Exhibit 1.2
SUNOCO, INC.
(“Company”)
Debt Securities
TERMS
AGREEMENT
December 11, 2006
Citigroup Global Markets
Inc.
388 Greenwich Street
New York, New York 10013
and
J.P. Morgan Securities,
Inc.
270 Park Avenue
New York, New York 10017
As Representatives of the
Underwriters identified herein
Dear Ladies and
Gentlemen:
The undersigned agrees to sell to
the several Underwriters named in Schedule A hereto for their
respective accounts, on and subject to the terms and conditions of
the Underwriting Agreement filed as an exhibit to the
Company’s registration statement on Form S-3 (No. 333-40876)
( “Underwriting Agreement” ), the following
securities ( “Offered Securities” ) on the
following terms:
Title: 5.750% Notes Due January 15,
2017.
Principal Amount:
$400,000,000.
Interest: 5.750% per annum, from December 14,
2006 payable semiannually on January 15 and July 15,
commencing July 15, 2007, to holders of record on the
preceding January 1 and July 1, as the case may
be.
Maturity: January 15, 2017
Optional Redemption:
The Offered Securities will be
redeemable in whole or in part, at the Company’s option at
any time, at a redemption price equal to the greater of
(1) 100% of the principal amount of the Offered Securities to
be redeemed or (2) the sum of the present values of the
Remaining Scheduled Payments (as defined in the prospectus
supplement) on the
Offered Securities, discounted to the redemption
date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined in the
prospectus supplement) plus 25 basis points, plus accrued interest
on the principal amount being redeemed to the redemption
date.
Sinking Fund:
Not Applicable.
Listing: Not Applicable.
Delayed Delivery
Contracts: None
Purchase Price:
99.629% of principal amount, plus
accrued interest, if any, from December 14, 2006.
Expected Reoffering
Price: 5.798 % of
principal amount, subject to change by the undersigned.
Closing: 9:00 A.M. (New York time) on December 14,
2006, at Simpson Thacher & Bartlett LLP, 425 Lexington
Avenue, New York, New York 10017-3954, in Federal (same day)
funds.
Settlement and
Trading: Book-Entry Only
via DTC.
Blackout: The Company will not issue any additional debt
securities denominated in U.S. dollars prior to December 14,
2006.
Name and Address of
Representatives:
Citigroup Global Markets
Inc.
388 Greenwich Street, 32
nd
Floor
New York, New York 10013
Attention: Legal
Department
J.P. Morgan Securities
Inc.
270 Park Avenue – 8
th
Floor
New York, New York 10017
Attention: High Grade Syndicate
Desk
The respective principal amounts of
the Offered Securities to be purchased by each of the Underwriters
are set forth opposite their names in Schedule A hereto.
The provisions of the Underwriting
Agreement are incorporated herein by reference.
The Offered Securities will be made
available for checking and packaging at the office of Simpson
Thacher & Bartlett LLP, 425 Lexington Avenue, New York,
New York 10017-3954 at least 24 hours pri
