The Note Guarantees, however, are effectively subordinated to all secured Indebtedness of the
Guarantors, including their guarantees of Indebtedness under the Credit Agreement and the Term Loan, to the extent of the value of the collateral securing those guarantees.
All of Sunoco LPs current significant Subsidiaries, with the exception of Finance Corp., guarantee the notes. The notes will also be
guaranteed by any of Sunoco LPs future Domestic Subsidiaries that incurs Indebtedness under a Credit Facility and by any Restricted Subsidiaries that guarantee Indebtedness of an Issuer or a Guarantor under a Credit Facility. In the event of a
bankruptcy, liquidation or reorganization of any of our non-guaranteeing Subsidiaries, such non-guaranteeing Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us
and, as a result, the obligations of our non-guaranteeing subsidiaries will be structurally senior to the notes and Note Guarantees. See Risk FactorsRisks Relating to Our Indebtedness and the NotesThe notes and the guarantees will
be unsecured and effectively subordinated to our 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.
All of our Subsidiaries are Restricted Subsidiaries. Under the
circumstances described below under the caption Certain CovenantsDesignation of Restricted and Unrestricted Subsidiaries, however, we are permitted to designate certain of our existing and future Subsidiaries as
Unrestricted Subsidiaries. Our Unrestricted Subsidiaries are not subject to the restrictive covenants in the Indenture. Our Unrestricted Subsidiaries do not guarantee the notes.
Principal, Maturity and Interest
The Issuers will issue $600 million in aggregate principal amount of the exchange notes in the exchange offer. The Issuers may issue additional
notes under the Indenture from time to time after this offering. Any issuance of additional notes is subject to all the covenants in the Indenture, including the covenant described below under the caption Certain
CovenantsIncurrence of Indebtedness and Issuance of Disqualified Equity. The exchange notes and any additional notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture,
including waivers, amendments, redemptions and offers to purchase. The Issuers have issued the notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on August 1, 2020.
Interest on the notes will accrue at the rate of 5.500% per annum and will be payable semi-annually in arrears on February 1 and August 1
of each year. Interest on overdue principal and interest accrues at the interest rate on the notes. The Issuers will make each interest payment on the notes to the holders of record on January 15 and July 15 immediately preceding each
payment date. Additional interest will accrue as liquidated damages in certain circumstances described in the registration rights agreement. All references in this Description of the Exchange Notes include any such additional interest to
the extent payable.
Interest on the notes accrues from the date of original issuance or, if interest has already been paid, from the date
it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.
Methods of Receiving
Payments on the Notes
Interest on global notes will be paid in accordance with the procedures of the applicable depositary. If a
holder of $5.0 million or more in principal amount of notes held in certificated form has given wire transfer instructions to Sunoco LP, to an account in the United States, the Issuers will pay all principal of, and interest and premium,
if any, on, that holders notes in accordance with those instructions. All other payments on certificated notes will be made at the office or agency of the paying agent and registrar unless the Issuers elect to make interest payments by check
mailed to the holders of notes at their addresses set forth in the register of holders.