SUNOCO LP (a Delaware limited partnership) 5,500,000 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENT July 15, 2015Underwriting Agreement • July 17th, 2015 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Sunoco LP, a limited partnership organized under the laws of the State of Delaware (the “Partnership”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as manager (the “Manager”), the number of common units set forth in Schedule I hereto (the “Firm Units”), each representing limited partner interests in the Partnership (the “Common Units”). The Partnership also proposes to issue and sell to the several Underwriters not more than the number of additional Common Units set for in Schedule I hereto (the “Additional Units”) if and to the extent that you, as Manager of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such number of Common Units granted to the Underwriters in Section 2 hereof. The Firm Units and the Additional Units are hereinafter collectively referred to as the “Units.” This Agreement is to confirm the agreement among the Partnership and the
PURCHASE AGREEMENTPurchase Agreement • July 17th, 2015 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of July 20, 2015 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary.
