||no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any
holder of any other Indebtedness of Sunoco LP or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and
||as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Sunoco LP or any of its Restricted Subsidiaries except as contemplated by clause (10) of the
definition of Permitted Liens. |
For purposes of determining compliance with the covenant described under Certain
CovenantsIncurrence of Indebtedness and Issuance of Disqualified Equity above, if any Non-Recourse Debt of any of Sunoco LPs Unrestricted Subsidiaries ceases to be Non-Recourse Debt of such Unrestricted Subsidiary, such event
will be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of Sunoco LP.
Guarantee means the guarantee by each Guarantor of the Issuers obligations under the Indenture and the notes, pursuant to the provisions of the Indenture.
Obligations means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness.
Operating Surplus has the meaning assigned to such term in
the Partnership Agreement as in effect on the date of the Indenture.
Partnership Agreement means the First Amended and
Restated Agreement of Limited Partnership of Sunoco LP (f/k/a/ Susser Petroleum Partners LP), dated as of September 25, 2012, as amended as of the date of Indenture, and as such may be further amended, modified or supplemented from time to
Permitted Business means either (1) gathering, transporting, treating, processing, marketing, distributing,
storing or otherwise handling Hydrocarbons, or activities or services reasonably related, ancillary or complementary thereto, or a reasonable extension or expansion thereof including entering into Hedging Obligations to support these businesses,
(2) any other business that generates gross income that constitutes qualifying income under Section 7704(d) of the Code, or (3) the retail sale of motor fuel and the operation of convenience stores or activities or
services reasonably related, ancillary or complementary thereto, or a reasonable extension or expansion thereof.
Business Investments means Investments by Sunoco LP or any of its Restricted Subsidiaries in any Unrestricted Subsidiary of Sunoco LP or in any Joint Venture, provided that:
||either (a) at the time of such Investment and immediately thereafter, Sunoco LP could incur $1.00 of additional Indebtedness under the Fixed Charge Coverage Ratio test set forth in the first paragraph of the
covenant described under Certain CovenantsIncurrence of Indebtedness and Issuance of Disqualified Equity above or (b) such Investment does not exceed the aggregate amount of Incremental Funds (as defined in the covenant
described under Certain CovenantsRestricted Payments) not previously expended at the time of making such Investment; |
if such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at the time of such Investment,
either (a) all such Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such Unrestricted Subsidiaries or Joint Venture that is recourse to Sunoco LP or any of its Restricted Subsidiaries (which shall include all
Indebtedness of such Unrestricted Subsidiary or Joint Venture for which Sunoco LP or any of its Restricted Subsidiaries may be directly or indirectly, contingently or otherwise, obligated to pay, whether pursuant to the terms of such
Indebtedness, by law or pursuant to any guarantee, including any claw-back, make-well or keepwell arrangement) could, at the time