Prior to April 15, 2018, the Issuers may, on one or more occasions, redeem all or part of the
2021 notes at a redemption price equal to the sum of the principal amount thereof, plus the 2021 Notes Applicable Premium at the redemption date, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right
of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the 2021 notes or portions thereof called
for redemption on the applicable redemption date.
Selection and Notice
If less than all of a series of notes is to be redeemed at any time, the trustee will select the applicable notes for redemption as follows:
||if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or |
||if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such other method as the trustee deems fair (except that any notes represented by a note in global form will be selected
by such method as The Depository Trust Company (DTC) or its nominee or successor may require or, where such nominee or successor is the trustee, a method that most nearly approximates pro rata selection as the trustee deems fair and
appropriate unless otherwise required by law). |
No notes of $2,000 or less can be redeemed in part. Notices of redemption
will be sent at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the Indenture. Any such redemption may, at Sunoco LPs discretion, be subject to one or more conditions precedent.
If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount
of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due
on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.
Issuers are not required to make mandatory redemption or sinking fund payments with respect to either series of notes.
the Option of Holders
Change of Control
If a Change of Control occurs, Sunoco LP will make an offer to each holder of each series of notes to repurchase all or any part (equal to
$2,000 or an integral multiple of $1,000 in excess thereof) of that holders notes pursuant to the offer described below (the Change of Control Offer) on the terms set forth in the Indenture. In the Change of Control Offer,
Sunoco LP will offer a payment in cash (the Change of Control Payment) equal to 101% of the aggregate principal amount of the applicable series of notes repurchased, plus accrued and unpaid interest on such notes repurchased to, but
excluding, the date of purchase (the Change of Control Payment Date), subject to the rights of holders of notes on the relevant record date to receive interest