Exhibit 3.6.2
MEMBERSHIP ASSIGNMENT
AGREEMENT
Reference is made to the Second and
Restated Limited Liability Company Agreement of Sunoco Partners
LLC, a Pennsylvania limited liability company (the
“Company”), dated as of April 30, 2002 as amended by
Amendment No. 1 dated as of January 1, 2003 (the “LLC
Agreement”). Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed thereto in the LLC
Agreement.
Recitals
WHEREAS, Sun Pipe Line Company of
Delaware, a Delaware corporation (“SPLCDel”) and
Atlantic Petroleum Corporation, a Delaware corporation
(“APC”) (each of SPLCDel and APC being an
“Assignor” and, collectively, the
“Assignors”) each hold certain Membership Interests
(the “SPLCDel Interest” and the “APC
Interest” respectively) in the Company, existing under and
evidenced by the LLC Agreement (each of the SPLCDel Interest and
the APC Interest being an “Assigned Interest” and,
collectively, the “Assigned Interests”);
WHEREAS, in each case subject to the
limitations set forth in Section 1 below:
(a) SPLCDel desires to transfer and
convey all of its right, title, and interest in and to the SPLCDel
Interest as such interest is described in the LLC Agreement, to Sun
Pipe Line Company, a Texas corporation (“SPLCTex”) and
withdraw from the Company, and
(b) APC desires to transfer and
convey all of its right, title, and interest in and to the APC
Interest as such interest is described in the LLC Agreement, to
Atlantic Refining & Marketing Corp., a Delaware corporation
(“ARMC”) and withdraw from the Company (each of SPLCTex
and ARMC being an “Assignee” and, collectively, the
“Assignees”); and
WHEREAS, the SPLCTex desires to
accept the SPLCDel Interest and to be admitted to the Company as a
substituted Member in the Company in the place and stead of
SPLCDel, and ARMC desires to accept the APC Interest and to be
admitted to the Company as a substituted Member in the Company in
the place and stead of APC.
NOW, THEREFORE, this Assignment is
made in consideration of the premises, warranties, and mutual
covenants set forth herein, and each of the parties to this
Assignment agrees as follows:
Terms and
Conditions
SECTION 1. Assignment of
Membership Interests. Effective as of January 1, 2004, (the
“Effective Date”), each Assignor hereby sells,
transfers, conveys, and assigns to its respective Assignee, without
recourse except as provided in Section 2 hereof, all of such
Assignor’s right, title, and interest in the respective
Assigned Interest and all of its rights under the LLC Agreement,
including, without limitation:
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(a)
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all rights of
the Assignor to receive monies and other property or assets due and
to become due to the Assignor under or pursuant to the LLC
Agreement,
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(b)
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all claims of
the Assignor for damages arising out of or for breach of or default
under the LLC Agreement,
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(c)
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all rights of
the Assignor to receive proceeds or benefit of any indemnity,
warranty, or other payments with respect to the LLC Agreement,
and
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(d)
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all rights of
the Assignor to perform thereunder and to compel performance and
otherwise exercise all remedies thereunder;
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provided , however , that the Assignor does not
transfer, convey, or assign the Assignor’s right to
indemnification pursuant to Section 10.01 of the LLC Agreement, to
which the Assignor may be or become entitled with respect to any
period during which the Assignor held the Assigned Interest. The
Assignee hereby accepts from the Assignor the Assigned Interest and
agrees to become a substituted member of the Company, in the place
and stead of the Assignor.
SECTION 2. Representations and
Warranties.
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(a)
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Each Assignor
represents and warrants that:
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(1)
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it has full
power, authority and legal right to execute and deliver this
Agreement and consummate the transactions contemplated
hereby;
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(2)
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it is the sole
legal and beneficial owner of the Assigned Interest being sold and
assigned by it hereunder and that such interest is free and clear
of any adverse claim;
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(3)
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it has good and
valid title to the Assigned Interest and that such title is hereby
conveyed to the Assignee free and clear of any and all liens,
claims, encumbrances, security interests, or options; and such
Assignor will defend title against the claims of all
Persons;
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(4)
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this Assignment
and admission of Assignee as a substituted Member is being made in
accordance with Applicable Laws;
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(5)
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all
governmental approvals that are required to be obtained for such
Assignor to execute and deliver this Agreement and consummate the
transactions contemplated hereby have been obtained and are in full
force and effect;
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(6)
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this Assignment
has been duly executed and delivered by the Assignor, and
constitutes the legal, valid and binding obligation of such
Assignor, enforceable against such Assignor in accordance with its
terms; and
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