Joinder Agreement - Royal Bank of Canada



  
 Exhibit 10.1.3

  
 JOINDER AGREEMENT 
  
 This JOINDER AGREEMENT (this “Agreement”) dated as of
April 14, 2003, is executed by ROYAL BANK OF CANADA (the “New Lender”) for the benefit of BANK OF AMERICA, N.A., as Administrative Agent for itself and the other Lenders parties to that certain Credit Agreement dated as of
February 1, 2002, among SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., as borrower, the Guarantors named therein, the financial institutions from time to time party thereto (collectively, the “Lenders”), and Bank of America,
N.A., as Administrative Agent (as renewed, extended, amended or restated, the “Credit Agreement”; capitalized terms not otherwise defined herein being used herein as defined in the Credit Agreement). 
  
 The New Lender has agreed to become a Lender and is required to execute this
Agreement pursuant to Section 2.13 of the Credit Agreement. 
  
 NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the New Lender hereby agrees as follows: 
  
 1. The New Lender (a) confirms that it has received a copy of the Credit
Agreement, the Guaranties and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and become a Lender party to the Credit Agreement, (b) agrees that it will,
independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the
Loan Documents, (c) appoints or authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Loan Documents as are delegated by the terms thereof, together with such powers as are reasonably incidental
thereto, (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, and (e) specifies as its lending office and address for notices
the offices set forth on the Administrative Details Form provided to the Administrative Agent. 
  
 2. The New Lender shall be a Lender with all rights, powers, and privileges attendant thereto and shall have a Committed Sum of $25,000,000. 
  
 3. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.

  
 4. This Agreement may be signed in any number of counterparts,
each of which shall be an original, but all counterparts shall together constitute one and the same instrument. 
  
 5. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES. 
  
 Remainder of Page Intentionally Blank; 
 Signature Page to Follow. 
  









 IN WITNESS WHEREOF, the New Lender has executed this Joinder Agreement as of the day and year first
written above. 
  

					
	 New Lender:

	
	ROYAL BANK OF CANADA
		
	By:	 	 /s/    LINDA M.
STEPHENS        


	 	 	Name:	 	Linda M. Stephens
	 	 	Title:	 	Senior Manager


  
 Signature Page
to 
 Joinder Agreement 
  









 Acknowledged and Agreed:  
  

Administrative Agent: 
  

			
	BANK OF AMERICA, N.A.
		
	By:	 	/s/    RONALD E. MCKAIG        
	 	 	

	 	 	 Ronald E. McKaig
 Managing Director


  
 Signature Page to

 Joinder Agreement 
  









 Borrower: 
  
 SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. 
  

							
	By:	 	 SUNOCO LOGISTICS PARTNERS GP LLC,
 its
General Partner

			
	 	 	By:	 	/s/    PAUL A. MULHOLLAND        
	 	 	 	 	

	 	 	 	 	 Name:
 Title:
	 	 Paul A. Mulholland
 Treasurer


  
 Signature Page to

 Joinder Agreement 
  









 Consent Granted: 
  
 Each of the undersigned Guarantors ratifies and affirms its Guaranty and consents to the addition of the New Lender and the increase in the Aggregate Committed Sum to
$250,000,000. 
  
 Guarantors: 
  
 SUNOCO LOGISTICS PARTNERS L.P., 
 a Delaware limited partnership, as a Guarantor 
  

							
	By:	 	 SUNOCO PARTNERS LLC,
 a Delaware limited
liability company,
 its General Partner

			
	 	 	By:	 	/s/    PAUL A. MULHOLLAND        
	 	 	 	 	

	 	 	 	 	 Name:
	 	Paul A. Mulholland
	 	 	 	 	 Title:
	 	Treasurer

  
 SUNOCO LOGISTICS PARTNERS
OPERATIONS 
 GP LLC, a Delaware limited liability company, as a Guarantor 
  

					
		
	By:	 	/s/    PAUL A. MULHOLLAND        
	 	 	

	 	 	 Name:
	 	Paul A. Mulholland
	 	 	 Title:
	 	Treasurer

  
 SUNOCO PARTNERS MARKETING &

 TERMINALS L.P., a Texas limited partnership, 
 as a Guarantor 
  

							
	By:	 	 SUNOCO LOGISTICS PARTNERS
 OPERATIONS GP LLC, a Delaware limited
 liability company, its General Partner

			
	 	 	By:	 	/s/    PAUL A. MULHOLLAND        
	 	 	 	 	

	 	 	 	 	 Name:
	 	Paul A. Mulholland
	 	 	 	 	 Title:
	 	Treasurer

  
 SUNOCO PIPELINE L.P., a
Texas limited 
 partnership, as a Guarantor 
  

							
	By:	 	 SUNOCO LOGISTICS PARTNERS
 OPERATIONS GP LLC,
a Delaware limited
 liability company, its General Partner

			
	 	 	By:	 	/s/    PAUL A. MULHOLLAND        
	 	 	 	 	

	 	 	 	 	 Name:
	 	Paul A. Mulholland
	 	 	 	 	 Title:
	 	Treasurer

  
 Signature Page to

 Joinder Agreement