DESCRIPTION OF THE EXCHANGE NOTES
You can find the definitions of certain terms used in this description under the subheading Certain Definitions. In this
description, the term Sunoco LP refers only to Sunoco LP and not to any of its subsidiaries, the term Finance Corp. refers to Sunoco Finance Corp. and the term Issuers refers to Sunoco LP and
The Issuers issued the 2023 private notes, and will issue the 2023 exchange notes, under an indenture dated as of April 1,
2015 among themselves, the Guarantors and U.S. Bank National Association, as trustee (as amended, the 2023 Indenture). The Issuers issued the 2021 private notes, and will issue the 2021 exchange notes under an indenture dated as of April
7, 2016 among themselves, the Guarantors and U.S. Bank National Association, as trustee (as amended, the 2021 Indenture) References to Indenture refer to any or all of the 2023 Indenture or the 2021 Indenture, as the context
requires. The terms of the 2023 private notes and the 2021 private notes include, and the 2023 exchange notes and the 2021 exchange notes will include, those stated in the 2023 Indenture and the 2021 Indenture, respectively, and those made part
thereof by reference to the Trust Indenture Act of 1939, as amended (the Trust Indenture Act).
The following description is a
summary of the material provisions of the Indenture. It does not restate the Indenture in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of notes. Copies of the 2023 Indenture and
the 2021 Indenture are available as set forth below under Additional Information. Certain defined terms used in this description but not defined below under Certain Definitions have the meanings assigned to them
in the Indenture.
The registered holder of a note will be treated as its owner for all purposes. Only registered holders will have rights
under the Indenture. Unless the context otherwise requires for all purposes of the Indenture, and for this Description of the Exchange Notes, all references to the notes include the private notes, the exchange notes and any
additional notes actually issued under the Indenture.
||are general unsecured obligations of the Issuers; |
||are pari passu in right of payment with all existing and future senior Indebtedness of the Issuers; |
||are senior in right of payment to any future subordinated Indebtedness of the Issuers; and |
||are unconditionally guaranteed by the Guarantors. |
The notes, however, are effectively
subordinated to all secured Indebtedness under the Credit Agreement and Sunoco LPs $1.4 billion term loan (the Term Loan), which are secured by substantially all of the assets of Sunoco LP and the Guarantors, to the extent of
the value of the collateral securing that Indebtedness. The notes will also be structurally subordinated to any Indebtedness of our Subsidiaries that do not guarantee the notes. See Risk FactorsRisks Related to Our Indebtedness and the
NotesThe notes and the guarantees are unsecured and effectively subordinated to the Issuers and the guarantors existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and
The notes are structurally subordinated to all liabilities of any non-guarantor subsidiaries.