Exhibit 10.2
CONTRIBUTION, CONVEYANCE AND
ASSUMPTION AGREEMENT
Index
ARTICLE I Definitions; Schedules; Recordation ............................... 8
1.1 Definitions ......................................................... 8
1.2 Schedules ........................................................... 16
1.3 Recordation of Evidence of Ownership of Assets ...................... 16
ARTICLE II Concurrent Transactions .......................................... 17
2.1 Merger of Pipe Line into Sun Texas .................................. 17
2.2 Allocation of Assets pursuant to Multiple Survivor Merger of Sun
Texas and Sun Pipeline LP ........................................... 17
2.3 Merger of Borger into Services ...................................... 17
2.4 Contribution of Services Common Stock by Sun Delaware to GP LLC ..... 17
2.5 Conversion of Services to Services LP ............................... 17
2.6 Contribution and Conveyance by Services LP to Services Out LLC
of the Services Out LLC Assets ...................................... 17
2.7 Distribution by Services LP to Sun Delaware of Interest in
Services Out LLC .................................................... 18
2.8 Distribution by Services LP to GP LLC of Interest in Services
Out LLC ............................................................. 18
2.9 Distribution by GP LLC to Sun Delaware of Membership Interest in
Services Out LLC .................................................... 18
2.10 Merger of Michigan into Michigan Texas .............................. 18
2.11 Allocation of Assets pursuant to Multiple Survivor Merger of
Michigan Texas and Michigan In LLC .................................. 18
2.12 Merger of Mid-Con into Mid-Con Texas ................................ 19
2.13 Allocation of Assets pursuant to Multiple Survivor Merger of
Mid-Con Texas and Mid-Con In LLC .................................... 19
2.14 Merger of Atlantic into Atlantic Out LP ............................. 19
2.15 Allocation of Assets pursuant to Multiple Survivor Merger of
Atlantic Out LP and Atlantic In LP .................................. 19
2.16 Merger of Atlantic Refining into Atlantic R&M Out LP ................ 19
2.17 Allocation of Assets pursuant to Multiple Survivor Merger of
Atlantic R&M Out LP and Atlantic R&M In LP .......................... 19
2.18 Contribution and Conveyance by R&M to R&M In LP of the R&M In
LP Assets ........................................................... 20
2.19 Distribution by the Entities of Certain Receivables and Crude
Oil Inventory ....................................................... 20
2.20 Further Distribution of Certain Receivables and Crude Oil
Inventory ........................................................... 21
2.21 Cancellation of Indebtedness ........................................ 21
2.22 Contribution of Interests in GP LLC, Services LP, Michigan In LLC,
Explorer Pipeline Company, and Mid-Con In LLC by Sun Delaware to
Sunoco GP ........................................................... 21
2.23 Contribution of Interests in Pipeline GP LLC and Sun Pipeline
LP by Sun Texas to Sunoco GP ........................................ 22
2.24 Contribution of Interests in R&M In LLC and R&M In LP by R&M
to Sunoco GP ........................................................ 22
2.25 Contribution of Interests in Atlantic In LLC, Atlantic In LP
and Atlantic R&M In LP by Petroleum to Sunoco GP .................... 22
2.26 Contribution of Limited Liability Company Interests and Limited
Partnership Interests by Sunoco GP to the MLP ....................... 22
2.27 Public Cash Contribution ............................................ 23
2.28 MLP Receipt of Cash Contribution .................................... 23
2.29 Merger of R&M In LLC, Pipe Line GP LLC and Atlantic In LLC into
GP LLC .............................................................. 23
i
2.30 MLP Contribution to the Entities .................................... 23
2.31 Contribution of Interests in the Entities by the MLP to the OLP ..... 24
2.32 Contribution of Interests in Certain Entities by GP LLC to
OLP GP LLC .......................................................... 24
2.33 Contribution of Interest in OLP GP LLC by GP LLC to the OLP ......... 25
2.34 Distribution of Proceeds of Indebtedness from the OLP to the MLP .... 25
2.35 Distribution of Proceeds of Indebtedness from the MLP to Sunoco GP .. 25
2.36 Distributions by Sunoco GP to its Members ........................... 25
2.37 Loans from Sunoco GP to Sunoco Affiliates ........................... 25
2.38 Redemption of Sun Delaware's Interest in the MLP by the MLP ......... 26
2.39 Purchase of Additional Common Units ................................. 26
2.40 Contribution of Stock by Sun Delaware to Sun Texas .................. 26
2.41 Merger of Services LP, Atlantic In LP, Michigan In LLC, and
Mid-Con In LLC into Sun Pipeline LP ................................. 26
2.42 Merger of Atlantic R&M In LP into R&M In LP ......................... 26
2.43 Allocation of Assets pursuant to Multiple Survivor Merger of
Sun Pipeline LP and R&M In LP ....................................... 26
2.44 Specific Conveyances ................................................ 26
ARTICLE III Assumption of Certain Liabilities ............................... 27
3.1 Assumption of Sun Pipeline LP Liabilities and Sun Texas
Liabilities ......................................................... 27
3.2 Assumption of Services Out LLC Liabilities by Services Out LLC ...... 27
3.3 Assumption of Services LP/Sun Delaware Interest in Services Out
LLC Liabilities by Sun Delaware ..................................... 27
3.4 Assumption of Services LP/GP LLC Interest in Services Out LLC
Liabilities by GP LLC ............................................... 28
3.5 Assumption of GP LLC Interest in Services Out LLC Liabilities
by Sun Delaware ..................................................... 28
3.6 Assumption of Michigan In LLC Liabilities and Michigan Texas
Liabilities ......................................................... 28
3.7 Assumption of Mid-Con In Liabilities and Mid-Con Texas
Liabilities ......................................................... 29
3.8 Assumption of Atlantic In LP Liabilities and Atlantic
Out LP Liabilities .................................................. 30
3.9 Assumption of Atlantic R&M In LP Liabilities and Atlantic
R&M Out LP Liabilities .............................................. 30
3.10 Assumption of R&M In LP Liabilities by R&M In LP .................... 31
3.11 Assumption of Liabilities and Obligations of Sun Delaware
by Sunoco GP ........................................................ 31
3.12 Assumption of Sun Texas Aggregate Liabilities by Sunoco GP .......... 31
3.13 Assumption of R&M Aggregate Interests Liabilities by Sunoco GP ...... 31
3.14 Assumption of Petroleum Aggregate Interests Liabilities by
Sunoco GP ........................................................... 32
3.15 Assumption of Sunoco GP Aggregate Liabilities by the MLP ............ 32
3.16 Assumption of MLP Aggregate Liabilities by the OLP .................. 32
3.17 Assumption of GP LLC Aggregate Liabilities by OLP GP LLC ............ 33
3.18 Assumption of GP LLC's Interest in OLP GP LLC Liabilities
by the OLP .......................................................... 33
3.19 Assumption of Sun Delaware Stock Liabilities by Sun Texas ........... 33
3.20 Assumption of R&M In LP Additional Liabilities and Sun Pipeline LP
Additional Liabilities .............................................. 33
ARTICLE IV Indemnification .................................................. 34
4.1 Indemnification Relating to Excessive Tariff Rate ................... 34
ARTICLE V Title Matters ..................................................... 34
5.1 Encumbrances ........................................................ 34
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5.2 Disclaimer of Warranties; Subrogation; Waiver of Bulk
Sales Laws ......................................................... 35
5.3 Reservation of Right of Use and Access ............................. 36
ARTICLE VI Further Assurances .............................................. 37
6.1 Further Assurances ................................................. 37
6.2 Other Assurances ................................................... 37
ARTICLE VII Powers of Attorney ............................................. 38
7.1 Services LP ........................................................ 38
7.2 R&M ................................................................ 38
ARTICLE VIII Miscellaneous ................................................. 39
8.1 Order of Completion of Transactions ................................ 39
8.2 Consents; Restriction on Assignment ................................ 39
8.3 Costs .............................................................. 39
8.4 Headings; References; Interpretation ............................... 40
8.5 Successors and Assigns ............................................. 40
8.6 No Third Party Rights .............................................. 40
8.7 Counterparts ....................................................... 40
8.8 Governing Law ...................................................... 40
8.9 Severability ....................................................... 40
8.10 Deed; ▇▇▇▇ of Sale; Assignment ..................................... 41
8.11 Amendment or Modification .......................................... 41
8.12 Integration ........................................................ 41
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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [ ]
,2002, is entered into by and among Sunoco, Inc., a Pennsylvania corporation
("Sunoco"); Sun Pipe Line Company of Delaware, a Delaware corporation ("Sun
------ ---
Delaware"); Sunoco, Inc. (R&M), a Pennsylvania corporation ("R&M"); Atlantic
-------- --- ---
Petroleum Corporation, a Delaware corporation ("Petroleum"); Sunoco Texas Pipe
---------
Line Company, a Texas corporation ("Sun Texas"); Sun Oil Line of Michigan (Out)
---------
LLC, a Texas limited liability company ("Michigan Texas"); Mid-Continent Pipe
--------------
Line (Out) LLC, a Texas limited liability company ("Mid-Con Texas"); Sun Pipe
-------------
Line Services (Out) LLC, a Delaware limited liability company ("Services Out
------------
LLC"); Atlantic Petroleum (Out) LLC, a Delaware limited liability company
---
("Atlantic Out LLC"); Atlantic Petroleum Delaware Corporation, a Delaware
----------------
corporation ("Delaware"); Atlantic Pipeline (Out) L.P., a Texas limited
--------
partnership ("Atlantic Out LP"); Atlantic R&M (Out) L.P., a Texas limited
---------------
partnership ("Atlantic R&M Out LP"); Sunoco Partners LLC, a Pennsylvania limited
-------------------
liability company ("Sunoco GP"); Sunoco Partners Lease Acquisition & Marketing
---------
LLC, a Delaware limited liability company ("LA LLC"); Sunoco Logistics Partners
------
L.P., a Delaware limited partnership (the "MLP"); Sunoco Logistics Partners GP
---
LLC, a Delaware limited liability company ("GP LLC"); Sunoco Logistics Partners
------
Operations L.P., a Delaware limited partnership (the "OLP"); Sunoco Logistics
---
Partners Operations GP LLC, a Delaware limited liability company ("OLP GP LLC");
----------
Sunoco Pipeline L.P., a Texas limited partnership ("Sun Pipeline LP"); Sunoco
---------------
Partners Marketing & Terminals L.P., a Texas limited partnership ("R&M In LP");
---------
Sunoco Mid-Con (In) LLC, a Texas limited liability company ("Mid-Con In LLC");
--------------
Atlantic (In) L.P., a Texas limited partnership ("Atlantic In LP"); Atlantic R&M
--------------
(In) L.P., a Texas limited partnership ("Atlantic R&M In LP"); Sun Pipe Line
------------------
Services (In) L.P., a Delaware limited partnership ("Services LP"); Sunoco
-----------
Michigan (In) LLC, a Texas limited liability company ("Michigan In LLC");
---------------
Atlantic (In) LLC, a Delaware limited liability company ("Atlantic In LLC"); Sun
---------------
Pipe Line GP LLC, a Delaware limited liability company ("Pipe Line GP LLC");
----------------
Sunoco R&M (In) LLC, a Delaware limited liability company ("R&M In LLC"); Sun
----------
Pipe Line Company, a Pennsylvania corporation ("Pipe Line"); Sun Pipeline
---------
Services Co., a Delaware corporation ("Services"); Sun ▇▇▇▇▇▇ Pipe Line Company,
--------
a Delaware corporation ("▇▇▇▇▇▇"); Sun Oil Line Company of Michigan, a Michigan
------
corporation ("Michigan"); Mid-Continent Pipe Line Company, an Oklahoma
--------
corporation ("Mid-Con"); Atlantic Pipeline Corp., a Delaware corporation
-------
("Atlantic"); and Atlantic Refining & Marketing Corp., a Delaware corporation
--------
("Atlantic Refining").
-----------------
RECITALS
WHEREAS, Sunoco GP and Sun Delaware have formed the MLP pursuant to the
Delaware Revised Uniform Limited Partnership Act (the "Delaware Limited
----------------
Partnership Act"), for the purpose of acquiring, owning and operating certain
---------------
assets of certain subsidiaries and affiliates of Sunoco used in storage,
transportation and distribution of crude and refined petroleum products;
WHEREAS, in order to accomplish the objectives and purposes in the
preceding recital, the following actions have been taken prior to the date
hereof:
1
1. Sun Delaware formed Sunoco GP under the terms of the Pennsylvania
Limited Liability Company Act (the "Pennsylvania LLC Act") and
--------------------
contributed $1,000 in exchange for all of the membership interests in
Sunoco GP.
2. Sunoco GP formed LA LLC and contributed $100 in exchange for all of
the membership interests in LA LLC.
3. Sunoco GP and Sun Delaware formed the MLP to which Sunoco GP
contributed $20 in exchange for a 2% general partner interest, and Sun
Delaware contributed $980 in exchange for a 98% limited partner
interest in the MLP.
4. Sun Delaware formed GP LLC and contributed $1,000 in exchange for all
of the membership interests in GP LLC.
5. Sun Delaware formed the following Texas limited liability companies:
(i) Michigan Texas, (ii) Michigan In LLC, (iii) Mid-Con In LLC, and
(iv) Mid-Con Texas, and contributed $1,000 to each in exchange for all
of the membership interests in each of such limited liability
companies.
6. The MLP and GP LLC formed the OLP to which the MLP contributed $999.90
in exchange for a 99.99% limited partner interest in the OLP, and GP
LLC contributed $.10 in exchange for a .01% general partner interest
in the OLP.
7. GP LLC formed OLP GP LLC to which it contributed $100 in exchange for
all of the membership interests in OLP GP LLC.
8. Pipe Line formed Pipe Line GP LLC to which it contributed $1,000 in
exchange for all of the membership interests in Pipe Line GP LLC.
9. Pipe Line and Pipe Line GP LLC formed Sun Pipeline LP to which Pipe
Line contributed $999.90 in exchange for a 99.99% limited partner
interest in Sun Pipeline LP, and Pipeline GP LLC contributed $.10 in
exchange for a .01% general partner interest in Sun Pipeline LP.
10. Pipe Line formed Sun Texas pursuant to the Texas Business Corporation
Act (the "Texas Corporation Act"), to which Pipe Line contributed
---------------------
$1,000 in exchange for all of the stock of Sun Texas.
11. R&M formed R&M In LLC to which R&M contributed $1,000 in exchange for
all of the membership interests in R&M In LLC.
12. R&M and R&M In LLC formed R&M In LP to which R&M contributed $999.90
in exchange for a 99.99% limited partner interest, and R&M In LLC
contributed $.10 in exchange for a .01% general partner interest in
R&M In LP.
13. Petroleum formed the following Delaware limited liability companies:
Atlantic In LLC and Atlantic Out LLC, and Petroleum contributed $2,000
to each in exchange for all of the membership interests in each.
2
14. Petroleum and each of Atlantic In LLC and Atlantic Out LLC have formed
Atlantic In LP and Atlantic Out LP, respectively, to which Petroleum
contributed $.10 to Atlantic Out LP in exchange for a .01% general
partner interest in Atlantic Out LP and $999.90 to Atlantic In LP in
exchange for a 99.99% limited partner interest in Atlantic In LP;
Atlantic In LLC contributed $.10 to Atlantic In LP in exchange for a
.01% general partner interest in Atlantic In LP; and Atlantic Out LLC
contributed $999.90 to Atlantic Out LP in exchange for a 99.99%
limited partner interest in Atlantic Out LP.
15. Petroleum and Atlantic In LLC and Atlantic Out LLC, respectively, each
have formed Atlantic R&M In LP and Atlantic R&M Out LP, to which
Petroleum contributed $.10 in exchange for a .01% general partner
interest in Atlantic R&M Out LP and $999.90 to Atlantic R&M In LP in
exchange for a 99.99% limited partner interest in Atlantic R&M In LP;
Atlantic In LLC contributed $.10 to Atlantic R&M In LP in exchange for
a .01% general partner interest in Atlantic R&M In LP; and Atlantic
Out LLC contributed $999.90 to Atlantic R&M Out LP in exchange for a
99.99% limited partner interest in Atlantic R&M Out LP.
16. Services formed Services Out LLC, to which it contributed $1,000 in
exchange for all of the membership interests in Services Out LLC.
17. Petroleum formed Delaware, to which it contributed its note receivable
[and cash] in the amount of $[ ] in exchange for all of the
outstanding common stock of Delaware.
WHEREAS, concurrently with the consummation of the transactions
contemplated hereby, each of the following options shall occur:
18. Pipe Line will merge into Sun Texas under Section 1921 of the
Pennsylvania Business Corporation Law (the "Pennsylvania Corporation
------------------------
Law") and Article 5.16 of the Texas Corporation Act, with Sun Texas
---
being the survivor. On or after the Effective Date, Sun Texas will
change its name to [Sun Pipe Line Company].
19. Sun Texas will effect a multiple survivor merger with Sun Pipeline LP
under Article 5.01 of the Texas Corporation Act and Article 6132a,
Section 2.11 of the Texas Revised Limited Partnership Act (the "Texas
-----
Limited Partnership Act"), and its assets owned before such merger
-----------------------
will be allocated to the two entities in accordance with the Texas
Corporation Act and the Texas Limited Partnership Act, with the effect
that the assets of Sun Texas (i) not going to the MLP or its
subsidiaries shall continue to be owned by Sun Texas and (ii) going to
the MLP shall be owned by Sun Pipeline LP.
20. Borger will merge into Services under Section 253 of the Delaware
General Corporation Law (the "Delaware Corporation Act"), with
------------------------
Services being the survivor.
3
21. Sun Delaware will contribute .01% of the stock of Services to GP LLC
as a capital contribution.
22. Services will file a certificate of conversion under Section 266 of
the Delaware Corporation Act and Section 17-217 of the Delaware
Limited Partnership Act to convert itself to Services LP, designating
GP LLC as the general partner and Sun Delaware as the limited partner.
23. Services LP will (i) convey the assets of Services LP not going into
the MLP or its subsidiaries to Services Out LLC as a capital
contribution and (ii) distribute all of the membership interests in
Services Out LLC, allocating 99.99% to Sun Delaware and .01% to GP
LLC. GP LLC, in turn, will distribute its .01% interest to Sun
Delaware.
24. Michigan will merge into Michigan Texas under Section 736 of the
Michigan Business Corporation Act (the "Michigan Corporation Act") and
------------------------
Article 10.02 of the Texas Limited Liability Company Act (the "Texas
-----
LLC Act"), with Michigan Texas being the survivor.
-------
25. Michigan Texas will effect a multiple survivor merger with Michigan In
LLC under Article 10.01 of the Texas LLC Act, and the assets and
liabilities of Michigan Texas owned before such merger will be
allocated in accordance with the Texas LLC Act, with the effect that
(i) all assets and liabilities of Michigan Texas going into the MLP or
its subsidiaries shall be owned by Michigan In LLC and (ii) all other
assets and liabilities of Michigan Texas shall continue to be owned by
Michigan Texas.
26. Mid-Con will be merged into Mid-Con Texas under Section 1090.2 of the
Oklahoma General Corporation Act (the "Oklahoma Corporation Act") and
------------------------
Article 10.01 of the Texas LLC Act, with Mid-Con Texas being the
survivor.
27. Mid-Con Texas will effect a multiple survivor merger with Mid-Con In
LLC under Article 10.01 of the Texas LLC Act, and the assets and
liabilities of Mid-Con Texas owned before such merger will be
allocated in accordance with the Texas LLC Act, with the effect that
(i) all assets and liabilities of Mid-Con Texas going into the MLP or
its subsidiaries will be owned by Mid-Con In LLC, and (ii) all other
assets and liabilities of Mid-Con Texas will continue to be owned by
Mid-Con Texas.
28. Atlantic will merge into Atlantic Out LP under Section 263 of the
Delaware Corporation Act and Article 6132a, Section 2.11 of the Texas
Limited Partnership Act, with Atlantic Out LP being the survivor.
29. Atlantic Out LP will effect a multiple survivor merger with Atlantic
In LP under Article 6132a, Section 2.11 of the Texas Limited
Partnership Act, and the assets and liabilities of Atlantic Out LP
owned before such merger will be allocated in accordance with the
Texas Limited Partnership Act, with the effect that (i) all assets and
liabilities of Atlantic Out LP going into the MLP or its subsidiaries
will
4
be owned by Atlantic In LP, and (ii) all other assets and liabilities
of Atlantic Out LP will continue to be owned by Atlantic Out LP.
30. Atlantic Refining will merge into Atlantic R&M Out LP under Section
263 of the Delaware Corporation Act and Article 6132a, Section 2.11 of
the Texas Limited Partnership Act, with Atlantic R&M Out LP being the
survivor.
31. Atlantic R&M Out LP will effect a multiple survivor merger with
Atlantic R&M In LP under Article 6132a, Section 2.11 of the Texas
Limited Partnership Act, and the assets and liabilities of Atlantic
R&M Out LP owned before such merger will be allocated in accordance
with the Texas Limited Partnership Act, with the effect that (i) all
assets and liabilities of Atlantic R&M Out LP going into the MLP or
its subsidiaries will be allocated to Atlantic R&M In LP, and (ii) all
other assets and liabilities of Atlantic R&M Out LP will continue to
be owned by Atlantic R&M Out LP.
32. R&M will convey its assets going into the MLP and its subsidiaries to
R&M In LP as a capital contribution, with R&M In LP assuming the
related liabilities (99.99% for itself and .01% on behalf of R&M In
LLC).
33. Sun Pipeline LP, Services LP, Michigan In LLC, Mid-Con In LLC,
Atlantic In LP, Atlantic R&M In LP and R&M In LP (collectively, the
"Entities") will distribute to their respective owners in proportion
--------
to their respective ownership interest an aggregate of $[ ]
million in receivables and crude oil inventory valued at
$[ million], and GP LLC, Atlantic In LLC, Pipe Line GP LLC and R&M
In LLC, in turn, will distribute all assets they receive from the
Entities to their respective owners.
34. Any amounts owed by the Entities to Sunoco Affiliates (as defined
below) will be canceled by the respective Affiliates.
35. The following contributions will be made to Sunoco GP: (a) Sun
Delaware will contribute all of its interest in GP LLC, Services LP,
Michigan In LLC, Explorer Pipeline Company, a Delaware corporation,
and Mid-Con In LLC and will retain a [ ]% membership interest in
Sunoco GP; (b) Sun Texas will contribute all of its interest in Pipe
Line GP LLC and Sun Pipeline LP in exchange for a [ ]% membership
interest in Sunoco GP; (c) R&M will contribute all of its interest in
R&M In LLC and R&M In LP in exchange for a [ ]% membership interest
in Sunoco GP; and (d) Petroleum will contribute all of its interest in
Atlantic In LLC, Atlantic In LP and Atlantic R&M In LP in exchange for
a [ ]% membership interest in Sunoco GP.
36. Sunoco GP will contribute all of the membership and partnership
interests conveyed to it in the immediately preceding paragraph 35 to
the MLP in exchange for (a) a continuation of its 2% general partner
interest in the MLP (and its Incentive Distribution Rights), (b)
[ ] Common Units (as defined below) representing limited
partner interests in the MLP, which equal a [ ]% limited
5
partner interest in the MLP, (c) [ ] Subordinated Units representing
limited partner interests in the MLP which equal a 49% limited partner
interest in the MLP, and (d) a special limited partnership interest
(the "Sunoco GP Special LP Interest") giving Sunoco GP the right to
-----------------------------
receive $247 million in cash from the MLP (upon redemption of the
Sunoco GP Special LP Interest). The public, through the Underwriters,
will contribute $[ ] million in exchange for [ ] Common Units
representing a [ ]% interest in the MLP.
37. The MLP will pay the underwriting discounts and offering expenses
incurred by the MLP in connection with the initial public offering
(the "Offering") of the Common Units (collectively, the "Offering
-------- --------
Costs"), estimated to be $[ ] million.
-----
38. R&M In LLC, Pipe Line GP LLC and Atlantic In LLC will merge into GP
LLC under Section 18-209 of the Delaware Limited Liability Company Act
(the "Delaware LLC Act") with GP LLC being the survivor.
----------------
39. The MLP will contribute to the Entities the cash (estimated to be $[ ]
million) remaining (after the payment of the Offering Costs) from the
sale of the Common Units to the public to be used by the Entities as
working capital (beneficially, .01% on behalf of GP LLC as to the
Entities that are limited partnerships).
40. The MLP will contribute its direct ownership interests in the Entities
to the OLP (i) in exchange for a special limited partnership interest
(the "MLP Special LP Interest") in the OLP giving the MLP only the
-----------------------
right to receive $247 million in cash from the OLP upon redemption of
the MLP Special LP Interest), and (ii) as a capital contribution on
its behalf (99.99%) and on behalf of GP LLC (.01%).
41. GP LLC will contribute to OLP GP LLC its .01% general partner interest
in each of (a) R&M In LP, (b) Sun Pipeline LP, (c) Atlantic In LP, (d)
Atlantic R&M In LP and (e) Services LP as a capital contribution and,
in turn, GP LLC will contribute its interest in OLP GP LLC to the OLP
as a capital contribution.
42. The OLP will borrow $[ ] million on a recourse basis from the sale of
its [ ]% Senior Notes, due [ ] and the following shall occur: (a) the
OLP will distribute the proceeds to the MLP in redemption of the MLP
Special LP Interest, and (b) the MLP will distribute such proceeds to
Sunoco GP in redemption of the Sunoco GP Special LP Interest.
43. Sunoco GP will (a) distribute $[ ]of such $247 million to its members
in the following amounts: (i) $[ ] to Sun Texas, (ii) $[ ] to Sun
Delaware, (iii) $[ ] to R&M, and (iv) $[ ] to Petroleum and (b) will
lend $[ ] to Sunoco and affiliates. The MLP will redeem the limited
partner interest in the MLP owned by Sun Delaware for $980.
44. In connection with the Offering, the underwriters (the "Underwriters")
------------
have been granted a 30-day option to purchase up to 750,000 Common
Units (the "Option").
------
6
45. Sun Delaware will contribute to Sun Texas all of the outstanding
common stock it owns of West Texas Gulf Pipe Line Company, a Delaware
corporation, and Inland Corporation, a Delaware corporation, as a
capital contribution.
46. Petroleum will form Delaware to which it will contribute its note
receivable in the amount of $[ ] in exchange for all of the capital
stock of Delaware.
47. Services LP, Atlantic In LP, Michigan In LLC and Mid-Con In LLC will
merge into Sun Pipeline LP under Section 17-211 of the Delaware
Limited Partnership Act, Article 10.01 of the Texas LLC Act and
Article 6132a, Section 2.11 of the Texas Limited Partnership Act, with
Sun Pipeline LP being the survivor.
48. Atlantic R&M In LP will merge into R&M In LP under Article 6132a,
Section 2.11 of the Texas Limited Partnership Act and Section 17-211
of the Delaware Limited Partnership Act.
49. Sun Pipeline LP will effect a multiple survivor merger with R&M In LP
under Article 6132a, Section 2.11 of the Texas Limited Partnership Act
and certain of its terminal assets located in Inkster, Michigan,
Nederland, Texas, and Fort Mifflin, Pennsylvania, owned before such
merger will be allocated to R&M In LP in accordance with the Texas
Limited Partnership Act and all other assets owned by Sun Pipeline LP
will continue to be owned by Sun Pipeline LP.
50. The agreements of limited partnership of each of the following will be
amended and restated to reflect the applicable matters set forth above
and in Articles II and IV of this Agreement (as defined below):
(a) the MLP;
(b) the OLP;
(c) Sun Pipeline LP;
(d) Atlantic In LP;
(e) Atlantic R&M In LP;
(f) Services LP; and
(g) R&M In LP.
51. The limited liability company agreements of each of the following will
be amended to reflect the applicable matters set forth in Articles II
and IV of this Agreement:
(a) GP LLC;
(b) OLP GP LLC;
7
(c) Services Out LLC;
(d) Atlantic In LLC;
(e) Pipe Line GP LLC; and
(f) R&M In LLC.
52. The regulations of each of the following limited liability companies
will be amended to reflect the applicable matters set forth in Article
II and IV of this Agreement:
(a) Mid-Con In LLC; and
(b) Michigan In LLC.
NOW, THEREFORE, in consideration of their mutual undertakings and
agreements hereunder, the parties to this Agreement undertake and agree as
follows:
ARTICLE I
Definitions; Schedules; Recordation
1.1 Definitions. The following capitalized terms have the meanings given
-----------
below.
"Acts" shall mean collectively the Delaware Limited Partnership Act,
----
the Delaware LLC Act, the Delaware Corporation Act, the Michigan Corporation
Act, the Oklahoma Corporation Act, the Pennsylvania LLC Act, the Pennsylvania
Corporation Law, the Texas Limited Partnership Act, the Texas LLC Act and the
Texas Corporation Act.
"Affiliate" has the meaning assigned to such term in the Partnership
---------
Agreement.
"Agreement" means this Contribution, Conveyance and Assumption
---------
Agreement.
"Atlantic" has the meaning assigned to such term in the first
--------
paragraph of this Agreement.
"Atlantic In LLC" has the meaning assigned to such term in the first
---------------
paragraph of this Agreement.
"Atlantic In LP" has the meaning assigned to such term in the first
--------------
paragraph of this Agreement.
"Atlantic In LP Assets" has the meaning assigned to such term in
---------------------
Section 2.15.
"Atlantic In LP Liabilities" means all obligations and liabilities
--------------------------
associated with the Atlantic In LP Assets.
"Atlantic In LP Receivables and Inventory" has the meaning assigned to
----------------------------------------
such term in Section 2.19.
8
"Atlantic Out LLC" has the meaning assigned to such term in the first
----------------
paragraph of this Agreement.
"Atlantic Out LP" has the meaning assigned to such term in the first
---------------
paragraph of this Agreement.
"Atlantic Out LP Assets" has the meaning assigned to such term in
----------------------
Section 2.15.
"Atlantic Out LP Liabilities" means all obligations and liabilities
---------------------------
associated with the Atlantic Out LP Assets.
"Atlantic R&M In LP" has the meaning assigned to such term in the
------------------
first paragraph of this Agreement.
"Atlantic R&M In LP Assets" has the meaning assigned to such term in
-------------------------
Section 2.17.
"Atlantic R&M In LP Liabilities" means all obligations and liabilities
------------------------------
associated with the Atlantic R&M In LP Assets.
"Atlantic R&M In LP Receivables and Inventory" has the meaning
--------------------------------------------
assigned to such term in Section 2.19.
"Atlantic R&M Out LP" has the meaning assigned to such term in the
-------------------
first paragraph of this Agreement.
"Atlantic R&M Out LP Assets" has the meaning assigned to such term in
--------------------------
Section 2.17.
"Atlantic R&M Out LP Liabilities" means all obligations and
-------------------------------
liabilities associated with the Atlantic R&M Out LP Assets.
"Atlantic Refining" has the meaning assigned to such term in the first
-----------------
paragraph of this Agreement.
"▇▇▇▇▇▇" has the meaning assigned to such term in the first paragraph
------
of this Agreement.
"Common Units" has the meaning assigned to such term in the
------------
Partnership Agreement.
"Conveyed Assets" has the meaning assigned to such term in Section
---------------
5.3.
"Delaware" has the meaning assigned to such term in the first
--------
paragraph of this Agreement.
"Delaware Corporation Act" has the meaning assigned to such term in
------------------------
the Recitals of this Agreement.
9
"Delaware LLC Act" has the meaning assigned to such term in the
----------------
Recitals of this Agreement.
"Delaware Limited Partnership Act" has the meaning assigned to such
--------------------------------
term in the Recitals to this Agreement.
"Effective Time" means 12:01 a.m. Eastern Standard Time on , 2002.
--------------
"Entities" has the meaning assigned to such term in the Recitals to
--------
this Agreement.
"FERC" means the Federal Energy Regulatory Commission.
----
"GP LLC" has the meaning assigned to such term in the first paragraph
------
of this Agreement.
"GP LLC Aggregate Interests" has the meaning assigned to such term in
--------------------------
Section 2.32.
"GP LLC Aggregate Liabilities" shall mean all of the obligations under
----------------------------
the applicable limited partnership agreements relating to the GP LLC Aggregate
Interests.
"GP LLC's Interest in OLP GP LLC" has the meaning assigned to such
-------------------------------
term in Section 2.33.
"GP LLC's Interest in OLP GP LLC Liabilities" shall mean all of the
-------------------------------------------
obligations under the applicable limited liability company agreement relating to
GP LLC's Interest in OLP GP LLC.
"GP LLC Interest in Services Out LLC" has the meaning assigned to such
-----------------------------------
term in Section 2.9.
"GP LLC Interest in Services Out LLC Liabilities" shall mean all of
-----------------------------------------------
the obligations under the limited liability company agreement of Services Out
LLC that relate to the GP LLC Interest in Services Out LLC.
"Incentive Distribution Rights" has the meaning assigned to such term
-----------------------------
in the Partnership Agreement.
"LA LLC" has the meaning assigned to such term in the first paragraph
------
of this Agreement.
"Laws" means any and all laws, statutes, ordinances, rules or
----
regulations promulgated by a governmental authority, orders of a governmental
authority, judicial decisions, decisions of arbitrators or determinations of any
governmental authority or court.
"Michigan" has the meaning assigned to such term in the first
--------
paragraph of this Agreement.
10
"Michigan Corporation Act" has the meaning assigned to such term in
------------------------
the Recitals of this Agreement.
"Michigan In LLC" has the meaning assigned to such term in the first
---------------
paragraph of this Agreement.
"Michigan In LLC Assets" has the meaning assigned to such term in
----------------------
Section 2.11.
"Michigan In LLC Liabilities" means all of the obligations and
---------------------------
liabilities associated with the Michigan In LLC Assets.
"Michigan In LLC Receivables and Inventory" has the meaning assigned
-----------------------------------------
to such term in Section 2.19.
"Michigan Texas" has the meaning assigned to such term in the first
--------------
paragraph of this Agreement.
"Michigan Texas Assets" has the meaning assigned to such term in
---------------------
Section 2.11.
"Michigan Texas Liabilities" means all of the obligations and
--------------------------
liabilities associated with the Michigan Texas Assets.
"Mid-Con" has the meaning assigned to such term in the first paragraph
-------
of this Agreement.
"Mid-Con Texas" has the meaning assigned to such term in the first
-------------
paragraph of this Agreement.
"Mid-Con Texas Assets" has the meaning assigned to such term in
--------------------
Section 2.13.
"Mid-Con Texas Liabilities" means all of the obligations and
-------------------------
liabilities associated with the Mid-Con Texas Assets.
"Mid-Con In LLC" has the meaning assigned to such term in the first
--------------
paragraph of this Agreement.
"Mid-Con In LLC Assets" has the meaning assigned to such term in
---------------------
Section 2.13.
"Mid-Con In LLC Liabilities" means all of the obligations and
--------------------------
liabilities associated with the Mid-Con In LLC Assets.
"Mid-Con In LLC Receivables and Inventory" has the meaning assigned to
----------------------------------------
such term in Section 2.19.
"MLP" has the meaning assigned to such term in the first paragraph of
---
this Agreement.
"MLP Aggregate Interests" has the meaning assigned to such term in
-----------------------
Section 2.31.
11
"MLP Aggregate Liabilities" shall mean all of the obligations under
-------------------------
the applicable regulations and the limited partnership agreement relating to the
MLP Aggregate Interests.
"MLP Special LP Interest" has the meaning assigned to such term in the
-----------------------
Recitals to this Agreement.
"Offering" has the meaning assigned to such term in the Recitals of
--------
this Agreement.
"Offering Costs" has the meaning assigned to such term in the Recitals
--------------
to this Agreement.
"Oklahoma Corporation Act" has the meaning assigned to such term in
------------------------
the Recitals to this Agreement.
"OLP" has the meaning assigned to such term in the first paragraph of
---
this Agreement.
"OLP GP LLC" has the meaning assigned to such term in the first
----------
paragraph of this Agreement.
"Omnibus Agreement" means the Omnibus Agreement dated of even date
-----------------
herewith, by and among [Sunoco, R&M, Sun Delaware, Petroleum, the MLP, the OLP
and Sunoco GP.]
"Option" has the meaning assigned to such term in the Recitals of this
------
Agreement.
"Partnership Entities" has the meaning assigned to such term in the
--------------------
Omnibus Agreement.
"Partnership Agreement" shall mean the First Amended and Restated
---------------------
Agreement of Limited Partnership of the MLP, as it may be amended and restated
from time to time.
"Pennsylvania Corporation Law" has the meaning assigned to such term
----------------------------
in the Recitals of this Agreement.
"Pennsylvania LLC Act" has the meaning assigned to such term in the
--------------------
Recitals of this Agreement.
"Petroleum" has the meaning assigned to such term in the first
---------
paragraph of this Agreement.
"Petroleum Aggregate Interests" has the meaning assigned to such term
-----------------------------
in Section 2.25.
12
"Petroleum Aggregate Interests Liabilities" shall mean all of the
-----------------------------------------
obligations under the applicable limited liability company agreement and the
limited partnership agreement relating to the Petroleum Aggregate Interests.
"Pipe Line" has the meaning assigned to such term in the first
---------
paragraph of this Agreement.
"Pipe Line GP LLC" has the meaning assigned to such term in the first
----------------
paragraph of this Agreement.
"Real Property" has the meaning assigned to such term in Section 5.3.
-------------
"Reserved Assets" has the meaning assigned to such term in Section
---------------
5.3.
"Restriction" has the meaning assigned to such term in Section 8.2.
-----------
"Restriction-Asset" has the meaning assigned to such term in Section
-----------------
8.2.
"R&M" has the meaning assigned to such term in the first paragraph of
---
this Agreement.
"R&M Aggregate Interests" has the meaning assigned to such term in
-----------------------
Section 2.24.
"R&M Aggregate Interests Liabilities" shall mean all of the
-----------------------------------
obligations under the applicable limited liability company agreement and the
limited partnership agreement that relate to the R&M Aggregate Interests.
"R&M In LLC" has the meaning assigned to such term in the first
----------
paragraph of this Agreement.
"R&M In LP" has the meaning assigned to such term in the first
---------
paragraph of this Agreement.
"R&M In LP Assets" has the meaning assigned to such term in Section
----------------
2.18.
"R&M In LP Additional Assets" has the meaning assigned to such term in
---------------------------
Section 2.43.
"R&M In LP Additional Liabilities" means all of the obligations and
--------------------------------
liabilities associated with the R&M In LP Additional Assets.
"R&M In LP Liabilities" means all of the obligations and liabilities
---------------------
associated with the R&M In LP Assets.
"R&M In LP Receivables and Inventory" has the meaning assigned to such
-----------------------------------
term in Section 2.19.
13
"Registration Statement" means the registration statement on Form S-1
----------------------
filed by the MLP relating to the Offering.
"Services" has the meaning assigned to such term in the first
--------
paragraph of this Agreement.
"Services LP" has the meaning assigned to such term in the first
-----------
paragraph of this Agreement.
"Services LP/GP LLC Interest in Services Out LLC" has the meaning
-----------------------------------------------
assigned to such term in Section 2.8.
"Services LP/GP LLC Interest in Services Out LLC Liabilities" means
-----------------------------------------------------------
all of the obligations under the limited liability company agreement of Services
Out LLC that relate to the Services LP/GP LLC Interest in Services Out LLC.
"Services LP/Sun Delaware Interest in Services Out LLC" has the
-----------------------------------------------------
meaning assigned to such term in Section 2.7.
"Services LP/Sun Delaware Interest in Services Out LLC Liabilities"
-----------------------------------------------------------------
means all of the obligations under the limited liability company agreement of
Services Out LLC that relate to the Services LP/Sun Delaware Interest in
Services Out LLC.
"Services LP Receivables and Inventory" has the meaning assigned to
-------------------------------------
such term in Section 2.19.
"Services Out LLC" has the meaning assigned to such term in the first
----------------
paragraph of this Agreement.
"Services Out LLC Assets" has the meaning assigned to such term in
-----------------------
Section 2.6.
"Services Out LLC Liabilities" means all of the obligations and
----------------------------
liabilities associated with the Services Out LLC Assets.
"Services Stock" has the meaning assigned to such term in Section 2.4.
--------------
"Specific Conveyances" has the meaning assigned to such term in
--------------------
Section 2.44.
"Subordinated Units" has the meaning assigned to such term in the
------------------
Partnership Agreement.
"Sun Delaware" has the meaning assigned to such term in the first
------------
paragraph of this Agreement.
"Sun Delaware Aggregate Interests" has the meaning assigned to such
--------------------------------
term in Section 2.22.
14
"Sun Delaware Liabilities" means all of the obligations under the
------------------------
applied liability company agreement, the limited partnership agreement, the
regulations and the shareholders agreement that relate to the Sun Delaware
Aggregate Interests.
"Sun Delaware Stock" has the meaning assigned to such term in Section
------------------
2.40.
"Sun Delaware Stock Liabilities" shall mean all of the obligations
------------------------------
under the shareholder's agreement relating to the applicable Sun Delaware Stock.
"Sunoco" has the meaning assigned to such term in the first paragraph
------
to this Agreement.
"Sunoco GP" has the meaning assigned to such term in the first
---------
paragraph of this Agreement.
"Sunoco GP Aggregate Interests" has the meaning assigned to such term
-----------------------------
in Section 2.26.
"Sunoco GP Aggregate Liabilities" shall mean all of the obligations
-------------------------------
associated with the Sunoco GP Aggregate Interests.
"Sunoco GP Special LP Interest" has the meaning assigned to such term
-----------------------------
in the Recitals to this Agreement.
"Sun Pipeline LP" has the meaning assigned to such term in the first
---------------
paragraph of this Agreement.
"Sun Pipeline LP Additional Assets" has the meaning assigned to such
---------------------------------
term in Section 2.43.
"Sun Pipeline LP Additional Liabilities" means all of the obligations
--------------------------------------
and liabilities associated with the Sun Pipeline LP Additional Assets.
"Sun Pipeline LP Assets" has the meaning assigned to such term in
----------------------
Section 2.2.
"Sun Pipeline LP Liabilities" means all of the obligations and
---------------------------
liabilities associated with the Sun Pipeline LP Assets.
"Sun Pipeline LP Receivables and Inventory" has the meaning assigned
-----------------------------------------
to such term in Section 2.19.
"Sun Texas" has the meaning assigned to such term in the first
---------
paragraph of this Agreement.
"Sun Texas Assets" has the meaning assigned to such term in Section
----------------
2.2.
"Sun Texas Liabilities" means all of the obligations and liabilities
---------------------
associated with the Sun Texas Assets.
15
"Sun Texas Aggregate Interests" has the meaning assigned to such term
-----------------------------
in Section 2.23.
"Sun Texas Aggregate Liabilities" shall mean all of the obligations
-------------------------------
and liabilities of Sun Texas associated with the Sun Texas Aggregate Interests.
"Texas Corporation Act" has the meaning assigned to such term in the
---------------------
Recitals to this Agreement.
"Texas LLC Act" has the meaning assigned to such term in the Recitals
-------------
to this Agreement.
"Texas Limited Partnership Act" has the meaning assigned to such term
-----------------------------
in the Recitals to this Agreement.
"Underwriters" has the meaning assigned to such term in the Recitals
------------
to this Agreement.
1.2 Schedules. The following schedules are attached hereto:
---------
(a) Schedule 2.2(a) - List of Sun Pipeline LP Assets
(b) Schedule 2.6 - List of Services Out LLC Assets
(c) Schedule 2.11(a) - List of Michigan In LLC Assets
(d) Schedule 2.13(a) - List of Mid-Con In LLC Assets
(e) Schedule 2.15(a) - List of Atlantic In LP Assets
(f) Schedule 2.17(a) - List of Atlantic R&M In LP Assets
(g) Schedule 2.18 - List of R&M In LP Assets
(h) Schedule 2.19(a) - List of Sun Pipeline LP Receivables and
Inventory
(i) Schedule 2.19(b) - List of Services LP Receivables and
Inventory
(j) Schedule 2.19(c) - List of Michigan In LLC Receivables and
Inventory
(k) Schedule 2.19(d) - List of Mid-Con In LLC Receivables and
Inventory
(l) Schedule 2.19(e) - List of Atlantic In LP Receivables and
Inventory
(m) Schedule 2.19(f) - List of Atlantic R&M In LP Receivables
and Inventory
(n) Schedule 2.19(g) - List of R&M In LP Receivables and
Inventory
(o) Schedule 2.21 - List of Outstanding Indebtedness owed by the
Entities to Sunoco affiliates
(p) Schedule 2.43 - List of R&M In LP Additional Assets
1.3 Recordation of Evidence of Ownership of Assets. In connection with the
----------------------------------------------
conversions and mergers under the applicable Acts that are referred to in the
recitals to this Agreement, the parties to this Agreement acknowledge that
certain jurisdictions in which the assets of the applicable parties to such
conversions and mergers are located may require that documents be recorded by
the entities resulting from such conversions and mergers in order to evidence
title in such entities. All such documents shall evidence such new ownership and
are not intended to modify, and shall not modify, any of the terms, covenants
and conditions herein set forth.
16
ARTICLE II
Concurrent Transactions
2.1 Merger of Pipe Line into Sun Texas. Pipe Line has merged into Sun
----------------------------------
Texas, with Sun Texas being the survivor but having the name of [Sun Pipe Line
Company].
2.2 Allocation of Assets pursuant to Multiple Survivor Merger of Sun Texas
----------------------------------------------------------------------
and Sun Pipeline LP. Sun Texas and Sun Pipeline LP have merged under Article
-------------------
5.01 of the Texas Corporation Act and Article 6132a, Section 2.11 of the Texas
Limited Partnership Act, and the assets of Sun Texas prior to such merger have
been allocated to Sun Texas and Sun Pipeline LP in accordance with the Texas
Corporation Act and the Texas Limited Partnership Act in the following manner:
(a) All of the assets described on Schedule 2.2(a) (the "Sun Pipeline
------------
LP Assets") are owned by Sun Pipeline LP.
---------
(b) All of the assets owned by Sun Texas prior to such merger that do
not constitute Sun Pipeline LP Assets (the "Sun Texas Assets") continue to be
----------------
owned by Sun Texas.
2.3 Merger of Borger into Services. Borger has merged into Services.
------------------------------
2.4 Contribution of Services Common Stock by Sun Delaware to GP LLC. Sun
---------------------------------------------------------------
Delaware hereby grants, contributes, transfers, assigns and conveys to GP LLC,
its successors and assigns, for its and their own use forever, all right, title
and interest in and to .01% of the issued and outstanding common stock of
Services equal to [ / th] of one share of such common stock (the "Services
--------
Stock"), and GP LLC hereby accepts the Services Stock as an additional
-----
contribution to the capital of GP LLC.
TO HAVE AND TO HOLD the Services Stock unto GP LLC, its successors and
assigns, together with all and singular the rights and appurtenances thereto in
anywise belonging, subject, however, to the terms and conditions stated in this
Agreement, forever.
2.5 Conversion of Services to Services LP. Services has adopted articles
-------------------------------------
of conversion and has converted to Services LP, having (a) GP LLC as the general
partner owning a 0.01% general partner interest and (b) Sun Delaware as the
limited partner owning a 99.99% limited partner interest.
2.6 Contribution and Conveyance by Services LP to Services Out LLC of the
---------------------------------------------------------------------
Services Out LLC Assets. Services LP hereby grants, contributes, transfers,
-----------------------
assigns and conveys to Services Out LLC, its successors and assigns, for its and
their own use forever, all right, title and interest of Services LP in and to
all of the assets described on Schedule 2.6 (the "Services Out LLC Assets"), and
-----------------------
Services Out LLC hereby accepts the Services Out LLC Assets, as a contribution
to the capital of Services Out LLC, 99.99% on behalf of Services LP and 0.01% on
behalf of GP LLC, subject to all matters to be contained in the instruments of
conveyance covering the Services Out LLC Assets to evidence such contribution
and conveyance.
TO HAVE AND TO HOLD the Services Out LLC Assets unto Services Out LLC, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in
17
anywise belonging, subject, however, to the terms and conditions stated in this
Agreement, and in such instruments of conveyance forever.
2.7 Distribution by Services LP to Sun Delaware of Interest in Services
-------------------------------------------------------------------
Out LLC. Services LP hereby grants, distributes, transfers, assigns and conveys
-------
to Sun Delaware, its successors and assigns, for its and their own use forever,
99.99% of all of Services LP's membership interest in Services Out LLC, being a
[ ]% membership interest hereby conveyed (the "Services LP/Sun Delaware Interest
---------------------------------
in Services Out LLC"), and Sun Delaware hereby accepts the Services LP/Sun
-------------------
Delaware Interest in Services Out LLC.
TO HAVE AND TO HOLD the Services LP/Sun Delaware Interest in Services Out
LLC unto Sun Delaware, its successors and assigns, together with all and
singular the rights and appurtenances thereto in anywise belonging, subject,
however, to the terms and conditions stated in this Agreement, forever.
2.8 Distribution by Services LP to GP LLC of Interest in Services Out LLC.
---------------------------------------------------------------------
Services LP hereby grants, distributes, transfers, assigns and conveys to GP
LLC, its successors and assigns, for its own use forever, .01% of all of
Services LP's membership interest in Services Out LLC, being a [ ]% membership
interest hereby conveyed (the "Services LP/GP LLC Interest in Services Out
-------------------------------------------
LLC"), and GP LLC hereby accepts the Services LP/GP LLC Interest in Services Out
---
LLC.
TO HAVE AND TO HOLD the Services LP/GP LLC Interest in Services Out LLC
unto GP LLC, its successors and assigns, together with all and singular the
rights and appurtenances thereto in anywise belonging, subject, however, to the
terms and conditions stated in this Agreement, forever.
2.9 Distribution by GP LLC to Sun Delaware of Membership Interest in
----------------------------------------------------------------
Services Out LLC. GP LLC hereby grants, distributes, transfers, assigns and
----------------
conveys to Sun Delaware, its successors and assigns, for its own use forever,
.01% of all of GP LLC's membership interest in Services Out LLC, being a [ ]%
membership interest hereby conveyed (the "GP LLC Interest in Services Out LLC"),
-----------------------------------
and Sun Delaware hereby accepts the GP LLC Interest in Services Out LLC.
TO HAVE AND TO HOLD the GP LLC Interest in Services Out LLC unto GP LLC,
its successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
2.10 Merger of Michigan into Michigan Texas. Michigan has merged into
--------------------------------------
Michigan Texas.
2.11 Allocation of Assets pursuant to Multiple Survivor Merger of Michigan
---------------------------------------------------------------------
Texas and Michigan In LLC. Michigan Texas and Michigan In LLC have merged under
-------------------------
Article 10.01 of the Texas LLC Act, and the assets of Michigan Texas prior to
such merger have been allocated to Michigan Texas and Michigan In LLC in
accordance with the Texas LLC Act in the following manner:
18
(a) All of the assets described on Schedule 2.11(a) (the "Michigan In
-----------
LLC Assets") are owned by Michigan In LLC.
----------
(b) All of the assets owned by Michigan Texas prior to such merger
that do not constitute part of the Michigan In LLC Assets (the "Michigan Texas
--------------
Assets") continue to be owned by Michigan Texas.
------
2.12 Merger of Mid-Con into Mid-Con Texas. Mid-Con has merged into Mid-Con
------------------------------------
Texas.
2.13 Allocation of Assets pursuant to Multiple Survivor Merger of Mid-Con
--------------------------------------------------------------------
Texas and Mid-Con In LLC. Mid-Con Texas and Mid-Con In LLC have merged under
------------------------
Article 10.01 of the Texas LLC Act, and the assets of Mid-Con Texas prior to
such merger have been allocated to Mid-Con Texas and Mid-Con In LLC in
accordance with the Texas LLC Act in the following manner:
(a) All of the assets described on Schedule 2.13(a) (the "Mid-Con In
----------
LLC Assets") are owned by Mid-Con In LLC.
----------
(b) All of the assets owned by Mid-Con Texas prior to such merger
that do not constitute part of the Mid-Con In LLC Assets (the "Mid-Con Texas
-------------
Assets") continue to be owned by Mid-Con Texas.
------
2.14 Merger of Atlantic into Atlantic Out LP. Atlantic has merged into
---------------------------------------
Atlantic Out LP.
2.15 Allocation of Assets pursuant to Multiple Survivor Merger of Atlantic
---------------------------------------------------------------------
Out LP and Atlantic In LP. Atlantic Out LP and Atlantic In LP have merged under
-------------------------
Article 6132a, Section 2.11 of the Texas Limited Partnership Act, and the assets
of Atlantic Out LP prior to such merger have been allocated to Atlantic Out LP
and Atlantic In LP in accordance with the Texas Limited Partnership Act in the
following manner:
(a) All of the assets described on Schedule 2.15(a) (the "Atlantic In
-----------
LP Assets") are owned by Atlantic In LP.
---------
(b) All of the assets owned by Atlantic Out LP prior to such merger
that do not constitute part of the Atlantic In LP Assets (the "Atlantic Out LP
---------------
Assets") continue to be owned by Atlantic Out LP.
------
2.16 Merger of Atlantic Refining into Atlantic R&M Out LP. Atlantic
----------------------------------------------------
Refining has merged into Atlantic R&M Out LP.
2.17 Allocation of Assets pursuant to Multiple Survivor Merger of Atlantic
---------------------------------------------------------------------
R&M Out LP and Atlantic R&M In LP. Atlantic R&M Out LP and Atlantic R&M In LP
---------------------------------
have merged under Article 6132a, Section 2.11 of the Texas Limited Partnership
Act, and the assets of Atlantic R&M Out LP prior to such merger have been
allocated to Atlantic R&M Out LP and Atlantic R&M In LP in accordance with the
Texas Limited Partnership Act in the following manner:
19
(a) All of the assets described on Schedule 2.17(a) (the "Atlantic
--------
R&M In LP Assets") are owned by Atlantic R&M In LP.
----------------
(b) All of the assets owned by Atlantic R&M Out LP prior to such
merger that do not constitute part of the Atlantic R&M In LP Assets (the
"Atlantic R&M Out LP Assets") continue to be owned by Atlantic R&M Out LP.
--------------------------
2.18 Contribution and Conveyance by R&M to R&M In LP of the R&M In LP
----------------------------------------------------------------
Assets. R&M hereby grants, contributes, transfers, assigns and conveys to R&M In
------
LP, its successors and assigns, for its and their own use forever, all right,
title and interest of R&M in and to all of the assets described on Schedule 2.18
(the "R&M In LP Assets"), 99.99% on behalf of R&M and 0.01% on behalf of R&M In
----------------
LLC, and R&M In LP hereby accepts the R&M In LP Assets, as a contribution to the
capital of R&M In LP, subject to all matters to be contained in the instruments
of conveyance covering the R&M In LP Assets to evidence such contribution and
conveyance.
TO HAVE AND TO HOLD the R&M In LP Assets unto R&M In LP, its successors and
assigns, together with all and singular the rights and appurtenances thereto in
anywise belonging, subject, however, to the terms and conditions stated in this
Agreement and in such instruments of conveyance, forever.
2.19 Distribution by the Entities of Certain Receivables and Crude Oil
-----------------------------------------------------------------
Inventory. The Entities hereby make the following distributions to their
---------
respective owners:
(a) Sun Pipeline LP hereby makes a distribution to, and hereby
assigns and transfers to, Sun Texas and Pipeline GP LLC, in 99.99% and 0.01%
undivided interests, respectively, the receivables and crude oil inventory
listed on Schedule 2.19(a) (the "Sun Pipeline LP Receivables and Inventory").
-----------------------------------------
(b) Services LP hereby makes a distribution to, and hereby assigns
and transfers to, Sun Delaware and GP LLC, in 99.99% and 0.01% undivided
interests, respectively, the receivables and crude oil inventory listed on
Schedule 2.19(b) (the "Services LP Receivables and Inventory").
-------------------------------------
(c) Michigan In LLC hereby makes a distribution to, and hereby
assigns and transfers to, Sun Delaware, 100% of the receivables and crude oil
inventory listed on Schedule 2.19(c) (the "Michigan In LLC Receivables and
-------------------------------
Inventory").
---------
(d) Mid-Con In LLC hereby makes a distribution to, and hereby assigns
and transfers to, Sun Delaware, 100% of the receivables and crude oil inventory
listed on Schedule 2.19(d) (the "Mid-Con In LLC Receivables and Inventory").
----------------------------------------
(e) Atlantic In LP hereby makes a distribution to, and hereby assigns
and transfers to, Atlantic In LLC and Petroleum, in 0.01% and 99.99% undivided
interests, respectively, the receivables and crude oil inventory listed on
Schedule 2.19(e) (the "Atlantic In LP Receivables and Inventory").
----------------------------------------
20
(f) Atlantic R&M In LP hereby makes a distribution to, and hereby
assigns and transfers to, Atlantic In LLC and Petroleum, in 0.01% and 99.99%
undivided interests, respectively, the receivables and crude oil inventory
listed on Schedule 2.19(f) (the "Atlantic R&M In LP Receivables and Inventory").
--------------------------------------------
(g) R&M In LP hereby makes a distribution to, and hereby assigns and
transfers to, R&M and R&M In LLC, in 99.99% and 0.01% undivided interests,
respectively, the receivables and crude oil inventory listed on Schedule 2.19(g)
(the "R&M In LP Receivables and Inventory").
-----------------------------------
2.20 Further Distribution of Certain Receivables and Crude Oil Inventory.
-------------------------------------------------------------------
GP LLC, Atlantic In LLC, Pipe Line GP LLC and R&M In LLC hereby make the
following distributions to their respective owners:
(a) GP LLC hereby makes a distribution to, and hereby assigns and
transfers to, Sun Delaware its 0.01% undivided interest in the Services LP
Receivables and Inventory.
(b) Atlantic In LLC hereby makes a distribution to, and hereby
assigns and transfers to, Petroleum its 0.01% undivided interest in the Atlantic
In LP Receivables and Inventory and Atlantic R&M In LP Receivables and
Inventory.
(c) Pipe Line GP LLC hereby makes a distribution to, and hereby
assigns and transfers to, Sun Texas its 0.01% undivided interest in the Sun
Pipeline LP Receivables and Inventory.
(d) R&M In LLC hereby makes a distribution to, and hereby assigns and
transfers to, R&M its 0.01% undivided interest in the R&M In LP Receivables and
Inventory.
2.21 Cancellation of Indebtedness. The parties to this Agreement
----------------------------
acknowledge that all indebtedness owed by the Entities to the respective
affiliates of Sunoco is hereby cancelled including, without limitation, all of
the indebtedness listed on Schedule 2.21.
2.22 Contribution of Interests in GP LLC, Services LP, Michigan In LLC,
------------------------------------------------------------------
Explorer Pipeline Company, and Mid-Con In LLC by Sun Delaware to Sunoco GP. Sun
--------------------------------------------------------------------------
Delaware hereby grants, contributes, transfers, assigns and conveys to Sunoco
GP, its successors and assigns, all of its right, title and interest in and to
(a) its 100% membership interest in GP LLC , (b) its 99.99% limited partner
interest in Services LP, (c) its 9.4% [common/capital] stock interest in
Explorer Pipeline Company, and (d) its 100% membership interest in Mid-Con In
LLC (herein collectively called the "Sun Delaware Aggregate Interests"), and
--------------------------------
Sunoco GP hereby accepts the Sun Delaware Aggregate Interests as a contribution
to the capital of Sunoco GP in exchange for a [ ]% membership interest in Sunoco
GP.
TO HAVE AND TO HOLD the Sun Delaware Aggregate Interests unto Sunoco GP,
its successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
21
2.23 Contribution of Interests in Pipeline GP LLC and Sun Pipeline LP by
-------------------------------------------------------------------
Sun Texas to Sunoco GP. Sun Texas hereby grants, contributes, transfers, assigns
----------------------
and conveys to Sunoco GP, its successors and assigns, all of its right, title
and interest in and to (a) its 100% membership interest in Pipe Line GP LLC and
(b) its 99.99% limited partner interest in Sun Pipeline LP (herein collectively
called the "Sun Texas Aggregate Interests"), and Sunoco GP hereby accepts the
-----------------------------
Sun Texas Aggregate Interests as a contribution to the capital of Sunoco GP in
exchange for a [ ]% membership interest.
TO HAVE AND TO HOLD the Sun Texas Aggregate Interests unto Sunoco GP, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
2.24 Contribution of Interests in R&M In LLC and R&M In LP by R&M to Sunoco
----------------------------------------------------------------------
GP. R&M hereby grants, contributes, transfers, assigns and conveys to Sunoco GP,
--
its successors and assigns, all of its right, title and interest in and to (a)
its 100% membership interest in R&M In LLC and (b) its 99.99% limited partner
interest in R&M In LP (herein collectively called the "R&M Aggregate
-------------
Interests"), and Sunoco GP hereby accepts the R&M Aggregate Interests as a
---------
contribution to the capital of Sunoco GP in exchange for a [ ]% membership
interest.
TO HAVE AND TO HOLD the R&M Aggregate Interests unto Sunoco GP, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
2.25 Contribution of Interests in Atlantic In LLC, Atlantic In LP and
----------------------------------------------------------------
Atlantic R&M In LP by Petroleum to Sunoco GP. Petroleum hereby grants,
--------------------------------------------
contributes, transfers, assigns and conveys to Sunoco GP, its successors and
assigns, all of its right, title and interest in and to (a) its 100% membership
interest in Atlantic In LLC, (b) its 99.99% limited partner interest in Atlantic
In LP, and (c) its 0.01% general partner interest in Atlantic R&M In LP (herein
collectively called the "Petroleum Aggregate Interests"), and Sunoco GP hereby
-----------------------------
accepts the Petroleum Aggregate Interests as a contribution to the capital of
Sunoco GP in exchange for a [ ]% membership interest.
TO HAVE AND TO HOLD the Petroleum Aggregate Interests unto Sunoco GP, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
2.26 Contribution of Limited Liability Company Interests and Limited
---------------------------------------------------------------
Partnership Interests by Sunoco GP to the MLP. Sunoco GP hereby grants,
---------------------------------------------
contributes, transfers, assigns and conveys to the MLP, its successors and
assigns, all of the limited liability company membership interests and limited
partnership interests acquired pursuant to Sections 2.22, 2.23, 2.24 and 2.25
constituting the Delaware Aggregate Interests, Sun Texas Aggregate Interests,
R&M Aggregate Interests and the Petroleum Aggregate Interests (herein
collectively called the "Sunoco GP Aggregate Interests"), and the MLP hereby
-----------------------------
accepts the Sunoco GP Aggregate
22
Interests as an additional contribution to the capital of the MLP in exchange
for (a) a continuation of Sunoco GP's 2% general partner interest and its
Incentive Distribution Rights in the MLP, (b) [ ] Common Units representing a
[ %] limited partnership interest in the MLP, (c) [ ] Subordinated Units
representing a [49%] limited partnership interest in the MLP, and (d) the Sunoco
GP Special LP Interest.
TO HAVE AND TO HOLD the Sunoco GP Aggregate Interests unto the MLP its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
2.27 Public Cash Contribution. The parties to this Agreement acknowledge a
------------------------
cash contribution of [$ ] from the public to the MLP in connection with the
Offering in exchange for [ ] Common Units representing a [ %] limited partner
interest in the MLP.
2.28 MLP Receipt of Cash Contribution. The MLP acknowledges receipt of [$ ]
--------------------------------
in cash obtained from the Offering pursuant to Section 2.27 as a capital
contribution to the MLP, and the parties to this Agreement acknowledge that the
MLP has used all of such capital contribution (a) to pay all of the Offering
Costs and (b) to make an additional capital contribution to the Entities as
described in Section 2.30.
2.29 Merger of R&M In LLC, Pipe Line GP LLC and Atlantic In LLC into GP
------------------------------------------------------------------
LLC. R&M In LLC, Pipe Line GP LLC and Atlantic In LLC have merged into GP LLC.
---
2.30 MLP Contribution to the Entities. The parties to this Agreement
--------------------------------
acknowledge the contribution by the MLP to the Entities and the receipt by the
Entities of $[ ] in the following respective amounts:
(a) $[ ] to Sun Pipeline LP on behalf of the MLP as a limited partner
and $[ ] on behalf of GP LLC as a general partner;
(b) $[ ] to Services LP on behalf of the MLP as a limited partner and
$[ ] on behalf of GP LLC as a general partner;
(c) $[ ] to Michigan In LLC;
(d) $[ ] to Mid-Con In LLC;
(e) $[ ] to Atlantic In LP on behalf of the MLP as a limited partner
and $[ ] on behalf of GP LLC as a general partner;
(f) $[ ] to Atlantic R&M In LP on behalf of the MLP as a limited
partner and $[ ] on behalf of GP LLC as a general partner; and
(g) $[ ] to R&M In LP on behalf of the MLP as a limited partner and
$[ ] on behalf of GP LLC as a general partner.
23
2.31 Contribution of Interests in the Entities by the MLP to the OLP. The
---------------------------------------------------------------
MLP hereby grants, contributes, transfers, assigns and conveys to the OLP, its
successors and assigns, all of its right, title and interest in and to the
Entities (being all of the following respective interests which are herein
collectively called the "MLP Aggregate Interests"):
-----------------------
(a) a 99.99% limited partner interest in Sun Pipeline LP;
(b) a 99.99% limited partner interest in Services LP;
(c) a 100% membership interest in Michigan In LLC;
(d) a 100% membership interest in Mid-Con In LLC;
(e) a 99.99% limited partner interest in Atlantic In LP;
(f) a 99.99% limited partner interest in Atlantic R&M In LP; and
(g) a 99.99% limited partner interest in R&M In LP.
The OLP hereby accepts the MLP Aggregate Interests as an additional
contribution to the capital of the OLP (99.99% on behalf of the MLP and .01% on
behalf of GP LLC) in exchange for the issuance of the MLP Special LP Interest to
the MLP.
TO HAVE AND TO HOLD the MLP Aggregate Interests unto the OLP, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
2.32 Contribution of Interests in Certain Entities by GP LLC to OLP GP LLC.
---------------------------------------------------------------------
GP LLC hereby grants, contributes, transfers, assigns and conveys to OLP GP LLC,
its successors and assigns, all of its right, title and interest in and to the
following Entities (being all of the following respective interests which are
herein collectively called the "GP LLC Aggregate Interests"):
--------------------------
(a) a .01% general partner interest in Sun Pipeline LP;
(b) a .01% general partner interest in Services LP;
(c) a .01% general partner interest in Atlantic In LP;
(d) a .01% general partner interest in Atlantic R&M In LP; and
(e) a .01% general partner interest in R&M In LP.
OLP GP LLC hereby accepts the GP LLC Aggregate Interests as an additional
contribution to the capital of OLP GP LLC.
TO HAVE AND TO HOLD the GP LLC Aggregate Interests unto OLP GP LLC, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in
24
anywise belonging, subject, however, to the terms and conditions stated in this
Agreement, forever.
2.33 Contribution of Interest in OLP GP LLC by GP LLC to the OLP. GP LLC
-----------------------------------------------------------
hereby grants, contributes, transfers, assigns and conveys to the OLP, its
successors and assigns, all of its membership interest in OLP GP LLC ("GP LLC's
--------
Interest in OLP GP LLC"), and the OLP hereby accepts GP LLC's Interest in OLP GP
----------------------
LLC as an additional contribution to the capital of the OLP.
TO HAVE AND TO HOLD GP LLC's Interest in OLP GP LLC unto the OLP, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
2.34 Distribution of Proceeds of Indebtedness from the OLP to the MLP. The
----------------------------------------------------------------
parties to this Agreement acknowledge that the OLP has borrowed $[ ] million
through the sale of its [ ]% senior notes due [ ] on a recourse basis and has
distributed all of such sum to the MLP. The MLP hereby acknowledges receipt of
$[ ] million from the OLP in redemption of the MLP Special LP Interest.
2.35 Distribution of Proceeds of Indebtedness from the MLP to Sunoco GP.
------------------------------------------------------------------
The parties to this Agreement acknowledge that the MLP has distributed $[ ]
million to Sunoco GP. Sunoco GP hereby acknowledges receipt of $[ ] million from
the MLP in redemption of the Sunoco GP Special LP Interest.
2.36 Distributions by Sunoco GP to its Members. The parties to this
-----------------------------------------
Agreement acknowledge that Sunoco GP has made the following distributions to its
respective members:
(a) $[ ] to Sun Texas;
(b) $[ ] to Sun Delaware;
(c) $[ ] to R&M; and
(d) $[ ] to Petroleum.
Each of Sun Texas, Sun Delaware, R&M and Petroleum acknowledges receipt of the
respective amount set forth in this Section 2.36.
2.37 Loans from Sunoco GP to Sunoco Affiliates. The parties to this
-----------------------------------------
Agreement acknowledge that Sunoco GP has made the following loans to the
following respective parties:
(a) $[ ] to [ ];
(b) $[ ] to [ ];
(c) $[ ] to [ ]; and
25
(d) $[ ] to [ ].
2.38 Redemption of Sun Delaware's Interest in the MLP by the MLP. For and
-----------------------------------------------------------
in consideration of the payment by the MLP of $980, the MLP hereby redeems all
of Sun Delaware's limited partner interest in the MLP.
2.39 Purchase of Additional Common Units. The Underwriters were granted the
-----------------------------------
Option.
2.40 Contribution of Stock by Sun Delaware to Sun Texas. Sun Delaware
--------------------------------------------------
hereby grants, contributes, transfers and conveys to Sun Texas, its successors
and assigns, all right, title and interest in and to (a) 7,108 shares of the
issued and outstanding common stock of West Texas Gulf Pipe Line Company, being
all of Sun Delaware's interest in West Texas Gulf Pipe Line Company, and (b) 777
shares of the issued and outstanding common stock of Inland Corporation, being
all of Sun Delaware's interest in Inland Corporation (herein collectively called
the "Sun Delaware Stock"), and Sun Texas hereby accepts the Sun Delaware Stock
------------------
as a contribution to the capital of Sun Texas.
TO HAVE AND TO HOLD the Sun Delaware Stock unto Sun Texas, its successors
and assigns, together with all and singular the rights and appurtenances thereto
in anywise belonging, subject, however, to the terms and conditions stated in
this Agreement, forever.
2.41 Merger of Services LP, Atlantic In LP, Michigan In LLC, and Mid-Con In
----------------------------------------------------------------------
LLC into Sun Pipeline LP. Services LP, Atlantic In LP, Michigan In LLC, and
------------------------
Mid-Con In LLC have merged into Sun Pipeline LP.
2.42 Merger of Atlantic R&M In LP into R&M In LP. Atlantic R&M In LP has
-------------------------------------------
merged into R&M In LP.
2.43 Allocation of Assets pursuant to Multiple Survivor Merger of Sun
----------------------------------------------------------------
Pipeline LP and R&M In LP. Sun Pipeline LP and R&M In LP merged under Article
-------------------------
6132a, Section 2.11 of the Texas Limited Partnership Act, and the assets of Sun
Pipeline LP prior to such merger are allocated to Sun Pipeline LP and R&M In LP
in accordance with the Texas Limited Partnership Act in the following manner:
(a) All of the assets described on Schedule 2.43 (the "R&M In LP
---------
Additional Assets") are owned by R&M In LP.
-----------------
(b) All of the assets owned by Sun Pipeline LP prior to such merger
that do not constitute part of the R&M In LP Assets (the "Sun Pipeline LP
---------------
Additional Assets") continue to be owned by Sun Pipeline LP.
-----------------
2.44 Specific Conveyances. To further evidence the asset contributions set
--------------------
forth in Sections 2.6, 2.18 and 2.20 above, each party making such contribution
may have executed and delivered to the party receiving such contribution certain
conveyance, assignment and ▇▇▇▇ of sale instruments (the "Specific
--------
Conveyances"). The Specific Conveyances shall evidence and perfect such sale and
-----------
contribution made by this Agreement and shall not constitute a second conveyance
of any assets or interests therein and shall be subject to the terms of this
Agreement.
26
ARTICLE III
Assumption of Certain Liabilities
3.1 Assumption of Sun Pipeline LP Liabilities and Sun Texas Liabilities.
-------------------------------------------------------------------
In connection with the merger of Sun Texas and Sun Pipeline LP and the
allocation of assets as set forth in Section 2.2 above, the following shall be
applicable:
(a) Sun Pipeline LP hereby assumes and agrees to duly and timely pay,
perform and discharge all of the Sun Pipeline LP Liabilities, to the full extent
that Sun Texas has been heretofore or would have been in the future obligated to
pay, perform and discharge the Sun Pipeline LP Liabilities were it not for such
merger and the execution and delivery of this Agreement; provided, however, that
said assumption and agreement to duly and timely pay, perform and discharge the
Sun Pipeline LP Liabilities shall not (i) increase the obligation of Sun
Pipeline LP with respect to the Sun Pipeline LP Liabilities beyond that of Sun
Texas, (ii) waive any valid defense that was available to Sun Texas with respect
to the Sun Pipeline LP Liabilities or (iii) enlarge any rights or remedies of
any third party under any of the Sun Pipeline LP Liabilities.
(b) Sun Texas hereby assumes and agrees to duly and timely pay,
perform and discharge all of the Sun Texas Liabilities, to the full extent that
Sun Texas has been heretofore or would have been in the future obligated to pay,
perform and discharge the Sun Texas Liabilities were it not for such merger and
the execution and delivery of this Agreement; provided, however, that said
assumption and agreement to duly and timely pay, perform and discharge the Sun
Texas Liabilities shall not (i) increase the obligation of Sun Texas with
respect to the Sun Texas Liabilities beyond that of Sun Texas before such
merger, (ii) waive any valid defense that was available to Sun Texas before such
merger with respect to the Sun Texas Liabilities or (iii) enlarge any rights or
remedies of any third party under any of the Sun Texas Liabilities.
3.2 Assumption of Services Out LLC Liabilities by Services Out LLC. In
--------------------------------------------------------------
connection with the contribution by Services LP of the Services Out LLC Assets
to Services Out LLC, as set forth in Section 2.6 above, Services Out LLC hereby
assumes and agrees (99.99% on behalf of Services LP and 0.01% on behalf of GP
LLC) to duly and timely pay, perform and discharge all of the Services Out LLC
Liabilities, to the full extent that Services LP has been heretofore or would
have been in the future obligated to pay, perform and discharge the Services Out
LLC Liabilities were it not for such contribution and the execution and delivery
of this Agreement; provided, however, that said assumption and agreement to duly
and timely pay, perform and discharge the Services Out LLC Liabilities shall not
(i) increase the obligation of Services Out LLC with respect to the Services Out
LLC Liabilities beyond that of Services LP, (ii) waive any valid defense that
was available to Services LP with respect to the Services Out LLC Liabilities or
(iii) enlarge any rights or remedies of any third party under any of the
Services Out LLC Liabilities.
3.3 Assumption of Services LP/Sun Delaware Interest in Services Out LLC
-------------------------------------------------------------------
Liabilities by Sun Delaware. In connection with the distribution by Services LP
---------------------------
of the Services LP/Sun Delaware Interest in Services Out LLC to Sun Delaware, as
set forth in Section 2.7 above, Sun Delaware, according to the membership
percentage interest in Services Out LLC hereby assumes and agrees to duly and
timely pay, perform and discharge all of the Services LP/Sun Delaware
27
Interest in Services Out LLC Liabilities, to the full extent that Services LP
has been heretofore or would have been in the future obligated to pay, perform
and discharge such obligations and liabilities, were it not for the execution
and delivery of this Agreement; provided, however, that said assumption and
agreement to duly and timely pay, perform and discharge the Services LP/Sun
Delaware Interest in Services Out LLC Liabilities shall not (i) increase the
obligation of Sun Delaware with respect to the Services LP/Sun Delaware Interest
in Services Out LLC Liabilities beyond that of Services LP, (ii) waive any valid
defense that was available to Services LP with respect to the Services LP/Sun
Delaware Interest In Services Out LLC Liabilities or (iii) enlarge any rights or
remedies of any third party under any of the Services LP/Sun Delaware Interest
In Services Out LLC Liabilities.
3.4 Assumption of Services LP/GP LLC Interest in Services Out LLC
-------------------------------------------------------------
Liabilities by GP LLC. In connection with the distribution by Services LP of the
---------------------
Services LP/GP LLC Interest in Services Out LLC to GP LLC, as set forth in
Section 2.8 above, GP LLC, according to the membership percentage interest in
Services Out LLC hereby assumes and agrees to duly and timely pay, perform and
discharge all of the Services LP/GP LLC Interest in Services Out LLC
Liabilities, to the full extent that Services LP has been heretofore or would
have been in the future obligated to pay, perform and discharge such obligations
and liabilities, were it not for the execution and delivery of this Agreement;
provided, however, that said assumption and agreement to duly and timely pay,
perform and discharge the Services LP/GP LLC Interest in Services Out LLC
Liabilities shall not (i) increase the obligation of GP LLC with respect to the
Services LP/GP LLC Interest in Services Out LLC Liabilities beyond that of
Services LP, (ii) waive any valid defense that was available to Services LP with
respect to the Services LP/GP LLC Interest in Services Out LLC Liabilities or
(iii) enlarge any rights or remedies of any third party under any of the
Services LP/GP LLC Interest in Services Out LLC Liabilities.
3.5 Assumption of GP LLC Interest in Services Out LLC Liabilities by Sun
--------------------------------------------------------------------
Delaware. In connection with the distribution by GP LLC of the GP LLC Interest
--------
in Services Out LLC to Sun Delaware, as set forth in Section 2.9 above, Sun
Delaware, according to the membership percentage interest in Services Out LLC
hereby assumes and agrees to duly and timely pay, perform and discharge all of
the GP LLC Interest in Services Out LLC Liabilities, to the full extent that GP
LLC has been heretofore or would have been in the future obligated to pay,
perform and discharge such obligations and liabilities, were it not for the
execution and delivery of this Agreement; provided, however, that said
assumption and agreement to duly and timely pay, perform and discharge the GP
LLC Interest in Services Out LLC Liabilities shall not (i) increase the
obligation of Sun Delaware with respect to the GP LLC Interest in Services Out
LLC Liabilities beyond that of GP LLC to the extent of such interest contributed
by GP LLC, (ii) waive any valid defense that was available to GP LLC with
respect to the GP LLC Interest in Services Out LLC Liabilities or (iii) enlarge
any rights or remedies of any third party under any of the GP LLC Interest in
Services Out LLC Liabilities.
3.6 Assumption of Michigan In LLC Liabilities and Michigan Texas
------------------------------------------------------------
Liabilities. In connection with the merger of Michigan Texas and Michigan In LLC
-----------
and the allocation of assets as set forth in Section 2.11 above, the following
shall be applicable:
(a) Michigan In LLC hereby assumes and agrees to duly and timely pay,
perform and discharge all of the Michigan In LLC Liabilities, to the full extent
that Michigan
28
Texas has been heretofore or would have been in the future obligated to pay,
perform and discharge the Michigan In LLC Liabilities were it not for such
merger and the execution and delivery of this Agreement; provided, however, that
said assumption and agreement to duly and timely pay, perform and discharge the
Michigan In LLC Liabilities shall not (i) increase the obligation of Michigan In
LLC with respect to the Michigan In LLC Liabilities beyond that of Michigan
Texas, (ii) waive any valid defense that was available to Michigan Texas with
respect to the Michigan In LLC Liabilities or (iii) enlarge any rights or
remedies of any third party under any of the Michigan In LLC Liabilities.
(b) Michigan Texas hereby assumes and agrees to duly and timely pay,
perform and discharge all of the Michigan Texas Liabilities, to the full extent
that Michigan Texas has been heretofore or would have been in the future
obligated to pay, perform and discharge the Michigan Texas Liabilities were it
not for such merger and the execution and delivery of this Agreement; provided,
however, that said assumption and agreement to duly and timely pay, perform and
discharge the Michigan Texas Liabilities shall not (i) increase the obligation
of Michigan Texas with respect to the Michigan Texas Liabilities beyond that of
Michigan Texas before such merger, (ii) waive any valid defense that was
available to Michigan Texas with respect to the Michigan Texas Liabilities
before such merger or (iii) enlarge any rights or remedies of any third party
under any of the Michigan Texas Liabilities.
3.7 Assumption of Mid-Con In Liabilities and Mid-Con Texas Liabilities. In
------------------------------------------------------------------
connection with the merger of Mid-Con Texas and Mid-Con In LLC and the
allocation of assets as set forth in Section 2.13 above, the following shall be
applicable:
(a) Mid-Con In LLC hereby assumes and agrees to duly and timely pay,
perform and discharge all of the Mid-Con In LLC Liabilities, to the full extent
that Mid-Con Texas has been heretofore or would have been in the future
obligated to pay, perform and discharge the Mid-Con In LLC Liabilities were it
not for such merger and the execution and delivery of this Agreement; provided,
however, that said assumption and agreement to duly and timely pay, perform and
discharge the Mid-Con In LLC Liabilities shall not (i) increase the obligation
of Mid-Con In LLC with respect to the Mid-Con In LLC Liabilities beyond that of
Mid-Con Texas, (ii) waive any valid defense that was available to Mid-Con Texas
with respect to the Mid-Con In LLC Liabilities or (iii) enlarge any rights or
remedies of any third party under any of the Mid-Con In LLC Liabilities.
(b) Mid-Con Texas hereby assumes and agrees to duly and timely pay,
perform and discharge all of the Mid-Con Texas Liabilities, to the full extent
that Mid-Con Texas has been heretofore or would have been in the future
obligated to pay, perform and discharge the Mid-Con Texas Liabilities were it
not for such merger and the execution and delivery of this Agreement; provided,
however, that said assumption and agreement to duly and timely pay, perform and
discharge the Mid-Con Texas Liabilities shall not (i) increase the obligation of
Mid-Con Texas with respect to the Mid-Con Texas Liabilities beyond that of
Mid-Con Texas before such merger, (ii) waive any valid defense that was
available to Mid-Con Texas with respect to the Mid-Con Texas Liabilities before
such merger or (iii) enlarge any rights or remedies of any third party under any
of the Mid-Con Texas Liabilities.
29
3.8 Assumption of Atlantic In LP Liabilities and Atlantic Out LP
------------------------------------------------------------
Liabilities. In connection with the merger of Atlantic Out LP and Atlantic In LP
-----------
and the allocation of assets as set forth in Section 2.15 above, the following
shall be applicable:
(a) Atlantic In LP hereby assumes and agrees to duly and timely pay,
perform and discharge all of the Atlantic In LP Liabilities, to the full extent
that Atlantic Out LP has been heretofore or would have been in the future
obligated to pay, perform and discharge the Atlantic In LP Liabilities were it
not for such merger and the execution and delivery of this Agreement; provided,
however, that said assumption and agreement to duly and timely pay, perform and
discharge the Atlantic In LP Liabilities shall not (i) increase the obligation
of Atlantic In LP with respect to the Atlantic In LP Liabilities beyond that of
Atlantic Out LP, (ii) waive any valid defense that was available to Atlantic Out
LP with respect to the Atlantic In LP Liabilities or (iii) enlarge any rights or
remedies of any third party under any of the Atlantic In LP Liabilities.
(b) Atlantic Out LP hereby assumes and agrees to duly and timely pay,
perform and discharge all of the Atlantic Out LP Liabilities, to the full extent
that Atlantic Out LP has been heretofore or would have been in the future
obligated to pay, perform and discharge the Atlantic Out LP Liabilities were it
not for such merger and the execution and delivery of this Agreement; provided,
however, that said assumption and agreement to duly and timely pay, perform and
discharge the Atlantic Out LP Liabilities shall not (i) increase the obligation
of Atlantic Out LP with respect to the Atlantic Out LP Liabilities beyond that
of Atlantic Out LP before such merger, (ii) waive any valid defense that was
available to Atlantic Out LP with respect to the Atlantic Out LP Liabilities
before such merger or (iii) enlarge any rights or remedies of any third party
under any of the Atlantic Out LP Liabilities.
3.9 Assumption of Atlantic R&M In LP Liabilities and Atlantic R&M Out LP
--------------------------------------------------------------------
Liabilities. In connection with the merger of Atlantic R&M Out LP and Atlantic
----------
R&M In LP and the allocation of assets as set forth in Section 2.17 above, the
following shall be applicable:
(a) Atlantic R&M In LP hereby assumes and agrees to duly and timely
pay, perform and discharge all of the Atlantic R&M In LP Liabilities, to the
full extent that Atlantic R&M Out LP has been heretofore or would have been in
the future obligated to pay, perform and discharge the Atlantic R&M In LP
Liabilities were it not for such merger and the execution and delivery of this
Agreement; provided, however, that said assumption and agreement to duly and
timely pay, perform and discharge the Atlantic R&M In LP Liabilities shall not
(i) increase the obligation of Atlantic R&M In LP with respect to the Atlantic
R&M In LP Liabilities beyond that of Atlantic R&M Out LP, (ii) waive any valid
defense that was available to Atlantic R&M Out LP with respect to the Atlantic
R&M In LP Liabilities or (iii) enlarge any rights or remedies of any third party
under any of the Atlantic R&M In LP Liabilities.
(b) Atlantic R&M Out LP hereby assumes and agrees to duly and timely
pay, perform and discharge all of the Atlantic R&M Out LP Liabilities, to the
full extent that Atlantic R&M Out LP has been heretofore or would have been in
the future obligated to pay, perform and discharge the Atlantic R&M Out LP
Liabilities were it not for such merger and the execution and delivery of this
Agreement; provided, however, that said assumption and agreement to duly and
timely pay, perform and discharge the Atlantic R&M Out LP Liabilities shall not
(i) increase the obligation of Atlantic R&M Out LP with respect to the Atlantic
R&M Out LP Liabilities beyond
30
that of Atlantic R&M Out LP before such merger, (ii) waive any valid defense
that was available to Atlantic R&M Out LP with respect to the Atlantic R&M Out
LP Liabilities before such merger or (iii) enlarge any rights or remedies of any
third party under any of the Atlantic R&M Out LP Liabilities.
3.10 Assumption of R&M In LP Liabilities by R&M In LP. In connection with
------------------------------------------------
the contribution by R&M of the R&M In LP Assets to R&M In LP, as set forth in
Section 2.18 above, R&M In LP hereby assumes and agrees to duly and timely pay,
perform and discharge all of the R&M In LP Liabilities, to the full extent that
R&M has been heretofore or would have been in the future obligated to pay,
perform and discharge the R&M In LP Liabilities were it not for such
contribution and the execution and delivery of this Agreement; provided,
however, that said assumption and agreement to duly and timely pay, perform and
discharge the R&M In LP Liabilities shall not (i) increase the obligation of R&M
In LP with respect to the R&M In LP Liabilities beyond that of R&M, (ii) waive
any valid defense that was available to R&M with respect to the R&M In LP
Liabilities or (iii) enlarge any rights or remedies of any third party under any
of the R&M In LP Liabilities.
3.11 Assumption of Liabilities and Obligations of Sun Delaware by Sunoco
-------------------------------------------------------------------
GP. In connection with the contributions by Sun Delaware of the Sun Delaware
--
Aggregate Interests to Sunoco GP, as set forth in Section 2.22 above, Sunoco GP
hereby assumes and agrees to duly and timely pay, perform and discharge all of
the Sun Delaware Liabilities, to the full extent that Sun Delaware has been
heretofore or would have been in the future obligated to pay, perform and
discharge the Sun Delaware Liabilities were it not for the execution and
delivery of this Agreement; provided, however, that said assumption and
agreement to duly and timely pay, perform and discharge the Sun Delaware
Liabilities shall not (i) increase the obligation of Sunoco GP with respect to
the Sun Delaware Liabilities beyond that of Sun Delaware, (ii) waive any valid
defense that was available to Sun Delaware with respect to the Sun Delaware
Liabilities or (iii) enlarge any rights or remedies of any third party under any
of the Sun Delaware Liabilities.
3.12 Assumption of Sun Texas Aggregate Liabilities by Sunoco GP. In
----------------------------------------------------------
connection with the contributions by Sun Texas of the Sun Texas Aggregate
Interests to Sunoco GP, as set forth in Section 2.23 above, Sunoco GP hereby
assumes and agrees to duly and timely pay, perform and discharge all of the Sun
Texas Aggregate Liabilities, to the full extent that Sun Texas has been
heretofore or would have been in the future obligated to pay, perform and
discharge the Sun Texas Aggregate Liabilities were it not for the execution and
delivery of this Agreement; provided, however, that said assumption and
agreement to duly and timely pay, perform and discharge the Sun Texas Aggregate
Liabilities shall not (i) increase the obligation of Sunoco GP with respect to
the Sun Texas Aggregate Liabilities beyond that of Sun Texas, (ii) waive any
valid defense that was available to Sun Texas with respect to the Sun Texas
Aggregate Liabilities or (iii) enlarge any rights or remedies of any third party
under any of the Sun Texas Aggregate Liabilities.
3.13 Assumption of R&M Aggregate Interests Liabilities by Sunoco GP. In
--------------------------------------------------------------
connection with the contributions by R&M of the R&M Aggregate Interests to
Sunoco GP, as set forth in Section 2.24 above, Sunoco GP hereby assumes and
agrees to duly and timely pay, perform and discharge all of the R&M Aggregate
Interests Liabilities, to the full extent that
31
R&M has been heretofore or would have been in the future obligated to pay,
perform and discharge the R&M Aggregate Interests Liabilities were it not for
the execution and delivery of this Agreement; provided, however, that said
assumption and agreement to duly and timely pay, perform and discharge the R&M
Aggregate Interests Liabilities shall not (i) increase the obligation of Sunoco
GP with respect to the R&M Aggregate Interests Liabilities beyond that of R&M,
(ii) waive any valid defense that was available to R&M with respect to the R&M
Aggregate Interests Liabilities or (iii) enlarge any rights or remedies of any
third party under any of the R&M Aggregate Interests Liabilities.
3.14 Assumption of Petroleum Aggregate Interests Liabilities by Sunoco GP.
--------------------------------------------------------------------
In connection with the contributions by Petroleum of the Petroleum Aggregate
Interests to Sunoco GP, as set forth in Section 2.25 above, Sunoco GP hereby
assumes and agrees to duly and timely pay, perform and discharge all of the
Petroleum Aggregate Interests Liabilities, to the full extent that Petroleum has
been heretofore or would have been in the future obligated to pay, perform and
discharge the Petroleum Aggregate Interests Liabilities were it not for the
execution and delivery of this Agreement; provided, however, that said
assumption and agreement to duly and timely pay, perform and discharge the
Petroleum Aggregate Interests Liabilities shall not (i) increase the obligation
of Sunoco GP with respect to the Petroleum Aggregate Interests Liabilities
beyond that of Petroleum, (ii) waive any valid defense that was available to
Petroleum with respect to the Petroleum Aggregate Interests Liabilities or (iii)
enlarge any rights or remedies of any third party under any of the Petroleum
Aggregate Interests Liabilities.
3.15 Assumption of Sunoco GP Aggregate Liabilities by the MLP. In
--------------------------------------------------------
connection with the contributions by Sunoco GP to the MLP of the Sunoco GP
Aggregate Interests as set forth in Section 2.26 above, the MLP hereby assumes
and agrees to duly and timely pay, perform and discharge all of the Sunoco GP
Aggregate Liabilities, to the full extent that Sunoco GP has been heretofore or
would have been in the future obligated to pay, perform and discharge such
obligations and liabilities were it not for the execution and delivery of this
Agreement; provided, however, that said assumption and agreement to duly and
timely pay, perform and discharge the Sunoco GP Aggregate Liabilities shall not
(i) increase the obligation of the MLP with respect to the Sunoco GP Aggregate
Liabilities beyond that of Sunoco GP, (ii) waive any valid defense that was
available to Sunoco GP with respect to the Sunoco GP Aggregate Liabilities or
(iii) enlarge any rights or remedies of any third party under any of the Sunoco
GP Aggregate Liabilities.
3.16 Assumption of MLP Aggregate Liabilities by the OLP. In connection with
--------------------------------------------------
the contribution by the MLP to the OLP of the MLP Aggregate Interests as set
forth in Section 2.31 above, the OLP hereby assumes and agrees to duly and
timely pay, perform and discharge all of the MLP Aggregate Liabilities, to the
full extent that the MLP has been heretofore or would have been in the future
obligated to pay, perform and discharge the MLP Aggregate Liabilities were it
not for the execution and delivery of this Agreement; provided, however, that
said assumption and agreement to duly and timely pay, perform and discharge the
MLP Aggregate Liabilities and to be bound by all such agreements shall not (i)
increase the obligation of the OLP with respect to the MLP Aggregate Liabilities
beyond that of the MLP, (ii) waive any valid defense that was available to the
MLP with respect to the MLP Aggregate Liabilities or (iii) enlarge any rights or
remedies of any third party under any of the MLP Aggregate Liabilities.
32
3.17 Assumption of GP LLC Aggregate Liabilities by OLP GP LLC. In
--------------------------------------------------------
connection with the contribution by GP LLC to OLP GP LLC of the GP LLC Aggregate
Interests as set forth in Section 2.32 above, OLP GP LLC hereby assumes and
agrees to duly and timely pay, perform and discharge all of the GP LLC Aggregate
Liabilities, to the full extent that GP LLC has been heretofore or would have
been in the future obligated to pay, perform and discharge the GP LLC Aggregate
Liabilities were it not for the execution and delivery of this Agreement;
provided, however, that said assumption and agreement to duly and timely pay,
perform and discharge the GP LLC Aggregate Liabilities and to be bound by all
such agreements shall not (i) increase the obligation of OLP GP LLC with respect
to the GP LLC Aggregate Liabilities beyond that of GP LLC, (ii) waive any valid
defense that was available to GP LLC with respect to the GP LLC Aggregate
Liabilities or (iii) enlarge any rights or remedies of any third party under any
of the GP LLC Aggregate Liabilities.
3.18 Assumption of GP LLC's Interest in OLP GP LLC Liabilities by the OLP.
--------------------------------------------------------------------
In connection with the contribution by GP LLC to the OLP of GP LLC's Interest in
OLP GP LLC as set forth in Section 2.33 above, the OLP hereby assumes and agrees
to duly and timely pay, perform and discharge all of GP LLC's Interests in OLP
GP LLC Liabilities, to the full extent that GP LLC has been heretofore or would
have been in the future obligated to pay, perform and discharge GP LLC's
Interests in OLP GP LLC Liabilities were it not for the execution and delivery
of this Agreement; provided, however, that said assumption and agreement to duly
and timely pay, perform and discharge GP LLC's Interests in OLP GP LLC
Liabilities shall not (i) increase the obligation of the OLP with respect to GP
LLC's Interests in OLP GP LLC Liabilities beyond that of GP LLC, (ii) waive any
valid defense that was available to GP LLC with respect to the OLP GP LLC
Liabilities or (iii) enlarge any rights or remedies of any third party under any
of the OLP GP LLC Liabilities.
3.19 Assumption of Sun Delaware Stock Liabilities by Sun Texas. In
---------------------------------------------------------
connection with the conveyance by Sun Delaware to Sun Texas of the Sun Delaware
Stock as set forth in Section 2.40 above, Sun Texas hereby assumes and agrees to
duly and timely pay, perform and discharge all of the Sun Delaware Stock
Liabilities, to the full extent that Sun Delaware has been heretofore or would
have been in the future obligated to pay, perform and discharge the Sun Delaware
Stock Liabilities were it not for the execution and delivery of this Agreement;
provided, however, that said assumption and agreement to duly and timely pay,
perform and discharge the Sun Delaware Stock Liabilities shall not (i) increase
the obligation of Sun Texas with respect to the Sun Delaware Stock Liabilities
beyond that of Sun Delaware, (ii) waive any valid defense that was available to
Sun Delaware with respect to the Sun Delaware Stock Liabilities or (iii) enlarge
any rights or remedies of any third party under any of the Sun Delaware Stock
Liabilities.
3.20 Assumption of R&M In LP Additional Liabilities and Sun Pipeline LP
------------------------------------------------------------------
Additional Liabilities. In connection with the merger of Sun Pipeline LP and R&M
----------------------
In LP and the allocation of assets as set forth in Section 2.43 above, the
following shall be applicable:
(a) R&M In LP hereby assumes and agrees to duly and timely pay,
perform and discharge all of the R&M In LP Additional Liabilities, to the full
extent that Sun Pipeline LP has been heretofore or would have been in the future
obligated to pay, perform and discharge the R&M In LP Additional Liabilities
were it not for such merger and the execution and delivery of
33
this Agreement; provided, however, that said assumption and agreement to duly
and timely pay, perform and discharge the R&M In LP Additional Liabilities shall
not (i) increase the obligation of R&M In LP with respect to the R&M In LP
Additional Liabilities beyond that of Sun Pipeline LP, (ii) waive any valid
defense that was available to Sun Pipeline LP with respect to the R&M In LP
Additional Liabilities or (iii) enlarge any rights or remedies of any third
party under any of the R&M In LP Additional Liabilities.
(b) Sun Pipeline LP hereby assumes and agrees to duly and timely pay,
perform and discharge all of the Sun Pipeline LP Additional Liabilities, to the
full extent that Sun Pipeline LP has been heretofore or would have been in the
future obligated to pay, perform and discharge the Sun Pipeline LP Additional
Liabilities were it not for such merger and the execution and delivery of this
Agreement; provided, however, that said assumption and agreement to duly and
timely pay, perform and discharge the Sun Pipeline LP Additional Liabilities
shall not (i) increase the obligation of Sun Pipeline LP with respect to the Sun
Pipeline LP Additional Liabilities beyond that of Sun Pipeline LP before such
merger, (ii) waive any valid defense that was available to Sun Pipeline LP with
respect to the Sun Pipeline LP Additional Liabilities or (iii) enlarge any
rights or remedies of any third party under any of the Sun Pipeline LP
Additional Liabilities.
ARTICLE IV
Indemnification
4.1 Indemnification Relating to Excessive Tariff Rate.
-------------------------------------------------
(a) Notwithstanding anything to the contrary contained in this
Agreement, Sunoco GP shall indemnify, defend and hold harmless the MLP, its
partners and their respective members, directors, officers, employees and their
respective successors and assigns from and against any and all claims, demands,
costs, liabilities and expenses (including court costs and reasonable attorneys'
fees), arising from or relating to a decision by the FERC that any tariff rate
published by [Sunoco or any of its affiliates] prior to the Effective Time
exceeded the tariff rate that was justified by the cost to the MLP or its
subsidiaries of the applicable service. In the event that Sunoco GP is required
to make any payments under this Section [4.1], such payment shall be made to the
[MLP] within [ days] after Sunoco GP has been notified by the MLP of such
determination by FERC.
(b) The obligation of Sunoco GP to make the payments required to be
made under the terms of Section [4.1(a)] is guaranteed by Sunoco.
ARTICLE V
Title Matters
5.1 Encumbrances. Except to the extent provided in any other document
------------
executed in connection with this Agreement or the Offering including, without
limitation, the Omnibus Agreement, the contribution and conveyance of the
Services Out LLC Assets and the R&M In LP Assets made to Services Out LLC and
R&M In LP, respectively, under this Agreement are made expressly subject to all
recorded and unrecorded liens, encumbrances, agreements, defects, restrictions,
adverse claim and all laws, rules, regulations, ordinances, judgments and orders
of
34
governmental authorities or tribunals having or asserting jurisdiction over the
Services Out LLC Assets and the R&M In LP Assets and operations conducted
thereon or therewith, in each case to the extent the same are valid and
enforceable and affect the Services Out LLC Assets and the R&M In LP Assets,
including, without limitation, (a) all matters that a current on the ground
survey or visual inspection of the Services Out LLC Assets and the R&M In LP
Assets would reflect, (b) the Services Out LLC Liabilities and the R&M In LP
Liabilities, respectively, and (c) all matters contained in the Specific
Conveyances.
5.2 Disclaimer of Warranties; Subrogation; Waiver of Bulk Sales Laws.
----------------------------------------------------------------
(A) EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED IN
CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING THE OMNIBUS AGREEMENT,
SERVICES OUT LLC AND R&M IN LP ACKNOWLEDGE AND AGREE THAT SERVICES LP AND R&M
HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM, ANY
REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF
ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR
WRITTEN, PAST OR PRESENT (ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY SERVICES OUT
LLC AND R&M In LP), REGARDING (A) THE TITLE, VALUE, NATURE, QUALITY OR CONDITION
OF THE SERVICES OUT LLC ASSETS AND THE R&M IN LP ASSETS INCLUDING, WITHOUT
LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF THE SERVICES
Out LLC ASSETS AND THE R&M In LP ASSETS GENERALLY, INCLUDING THE PRESENCE OR
LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE SERVICES OUT LLC ASSETS OR
the R&M In LP ASSETS, (B) THE INCOME TO BE DERIVED FROM THE SERVICES OUT LLC
ASSETS OR THE R&M In LP ASSETS, (C) THE SUITABILITY OF THE SERVICES OUT LLC
ASSETS OR the R&M In LP ASSETS FOR ANY AND ALL ACTIVITIES AND USES WHICH MAY BE
CONDUCTED THEREON, (D) THE COMPLIANCE OF OR BY THE SERVICES OUT LLC ASSETS OR
the R&M In LP ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING WITHOUT
LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS,
RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY,
MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF THE SERVICES OUT LLC ASSETS OR THE R&M IN LP ASSETS. SERVICES OUT LLC
AND R&M IN LP ACKNOWLEDGE AND AGREE THAT EACH HAS HAD THE OPPORTUNITY TO INSPECT
THE SERVICES OUT LLC ASSETS AND THE R&M In LP ASSETS, RESPECTIVELY, AND EACH IS
RELYING SOLELY ON ITS OWN INVESTIGATION OF THE SERVICES OUT LLC ASSETS OR THE
R&M In LP ASSETS, AS THE CASE MAY BE, AND NOT ON ANY INFORMATION PROVIDED OR TO
BE PROVIDED BY SERVICES LP OR R&M. NEITHER SERVICES LP NOR R&M IS LIABLE OR
BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE SERVICES OUT LLC ASSETS OR THE R&M In LP ASSETS
FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. SERVICES OUT LLC AND
R&M IN LP EACH ACKNOWLEDGE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE
CONTRIBUTION OF THE SERVICES OUT LLC ASSETS AND THE R&M In LP ASSETS
35
AS PROVIDED FOR HEREIN IS MADE IN AN "AS IS", "WHERE IS" CONDITION WITH ALL
FAULTS, AND THE SERVICES OUT LLC ASSETS AND THE R&M IN LP ASSETS ARE CONTRIBUTED
AND CONVEYED BY SERVICES LP AND R&M, RESPECTIVELY, AND ACCEPTED BY SERVICES OUT
LLC AND R&M IN LP SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS
PARAGRAPH SHALL SURVIVE SUCH CONTRIBUTION AND CONVEYANCE OR THE TERMINATION OF
THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE
PARTIES MENTIONED IN THIS SECTION AFTER DUE CONSIDERATION AND ARE INTENDED TO BE
A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES OF
SERVICES LP AND R&M, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE
SERVICES Out LLC ASSETS AND THE R&M IN LP ASSETS, RESPECTIVELY, THAT MAY ARISE
PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET
FORTH IN THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH THIS
AGREEMENT OR THE OFFERING, INCLUDING THE OMNIBUS AGREEMENT.
(b) The contribution of the Services Out LLC Assets and the R&M In LP
Assets made under this Agreement is made with full rights of substitution and
subrogation of Services LP and R&M, respectively, and all persons claiming by,
through and under Services LP and R&M, to the extent assignable, in and to all
covenants and warranties by the predecessors-in-title of Services LP and R&M,
and with full subrogation of all rights accruing under applicable statutes of
limitation and all rights of action of warranty against all former owners of the
Services Out LLC Assets and the R&M In LP Assets.
(c) Services Out LLC and R&M In LP agree that the disclaimers
contained in this Section 5.2 are "conspicuous" disclaimers. Any covenants
implied by statute or law by the use of the words "grant," "convey," "bargain,"
"sell," "assign," "transfer," "deliver," or "set over" or any of them or any
other words used in this Agreement or any exhibits hereto are hereby expressly
disclaimed, waived or negated.
Each of the parties hereto hereby waives compliance with any applicable
bulk sales law or any similar law in any applicable jurisdiction in respect of
the transactions contemplated by this Agreement.
5.3 Reservation of Right of Use and Access. (a) Various real property
--------------------------------------
assets have been conveyed by operation of law or otherwise as reflected in this
Agreement (collectively, the "Real Property"). In connection therewith (i)
-------------
certain fixtures, equipment and other personal property which are listed on the
applicable schedules to this Agreement, and (ii) any other fixtures, equipment
and other personal property located on the Real Property which are necessary for
the operation of the property listed in clause (i) of this sentence (the
property described in clauses (i) and (ii) of this sentence being called the
"Conveyed Assets") have been conveyed and transferred by operation of law or
---------------
otherwise to the applicable entity, as set forth in this Agreement Each of the
parties owning any portion of the Real Property immediately prior to the
applicable transfer (by operation of law or otherwise) under this Agreement
intended to and has pursuant to this Agreement reserved unto itself and its
successors and assigns, respectively, any fixtures, equipment, and other
personal property owned by such parties immediately prior to the
36
Effective Time and located on the Real Property, except for the Conveyed Assets
(the "Reserved Assets").
------
(b) All parties to this Agreement acknowledge and agree that the
applicable owners of the Reserved Assets will require reasonable access to the
Reserved Assets in connection with the operation, maintenance, repair, removal
and replacement of the Reserved Assets, and in order to facilitate such access,
each of the applicable owners of the Reserved Assets intended to reserve and
has, by the execution of this Agreement, reserved unto itself, for itself and
its respective successors and assigns, the right to reasonable access to the
Reserved Assets over, across and under the Real Property for the operation,
maintenance, repair, removal and replacement of the Reserved Assets provided
that such access does not unreasonably interfere with the use of the Conveyed
Assets by the applicable owner thereof.
(c) The parties to this Agreement further acknowledge and agree that
in order to give proper notice to third parties or to comply with applicable
law, it may be necessary to record certain documents in order to evidence the
rights of the applicable owners of the Reserved Assets, and the parties to this
Agreement agree to execute and cause to be recorded all such documents as may be
required.
ARTICLE VI
Further Assurances
6.1 Further Assurances. From time to time after the date hereof, and
------------------
without any further consideration, Services LP and R&M shall execute,
acknowledge and deliver all such additional deeds, assignments, bills of sale,
conveyances, instruments, notices, releases, acquittances and other documents,
and will do all such other acts and things, all in accordance with applicable
law, as may be necessary or appropriate (i) more fully to assure Services Out
LLC and R&M In LP, respectively, their successors and assigns, ownership of all
of the properties, rights, titles, interests, estates, remedies, powers and
privileges by this Agreement granted to Services Out LLC and R&M In LP with
respect to the Services Out LLC Assets and the R&M In LP Assets, respectively,
or which are intended to be so granted (ii) more fully and effectively to vest
in Services Out LLC and R&M In LP and their respective successors and assigns
beneficial and record title to the interests hereby contributed and assigned to
Services Out LLC and R&M In LP or intended so to be and to more fully and
effectively carry out the purposes and intent of this Agreement.
6.2 Other Assurances. From time to time after the date hereof, and without
----------------
any further consideration, each of the parties to this Agreement shall execute,
acknowledge and deliver all such additional instruments, notices and other
documents, and will do all such other acts and things, all in accordance with
applicable law, as may be necessary or appropriate to more fully and effectively
carry out the purposes and intent of this Agreement. Without limiting the
generality of the foregoing, the parties to this Agreement acknowledge that the
parties have used their good faith efforts to attempt to identify all of the
assets being contributed to the MLP or its subsidiaries as required in
connection with the Offering. However, due to the age of some of those assets
and the difficulties in locating appropriate data with respect to some of the
assets it is possible that assets intended to be contributed to the MLP or its
subsidiaries were not identified and therefore are not included in the assets
contributed to the MLP or its subsidiaries.
37
It is the express intent of the parties to this Agreement that the MLP or its
subsidiaries own all assets necessary to operate the assets that are identified
in this Agreement and in the Registration Statement. To the extent any assets
were not identified but are necessary to the operation of assets that were
identified, then the intent of the parties to this Agreement is that all such
unidentified assets are intended to be conveyed to the appropriate Partnership
Entities. To the extent such assets are identified at a later date, the parties
to this Agreement shall take the appropriate actions required in order to convey
all such assets to the appropriate Partnership Entities.
ARTICLE VII
Powers of Attorney
7.1 Services LP. Services LP hereby constitutes and appoints Services Out
-----------
LLC and its successors and assigns, its true and lawful attorney-in-fact with
full power of substitution for it and in its name, place and stead or otherwise
on behalf of Services LP and its successors and assigns, and for the benefit of
Services Out LLC and its successors and assigns, to demand and receive from time
to time the Services Out LLC Assets and to execute in the name of Services LP
and its successors and assigns, instruments of conveyance, instruments of
further assurance and to give receipts and releases in respect of the same, and
from time to time to institute and prosecute in the name of Services LP for the
benefit of Services Out LLC as may be appropriate, any and all proceedings at
law, in equity or otherwise which Services Out LLC and its successors and
assigns, may deem proper in order (i) to collect, assert or enforce any claims,
rights or titles of any kind in and to the Services Out LLC Assets, (ii) to
defend and compromise any and all actions, suits or proceedings in respect of
any of the Services Out LLC Assets, and (iii) to do any and all such acts and
things in furtherance of this Agreement as Services Out LLC or its successors or
assigns shall deem advisable. Services LP hereby declares that the appointments
hereby made and the powers hereby granted are coupled with an interest and are
and shall be irrevocable and perpetual and shall not be terminated by any act of
Services LP or its successors or assigns or by operation of law.
7.2 R&M. R&M hereby constitutes and appoints R&M In LP and its successors
---
and assigns, its true and lawful attorney-in-fact with full power of
substitution for it and in its name, place and stead or otherwise on behalf of
R&M and its successors and assigns, and for the benefit of R&M In LP and its
successors and assigns, to demand and receive from time to time the R&M In LP
Assets and to execute in the name of R&M and its successors and assigns
instruments of conveyance, instruments of further assurance and to give receipts
and releases in respect of the same, and from time to time to institute and
prosecute in the name of R&M for the benefit of R&M In LP as may be appropriate,
any and all proceedings at law, in equity or otherwise which R&M In LP and its
successors and assigns, may deem proper in order (i) to collect, assert or
enforce any claims, rights or titles of any kind in and to the R&M In LP Assets,
(ii) to defend and compromise any and all actions, suits or proceedings in
respect of any of the R&M In LP Assets, and (iii) to do any and all such acts
and things in furtherance of this Agreement as R&M In LP or its successors or
assigns shall deem advisable. R&M hereby declares that the appointments hereby
made and the powers hereby granted are coupled with an interest and are and
shall be irrevocable and perpetual and shall not be terminated by any act of R&M
or its successors or assigns or by operation of law.
38
ARTICLE VIII
Miscellaneous
8.1 Order of Completion of Transactions. The transactions provided for in
-----------------------------------
Articles II and III of this Agreement shall be completed on the date of this
Agreement in the following order:
First, the transactions provided for in Article II shall be completed;
-----
and
Second, the transactions provided for in Article III shall be
------
completed.
8.2 Consents; Restriction on Assignment. If there are prohibitions against
-----------------------------------
or conditions to the contribution and conveyance of one or more portions of the
Services Out LLC Assets or the R&M In LP Assets without the prior written
consent of third parties, including, without limitation, governmental agencies
(other than consents of a ministerial nature which are normally granted in the
ordinary course of business), which if not satisfied would result in a breach of
such prohibitions or conditions or would give an outside party the right to
terminate Services Out LLC's or R&M In LLC's rights with respect to such portion
of the Services Out LLC Assets or R&M In LP Assets, respectively (herein called
a "Restriction"), then any provision contained in this Agreement to the contrary
-----------
notwithstanding, the transfer of title to or interest in each such portion of
the Services Out LLC Assets or R&M In LP Assets (herein called the
"Restriction-Asset") pursuant to this Agreement shall not become effective
-----------------
unless and until such Restriction is satisfied, waived or no longer applies.
When and if such a Restriction is so satisfied, waived or no longer applies, to
the extent permitted by applicable law and any applicable contractual
provisions, the assignment of the Restriction-Asset subject thereto shall become
effective automatically as of the Effective Time, without further action on the
part of any party to this Agreement. Services LP and Services Out LLC agree to
use their reasonable best efforts to obtain on a timely basis satisfaction of
any Restriction applicable to any Restriction-Asset conveyed by or acquired by
either of them. [R&M and R&M In LP agree to use their reasonable best efforts to
obtain on a timely basis satisfaction of any Restriction applicable to any
Restriction Asset conveyed by or acquired by either of them.] The description of
any portion of the Services Out LLC Assets or R&M In LP Assets as a
"Restriction-Asset" shall not be construed as an admission that any Restriction
exists with respect to the transfer of such portion of the Services Out LLC
Assets or R&M In LP Assets. In the event that any Restriction-Asset exists, the
applicable party agrees to continue to hold such Restriction-Asset in trust for
the exclusive benefit of the applicable party to whom such asset was conveyed
and to otherwise use its reasonable best efforts to provide such other party
with the benefits thereof, and the party holding such assets will enter into
other agreements, or take such other action as it may deem necessary, in order
to help ensure that the applicable party to whom such asset was conveyed has the
assets and concomitant rights necessary to enable it to operate the such assets
in all material respects as they were operated prior to the Effective Time.
8.3 Costs. The OLP shall pay all sales, use and similar taxes arising out
-----
of the contributions, conveyances and deliveries to be made hereunder, and shall
pay all documentary, filing, recording, transfer, deed, and conveyance taxes and
fees required in connection therewith. In addition, the OLP shall be responsible
for all costs, liabilities and expenses (including court
39
costs and reasonable attorneys' fees) incurred in connection with the
satisfaction or waiver of any Restriction pursuant to Section 8.2.
8.4 Headings; References; Interpretation. All Article and Section headings
------------------------------------
in this Agreement are for convenience only and shall not be deemed to control or
affect the meaning or construction of any of the provisions hereof. The words
"hereof," "herein" and "hereunder" and words of similar import, when used in
this Agreement, shall refer to this Agreement as a whole, including without
limitation, all Exhibits attached hereto, and not to any particular provision of
this Agreement. All references herein to Articles, Sections, and Exhibits shall,
unless the context requires a different construction, be deemed to be references
to the Articles, Sections and Exhibits of this Agreement, respectively, and all
such Exhibits attached hereto are hereby incorporated herein and made a part
hereof for all purposes. All personal pronouns used in this Agreement, whether
used in the masculine, feminine or neuter gender, shall include all other
genders, and the singular shall include the plural and vice versa. The use
herein of the word "including" following any general statement, term or matter
shall not be construed to limit such statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items
or matters, whether or not non-limiting language (such as "without limitation,"
"but not limited to," or words of similar import) is used with reference
thereto, but rather shall be deemed to refer to all other items or matters that
could reasonably fall within the broadest possible scope of such general
statement, term or matter.
8.5 Successors and Assigns. The Agreement shall be binding upon and inure
----------------------
to the benefit of the parties signatory hereto and their respective successors
and assigns.
8.6 No Third Party Rights. The provisions of this Agreement are intended
---------------------
to bind the parties signatory hereto as to each other and are not intended to
and do not create rights in any other person or confer upon any other person any
benefits, rights or remedies and no person is or is intended to be a third party
beneficiary of any of the provisions of this Agreement.
8.7 Counterparts. This Agreement may be executed in any number of
------------
counterparts, all of which together shall constitute one agreement binding on
the parties hereto.
8.8 Governing Law. This Agreement shall be governed by, and construed in
-------------
accordance with, the laws of the State of [ ] applicable to contracts made and
to be performed wholly within such state without giving effect to conflict of
law principles thereof, except to the extent that it is mandatory that the law
of some other jurisdiction, wherein the Services Out LLC Assets or the R&M In LP
Assets are located, shall apply.
8.9 Severability. If any of the provisions of this Agreement are held by
------------
any court of competent jurisdiction to contravene, or to be invalid under, the
laws of any political body having jurisdiction over the subject matter hereof,
such contravention or invalidity shall not invalidate the entire Agreement.
Instead, this Agreement shall be construed as if it did not contain the
particular provision or provisions held to be invalid, and an equitable
adjustment shall be made and necessary provision added so as to give effect to
the intention of the parties as expressed in this Agreement at the time of
execution of this Agreement.
40
8.10 Deed; ▇▇▇▇ of Sale; Assignment. To the extent required by applicable
------------------------------
law, this Agreement shall also constitute a "deed," "▇▇▇▇ of sale" or
"assignment" of the Services Out LLC Assets, the R&M In LP Assets and [ ].
8.11 Amendment or Modification. This Agreement may be amended or modified
-------------------------
from time to time only by the written agreement of all the parties hereto and
affected thereby.
8.12 Integration. This Agreement and the [ ] supersedes all previous
-----------
understandings or agreements between the parties, whether oral or written, with
respect to its subject matter. This document is an integrated agreement which
contains the entire understanding of the parties. No understanding,
representation, promise or agreement, whether oral or written, is intended to be
or shall be included in or form part of this Agreement unless it is contained in
a written amendment hereto executed by the parties hereto after the date of this
Agreement.
41
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the date first above written.
SUNOCO, INC., a Pennsylvania corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Sunoco"
SUN PIPE LINE COMPANY OF DELAWARE, a
Delaware corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Sun Delaware"
SUNOCO, INC. (R&M), a Pennsylvania
corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"R&M"
ATLANTIC PETROLEUM CORPORATION, a
Delaware corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Petroleum"
[S-P]
to Contribution, Conveyance and Assumption Agreement
SUNOCO TEXAS PIPE LINE COMPANY, a
Texas corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Sun Texas"
SUN OIL LINE OF MICHIGAN (OUT) LLC, a
Texas limited liability company
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Michigan Texas"
MID-CONTINENT PIPE LINE (OUT) LLC, a
Texas limited liability company
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Mid-Con Texas"
SUN PIPE LINE SERVICES (OUT) LLC, a
Delaware limited liability company
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Services Out LLC"
ATLANTIC PETROLEUM (OUT) LLC, a
Delaware limited liability company
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Atlantic Out LLC"
[S-P]
to Contribution, Conveyance and Assumption Agreement
ATLANTIC PETROLEUM DELAWARE
CORPORATION, a Delaware corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Delaware"
ATLANTIC PIPELINE (OUT) L.P., a Texas
limited partnership
By: Atlantic Petroleum Corporation, a
Delaware corporation, as general partner
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
"Atlantic Out LP"
ATLANTIC R&M (OUT) L.P., a Texas limited
partnership
By: Atlantic Petroleum Corporation, a
Delaware corporation, as general partner
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
"Atlantic R&M Out LP"
SUNOCO PARTNERS LLC, a Pennsylvania
limited liability company
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Sunoco GP"
[S-P]
to Contribution, Conveyance and Assumption Agreement
SUNOCO PARTNERS LEASE ACQUISITION &
MARKETING LLC, a Delaware limited liability
company
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"LA LLC"
SUNOCO LOGISTICS PARTNERS L.P., a
Delaware limited partnership
By: Sunoco Partners LLC, a Pennsylvania
limited liability company, as general
partner
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
"MLP"
SUNOCO LOGISTICS PARTNERS GP LLC, a
Delaware limited liability company
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"GP LLC"
SUNOCO LOGISTICS PARTNERS
OPERATIONS L.P., a Delaware limited partnership
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"OLP"
[S-P]
to Contribution, Conveyance and Assumption Agreement
SUNOCO LOGISTICS PARTNERS
OPERATIONS GP LLC, a Delaware limited
liability company
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"OLP GP LLC"
SUNOCO PIPELINE L.P., a Texas limited
partnership
By: Sun Pipe Line GP LLC, a Delaware limited
liability company, as general partner
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
"Sun Pipeline LP"
SUNOCO PARTNERS MARKETING &
TERMINALS L.P., a Texas limited partnership
By: Sunoco R&M (In) LLC, a Delaware limited
liability company, as general partner
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
"R&M In LP"
SUNOCO MID-CON (IN) LLC, a Texas limited
liability company
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Mid-Con In LLC"
[S-P]
to Contribution, Conveyance and Assumption Agreement
ATLANTIC (IN) L.P., a Texas limited partnership
By: Atlantic (In) LLC, a Delaware limited
liability company, as general partner
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Atlantic In LP"
ATLANTIC R&M (IN) L.P., a Texas limited
partnership
By: Atlantic (In) LLC, a Delaware limited
liability company, as general partner
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Atlantic R&M In LP"
SUN PIPE LINE SERVICES (IN) L.P., a Delaware
limited partnership
By: Sunoco Logistics Partners GP LLC, a
Delaware limited liability company,as
general partner
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Services LP"
SUNOCO MICHIGAN (IN) LLC, a Texas limited
liability company
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Michigan In LLC"
[S-P]
to Contribution, Conveyance and Assumption Agreement
ATLANTIC (IN) LLC, a Delaware limited liability
company
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Atlantic In LLC"
SUN PIPE LINE GP LLC, a Delaware limited
liability company
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Pipe Line GP LLC"
SUNOCO R&M (IN) LLC, a Delaware limited
liability company
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"R&M In LLC"
SUN PIPE LINE COMPANY, a Pennsylvania
corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Pipe Line"
SUN PIPE LINE SERVICES CO., a Delaware
corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Services"
[S-P]
to Contribution, Conveyance and Assumption Agreement
SUN ▇▇▇▇▇▇ PIPE LINE COMPANY, a
Delaware corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"▇▇▇▇▇▇"
SUN OIL LINE COMPANY OF MICHIGAN, a
Michigan corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Michigan"
MID-CONTINENT PIPE LINE COMPANY, an
Oklahoma corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Mid-Con"
ATLANTIC PIPELINE CORP.,
a Delaware corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Atlantic"
ATLANTIC REFINING & MARKETING CORP.,
a Delaware corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
"Atlantic Refining"
[S-P]
to Contribution, Conveyance and Assumption Agreement