SUNOCO LP (NASDAQ:SUN) Files An 8-K Entry into a Material Definitive Agreement

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SUNOCO LP (NASDAQ:SUN) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Entry into a Material Definitive Agreement.

Fourth Amendment to Credit Agreement and First
Amendment to Senior Secured Term Loan Agreement

On December21, 2016, Sunoco LP (the Partnership) entered into
(i)an amendment (the Credit Agreement Amendment) to that certain
Credit Agreement, dated as of September25, 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, and
(ii)an amendment (the Term Loan Amendment) to that certain Senior
Secured Term Loan Agreement, dated as of March31, 2016 (as
amended to date, the Term Loan Agreement) with the lenders party
thereto and Credit Suisse AG, Cayman Islands Branch, in its
capacity as administrative agent. The Credit Agreement Amendment
amended the Credit Agreement and the Term Loan Amendment amended
the Term Loan Agreement to, among other matters:

Increase the applicable margin applicable to obligations
thereunder by including two additional tranches of pricing
based on the Partnerships leverage ratio. As a result the
maximum applicable margin for LIBOR rate loans has increased
from 2.500% to 3.00% and the maximum applicable margin for
base rate loans has increased from 1.500% to 2.00%.
Increase in the maximum level of the ratio of funded debt to
EBITDA of the Partnership permitted under each of the Credit
Agreement and the Term Loan Agreement to (i)as of the last
day of each fiscal quarter through December31, 2017, 6.75 to
1.0, (ii)as of March31, 2018, 6.5 to 1.0, (iii)as of June30,
2018, 6.25 to 1.0, (iv)as of September30, 2018, 6.0 to 1.0,
(v)as of December31, 2018, 5.75 to 1.0 and (vi)thereafter,
5.5 to 1.0 (in the case of the quarter ending March31, 2019
and thereafter, subject to increases to 6.0 to 1.0 in
connection with certain future specified acquisitions).
Add new obligations to maintain, (i)for so long as the
obligations under the Term Loan Agreement remain outstanding,
a maximum ratio of secured funded debt to EBITDA of the
Partnership of (x)as of the last day of each fiscal quarter
through December31, 2017, 3.75 to 1.0 and (y)thereafter, 3.5
to 1.0 and (ii)until the maximum leverage permitted is
reduced to 5.5 to 1.0, a minimum ratio of EBITDA to interest
expense of the Partnership of 2.25 to 1.0.

The discussion included herein of the Credit Agreement Amendment
and the Term Loan Amendment 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.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Fourth Amendment to Credit Agreement, dated as of December21,
2016, by and among Sunoco LP, Bank of America, N.A. and the
financial institutions parties thereto as Lenders.
10.2 First Amendment to Senior Secured Term Agreement, dated as of
December 21, 2016, by and among Sunoco LP, Credit Suisse AG,
Cayman Islands Branch, and the financial institutions parties
thereto as Lenders.


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