UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 3, 2017 (January 31, 2017)
SUNOCO LP
(Exact name of registrant as specified in its charter)
Delaware | 001-35653 | 30-0740483 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
8020 Park Lane, Suite 200
Dallas, Texas 75231
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (832) 234-3600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. | Entry into a Material Definitive Agreement. |
Limited Waiver to Credit Agreement and Limited Waiver to Senior Secured Term Loan Agreement
On January 31, 2017, Sunoco LP (the Partnership) entered into (i) a limited waiver (the Credit Agreement Waiver) to the Credit Agreement, dated as of September 25, 2014 (as amended to date, the Credit Agreement) with the lenders party thereto and Bank of America, N.A., in its capacity as a letter of credit issuer, as swing line lender, and as administrative agent (the Credit Agreement Agent) and (ii) a limited waiver (the Term Loan Waiver and, together with the Credit Agreement Waiver, the Waivers) to the Senior Secured Term Loan Agreement, dated as of March 31, 2016 (as amended to date, the Term Loan Agreement and, together with the Credit Agreement, the Agreements) with the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, in its capacity as administrative agent (the Term Loan Agent and, together with the Credit Agreement Agent, the Agents). Under the Waivers, the Agents and lenders party thereto waived and deemed remedied, among other matters, the miscalculations of the Partnerships consolidated EBITDA (and therefore leverage ratio) as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under each Agreement from December 21, 2016 through the effective date of the Waivers (which failure was remedied prior to the effectiveness of the Waivers).
As a result of the restatement of the compliance certificates for the fiscal quarter ended September 30, 2016 delivered in connection with the Waivers, the margin applicable to the obligations under the Agreements increased from (i) 2.75% in respect of LIBOR rate loans and 1.75% in respect of base rate loans to (ii) 3.00% in respect of LIBOR rate loans and 2.00% in respect of base rate loans, until the delivery of the next compliance certificates.
The discussion included herein of the Credit Agreement Waiver and the Term Loan Waiver is qualified in its entirety by reference to Exhibit 10.1 and Exhibit 10.2, respectively, of this report on Form 8-K, which are hereby incorporated into this item.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
10.1 | Limited Waiver to Credit Agreement, dated as of January 31, 2017, by and among Sunoco LP, Bank of America, N.A. and the financial institutions parties thereto as Lenders. | |
10.2 | Limited Waiver to Senior Secured Term Agreement, dated as of January 31, 2017, by and among Sunoco LP, Credit Suisse AG, Cayman Islands Branch, and the financial institutions parties thereto as Lenders. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SUNOCO LP | ||||||||
By: | SUNOCO GP LLC, its General Partner | |||||||
Date: February 3, 2017 | By: |
/s/ Thomas R. Miller |
||||||
Name: | Thomas R. Miller | |||||||
Title: | Chief Financial Officer |
EXHIBIT INDEX
EXHIBIT |
DESCRIPTION |
|
10.1 | Limited Waiver to Credit Agreement, dated as of January 31, 2017, by and among Sunoco LP, Bank of America, N.A. and the financial institutions parties thereto as Lenders. | |
10.2 | Limited Waiver to Senior Secured Term Agreement, dated as of January 31, 2017, by and among Sunoco LP, Credit Suisse AG, Cayman Islands Branch, and the financial institutions parties thereto as Lenders. |
Exhibit 10.1
Execution Version
LIMITED WAIVER TO CREDIT AGREEMENT
This Limited Waiver to Credit Agreement (this Limited Waiver ) is entered into effective as of the 31st day of January, 2017 (the Effective Date ), by and among Sunoco LP, a Delaware limited partnership ( Borrower ), Bank of America, N.A., as Administrative Agent (in such capacity, the Administrative Agent ), Swingline Lender and an LC Issuer, and the financial institutions parties hereto as Lenders ( Lenders ).
W I T N E S S E T H
WHEREAS, Borrower, Administrative Agent and the Lenders are parties to that certain Credit Agreement, dated as of September 25, 2014 (as amended by that certain First Amendment to Credit Agreement and Increase Agreement dated as of as April 10, 2015, that certain Second Amendment to Credit Agreement, dated as of December 2, 2015, that certain Third Amendment to Credit Agreement, dated as of August 1, 2016, and that certain Fourth Amendment to Credit Agreement, dated as of December 21, 2016 and as otherwise amended, restated, supplemented or modified prior to the date hereof, the Existing Credit Agreement and the Existing Credit Agreement, as modified by this Limited Waiver, the Credit Agreement ) (unless otherwise defined herein, all terms used herein with their initial letter capitalized shall have the meaning given such terms in the Credit Agreement);
WHEREAS, Borrower has advised Administrative Agent and the Lenders that (a) beginning with the Compliance Certificate for the Fiscal Quarter ending September 30, 2014, it miscalculated the amount of its Consolidated EBITDA (and as a result its Leverage Ratio) as set forth in each of the Compliance Certificates delivered under the Credit Agreement to date (collectively, the Miscalculations ) and (b) as a result of the Miscalculation in the Compliance Certificate for the Fiscal Quarter ending September 30, 2016, incremental interest should have been paid on the Loans because a higher Leverage Ratio should have applied from December 21, 2016 for each Interest Payment Date arising on or before the date of the next Compliance Certificate delivered pursuant to the terms of the Credit Agreement (such period, the Applicable Period and the failure to have paid any such incremental interest (the Incremental Accrued Interest ) during such period, the Incremental Accrued Interest Breach );
WHEREAS, Borrower has requested that Administrative Agent and the Lenders constituting at least the Majority Lenders waive the Miscalculations, the Incremental Accrued Interest Breach and any and all Defaults or Events of Defaults due to the Miscalculations or the Incremental Accrued Interest Breach, in either case, on or before the Effective Date (including as a result of the existence or non-existence of any Default or Event of Default during the Applicable Period attributable to the Miscalculations or Incremental Accrued Interest Breach or the inaccuracy of any representation or warranty (including any reaffirmation thereof) regarding the Miscalculations or the Incremental Accrued Interest Breach);
WHEREAS, subject to and upon the terms and conditions set forth herein, the Lenders party hereto have agreed to enter into this Limited Waiver;
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Borrower, Administrative Agent, and the Lenders hereto hereby agree as follows:
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Section 1. Limited Waiver . In reliance on the representations, warranties, covenants and agreements contained in this Limited Waiver, subject to the terms and conditions precedent set forth in Section 2 hereof, the Administrative Agent and the Lenders hereby agree that, as of the Effective Date, the Miscalculations, the Incremental Accrued Interest Breach and any and all Defaults or Events of Default due to the Miscalculations or the Incremental Accrued Interest Breach, in either case, on or before the Effective Date (including as a result of the existence or non-existence of any Default or Event of Default during the Applicable Period attributable to the Miscalculations or Incremental Accrued Interest Breach or the inaccuracy of any representation or warranty (including any reaffirmation thereof) regarding the Miscalculations or the Incremental Accrued Interest Breach) are hereby waived and deemed remedied for all purposes under the Loan Documents (provided that, for the avoidance of doubt, the payment by Borrower of the Incremental Accrued Interest is not waived by this Section 1 ).
Section 2. Conditions Precedent . The limited waiver contained in Section 1 hereof shall be subject to the satisfaction of each of the following conditions precedent:
2.1 Counterparts . Administrative Agent shall have received counterparts of this Limited Waiver duly executed by Borrower, the Guarantors and Lenders constituting at least the Majority Lenders.
2.2 Updated Calculations and Compliance Certificate . Administrative Agent shall have received (a) updated calculations of Borrowers Consolidated EBITDA for each quarter from (and including) the Fiscal Quarter ending September 30, 2014 and (b) an updated Compliance Certificate with respect to the Fiscal Quarter ending September 30, 2016, in each case, reflecting its correct Consolidated EBITDA and Leverage Ratio calculations for such periods.
2.3 Interest . Borrower shall have paid to the Administrative Agent, for the account of each Lender, the Incremental Accrued Interest and any accrued Default Rate interest with respect thereto.
2.4 Term Loan Limited Waiver . Administrative Agent shall have received a duly executed copy of a limited waiver to the Term Loan Facility in form and substance reasonably satisfactory to Administrative Agent; provided that a limited waiver in form and substance substantially the same as this Limited Waiver shall be deemed reasonably satisfactory to Administrative Agent.
2.5 No Default . After giving effect to the limited waiver set forth in Section 1 hereof, no Default or Event of Default shall have occurred which is continuing.
Section 3. Representations and Warranties of Borrower . To induce the Lenders and Administrative Agent to enter into this Limited Waiver, Borrower hereby represents and warrants to the Lenders and Administrative Agent as follows:
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3.1 Reaffirmation of Existing Representations and Warranties . After giving effect to the limited waiver set forth in Section 1 hereof, each representation and warranty of Borrower contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties are true and correct in all respects) on the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties were true and correct in all respects) as of such earlier date.
3.2 No Default or Event of Default . After giving effect to the limited waiver set forth in Section 1 hereof, no Default or Event of Default has occurred which is continuing.
3.3 Acknowledgment of No Defenses . As of the Effective Date, to the knowledge of Borrower, Borrower has no defense to (a) Borrowers obligation to pay the Obligations when due, or (b) the validity, enforceability or binding effect against Borrower or any Loan Party of the Credit Agreement or any of the other Loan Documents (to the extent a party thereto) or any Liens intended to be created thereby.
Section 4. Miscellaneous .
4.1 Reaffirmation of Loan Documents . Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as modified hereby, remain in full force and effect. The limited waiver contemplated hereby shall not limit or impair any Lien securing the Obligations, each of which is hereby ratified and affirmed. The execution, delivery and effectiveness of this Limited Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or Administrative Agent under any of the Loan Documents, nor, except as expressly provided in Section 1 hereof, constitute a waiver or amendment of any provision of any of the Loan Documents.
4.2 Limited Waiver . The limited waiver granted in Section 1 hereof is a one time waiver limited solely to the Miscalculations, the Incremental Accrued Interest Breach and any and all Defaults or Events of Default arising therefrom on or prior to the Effective Date, and nothing contained herein shall be deemed a consent to, or waiver of, any other Default or Event of Default or action or inaction of Borrower, any Guarantor or any of Borrowers Subsidiaries which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document. Neither the Lenders nor Administrative Agent shall be obligated to grant any future waivers, consents or amendments with respect to any other provision of the Credit Agreement or any other Loan Document. Nothing contained herein shall constitute any course of dealing or other basis for altering any obligation of Borrower or any right, privilege or remedy of Administrative Agent or the Lenders under the Credit Agreement or the other Loan Documents.
4.3 Parties in Interest . All of the terms and provisions of this Limited Waiver shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
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4.4 Counterparts . This Limited Waiver may be executed in counterparts, including, without limitation, by electronic signature, and all parties need not execute the same counterpart. Facsimiles or other electronic transmissions (e.g. .pdfs) of such executed counterparts shall be effective as originals.
4.5 Complete Agreement . THIS LIMITED WAIVER, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.
4.6 Headings . The headings, captions and arrangements used in this Limited Waiver are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Limited Waiver, nor affect the meaning thereof.
4.7 Effectiveness . This Limited Waiver shall be effective automatically and without necessity of any further action by Borrower, Administrative Agent or the Lenders when counterparts hereof have been executed by Borrower, Guarantors and the Majority Lenders, and all conditions to the effectiveness hereof set forth herein have been satisfied.
4.8 Governing Law . THIS LIMITED WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
4.9 Modification . On and after the Effective Date, each reference in the Credit Agreement to this Agreement, hereunder, hereof or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as modified by this Limited Waiver. This Limited Waiver constitutes a Loan Document.
4.10 Release of Claims and Waiver of Defenses . In further consideration of Administrative Agents and the Majority Lenders execution of this Limited Waiver, Borrower, on behalf of itself and its successors, assigns, affiliates, officers, directors, employees and agents hereby forever, fully, unconditionally and irrevocably waives and releases Administrative Agent, the Lenders and their respective successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the Releasees ) from any and all claims, liabilities, obligations, debts, causes of action (whether at law or in equity or otherwise), defenses, counterclaims, setoffs, of any kind, whether known or unknown, whether liquidated or unliquidated, matured or unmatured, fixed or contingent, directly or indirectly arising out of, connected with, resulting from or related to any act or omission by Administrative Agent, any Lender or any other Releasee with respect to the Loan Documents and any Collateral occurring on or before the date of this Limited Waiver.
[Signature Pages to Follow]
4
IN WITNESS WHEREOF, the parties hereto have caused this Limited Waiver to be duly executed by their respective authorized officers on the date and year first above written.
SUNOCO LP | ||
By: | SUNOCO GP LLC, its General Partner | |
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
BANK OF AMERICA, N.A., | ||
as an LC Issuer, Swingline Lender and a Lender | ||
By: | /s/ Adam H. Fey | |
Name: | Adam H. Fey | |
Title: | Director | |
BANK OF AMERICA, N.A., as Administrative Agent |
||
By: | ||
Name: | ||
Title: |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
BANK OF AMERICA, N.A., | ||
as an LC Issuer, Swingline Lender and a Lender | ||
By: | ||
Name: | ||
Title: | ||
BANK OF AMERICA, N.A., as Administrative Agent |
||
By: | /s/ Denise Jones | |
Name: | Denise Jones | |
Title: | Assistant Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
WELLS FARGO BANK, N.A., | ||
as an LC Issuer and a Lender | ||
By: | /s/ Nathan Starr | |
Name: | Nathan Starr | |
Title: | Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
COMPASS BANK, | ||
as a Lender | ||
By: | /s/ Blake Kirshman | |
Name: | Blake Kirshman | |
Title: | Senior Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
THE BANK OF TOKYO-MITSUBISHI UFJ LTD., | ||
as a Lender | ||
By: | /s/ Sherwin Brandford | |
Name: | Sherwin Brandford | |
Title: | Director |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
DNB CAPITAL LLC, | ||
as a Lender | ||
By: | /s/ Joe Hykle | |
Name: | Joe Hykle | |
Title: | Senior Vice President | |
DNB CAPITAL LLC, as a Lender |
||
By: | /s/ Jodie Gildersleeve | |
Name: | Jodie Gildersleeve | |
Title: | Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
BARCLAYS BANK PLC, | ||
as a Lender | ||
By: | /s/ Christopher Aitkin | |
Name: | Christopher Aitkin | |
Title: | Assistant Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
CITIBANK, N.A., | ||
as a Lender | ||
By: | /s/ Michael Zeller | |
Name: | Michael Zeller | |
Title: | Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, | ||
as a Lender | ||
By: | /s/ Nupur Kumar | |
Name: | Nupur Kumar | |
Title: | Authorized Signatory | |
By: | /s/ Warren Van Heyst | |
Name: | Warren Van Heyst | |
Title: | Authorized Signatory |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
DEUTSCHE BANK AG NEW YORK BRANCH, | ||
as a Lender | ||
By: | /s/ Chris Chapman | |
Name: | Chris Chapman | |
Title: | Director | |
By: | /s/ Susana Fornies | |
Name: | Susana Fornies | |
Title: | Assistant Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
GOLDMAN SACHS BANK USA, | ||
as a Lender | ||
By: | /s/ Ushma Dedhiya | |
Name: | Ushma Dedhiya | |
Title: | Authorized Signatory |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
JPMORGAN CHASE BANK, N.A., | ||
as a Lender | ||
By: | /s/ Stephanie Balette | |
Name: | Stephanie Balette | |
Title: | Authorized Officer |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
MIZUHO BANK, LTD., | ||
as a Lender | ||
By: | /s/ Leon Mo | |
Name: | Leon Mo | |
Title: | Authorized Signatory |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
MORGAN STANLEY BANK, N.A., | ||
as a Lender | ||
By: | /s/ Patrick Layton | |
Name: | Patrick Layton | |
Title: | Authorized Signatory |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
MORGAN STANLEY BANK, N.A., | ||
as a Lender | ||
By: | /s/ Patrick Layton | |
Name: | Patrick Layton | |
Title: | Authorized Signatory |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
MORGAN STANLEY SENIOR FUNDING, INC., | ||
as a Lender | ||
By: | /s/ Patrick Layton | |
Name: | Patrick Layton | |
Title: | Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
PNC BANK, NATIONAL ASSOCIATION, | ||
as a Lender | ||
By: | /s/ Kyle T. Helfrich | |
Name: | Kyle T. Helfrich | |
Title: | Assistant Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
ROYAL BANK OF CANADA, | ||
as a Lender | ||
By: | /s/ Mark Lumpkin, Jr. | |
Name: | Mark Lumpkin, Jr. | |
Title: | Authorized Signatory |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
SUMITOMO MITSUI BANKING CORPORATION, | ||
as a Lender | ||
By: | /s/ James D. Weinstein | |
Name: | James D. Weinstein | |
Title: | Managing Director |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
SUNTRUST BANK, | ||
as a Lender | ||
By: | /s/ Carmen Malizia | |
Name: | Carmen Malizia | |
Title: | Director |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
U.S. BANK NATIONAL ASSOCIATION, | ||
as a Lender | ||
By: | /s/ Patrick Jeffrey | |
Name: | Patrick Jeffrey | |
Title: | Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
BMO HARRIS FINANCING, INC., | ||
as a Lender | ||
By: | /s/ Matthew Davis | |
Name: | Matthew Davis | |
Title: | Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
BNP PARIBAS, | ||
as a Lender | ||
By: | /s/ Joe Onischuk | |
Name: | Joe Onischuk | |
Title: | Managing Director | |
By: | /s/ Charles Hill | |
Name: | Charles Hill | |
Title: | Director |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, | ||
as a Lender | ||
By: | /s/ Dixon Schultz | |
Name: | Dixon Schultz | |
Title: | Managing Director | |
By: | /s/ Michael Willis | |
Name: | Michael Willis | |
Title: | Managing Director |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
ING CAPITAL LLC, | ||
as a Lender | ||
By: | /s/ Subha Pasumarti | |
Name: | Subha Pasumarti | |
Title: | Managing Director | |
By: | /s/ Tanja van der Woude | |
Name: | Tanja van der Woude | |
Title: | Director |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
UBS AG, STAMFORD BRANCH, | ||
as a Lender | ||
By: | /s/ Houssem Daly | |
Name: | Houssem Daly | |
Title: | Associate Director | |
By: | /s/ Darlene Arias | |
Name: | Darlene Arias | |
Title: | Director |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
TORONTO DOMINION (TEXAS) LLC, | ||
as a Lender | ||
By: | /s/ Lexanne Cooper | |
Name: | Lexanne Cooper | |
Title: | Authorized Signatory |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
NATIXIS, NEW YORK BRANCH, | ||
as a Lender | ||
By: | /s/ Brice Le Foyer | |
Name: | Brice Le Foyer | |
Title: | Director | |
By: | /s/ Ajay Prakash | |
Name: | Ajay Prakash | |
Title: | Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
Each of the undersigned Guarantors (i) consents and agrees to this Limited Waiver, and (ii) agrees that the Loan Documents to which it is a party (including, without limitation, the Guaranty Agreement, dated as of September 25, 2014, each as amended, modified or supplemented) shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of the undersigned, enforceable against it in accordance with its terms.
CONSENTED, ACKNOWLEDGED AND AGREED TO BY: | ||
SUSSER PETROLEUM OPERATING COMPANY LLC | ||
SUSSER PETROLEUM PROPERTY COMPANY LLC | ||
SUSSER HOLDINGS CORPORATION | ||
SUNOCO FINANCE CORP. | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer | |
STRIPES HOLDINGS LLC | ||
SUSSER HOLDINGS, L.L.C. | ||
STRIPES LLC | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer | |
MID-ATLANTIC CONVENIENCE STORES, LLC | ||
SOUTHSIDE OIL, LLC | ||
MACS RETAIL LLC | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
ALOHA PETROLEUM LLC | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer | |
ALOHA PETROLEUM, LTD. | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer | |
SUNOCO RETAIL, LLC | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer | |
SUNOCO, LLC | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer | |
ALLIED ENERGY COMPANY LLC | ||
DIRECT FUELS LLC | ||
ALLIED RENEWABLE ENERGY, LLC | ||
EMERGE ENERGY DISTRIBUTORS INC. | ||
SUNMARKS, LLC | ||
SUSSER PETROLEUM COMPANY LLC | ||
STRIPES NO. 1009 LLC | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer |
S IGNATURE P AGE TO L IMITED C ONSENT T O C REDIT A GREEMENT
S UNOCO LP
Exhibit 10.2
Execution Version
LIMITED WAIVER TO SENIOR SECURED TERM LOAN AGREEMENT
This Limited Waiver to Senior Secured Term Loan Agreement (this Limited Waiver ) is entered into effective as of the 31st day of January, 2017 (the Effective Date ), by and among Sunoco LP, a Delaware limited partnership ( Borrower ), Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (in such capacity, the Administrative Agent ), and the financial institutions parties hereto as Lenders ( Lenders ).
W I T N E S S E T H
WHEREAS, Borrower, Administrative Agent and the Lenders are parties to that certain Senior Secured Term Loan Agreement, dated as of March 31, 2016 (as amended, restated, supplemented or modified prior to the date hereof, the Existing Credit Agreement and the Existing Credit Agreement, as modified by this Limited Waiver, the Credit Agreement ) (unless otherwise defined herein, all terms used herein with their initial letter capitalized shall have the meaning given such terms in the Credit Agreement);
WHEREAS, Borrower has advised Administrative Agent and the Lenders that (a) beginning with the Compliance Certificate for the Fiscal Quarter ending June 30, 2016, it miscalculated the amount of its Consolidated EBITDA (and as a result its Leverage Ratio) as set forth in each of the Compliance Certificates delivered under the Credit Agreement to date (collectively, the Miscalculations ) and (b) as a result of the Miscalculation in the Compliance Certificate for the Fiscal Quarter ending September 30, 2016, incremental interest should have been paid on the Loans because a higher Leverage Ratio should have applied from December 21, 2016 for each Interest Payment Date arising on or before the date of the next Compliance Certificate delivered pursuant to the terms of the Credit Agreement (such period, the Applicable Period and the failure to have paid any such incremental interest (the Incremental Accrued Interest ) during such period, the Incremental Accrued Interest Breach );
WHEREAS, Borrower has requested that Administrative Agent and the Lenders constituting at least the Majority Lenders waive the Miscalculations, the Incremental Accrued Interest Breach and any and all Defaults or Events of Defaults due to the Miscalculations or the Incremental Accrued Interest Breach, in either case, on or before the Effective Date (including as a result of the existence or non-existence of any Default or Event of Default during the Applicable Period attributable to the Miscalculations or Incremental Accrued Interest Breach or the inaccuracy of any representation or warranty (including any reaffirmation thereof) regarding the Miscalculations or the Incremental Accrued Interest Breach);
WHEREAS, subject to and upon the terms and conditions set forth herein, the Lenders party hereto have agreed to enter into this Limited Waiver;
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Borrower, Administrative Agent, and the Lenders hereto hereby agree as follows:
Section 1. Limited Waiver . In reliance on the representations, warranties, covenants and
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agreements contained in this Limited Waiver, subject to the terms and conditions precedent set forth in Section 2 hereof, the Administrative Agent and the Lenders hereby agree that, as of the Effective Date, the Miscalculations, the Incremental Accrued Interest Breach and any and all Defaults or Events of Default due to the Miscalculations or the Incremental Accrued Interest Breach, in either case, on or before the Effective Date (including as a result of the existence or non-existence of any Default or Event of Default during the Applicable Period attributable to the Miscalculations or Incremental Accrued Interest Breach or the inaccuracy of any representation or warranty (including any reaffirmation thereof) regarding the Miscalculations or the Incremental Accrued Interest Breach) are hereby waived and deemed remedied for all purposes under the Loan Documents (provided that, for the avoidance of doubt, the payment by Borrower of the Incremental Accrued Interest is not waived by this Section 1 ).
Section 2. Conditions Precedent . The limited waiver contained in Section 1 hereof shall be subject to the satisfaction of each of the following conditions precedent:
2.1 Counterparts . Administrative Agent shall have received counterparts of this Limited Waiver duly executed by Borrower, the Guarantors and Lenders constituting at least the Majority Lenders.
2.2 Updated Calculations and Compliance Certificate . Administrative Agent shall have received (a) updated calculations of Borrowers Consolidated EBITDA for each quarter from (and including) the Fiscal Quarter ending June 30, 2016 and (b) an updated Compliance Certificate with respect to the Fiscal Quarter ending September 30, 2016, in each case, reflecting its correct Consolidated EBITDA and Leverage Ratio calculations for such periods.
2.3 Interest . Borrower shall have paid to the Administrative Agent, for the account of each Lender, the Incremental Accrued Interest and any accrued Default Rate interest with respect thereto.
2.4 Revolving Credit Agreement Limited Waiver . Administrative Agent shall have received a duly executed copy of a limited waiver to the Revolving Credit Agreement in form and substance reasonably satisfactory to Administrative Agent; provided that a limited waiver in form and substance substantially the same as this Limited Waiver shall be deemed reasonably satisfactory to Administrative Agent.
2.5 No Default . After giving effect to the limited waiver set forth in Section 1 hereof, no Default or Event of Default shall have occurred which is continuing.
Section 3. Representations and Warranties of Borrower . To induce the Lenders and Administrative Agent to enter into this Limited Waiver, Borrower hereby represents and warrants to the Lenders and Administrative Agent as follows:
3.1 Reaffirmation of Existing Representations and Warranties . After giving effect to the limited waiver set forth in Section 1 hereof, each representation and warranty of Borrower contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties are true and correct in all respects) on the date hereof, except to the extent that such representations and warranties
2
specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties were true and correct in all respects) as of such earlier date.
3.2 No Default or Event of Default . After giving effect to the limited waiver set forth in Section 1 hereof, no Default or Event of Default has occurred which is continuing.
3.3 Acknowledgment of No Defenses . As of the Effective Date, to the knowledge of Borrower, Borrower has no defense to (a) Borrowers obligation to pay the Obligations when due, or (b) the validity, enforceability or binding effect against Borrower or any Loan Party of the Credit Agreement or any of the other Loan Documents (to the extent a party thereto) or any Liens intended to be created thereby.
Section 4. Miscellaneous .
4.1 Reaffirmation of Loan Documents . Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as modified hereby, remain in full force and effect. The limited waiver contemplated hereby shall not limit or impair any Lien securing the Obligations, each of which is hereby ratified and affirmed. The execution, delivery and effectiveness of this Limited Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or Administrative Agent under any of the Loan Documents, nor, except as expressly provided in Section 1 hereof, constitute a waiver or amendment of any provision of any of the Loan Documents.
4.2 Limited Waiver . The limited waiver granted in Section 1 hereof is a one time waiver limited solely to the Miscalculations, the Incremental Accrued Interest Breach and any and all Defaults or Events of Default arising therefrom on or prior to the Effective Date, and nothing contained herein shall be deemed a consent to, or waiver of, any other Default or Event of Default or action or inaction of Borrower, any Guarantor or any of Borrowers Subsidiaries which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document. Neither the Lenders nor Administrative Agent shall be obligated to grant any future waivers, consents or amendments with respect to any other provision of the Credit Agreement or any other Loan Document. Nothing contained herein shall constitute any course of dealing or other basis for altering any obligation of Borrower or any right, privilege or remedy of Administrative Agent or the Lenders under the Credit Agreement or the other Loan Documents.
4.3 Parties in Interest . All of the terms and provisions of this Limited Waiver shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
4.4 Counterparts . This Limited Waiver may be executed in counterparts, including, without limitation, by electronic signature, and all parties need not execute the same counterpart. Facsimiles or other electronic transmissions (e.g. .pdfs) of such executed counterparts shall be effective as originals.
4.5 Complete Agreement . THIS LIMITED WAIVER, THE CREDIT
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AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.
4.6 Headings . The headings, captions and arrangements used in this Limited Waiver are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Limited Waiver, nor affect the meaning thereof.
4.7 Effectiveness . This Limited Waiver shall be effective automatically and without necessity of any further action by Borrower, Administrative Agent or the Lenders when counterparts hereof have been executed by Borrower, Guarantors and the Majority Lenders, and all conditions to the effectiveness hereof set forth herein have been satisfied.
4.8 Governing Law . THIS LIMITED WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
4.9 Modification . On and after the Effective Date, each reference in the Credit Agreement to this Agreement, hereunder, hereof or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as modified by this Limited Waiver. This Limited Waiver constitutes a Loan Document.
4.10 Release of Claims and Waiver of Defenses . In further consideration of Administrative Agents and the Majority Lenders execution of this Limited Waiver, Borrower, on behalf of itself and its successors, assigns, affiliates, officers, directors, employees and agents hereby forever, fully, unconditionally and irrevocably waives and releases Administrative Agent, the Lenders and their respective successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the Releasees ) from any and all claims, liabilities, obligations, debts, causes of action (whether at law or in equity or otherwise), defenses, counterclaims, setoffs, of any kind, whether known or unknown, whether liquidated or unliquidated, matured or unmatured, fixed or contingent, directly or indirectly arising out of, connected with, resulting from or related to any act or omission by Administrative Agent, any Lender or any other Releasee with respect to the Loan Documents and any Collateral occurring on or before the date of this Limited Waiver.
[Signature Pages to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Limited Waiver to be duly executed by their respective authorized officers on the date and year first above written.
SUNOCO LP | ||
By: | SUNOCO GP LLC, its General Partner | |
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, | ||
as Administrative Agent and a Lender | ||
By: | /s/ Nupur Kumar | |
Name: | Nupur Kumar | |
Title: | Authorized Signatory | |
By: | /s/ Warren Van Heyst | |
Name: | Warren Van Heyst | |
Title: | Authorized Signatory |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
BANK OF AMERICA, N.A., | ||
as a Lender | ||
By: | /s/ Adam H. Fey | |
Name: | Adam H. Fey | |
Title: | Director |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
COMPASS BANK, | ||
as a Lender | ||
By: | /s/ Blake Kirshman | |
Name: | Blake Kirshman | |
Title: | Senior Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, | ||
as a Lender | ||
By: | /s/ Dixon Schultz | |
Name: | Dixon Schultz | |
Title: | Managing Director | |
By: | /s/ Michael Willis | |
Name: | Michael Willis | |
Title: | Managing Director |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
DEUTSCHE BANK TRUST COMPANY AMERICAS, | ||
as a Lender | ||
By: | /s/ Chris Chapman | |
Name: | Chris Chapman | |
Title: | Director | |
By: | /s/ Susana Fornies | |
Name: | Susana Fornies | |
Title: | Assistant Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
DNB CAPITAL LLC, | ||
as a Lender | ||
By: | /s/ Joe Hykle | |
Name: | Joe Hykle | |
Title: | Senior Vice President | |
DNB CAPITAL LLC, as a Lender |
||
By: | /s/ Jodie Gildersleeve | |
Name: | Jodie Gildersleeve | |
Title: | Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
GOLDMAN SACHS BANK USA, | ||
as a Lender | ||
By: | /s/ Ushma Dedhiya | |
Name: | Ushma Dedhiya | |
Title: | Authorized Signatory |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
JPMORGAN CHASE BANK, N.A., | ||
as a Lender | ||
By: | /s/ Stephanie Balette | |
Name: | Stephanie Balette | |
Title: | Authorized Officer |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
MIZUHO BANK, LTD. | ||
as a Lender | ||
By: | /s/ Leon Mo | |
Name: | Leon Mo | |
Title: | Authorized Signatory |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
MORGAN STANLEY BANK, N.A. | ||
as a Lender | ||
By: | /s/ Patrick Layton | |
Name: | Patrick Layton | |
Title: | Authorized Signatory |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
MORGAN STANLEY SENIOR FUNDING, INC., | ||
as a Lender | ||
By: | /s/ Patrick Layton | |
Name: | Patrick Layton | |
Title: | Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
NATIXIS, NEW YORK BRANCH, | ||
as a Lender | ||
By: | /s/ Brice Le Foyer | |
Name: | Brice Le Foyer | |
Title: | Director | |
By: | /s/ Ajay Prakash | |
Name: | Ajay Prakash | |
Title: | Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
PNC BANK, NATIONAL ASSOCIATION, | ||
as a Lender | ||
By: | /s/ Kyle T. Helfrich | |
Name: | Kyle T. Helfrich | |
Title: | Assistant Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
ROYAL BANK OF CANADA, | ||
as a Lender | ||
By: | /s/ Mark Lumpkin, Jr. | |
Name: | Mark Lumpkin, Jr. | |
Title: | Authorized Signatory |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
TD BANK, N.A., | ||
as a Lender | ||
By: | /s/ Emily Chott | |
Name: | Emily Chott | |
Title: | Senior Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
WELLS FARGO BANK, N.A., | ||
as a Lender | ||
By: | ||
Name: | ||
Title: |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
FIFTH THIRD BANK, | ||
as a Lender | ||
By: | /s/ Brian Anderson | |
Name: | Brian Anderson | |
Title: | Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
INDUSTRIAL COMMERCIAL BANK OF CHINA LTD., NEW YORK BRANCH, | ||
as a Lender | ||
By: | ||
Name: | ||
Title: |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
CITIZENS BANK, N.A., | ||
as a Lender | ||
By: | /s/ Donald A. Wright | |
Name: | Donald A. Wright | |
Title: | SVP |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
U.S. BANK NATIONAL ASSOCIATION, | ||
as a Lender | ||
By: | /s/ Patrick Jeffrey | |
Name: | Patrick Jeffrey | |
Title: | Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
SUMITOMO MITSUI BANKING CORPORATION, | ||
as a Lender | ||
By: | /s/ James D. Weinstein | |
Name: | James D. Weinstein | |
Title: | Managing Director |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
THE HUNTINGTON NATIONAL BANK, | ||
as a Lender | ||
By: | /s/ Jason A. Zilewicz | |
Name: | Jason A. Zilewicz | |
Title: | Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
BANK OF HAWAII, | ||
as a Lender | ||
By: | /s/ John McKenna | |
Name: | John McKenna | |
Title: | Senior Vice President |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
HUA NAN COMMERCIAL BANK LTD LOS ANGELES BRANCH, | ||
as a Lender | ||
By: | ||
Name: | ||
Title: |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
TAIWAN COOPERATIVE BANK NEW YORK BRANCH, | ||
as a Lender | ||
By: | /s/ Li Hua Huang | |
Name: | Li Hua Huang | |
Title: | SVP & General Manager |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
MEGA INTERNATIONAL COMMERCIAL BANK LTD, SILICON VALLEY BRANCH, | ||
as a Lender | ||
By: | ||
Name: | ||
Title: |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
WASATCH CLO LTD, | ||
as a Lender | ||
By: | ||
Name: | ||
Title: |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
RECETTE CLO, LTD., | ||
as a Lender | ||
By: | ||
Name: | ||
Title: |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
UPPER TIER CORPORATE LOAN FUND 1, | ||
as a Lender | ||
By: | ||
Name: | ||
Title: |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
MAREA CLO LTD, | ||
as a Lender | ||
By: | ||
Name: | ||
Title: |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
UPLAND CLO, LTD, | ||
as a Lender | ||
By: | ||
Name: | ||
Title: |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
ANNISA CLO, LTD, | ||
as a Lender | ||
By: | ||
Name: | ||
Title: |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
NOMAD CLO LTD, | ||
as a Lender | ||
By: | ||
Name: | ||
Title: |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
INVESTCO SSL FUND LLC, | ||
as a Lender | ||
By: | ||
Name: | ||
Title: |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
NAUTIQUE FUNDING LTD, | ||
as a Lender | ||
By: | ||
Name: | ||
Title: |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
Each of the undersigned Guarantors (i) consents and agrees to this Limited Waiver, and (ii) agrees that the Loan Documents to which it is a party (including, without limitation, the Guaranty Agreement, dated as of March 31, 2016, each as amended, modified or supplemented) shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of the undersigned, enforceable against it in accordance with its terms.
CONSENTED, ACKNOWLEDGED AND AGREED TO BY : | ||
SUSSER PETROLEUM OPERATING COMPANY LLC | ||
SUSSER PETROLEUM PROPERTY COMPANY LLC | ||
SUSSER HOLDINGS CORPORATION | ||
SUNOCO FINANCE CORP. | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer | |
STRIPES HOLDINGS LLC | ||
SUSSER HOLDINGS, L.L.C. | ||
STRIPES LLC | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer | |
MID-ATLANTIC CONVENIENCE STORES, LLC | ||
SOUTHSIDE OIL, LLC | ||
MACS RETAIL LLC | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP
ALOHA PETROLEUM LLC | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer | |
ALOHA PETROLEUM, LTD. | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer | |
SUNOCO RETAIL, LLC | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer | |
SUNOCO, LLC | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer | |
ALLIED ENERGY COMPANY LLC | ||
DIRECT FUELS LLC | ||
ALLIED RENEWABLE ENERGY, LLC | ||
EMERGE ENERGY DISTRIBUTORS INC. | ||
SUNMARKS, LLC | ||
SUSSER PETROLEUM COMPANY LLC | ||
STRIPES NO. 1009 LLC | ||
By: | /s/ Thomas R. Miller | |
Name: | Thomas R. Miller | |
Title: | Chief Financial Officer |
S IGNATURE P AGE TO L IMITED C ONSENT T O S ENIOR S ECURED T ERM L OAN A GREEMENT
S UNOCO LP