SUNOCO LP, SUNOCO FINANCE CORP. and EACH OF THE GUARANTORS PARTY HERETO 4.875% SENIOR NOTES DUE 2023 5.500% SENIOR NOTES DUE 2026 5.875% SENIOR NOTES DUE 2028 INDENTURE Dated as of January 23, 2018 U.S. BANK NATIONAL ASSOCIATION, TrusteeIndenture • January 29th, 2018 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This INDENTURE, dated as of January 23, 2018, 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 • January 29th, 2018 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS GUARANTEE OF COLLECTION (this “Guarantee”) is made as of January 23, 2018, by ETC M-A ACQUISITION 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 January 23, 2018 (the “Senior Notes Indenture”) with respect to the (i) $1 billion aggregate principal amount of the Sunoco Issuers’ 4.875% senior notes due 2023, (ii) $800 million aggregate principal amount of the Sunoco Issuers’ 5.500% senior notes due 2026 and (iii) $400 million aggregate principal amount of the Sunoco Issuers’ 5.875% senior notes due 2028 (together with any senior notes of the Sunoco Issuers with substantially id
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2018 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This REGISTRATION RIGHTS AGREEMENT dated January 23, 2018 (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 (collectively, the “Initial Guarantors”), ETC M-A Acquisition LLC, a Delaware limited liability company (“ETC”), and Credit Suisse Securities (USA) LLC (“Credit Suisse”) and RBC Capital Markets, LLC (“RBC”), as representatives (the “Representatives”) of the initial purchasers listed on Schedule A of the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).
SUPPORT AGREEMENTSupport Agreement • January 29th, 2018 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This SUPPORT AGREEMENT (this “Agreement”) is made as of January 23, 2018 (the “Effective Date”), by and among Sunoco, Inc., 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 ETC M-A Acquisition 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.”
COMMON UNIT REPURCHASE AGREEMENTCommon Unit Repurchase Agreement • January 29th, 2018 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Common Unit Repurchase Agreement, dated as of January 24, 2018 (this “Agreement”), is by and among Sunoco LP, a Delaware limited partnership (“SUN”), Heritage Holdings, Inc., a Delaware corporation (“HHI”), and ETP Holdco Corporation, a Delaware corporation (“ETP Holdco” and together with HHI, the “ETP Entities”). SUN, HHI and ETP Holdco are sometimes individually referred to herein as a “Party” and collectively referred to herein as the “Parties.” Defined terms used but not defined herein have the meaning given to them in Annex A.
