NOTE GUARANTEE
Exhibit 4.4
NOTE GUARANTEE
For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of December 21, 2005 (the “Indenture”) among Stripes Acquisition LLC, a Delaware limited liability company (subsequently merged with and into Susser Holdings, L.L.C., a Delaware limited liability company) (the “Company”), Susser Finance Corporation, a Delaware corporation (“SFC” and together with the Company, the “Issuers”), the Guarantors party thereto and The Bank of New York, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and Additional Interest, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations under the Indenture of the Issuers to the Holders and the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee.
Capitalized terms used but not defined herein have the meanings given to them in the Indenture.
[Signature page follows.]
| APPLIED PETROLEUM TECHNOLOGIES, LTD., a Guarantor | ||
| By: | APT Management Company, LLC, its general partner | |
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| APT MANAGEMENT COMPANY, LLC, a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| C&G INVESTMENTS, LLC, a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Executive Vice President | |
| CORPUS CHRISTI REIMCO, LLC, a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Executive Vice President | |
| SSP BEVCO I LLC, a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Manager | |
[SIGNATURE PAGE TO NOTE GUARANTEE]
| SSP BEVCO II LLC, a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Manager | |
| SSP BEVERAGE, LLC, a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Manager | |
| STRIPES LLC, a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| STRIPES ACQUISITION LLC, a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Executive Vice President | |
| STRIPES HOLDINGS LLC, a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Executive Vice President, General Counsel and Secretary | |
[SIGNATURE PAGE TO NOTE GUARANTEE]
| SUSSER FINANCIAL SERVICES LLC, a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| SUSSER HOLDINGS CORPORATION, a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| SUSSER PETROLEUM COMPANY LLC, a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Executive Vice President and Secretary | |
| TCFS ACQUISITION CORPORATION, a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| TND BEVERAGE, LLC, a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Manager | |
[SIGNATURE PAGE TO NOTE GUARANTEE]
| TCFS HOLDINGS, INC., a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Executive Vice President and General Counsel | |
| TOWN & COUNTRY FOOD STORES, INC., a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Executive Vice President and General Counsel | |
| T&C WHOLESALE, INC., a Guarantor | ||
| By: | /s/ E.V. Bonner, Jr. | |
| Name: | E.V. Bonner, Jr. | |
| Title: | Executive Vice President and General Counsel | |
[SIGNATURE PAGE TO NOTE GUARANTEE]
