REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT dated March 14, 2019 (this Agreement) is entered into by and among Sunoco LP, a Delaware limited partnership (the Partnership), Sunoco Finance Corp., a Delaware corporation (Finance Corp. and, together with the Partnership, the Issuers), the guarantors listed in Schedule 1 hereto (collectively, the Initial Guarantors), and Goldman Sachs & Co. LLC and Mizuho Securities USA LLC, as representatives (the Representatives) of the initial purchasers listed on Schedule A of the Purchase Agreement (as defined below) (collectively, the Initial Purchasers).
The Issuers, the Initial Guarantors and the Representatives are parties to the Purchase Agreement dated March 11, 2019 (the Purchase Agreement), which provides for the sale by the Issuers to the Initial Purchasers of $600,000,000 aggregate principal amount of the Issuers 6.000% Senior Notes due 2027 (the Notes), which will be guaranteed on an unsecured basis by each of the Guarantors (such guarantees, together with the Notes, the Securities). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Issuers and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the following meanings:
Additional Guarantor shall mean any subsidiary of the Partnership that executes a Guarantee under the Indenture after the date of this Agreement.
Agreement shall have the meaning set forth in the preamble.
Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time.
Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof.
Exchange Offer shall mean the exchange offer by the Issuers and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.
Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.
Exchange Offer Registration Statement shall mean an exchange offer Registration Statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such Registration Statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.