Subsidiary Guarantor will be an unsecured and unsubordinated obligation of Sunoco Logistics or the applicable Subsidiary Guarantor and will rank equally with all other existing and future
unsubordinated indebtedness of Sunoco Logistics (including its senior notes and its guarantee of our obligations under the Credit Agreement and our existing senior notes) or the applicable Subsidiary Guarantor. The notes and each guarantee, if any,
will effectively rank junior to any future indebtedness of Energy Transfer and Sunoco Logistics or any applicable Subsidiary Guarantor that is both secured and unsubordinated to the extent of the value of the assets securing such indebtedness, and
the notes will structurally rank junior to all indebtedness and other liabilities of Energy Transfers existing and future Subsidiaries that are not Subsidiary Guarantors.
As of September 30, 2018, after giving effect to the consummation of the merger transactions and this offering and the application of the net
proceeds as described in Use of Proceeds, Energy Transfer would have had total senior debt of $ billion, including the notes offered hereby, and we would have been
able to incur an additional $ billion of debt under our revolving credit facility. Additionally, as of September 30, 2018, we and our subsidiaries had $600 million of
junior subordinated notes outstanding. Initially, none of Energy Transfers Subsidiaries will guarantee the notes, except for Sunoco Logistics. As of September 30, 2018, Sunoco Logistics had $7.6 billion of indebtedness outstanding,
all of which was senior unsecured notes, and Sunoco Logistics guaranteed all of Energy Transfers obligations under its senior unsecured indebtedness. As of September 30, 2018, after giving effect to the consummation of the merger
transactions and this offering and the application of the net proceeds as described in Use of Proceeds, the notes would have been structurally subordinated to
$ billion of indebtedness of Energy Transfers Subsidiaries.
We are not required to make any mandatory redemption or sinking fund payments with respect to the notes.
Except as set forth below,
neither Energy Transfer nor any of its Subsidiaries is restricted by the indenture from incurring any type of indebtedness or other obligation, from paying dividends or making distributions on its partnership or other equity interests or from
purchasing or redeeming its partnership or other equity interests. The indenture does not require the maintenance of any financial ratios or specified levels of net worth or liquidity. In addition, the indenture does not contain any provisions that
would require Energy Transfer to repurchase or redeem or otherwise modify the terms of the notes upon a change in control or other events involving Energy Transfer that could adversely affect the creditworthiness of Energy Transfer.
Limitations on Liens. Energy Transfer will not, nor will it permit any of its Subsidiaries to, create, assume,
incur or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (liens) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date of the supplemental
indenture creating the notes or thereafter acquired, to secure any Indebtedness of Energy Transfer or any other Person (other than the notes), without in any such case making effective provisions whereby all of the outstanding notes are secured
equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured.
Notwithstanding the foregoing, under the
indenture, Energy Transfer may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the notes