SUNOCO LP, SUNOCO FINANCE CORP. and EACH OF THE GUARANTORS PARTY HERETO 6.250% SENIOR NOTES DUE 2021 INDENTURE Dated as of April 7, 2016 U.S. BANK NATIONAL ASSOCIATION, TrusteeIndenture • April 8th, 2016 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This INDENTURE, dated as of April 7, 2016, is among SUNOCO LP, a Delaware limited partnership (“Sunoco LP”), SUNOCO FINANCE CORP., a Delaware corporation (“Finance Corp.” and, together with Sunoco LP, the “Issuers”), the Guarantors (as defined herein) and U.S. Bank National Association, as trustee (the “Trustee”).
GUARANTEE OF COLLECTIONGuarantee of Collection • April 8th, 2016 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS GUARANTEE OF COLLECTION (this “Guarantee”) is made as of April 7, 2016, by ETP RETAIL HOLDINGS, LLC, a Delaware limited liability company (the “Guarantor”), to SUNOCO LP, a Delaware limited partnership (“Sunoco LP”), and SUNOCO FINANCE CORP., a Delaware corporation (“Finance Corp” and, together with Sunoco LP, the “Sunoco Issuers”), to provide a guarantee of collection, on the terms set forth herein, for the benefit of the holders (the “Holders”) of the Supported Debt (as hereinafter defined) and the trustee (the “Trustee”) under the Indenture dated April 7, 2016 (collectively, the “Senior Notes Indenture”) with respect to the $800 million aggregate principal amount of the Sunoco Issuers’ 6.250% senior notes due 2021 (together with any senior notes of the Sunoco Issuers with substantially identical terms that are issued to the Holders pursuant to a registration statement under the Securities Act of 1933, as amended, the “Supported Debt”). The Guarantor and Sunoco Issuers may herei
PURCHASE AGREEMENTPurchase Agreement • April 8th, 2016 • 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 April 7, 2016 (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.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • April 8th, 2016 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of April 7, 2016, among Sunoco, LLC, a Delaware limited liability company (“Sunoco LLC”), Sunoco Retail LLC, a Pennsylvania limited liability company (“SUN Retail” and, together with Sunoco LLC, the “Guaranteeing Subsidiaries” and, individually, each a “Guaranteeing Subsidiary”), Sunoco LP, a Delaware limited partnership (“Sunoco LP”), and Sunoco Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Sunoco LP, the “Issuers”), the other Guarantors (as defined in the Indenture referred to below) party hereto and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
SUPPORT AGREEMENTSupport Agreement • April 8th, 2016 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This SUPPORT AGREEMENT (this “Agreement”) is made as of April 7, 2016 (the “Effective Date”), by and among Sunoco, Inc. (R&M), a Pennsylvania corporation (the “Support Provider”), Sunoco LP, a Delaware limited partnership (“Sunoco LP”), Sunoco Finance Corp., a Delaware corporation (“Sunoco LP Finance” and, together with Sunoco LP, the “Sunoco Issuers”), and ETP Retail Holdings, LLC, a Delaware limited liability company (“Guarantor”). The Support Provider, the Sunoco Issuers and Guarantor may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2016 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This REGISTRATION RIGHTS AGREEMENT dated April 7, 2016 (this “Agreement”) is entered into by and among Sunoco LP, a Delaware limited partnership (the “Partnership”), Sunoco Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), ETP Retail Holdings, LLC, a Delaware limited liability company (“ETP Retail”), and Credit Suisse Securities (USA) LLC (“Credit Suisse”), on behalf of itself and the other initial purchasers listed on Schedule A of the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).
