LIMITED LIABILITY COMPANY AGREEMENT
ETP RETAIL HOLDINGS,
This LIMITED LIABILITY COMPANY AGREEMENT (the Agreement) of ETP Retail Holdings, LLC, a Delaware limited
liability company (the Company), is effective as of June 1, 2014 (the Effective Date).
WHEREAS, the Company was formed as a limited liability company on May 29, 2014, as described below; and
WHEREAS, Sunoco, Inc. (R&M), a Pennsylvania corporation (Sunoco R&M), and Atlantic Refining and Marketing
Corp, a Delaware corporation (Atlantic Refining), have agreed to contribute their respective interests in Sunoco, LLC, a Delaware limited liability company, and become Senior Preferred Members of the Company and La Grange
Acquisition, L.P., a Delaware limited partnership (La Grange), has agreed to contribute 99% of its interest in ETC M-A Acquisition LLC, a Delaware limited liability company, and become a Junior Preferred Member of the Company.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the Members agree that the terms of this Agreement
shall be as follows:
Section 1.1 Formation. The Company has been formed as a limited liability
company pursuant to and in accordance with the
Delaware Limited Liability Company Act, as it may be amended from time to time (the Act), by the filing of the Certificate of Formation of the Company (the Certificate) with the Secretary of State of the State
of Delaware on November 19, 2013. The rights and obligations of the Members (as defined below) and the administration and termination of the Company shall be governed by this Agreement and the Act. In the event of any inconsistency between any terms
and conditions contained in this Agreement and any non-mandatory provisions of the Act, the terms and conditions contained in this Agreement shall govern.
Section 1.2 Name. The name of the Company is ETP Retail Holdings, LLC.
Section 1.3 Members. La Grange, Sunoco R&M, and Atlantic Refining, shall be the members of the Company (the
Members). The address of each of the Member is set forth on Annex 1 which is attached hereto and made a part hereof. Except as required by the Act, the Members shall have no liability for obligations or liabilities of the
Company, solely by reason of being a member of the Company, unless such obligations or liabilities are expressly assumed by any such Member in writing.