EXHIBIT 4.2
AMENDMENT NO. 1 TO
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
SUNOCO LOGISTICS PARTNERS L.P.
This Amendment No. 1 (this "Amendment No. 1") to the First Amended and
Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P. (the
"Partnership") is entered into effective as of February 8, 2002, by Sunoco
Partners LLC, a Pennsylvania limited liability company (the "General Partner"),
as general partner of the Partnership. Capitalized terms used but not defined
herein are used as defined in the Partnership Agreement.
WHEREAS, the General Partner and the Limited Partners of the Partnership
entered into that certain First Amended and Restated Agreement of Limited
Partnership of the Partnership dated as of February 8, 2002 (the "Partnership
Agreement");
WHEREAS, Section 13.1(d)(iv) of the Partnership Agreement provides that
the General Partner may amend any provision of the Partnership Agreement without
the approval of any Partner or Assignee to reflect a change that, in the
discretion of the General Partner, is required to effect the intent expressed in
the Registration Statement on Form S-1, as amended (No. 333-71968) as filed
under the Securities Act of 1933, as amended (the "Registration Statement");
WHEREAS, acting pursuant to the power and authority granted to it under
Section 13.1(d)(iv) of the Partnership Agreement, the General Partner has
determined that the following amendments to the Partnership Agreement are
required to effect the intent expressed in the Registration Statement.
NOW THEREFORE, the General Partner does hereby amend the Partnership
Agreement as follows:
Section 1. Amendment.
(a) The last sentence in the definition of "Adjusted Operating Surplus"
in Section 1.1 is hereby amended in its entirety to read as follows:
"Adjusted Operating Surplus does not include the $15.0 million
portion of Operating Surplus included in clause (a)(i) of the
definition of Operating Surplus."
(b) Paragraph (a) of the definition of "Operating Surplus" in Section 1.1
is hereby amended in its entirety to read as follows:
""Operating Surplus" means, with respect to any period ending prior
to the Liquidation Date, on a cumulative basis and without
duplication,
(a) the sum of (i) $15.0 million, (ii) all cash and cash
equivalents of the Partnership Group on hand as of the close of
business
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on the Closing Date, (iii) all cash receipts of the Partnership Group
for the period beginning on the Closing Date and ending with the last
day of such period, other than cash receipts from Interim Capital
Transactions (except to the extent specified in Section 6.5) and (iv)
all cash receipts of the Partnership Group after the end of such
period but on or before the date of determination of Operating
Surplus with respect to such period resulting from Working Capital
Borrowings, less"
Section 2. Ratification of Partnership Agreement. Except as expressly
modified and amended herein, all of the terms and conditions of the Partnership
Agreement shall remain in full force and effect.
Section 3. Governing Law. This Amendment No. 1 will be governed by and
construed in accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, the General Partner has executed this Amendment No. 1
as of the date first set forth above.
GENERAL PARTNER:
SUNOCO PARTNERS LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive
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