Texas limited partnership.
"Percentage Interest" means, with respect to any Partner, such Partner's
percentage interest in the Partnership set forth in Section 2.6.
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ARTICLE II
ORGANIZATIONAL MATTERS
2.1 Formation. The Organizational General Partner and the Organizational
Limited Partner have previously formed the Partnership as a limited partnership
pursuant to the provisions of the Texas Act. The General Partner and the Limited
Partner hereby enter into this Agreement to set forth the rights and obligations
of the Partners and certain matters related thereto. Except as expressly
provided herein to the contrary, the rights and obligations of the Partners and
the administration, dissolution and termination of the Partnership shall be
governed by the Texas Act.
2.2 Name. The name of the Partnership shall be, and the business of the
Partnership shall be conducted under the name of, "Sunoco Pipeline L.P."
2.3 Principal Office; Registered Office.
(a) The principal office of the Partnership shall be at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place as the General
Partner may from time to time designate. The Partnership may maintain offices at
such other places as the General Partner deems advisable.
(b) The address of the Partnership's registered office in the State of
Texas shall be the CT Corporation System, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, and the name of the Partnership's registered agent for service of
process at such address shall be CT Corporation System.
2.4 Term. The Partnership shall continue in existence until an election to
dissolve the Partnership by the General Partner.
2.5 Organizational Certificate. A Certificate of Limited Partnership of the
Partnership has been filed by the General Partner with the Secretary of State of
the State of Texas as required by the Texas Act. The General Partner shall cause
to be filed such other certificates or documents as may be required for the
formation, operation and qualification of a limited partnership in the State of
Texas and any state in which the Partnership may elect to do business. The
General Partner shall thereafter file any necessary amendments to the
Certificate of Limited Partnership and any such other certificates and documents
and do all things requisite to the maintenance of the Partnership as a limited
partnership (or as a partnership in which the Limited Partners have limited
liability) under the laws of Texas and any state or jurisdiction in which the
Partnership may elect to do business.
2.6 Partnership Interests. The General Partner shall have a 0.01%
Percentage Interest and the Limited Partner shall have a 99.99% Percentage
Interest.
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ARTICLE III
PURPOSE
The purpose and business of the Partnership shall be to engage in any
lawful activity for which limited partnerships may be organized under the Texas
Act.
ARTICLE IV
CAPITAL CONTRIBUTIONS
Contributions to the capital of the Partnership have been made as set forth
in the Recitals.
ARTICLE V
CAPITAL ACCOUNTS ALLOCATIONS
5.1 Capital Accounts. The Partnership shall maintain a capital account for
each of the Partners in accordance with the regulations issued pursuant to
Section 704 of the Internal Revenue Code of 1986, as amended (the "Code"), and
as determined by the General Partner as consistent therewith.
5.2 Allocations. For federal income tax purposes, each item of income,
gain, loss, deduction and credit of the Partnership shall be allocated among the
Partners in accordance with their Percentage Interests, except that the General
Partner shall have the authority to make such other allocations as are necessary
and appropriate to comply with Section 704 of the Code and the regulations
issued pursuant thereto.
5.3 Distributions. From time to time, but not less often than quarterly,
the General Partner shall review the Partnership's accounts to determine whether
distributions are appropriate. The General Partner may make such cash
distributions as it, in its sole discretion, may determine without being limited
to current or accumulated income or gains from any Partnership funds, including,
without limitation, Partnership revenues, capital contributions or borrowed
funds; provided, however, that no such distribution shall be made if, after
giving effect thereto, the liabilities of the Partnership exceed the fair market
value of the assets of the Partnership. In its sole discretion, the General
Partner may, subject to the foregoing proviso, also distribute to the Partners
other Partnership property, or other securities of the Partnership or other
entities. All distributions by the General Partner shall be made in accordance
with the Percentage Interests of the Partners.
ARTICLE VI
MANAGEMENT AND OPERATIONS OF BUSINESS
Except as otherwise expressly provided in this Agreement, all powers to
control and manage the business and affairs of the Partnership shall be vested
exclusively in the General Partner; the Limited Partner shall not have any power
to control or manage the Partnership.
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ARTICLE VII
RIGHTS AND OBLIGATIONS OF LIMITED PARTNER
The Limited Partner shall have no liability under this Agreement except to
the extent of the value of its capital account.
ARTICLE VIII
DISSOLUTION AND LIQUIDATION
The Partnership shall be dissolved, and its affairs shall be wound up as
provided in Section 2.4.
ARTICLE IX
AMENDMENT OF PARTNERSHIP AGREEMENT
The General Partner may amend any provision of this Agreement without the
consent of the Limited Partner and may execute, swear to, acknowledge, deliver,
file and record whatever documents may be required in connection therewith.
ARTICLE X
MERGERS
10.1 Authority. The Partnership may merge or consolidate with one or more
corporations, limited liability companies, business trusts or associations, real
estate investment trusts, common law trusts or unincorporated businesses,
including, without limitation, a general partnership or limited partnership,
formed under the laws of the State of Texas or any other state of the United
States of America, pursuant to a written agreement of merger or consolidation
("Merger Agreement") in accordance with this Article X.
10.2 Procedure for Merger or Consolidation. Merger or consolidation of the
Partnership pursuant to this Article X requires the prior approval of the
General Partner. If the General Partner shall determine, in the exercise of its
discretion, to consent to the merger or consolidation, the General Partner shall
approve the Merger Agreement, which shall set forth:
(a) The names and jurisdictions of formation or organization of each
of the business entities proposing to merge or consolidate;
(b) The name and jurisdiction of formation or organization of the
business entity that is to survive the proposed merger or consolidation (the
"Surviving Business Entity");
(c) The terms and conditions of the proposed merger or consolidation;
(d) The manner and basis of exchanging or converting the equity
securities of each constituent business entity for, or into, cash, property or
general or limited partner interests, rights, securities or obligations of the
Surviving Business Entity; and (i) if any general or limited
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partner interests, securities or rights of any constituent business entity are
not to be exchanged or converted solely for, or into, cash, property or general
or limited partner interests, rights, securities or obligations of the Surviving
Business Entity, the cash, property or general or limited partner interests,
rights, securities or obligations of any limited partnership, corporation, trust
or other entity (other than the Surviving Business Entity) which the holders of
such general or limited partner interests, securities or rights are to receive
in exchange for, or upon conversion of their general or limited partner
interests, securities or rights, and (ii) in the case of securities represented
by certificates, upon the surrender of such certificates, which cash, property
or general or limited partner interests, rights, securities or obligations of
the Surviving Business Entity or any general or limited partnership,
corporation, trust or other entity (other than the Surviving Business Entity),
or evidences thereof, are to be delivered;
(e) A statement of any changes in the constituent documents or the
adoption of new constituent documents (the articles or certificate of
incorporation, articles of trust, declaration of trust, certificate or agreement
of limited partnership, operating agreement or other similar charter or
governing document) of the Surviving Business Entity to be effected by such
merger or consolidation;
(f) The effective time of the merger, which may be the date of the
filing of the certificate of merger or a later date specified in or determinable
in accordance with the Merger Agreement (provided, that if the effective time of
the merger is to be later than the date of the filing of the certificate of
merger, the effective time shall be fixed no later than the time of the filing
of the certificate of merger and stated therein); and
(g) Such other provisions with respect to the proposed merger or
consolidation as are deemed necessary or appropriate by the General Partner.
ARTICLE XI
GENERAL PROVISIONS
11.1 Addresses and Notices. Any notice to the Partnership, the General
Partner or the Limited Partner shall be deemed given if received by it in
writing at the principal office of the Partnership designated pursuant to
Section 2.3(a).
11.2 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors and assigns.
11.3 Integration. This Agreement constitutes the entire agreement among the
parties pertaining to the subject matter hereof and supersedes all prior
agreements and understandings pertaining thereto.
11.4 Severability. If any provision of this Agreement is or becomes
invalid, illegal or enforceable in any respect, the validity, legality and
enforceability of the remaining provisions hereof, or of such provision in other
respects, shall not be affected thereby.
11.5 Applicable Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Texas.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the undersigned as
of the date first above written.
GENERAL PARTNER:
SUNOCO LOGISTICS PARTNERS
OPERATIONS GP LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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LIMITED PARTNER:
SUNOCO LOGISTICS PARTNERS
OPERATIONS L.P.
By: SUNOCO LOGISTICS PARTNERS GP LLC,
its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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WITHDRAWING PARTNERS:
SUNOCO TEXAS PIPE LINE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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SUNOCO PARTNERS LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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Signature Page 1 of 2 to the Second Amended and Restated
Agreement of Limited Partnership
of Sunoco Pipeline L.P.
SUNOCO LOGISTICS PARTNERS L.P.
By: SUNOCO PARTNERS LLC,
its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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SUNOCO LOGISTICS PARTNERS GP LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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Signature Page 2 of 2 to the Second Amended and Restated
Agreement of Limited Partnership
of Sunoco Pipeline L.P.