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SEC Filings
S-4
SUSSER HOLDINGS CORP filed this Form S-4 on 07/22/2016
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Table of Contents
Index to Financial Statements

The limited liability company agreement of each Texas Guarantor generally provides that each Texas Guarantor will indemnify its present and former directors, officers, employees or agents, or any person who, while serving in such capacity, serves as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture or similar entity at the request of the Texas Guarantor. Indemnitees are entitled to advancement of expenses and indemnification to the fullest extent permitted by the TBOC.

Virginia

Each of MACS Retail LLC and Southside Oil, LLC (each a “Virginia LLC Guarantor”) is a Virginia limited liability company. Section 13.1-1009.16 of the Virginia Limited Liability Company Act (the “VLLCA”) provides that the articles of organization or operating agreement of a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding. Section 13.1-1025 of the VLLCA provides for a limitation on the amount of damages that can be assessed against a member of manager to the lesser of (i) the monetary amount, including the elimination of liability, provided for in the articles of organization or operating agreement or (ii) the greater of $100,000 or the amount of certain cash compensation specified under the VLLCA provided to the member or manager by the limited liability company in the twelve months immediately preceding the act or omission for which liability was imposed. However, under the VLLCA, the liability of a manager or member will not be limited if the manager or member engaged in willful misconduct or a knowing violation of criminal law.

The limited liability company agreement of each Virginia LLC Guarantor generally provides that each Virginia LLC Guarantor, as applicable, will indemnify its present and former directors, officers, employees or agents, or any person who, while serving in such capacity, serves as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture or similar entity at the request of the Virginia LLC Guarantor. Indemnitees are entitled to advancement of expenses and indemnification to the fullest extent permitted by the VLLCA.

Pennsylvania

Sunoco Retail LLC (“SUN Retail”) is a Pennsylvania limited liability company. Section 8945 of the Pennsylvania Limited Liability Company Law of 1994 (the “PLLCL”) provides that, subject to standards and limitations set forth in the operating agreement, a limited liability company may and shall have the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person in defending any action or proceeding against which indemnification may be made in advance of final disposition of the proceeding. Section 8945(b) of the PLLCL prohibits indemnification in cases where the act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness, and the certificate of organization or operating agreement may not provide for indemnification in the case of willful misconduct or recklessness.

The operating agreement of SUN Retail generally provides that SUN Retail will indemnify its sole member, managers, officers or authorized representatives (the “Covered Persons”) to the fullest extent permitted law against any loss, liability, damage, judgment, demand, claim, cost or expense incurred by or asserted against the Covered Person (including without limitation, reasonable attorneys’ fees and disbursements incurred in the defense thereof) arising out of any act or omission of the Covered Person in connection with SUN Retail, unless such act or omission constitutes bad faith, gross negligence or willful misconduct on the part of the Covered Person.

ETP Retail Holdings, LLC

ETP Retail Holdings, LLC (“ETP Retail”) is a Delaware limited liability company. The indemnification provisions of the Delaware Limited Liability Company Act described in “Subsidiary Guarantors—Delaware” above also relate to ETP Retail. The limited liability company agreement of ETP Retail contains indemnification

 

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