Joinder Agreement - Suntrust Bank



 Exhibit 10.1.2 
  
 JOINDER AGREEMENT 
  
 This JOINDER AGREEMENT (this “Agreement”) dated as of March 14, 2003, is executed by SUNTRUST BANK (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 ERIOR, 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:
  
 SUNTRUST BANK

		
	By:	 	/s/    DAVID J. EDGE        
	 	 	

	 	 	 Name:
	 	David J. Edge
	 	 	 Title:
	 	Director


  
 Signature Page
to 
 Joinder Agreement 
  









 Acknowledged and Agreed:  
  


					
	 Administrative Agent: 
  
 BANK OF AMERICA, N.A.

		
	By:	 	/s/    RONALD E. MCKAIG        
	 	 	

	 	 	 Name:
	 	Ronald E. McKaig
	 	 	 Title:
	 	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:
	 	Paul A. Mulholland
	 	 	 	 	 Title:
	 	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
$225,000,000. 
  
 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