SEC Info - Sunoco LP - ‘10-K’ for 12/31/18

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Sunoco LP – ‘10-K’ for 12/31/18 – ‘EX-4.4’

On: Friday, 2/22/19, at 1:13pm ET · For: 12/31/18 · Accession #: 1552275-19-11 · File #: 1-35653

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/22/19  Sunoco LP                         10-K       12/31/18  134:15M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.47M 
 2: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     62K 
 3: EX-10.32    Material Contract                                   HTML     78K 
 4: EX-21.1     Subsidiaries List                                   HTML     36K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML     36K 
 6: EX-23.2     Consent of Experts or Counsel                       HTML     36K 
11: EX-99.1     Miscellaneous Exhibit                               HTML    105K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     38K 
10: EX-32.2     Certification -- §906 - SOA'02                      HTML     38K 
18: R1          Document And Entity Information                     HTML     75K 
19: R2          Consolidated Balance Sheets                         HTML    127K 
20: R3          Consolidated Balance Sheets (Parenthetical)         HTML     50K 
21: R4          Consolidated Statements of Operations and           HTML    136K 
                Comprehensive (Loss) Income                                      
22: R5          Consolidated Statement of Changes in Partners'      HTML     89K 
                Equity                                                           
23: R6          Consolidated Statements of Cash Flows               HTML    196K 
24: R7          Organization and Principles of Consolidation        HTML     49K 
25: R8          Summary of Significant Accounting Policies          HTML    145K 
26: R9          Mergers and Acquisitions                            HTML    107K 
27: R10         Accounts Receivable                                 HTML     52K 
28: R11         Inventories, net                                    HTML     45K 
29: R12         Property and Equipment, net                         HTML     51K 
30: R13         Goodwill and Other Intangible Assets                HTML    134K 
31: R14         Accrued Expenses and Other Current Liabilities      HTML     51K 
32: R15         Long-Term Debt                                      HTML     91K 
33: R16         Other Noncurrent Liabilities                        HTML     60K 
34: R17         Related-Party Transactions                          HTML     52K 
35: R18         Revenue (Notes)                                     HTML     87K 
36: R19         Commitments And Contingencies                       HTML     75K 
37: R20         Rental Income under Operating Leases                HTML     55K 
38: R21         Interest Expense, net                               HTML     49K 
39: R22         Income Tax Expense                                  HTML    102K 
40: R23         Partners' Capital                                   HTML    141K 
41: R24         Unit-Based Compensation                             HTML     57K 
42: R25         Segment Reporting                                   HTML    293K 
43: R26         Net Income per Unit                                 HTML     77K 
44: R27         Selected Quarterly Results of Operations            HTML    102K 
                (Unaudited)                                                      
45: R28         Subsequent Events                                   HTML     39K 
46: R29         Summary of Significant Accounting Policies          HTML    224K 
                (Policies)                                                       
47: R30         Mergers and Acquisitions (Tables)                   HTML     46K 
48: R31         Discontinued Operations (Tables)                    HTML     61K 
49: R32         Discontinued Operations Schedule of Operations      HTML    152K 
                Result Associated with Discontinued Operations                   
                (Tables)                                                         
50: R33         Discontinued Operations Schedule of assets and      HTML     62K 
                liabilities classified as held for sale (Tables)                 
51: R34         Accounts Receivable, net (Tables)                   HTML     48K 
52: R35         Inventories, net (Tables)                           HTML     46K 
53: R36         Property and Equipment, net (Tables)                HTML     50K 
54: R37         Goodwill and Other Intangible Assets (Tables)       HTML    128K 
55: R38         Accrued Expenses and Other Current Liabilities      HTML     50K 
                (Tables)                                                         
56: R39         Long-Term Debt (Tables)                             HTML     72K 
57: R40         Other Noncurrent Liabilities (Tables)               HTML     62K 
58: R41         Related-Party Transactions (Tables)                 HTML     45K 
59: R42         Commitments And Contingencies (Tables)              HTML     67K 
60: R43         Rental Income under Operating Leases (Tables)       HTML     56K 
61: R44         Interest Expense, net (Tables)                      HTML     49K 
62: R45         Income Tax Expense (Tables)                         HTML    104K 
63: R46         Partners' Capital (Tables)                          HTML    121K 
64: R47         Partners' Capital Preferred unit distribution       HTML     84K 
                (Tables)                                                         
65: R48         Unit-Based Compensation Unit Based Compensation     HTML     52K 
                Tables (Tables)                                                  
66: R49         Segment Reporting (Tables)                          HTML    290K 
67: R50         Net Income per Unit (Tables)                        HTML     76K 
68: R51         Selected Quarterly Results of Operations            HTML    102K 
                (Unaudited) (Tables)                                             
69: R52         Organization and Principles of Consolidation -      HTML     76K 
                Additional Information (Details)                                 
70: R53         Summary of Significant Accounting Policies -        HTML     91K 
                Additional Information (Details)                                 
71: R54         Summary of Significant Accounting Policies          HTML     56K 
                01-01-2018 Cumulative effect of ASU 2014-09                      
                (Details)                                                        
72: R55         Summary of Significant Accounting Policies 2018     HTML     75K 
                income statement impact of ASC 606 (Details)                     
73: R56         Summary of Significant Accounting Policies 2018     HTML     61K 
                balance sheet impact of ASC 606 (Details)                        
74: R57         Mergers and Acquisitions - Schedules (Details)      HTML     93K 
75: R58         Mergers and Acquisitions - Emerge Fuels Business    HTML     69K 
                Acquisition (Narrative) (Details)                                
76: R59         Mergers and Acquisitions - Other Acquisitions       HTML    135K 
                (Narrative) (Details)                                            
77: R60         Discontinued Operations (Details)                   HTML     83K 
78: R61         Discontinued Operations Schedule of assets and      HTML     63K 
                liabilities classified as held for sale (Details)                
79: R62         Discontinued Operations Schedule of operation       HTML    102K 
                result associated with discontinued operations                   
                (Details)                                                        
80: R63         Discontinued Operations Discontinued Operations     HTML     75K 
                (Narrative) (Details)                                            
81: R64         Accounts Receivable, net (Details)                  HTML     53K 
82: R65         Inventories - Additional Information (Details)      HTML     37K 
83: R66         Inventories (Details)                               HTML     41K 
84: R67         Property and Equipment, net (Details)               HTML     54K 
85: R68         Property and Equipment, net - Additional            HTML     38K 
                Information (Details)                                            
86: R69         Goodwill and Other Intangible Assets Goodwill and   HTML     94K 
                Other Intangible Assets (Goodwill Rollforward)                   
                (Details)                                                        
87: R70         Goodwill and Other Intangible Assets (Narrative)    HTML     65K 
                (Details)                                                        
88: R71         Goodwill and Other Intangible Assets (Intangible    HTML     73K 
                Assets) (Details)                                                
89: R72         Goodwill and Other Intangible Assets Goodwill and   HTML     64K 
                Other Intangible Assets (Intangible Amortization)                
                (Details)                                                        
90: R73         Accrued Expenses and Other Current Liabilities      HTML     60K 
                (Details)                                                        
91: R74         Long-Term Debt (Details)                            HTML     97K 
92: R75         Long-Term Debt (Maturities) (Details)               HTML     48K 
93: R76         Long-Term Debt Long-Term Debt (Term Loan)           HTML     40K 
                (Details)                                                        
94: R77         Long-Term Debt Long Term Debt (Senior Notes)        HTML     64K 
                (Details)                                                        
95: R78         Long-Term Debt Private Offering of Senior Notes     HTML     64K 
                (Details)                                                        
96: R79         Long-Term Debt (Revolving Credit Agreement)         HTML     89K 
                (Details)                                                        
97: R80         Long-Term Debt (Sale Leaseback Financing            HTML     46K 
                Obligation and Fair Value) (Details)                             
98: R81         Other Noncurrent Liabilities - Other Noncurrent     HTML     56K 
                Liabilities (Details)                                            
99: R82         Other Noncurrent Liabilities - Change in Assets     HTML     46K 
                Retirement Obligations (Details)                                 
100: R83         Related-Party Transactions - Additional             HTML     63K  
                Information (Details)                                            
101: R84         Related-Party Transactions (Schedule of Related     HTML     49K  
                Party Transactions) (Details)                                    
102: R85         Revenue (Details)                                   HTML     35K  
103: R86         Revenue Disaggregation of revenue (Details)         HTML     69K  
104: R87         Revenue Contract balances with customers (Details)  HTML     50K  
105: R88         Revenue Performance obligations (Details)           HTML     38K  
106: R89         Commitments and Contingencies (Leases) (Details)    HTML     42K  
107: R90         Commitments and Contingencies (Leases, Schedule of  HTML     52K  
                Rent Expense) (Details)                                          
108: R91         Commitments and Contingencies (Leases, Future       HTML     55K  
                Minimum Payments) (Details)                                      
109: R92         Commitments and Contingencies (Environmental        HTML     49K  
                Remediation) (Details)                                           
110: R93         Commitments and Contingencies (Deferred Branding    HTML     41K  
                Incentives) (Details)                                            
111: R94         Commitments and Contingencies (Contingent           HTML     41K  
                Consideration Related to Acquisition) (Details)                  
112: R95         Rental Income under Operating Leases (Property      HTML     51K  
                Available for Lease) (Details)                                   
113: R96         Rental Income under Operating Leases Rental Income  HTML     51K  
                under Operating Leases (Minimum Future Rental                    
                Income) (Details)                                                
114: R97         Interest Expense And Interest Income (Details)      HTML     48K  
115: R98         Income Tax Expense (Narrative) (Details)            HTML     40K  
116: R99         Income Tax Expense Income Tax Expense (Components   HTML     59K  
                of Tax Expense) (Details)                                        
117: R100        Income Tax Expense Income Tax Expense (Effective    HTML     56K  
                Income Tax Rate Reconciliation) (Details)                        
118: R101        Income Tax Expense Income Tax Expense (Deferred     HTML     70K  
                Tax Assets) (Details)                                            
119: R102        Partners' Capital (Narrative) (Details)             HTML    118K  
120: R103        Partners' Capital (Common Unit Activity) (Details)  HTML     56K  
121: R104        Partners' Capital (Allocations of Net Income)       HTML     67K  
                (Details)                                                        
122: R105        Partners' Capital (Incentive Distribution Rights)   HTML     67K  
                (Details)                                                        
123: R106        Partners' Capital (Cash Distributions) (Details)    HTML     60K  
124: R107        Partners' Capital Series A Preferred Units          HTML     62K  
                (Details)                                                        
125: R108        Unit-Based Compensation Unit Based Compensation     HTML     65K  
                Narrative (Details)                                              
126: R109        Unit-Based Compensation Schedule of unit grants     HTML     61K  
                outstanding (Details)                                            
127: R110        Segment Reporting - Additional Information          HTML     49K  
                (Details)                                                        
128: R111        Segment Reporting (Details)                         HTML    227K  
129: R112        Net Income per Unit (Details)                       HTML     82K  
130: R113        Selected Quarterly Financial Data (Unaudited)       HTML     95K  
                (Details)                                                        
131: R114        Subsequent Events (Details)                         HTML     45K  
133: XML         IDEA XML File -- Filing Summary                      XML    245K  
132: EXCEL       IDEA Workbook of Financial Reports                  XLSX    157K  
12: EX-101.INS  XBRL Instance -- sun-20181231                        XML   4.42M 
14: EX-101.CAL  XBRL Calculations -- sun-20181231_cal                XML    360K 
15: EX-101.DEF  XBRL Definitions -- sun-20181231_def                 XML   1.74M 
16: EX-101.LAB  XBRL Labels -- sun-20181231_lab                      XML   2.33M 
17: EX-101.PRE  XBRL Presentations -- sun-20181231_pre               XML   1.98M 
13: EX-101.SCH  XBRL Schema -- sun-20181231                          XSD    305K 
134: ZIP         XBRL Zipped Folder -- 0001552275-19-000011-xbrl      Zip    413K

‘EX-4.4’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 4.4

FIRST SUPPLEMENTAL INDENTURE

This First Supplemental Indenture (this “First Supplemental Indenture”), dated as of January 24, 2019, is among AMID Refined Products LLC, a Delaware limited liability company (“AMID Refined Products”), AMID NLR LLC, a Delaware limited liability company (“AMID NLR”), AMID Caddo LLC, a Delaware limited liability company (“AMID Caddo” and, together with AMID Refined Products and AMID NLR, the “Guaranteeing Subsidiaries” and, individually, each a “Guaranteeing Subsidiary”), Sunoco LP, a Delaware limited partnership (“Sunoco LP”), and Sunoco Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Sunoco LP, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of January 23, 2018, providing for the issuance of their 4.875% Senior Notes due 2023, 5.500% Senior Notes due 2026 and 5.875% Senior Notes due 2028 (collectively, the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each of the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. Agreement to Guarantee. Each of the Guaranteeing Subsidiaries hereby agrees to provide an unconditional guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

3. No Recourse Against Others. No past, present or future director, officer, partner, member, employee, incorporator, manager or unit holder or other owner of Equity Interests of any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuers or any Guaranteeing Subsidiary under the Notes, any of the Note Guarantees, the Indenture or this First Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting a Note, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE.

5. Counterparts. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Issuers.

(Signature pages follow.)

WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, all as of the date first above written.

AMID Refined Products LLC

AMID NLR LLC

AMID Caddo LLC


By:	/s/ *Thomas R. Miller*


Name:	Thomas R. Miller


Title:	Chief Financial Officer

Signature Page to First Supplemental Indenture

SUNOCO LP


By:	Sunoco GP LLC, its general partner


By:	/s/ *Thomas R. Miller*


Name:	Thomas R. Miller


Title:	Chief Financial Officer

SUNOCO FINANCE CORP.


By:	/s/ *Thomas R. Miller*


Name:	Thomas R. Miller


Title:	Chief Financial Officer

SUNOCO, LLC


By:	Sunoco LP, its sole member


By:	Sunoco GP LLC, its general partner


By:	/s/ *Thomas R. Miller*


Name:	Thomas R. Miller


Title:	Chief Financial Officer

SUNOCO PROPERTY COMPANY LLC

ALOHA PETROLEUM LLC

ALLIED ENERGY COMPANY LLC

DIRECT FUELS LLC


By:	Sunoco, LLC, its sole member


By:	/s/ *Thomas R. Miller*


Name:	Thomas R. Miller


Title:	Chief Financial Officer

Signature Page to First Supplemental Indenture

SUNOCO RETAIL LLC


By:	Sunoco Property Company LLC, its sole member


By:	Sunoco, LLC, its sole member


By:	/s/ *Thomas R. Miller*


Name:	Thomas R. Miller


Title:	Chief Financial Officer

SUNMARKS, LLC


By:	Sunoco Retail LLC, its sole member


By:	Sunoco Property Company LLC, its sole member


By:	Sunoco, LLC, its sole member


By:	/s/ *Thomas R. Miller*


Name:	Thomas R. Miller


Title:	Chief Financial Officer

ALOHA PETROLEUM, LTD.


By:	/s/ *Thomas A. Grimes*


Name:	Thomas A. Grimes


Title:	President

Signature Page to First Supplemental Indenture

U.S. BANK NATIONAL ASSOCIATION,

as Trustee


By:	*Alejandro Hoyos*


Name:	Alejandro Hoyos


Title:	Authorized Signatory

Signature Page to First Supplemental Indenture

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/22/19	4
	1/24/19
For Period end:	12/31/18
	1/23/18	8-K
		List all Filings

7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/16/24  Sunoco LP                         10-K       12/31/23  110:11M
 2/17/23  Sunoco LP                         10-K       12/31/22  106:11M
 5/20/22  Sunoco LP                         S-4                    9:1.3M                                   Donnelley … Solutions/FA
 2/18/22  Sunoco LP                         10-K       12/31/21  107:12M
 9/24/21  Sunoco LP                         S-3ASR      9/24/21    8:1.1M                                   Donnelley … Solutions/FA
 5/20/21  Sunoco LP                         S-4                   11:1.3M                                   Donnelley … Solutions/FA
 2/19/21  Sunoco LP                         10-K       12/31/20  117:14M

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Filing Submission 0001552275-19-000011 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Sunoco LP – ‘10-K’ for 12/31/18 – ‘EX-4.4’

On: Friday, 2/22/19, at 1:13pm ET · For: 12/31/18 · Accession #: 1552275-19-11 · File #: 1-35653

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-4.4’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

7 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents