Paying Agent and Registrar for the Notes
The trustee acts as paying agent and registrar. The Issuers may change the paying agent or registrar without prior notice to the holders of
notes, and Sunoco LP, Finance Corp. or any of Sunoco LPs other Subsidiaries may act as paying agent or registrar.
Transfer and Exchange
holder may transfer or exchange notes in accordance with the provisions of the Indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a
transfer of notes. No service charge will be imposed by the Issuers or the trustee or registrar for any transfer or exchange of notes, except that holders will be required to pay all taxes due on transfer. The Issuers will not be required to
transfer or exchange any note selected for redemption. Also, the Issuers will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.
are guaranteed by each of Sunoco LPs current significant Subsidiaries, with the exception of Finance Corp. The notes may also be guaranteed by certain of Sunoco LPs future Restricted Subsidiaries under the circumstances described
under Certain CovenantsAdditional Guarantees. These Note Guarantees are joint and several obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee are limited as necessary to prevent that Note
Guarantee from constituting a fraudulent conveyance under applicable law. See Risk FactorsRisks Relating to Our Indebtedness and the NotesFederal and state statutes allow courts, under specific circumstances, to void subsidiary
guarantees and require noteholders to return payments received from subsidiary guarantors.
A Guarantor may not sell or otherwise
dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Issuers or another Guarantor, unless:
||immediately after giving effect to that transaction, no Default or Event of Default exists; and |
||the Person acquiring the assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) assumes all the obligations of that Guarantor
under the Indenture and its Note Guarantee pursuant to a supplemental indenture substantially in the form specified in the Indenture; or |
||the Net Proceeds of such sale or other disposition are applied in accordance with the Asset Sales provisions of the Indenture. |
The Note Guarantee of a Guarantor will be released:
||in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after
giving effect to such transaction) Sunoco LP or a Restricted Subsidiary of Sunoco LP, if (for the avoidance of doubt, at the time thereof) the sale or other disposition does not violate the Asset Sales provisions of the
||in connection with any sale or other disposition of all the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Sunoco LP or a Restricted Subsidiary of
Sunoco LP, if (for the avoidance of doubt, at the time thereof) the sale or other disposition does not violate the Asset Sales provisions of the Indenture; |