EX-4.2



 Exhibit 4.2 

Execution Version 

REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT dated April 1, 2015 (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 (the “Initial Guarantors”), ETP Retail Holdings, LLC, a Delaware limited liability company (“ETP Retail”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”),
on behalf of itself and the other initial purchasers listed on Schedule A of the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”). 

The Issuers, the Initial Guarantors and Merrill Lynch, as representative of the Initial Purchasers, are parties to the Purchase Agreement
dated March 27, 2015 (the “Purchase Agreement”), which provides for the sale by the Issuers to the Initial Purchasers of $800,000,000 aggregate principal amount of the Issuers’ 6.375% Senior Notes due 2023 (the
“Securities”), which will be guaranteed on an unsecured basis by each of the Guarantors and which will have the benefit of a limited contingent guarantee by ETP Retail (the “ETP Limited Guarantee”). As an inducement
to the Initial Purchasers to enter into the Purchase Agreement, the Issuers, the Guarantors and ETP Retail 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. 
 “ETP Limited Guarantee” shall have the meaning set forth in the
preamble. 
 “ETP Retail” shall have the meaning set forth in the preamble and shall also include any successor of ETP
Retail. 
 “ETP Retail Information” shall have the meaning set forth in Section 5(b) hereof. 

“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, the Guarantors
and ETP Retail 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. 
 “Exchange Securities” shall mean senior notes issued by the Issuers and guaranteed by the Guarantors under the
Indenture, having the benefit of the ETP Limited Guarantee and containing terms substantially identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate
for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. 

“Finance Corp.” shall have the meaning set forth in the preamble and shall also include Finance Corp.’s successor. 

“FINRA” means the Financial Industry Regulatory Authority, Inc. 

“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or
on behalf of the Issuers or used or referred to by the Issuers in connection with the sale of the Securities or the Exchange Securities. 

“Guarantees” shall mean the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under
the Indenture. 
 “Guarantors” shall mean the Initial Guarantors, any Additional Guarantors and any Guarantor’s
successor that guarantee the Securities. 
 “Holders” shall mean the Initial Purchasers, for so long as they own any
Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that, for purposes of Section 4 and Section 5
hereof, the term “Holders” shall include Participating Broker-Dealers. 
 “Indemnified Person” shall have the
meaning set forth in Section 5(c) hereof. 
 “Indemnifying Person” shall have the meaning set forth in
Section 5(c) hereof. 
 “Indenture” shall mean the Indenture relating to the Securities dated as of
April 1, 2015 among the Issuers, the Initial Guarantors and U.S. Bank National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof. 

“Initial Purchasers” shall have the meaning set forth in the preamble. 

  
 2 








 “Inspector” shall have the meaning set forth in Section 3(a)(xiv)
hereof. 
 “Issuer Information” shall have the meaning set forth in Section 5(a) hereof. 

“Issuers” shall have the meaning set forth in the preamble and shall also include the Issuers’ respective successors.

 “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable
Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Issuers or any of its affiliates
shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Issuers shall issue any additional Securities under the Indenture
prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class
for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. 

“Merrill Lynch” shall have the meaning set forth in the preamble. 

“Notice and Questionnaire” shall mean a notice of registration statement and selling security holder questionnaire
distributed to a Holder by the Issuers upon receipt of a Shelf Request from such Holder. 
 “Offering Memorandum” shall
mean the final offering memorandum dated March 27, 2015 and delivered to the Initial Purchasers. 
 “Participating
Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof. 
 “Participating Holder”
shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 2(b) hereof. 

“Partnership” shall have the meaning set forth in the preamble and shall also include the Partnership’s successor. 

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization,
or a government or agency or political subdivision thereof. 
 “Prospectus” shall mean the prospectus included in, or,
pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document
incorporated by reference therein. 

  
 3 








 “Purchase Agreement” shall have the meaning set forth in the preamble. 

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable
Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged and disposed of pursuant to such Registration Statement, or (ii) when such
Securities cease to be outstanding; provided, however, that Securities held by an Initial Purchaser and that are ineligible to be exchanged in the Exchange Offer shall remain Registrable Securities notwithstanding the consummation of
the Exchange Offer. 
 “Registration Default” shall mean the occurrence of any of the following: (i) the Exchange
Offer is not completed on or prior to the Target Registration Date, (ii) the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not become effective on or before the
Target Registration Date, (iii) if the Issuers receive a Shelf Request pursuant to Section 2(b)(ii), the Shelf Registration Statement required to be filed thereby has not become effective on or prior to the Target Registration Date,
(iv) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement,
at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period or (v) the Shelf Registration Statement, if required by this
Agreement, has become effective and thereafter, on more than two occasions in any 12-month period during the Shelf Effectiveness Period, the Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable,
in each case whether or not permitted by this Agreement. 
 “Registration Expenses” shall mean any and all expenses
incident to performance of or compliance by the Issuers, the Guarantors and ETP Retail with this Agreement, including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto,
any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements
relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Issuers, the Guarantors and ETP Retail
and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Participating Holders (which counsel shall be selected by the Participating Holders holding a majority of the aggregate principal amount of
Registrable Securities held by such Participating Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent registered public accountants of the Issuers, the Guarantors
and ETP Retail, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than


  
 4 








 
fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or
disposition of Registrable Securities by a Holder. 
 “Registration Statement” shall mean any registration statement of the
Issuers, the Guarantors and ETP Retail that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. 

“SEC” shall mean the United States Securities and Exchange Commission. 

“Securities” shall have the meaning set forth in the preamble. 

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time. 

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof. 

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof. 

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers, the Guarantors and ETP
Retail that covers all or a portion of the Registrable Securities (but no other securities unless approved by a majority in aggregate principal amount of the Securities held by the Participating Holders) on an appropriate form under Rule 415 under
the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part
thereof, all exhibits thereto and any document incorporated by reference therein. 
 “Shelf Request” shall have the meaning
set forth in Section 2(b) hereof. 
 “Staff” shall mean the staff of the SEC. 

“Target Registration Date” shall mean 365 days after the date hereof. 

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time. 

“Trustee” shall mean the trustee with respect to the Securities under the Indenture. 

“Underwriter” shall have the meaning set forth in Section 3(e) hereof. 

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to
the public. 

  
 5 








 2. Registration Under the Securities Act. 

(a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Issuers, the Guarantors and ETP Retail
shall use their reasonable efforts to (x) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (y) have such Exchange Offer
Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Issuers, the Guarantors and ETP Retail shall commence the Exchange Offer promptly after the
Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable efforts to complete the Exchange Offer not later than the Target Registration Date. 

The Issuers, the Guarantors and ETP Retail shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of
transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following: 

(i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and
not properly withdrawn will be accepted for exchange; 
 (ii) the dates of acceptance for exchange (which shall be a period
of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”); 
 (iii) that the
interest on the Exchange Securities will accrue from the last interest payment date on which interest was paid on the Securities, or, if no interest has been paid on the Securities, from the Closing Date (as defined in the Purchase Agreement); 

(iv) that any Registrable Security not tendered will remain outstanding and continue to accrue interest set forth on the cover
page of the Offering Memorandum and will be subject to all of the terms and conditions specified in the Indenture, including the transfer restrictions; 

(v) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to
(A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the
applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and 

(vi) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date,
by (A) sending to the institution and at the address specified in the notice, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that
such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities. 

  
 6 








 As a condition to participating in the Exchange Offer, a Holder will be required to represent to
the Issuers, the Guarantors and ETP Retail that (1) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the Exchange Offer it has no arrangement or
understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (3) it is not an “affiliate” (within the
meaning of Rule 405 under the Securities Act) of any Issuer, any Guarantor or ETP Retail and (4) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were
acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.

 As soon as practicable after the last Exchange Date, the Issuers, the Guarantors and ETP Retail shall: 

(I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the
Exchange Offer; and 
 (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or
portions thereof so accepted for exchange by the Issuers and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities
tendered by such Holder. 
 The Issuers, the Guarantors and ETP Retail shall use their reasonable efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. 
 (b) In the event that
(i) the Issuers, the Guarantors and ETP Retail determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be completed as soon as practicable after the last
Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the Target Registration Date; or (iii) upon receipt of a written request
(a “Shelf Request”) from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Issuers, the Guarantors and ETP Retail shall use their
reasonable best efforts to cause to be filed as soon as practicable after such determination or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to
have such Shelf Registration Statement become effective; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf
Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Issuers as is contemplated by Section 3(b) hereof. 

  
 7 








 In the event that the Issuers, the Guarantors and ETP Retail are required to file a Shelf
Registration Statement pursuant to clause (iii) of the preceding sentence, the Issuers, the Guarantors and ETP Retail shall use their reasonable efforts to file and have become effective both an Exchange Offer Registration Statement
pursuant to Section 2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and
sales of Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer. 
 The Issuers, the Guarantors and ETP
Retail agree to use their reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (x) the first anniversary of the effective date of the Shelf Registration Statement and, (y) the date on
which all of the Registrable Securities covered by such Shelf Registration Statement have been sold or otherwise cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Issuers, the Guarantors and ETP Retail
further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuers for such
Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their reasonable
best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Issuers, the
Guarantors and ETP Retail agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. 

(c) The Issuers, the Guarantors and ETP Retail shall pay all Registration Expenses in connection with any registration pursuant to
Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable
Securities pursuant to the Shelf Registration Statement. 
 (d) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. 

If a Registration Default occurs, the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the
first 90-day period beginning on the day immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and including the date such Registration
Default ends, up to a maximum increase of 1.00% per annum. A Registration Default ends when the Securities cease to be Registrable Securities or, if earlier, (1) in the case of a Registration Default under clause (i) of the
definition thereof, when the Exchange Offer is completed, (2) in the case of a Registration Default under clause (ii) or clause (iii) of the definition thereof, when the Shelf Registration Statement becomes
effective or is no longer required to be effective or (3) in the case of a Registration Default under clause (iv) or clause (v) of the definition thereof, when the 

  
 8 








 
Shelf Registration Statement again becomes effective or the Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next
date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and
ends on such next date that there is no Registration Default. 
 (e) Any additional interest paid in accordance with this Section 2
shall be (i) liquidated damages and shall be paid by the Issuers and the Guarantors on the next scheduled interest payment date in the same manner as other interest is paid on the Registrable Securities pursuant to the Indenture and
(ii) the sole and exclusive remedy available to Holders due to a failure by the Issuers, Guarantors’ and ETP Retail to comply with their obligations under Section 2(a) and Section 2(b). 

3. Registration Procedures. 

(a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Issuers, the Guarantors
and ETP Retail shall as expeditiously as possible: 
 (i) prepare and file with the SEC a Registration Statement on the
appropriate form under the Securities Act, which form (A) shall be selected by the Issuers, the Guarantors and ETP Retail, (B) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the
Holders thereof and (C) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their reasonable efforts to cause such
Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof; 

(ii) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed
pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(a)(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the
Registrable Securities or Exchange Securities; 
 (iii) to the extent any Free Writing Prospectus is used, file with the SEC
any Free Writing Prospectus that is required to be filed by the Issuers, the Guarantors or ETP Retail with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed; 

(iv) in the case of a Shelf Registration, furnish to each Participating Holder, to counsel for the Initial Purchasers, to
counsel for such Participating Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or
supplement thereto, as such Participating Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other 

  
 9 








 
disposition of the Registrable Securities thereunder; and, subject to Section 3(c) hereof, the Issuers, the Guarantors and ETP Retail consent to the use of such Prospectus,
preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Participating Holders and any such Underwriters in connection with the offering and sale of the
Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law; 

(v) use their commercially reasonable efforts to register or qualify the Registrable Securities under all applicable state
securities or blue sky laws of such jurisdictions as any Participating Holder shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such Participating Holders in connection with any
filings required to be made with FINRA; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Participating Holder to complete the disposition in each such jurisdiction of the Registrable Securities
owned by such Participating Holder; provided that the Issuers, the Guarantors and ETP Retail shall not be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where they
would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject themselves to taxation in any such jurisdiction if they are not so subject; 

(vi) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each Participating Holder and
counsel for such Participating Holders promptly and, if requested by any such Participating Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has
been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or any state securities authority
for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Issuers of any notice of objection of the SEC to the use of a Shelf Registration
Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered
thereby, the representations and warranties of any Issuer or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be
true and correct in all material respects or if any Issuer, any Guarantor or ETP Retail receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free


  
 10 








 
Writing Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the
statements therein not misleading and (6) of any determination by any Issuer, any Guarantor or ETP Retail that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing
Prospectus would be appropriate; 
 (vii) use their commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an amendment to such Registration
Statement on the proper form, at the earliest possible moment and provide immediate notice to each Holder or Participating Holder of the withdrawal of any such order or such resolution; 

(viii) in the case of a Shelf Registration, furnish to each Participating Holder, without charge, at least one conformed copy
of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested); 

(ix) in the case of a Shelf Registration, cooperate with the Participating Holders to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of
the Indenture) as such Participating Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities; 

(x) upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use their reasonable efforts to
prepare and file with the SEC a supplement or post-effective amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus, Free Writing Prospectus, as the case may be,
will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Issuers, the Guarantors and ETP
Retail shall notify the Participating Holders (in the case of a Shelf Registration Statement) and the Initial Purchasers and any Participating Broker-Dealers known to the Issuers (in the case of an Exchange Offer Registration Statement) to suspend
use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Participating Holders, such Participating Broker-Dealers and the Initial Purchasers, as applicable, hereby agree to
suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Issuers, the Guarantors and ETP Retail have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such
misstatement or omission; 

  
 11 








 (xi) a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus or of any document that is to be incorporated by reference into a Registration Statement, a
Prospectus or a Free Writing Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Participating Holders
and their counsel) and make such of the representatives of the Issuers, the Guarantors and ETP Retail as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Participating
Holders or their counsel) available for discussion of such document; and the Issuers, the Guarantors and ETP Retail shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any
amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing Prospectus, or any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus, of which the
Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel
(and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) shall object; provided that this clause (xi) shall not apply to any filing by the Issuers, the Guarantors or ETP Retail of any annual
report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K with respect to matters unrelated to the Securities, the Registrable Securities and the Exchange Securities and the offering or exchange therefor, unless such filing is
incorporated by reference into any Shelf Registration Statement, any Prospectus included therein or any amendment or supplement to any of the foregoing; 

(xii) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the
initial effective date of a Registration Statement; 
 (xiii) cause the Indenture to be qualified under the Trust Indenture
Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so
qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; 
 (xiv) in the case of a
Shelf Registration, make available for inspection by a representative of the Participating Holders (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and
accountants designated by a majority in aggregate principal amount of the Securities held by the Participating Holders and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent
financial and other records, documents and properties of the Issuers, ETP Retail and their 

  
 12 








 
respective subsidiaries, and cause the respective officers, directors and employees of the Issuers, the Guarantors and ETP Retail to supply all information reasonably requested by any such
Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by any Issuer, any Guarantor or ETP Retail as being confidential or proprietary, each Person
receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and
interests of any Inspector, Holder or Underwriter; 
 (xv) in the case of a Shelf Registration, use their commercially
reasonable efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by any Issuer or any Guarantor are then listed if requested by the
Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements; 
 (xvi) if reasonably
requested by any Participating Holder, promptly include in a prospectus supplement or post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included therein and
make all required filings of such prospectus supplement or such post-effective amendment as soon as the Issuers have received notification of the matters to be so included in such filing; 

(xvii) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection
therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities
including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Participating Holders and any Underwriters of such Registrable Securities with respect
to the business of the Issuers and their subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and
scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Issuers, the Guarantors and ETP Retail (which counsel and opinions, in form,
scope and substance, shall be reasonably satisfactory to the Participating Holders and such Underwriters and their respective counsel) addressed to each Participating Holder and Underwriter of Registrable Securities, covering the matters customarily
covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent registered public accountants of the Issuers, the Guarantors and ETP Retail (and, if necessary, any other registered public
accountant of any subsidiary of any Issuer, any Guarantor or ETP Retail, or of any business acquired by any Issuer, any Guarantor or ETP Retail for which financial statements and financial data are or are required to be included in the Registration
Statement) addressed to each Participating Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in


  
 13 








 
“comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing
Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in
underwritten offerings, to evidence the continued validity of the representations and warranties of the Issuers and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an
underwriting agreement; and 
 (xviii) so long as any Registrable Securities remain outstanding, cause each Additional
Guarantor upon the creation or acquisition by the Partnership of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel as to
the enforceability thereof against such entity, to the Initial Purchasers no later than five Business Days following the execution thereof. 

(b) In the case of a Shelf Registration Statement, the Issuers may require each Holder of Registrable Securities to furnish to the Issuers a
Notice and Questionnaire and such other information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Issuers, the Guarantors and ETP Retail may from time to time reasonably request in writing.

 (c) Each Participating Holder agrees that, upon receipt of any notice from the Issuers, the Guarantors and ETP Retail of the happening of
any event of the kind described in Section 3(a)(vi)(3) or Section 3(a)(vi)(5) hereof, such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement
until such Participating Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Issuers, the Guarantors and ETP
Retail, such Participating Holder will deliver to the Issuers, the Guarantors and ETP Retail all copies in its possession, other than permanent file copies then in such Participating Holder’s possession, of the Prospectus and any Free Writing
Prospectus covering such Registrable Securities that is current at the time of receipt of such notice. 
 (d) If the Issuers, the Guarantors
and ETP Retail shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Issuers, the Guarantors and ETP Retail shall extend the period during which such Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of
the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions. The Issuers, the Guarantors and ETP Retail may give any such notice only twice during any 365-day period and any such suspensions shall not
exceed 30 days for each suspension and there shall not be more than two suspensions in effect during any 365-day period. 
 (e) The
Participating Holders who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank 

  
 14 








 
or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the
Registrable Securities included in such offering. 
 4. Participation of Broker-Dealers in Exchange Offer. 

(a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in
exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the
Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. 

The Issuers, the Guarantors and ETP Retail understand that it is the Staff’s position that if the Prospectus contained in the Exchange
Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the
Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. 

(b) In light of the above, and notwithstanding the other provisions of this Agreement, the Issuers, the Guarantors and ETP Retail agree to
amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) hereof), in order to expedite
or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Issuers, the Guarantors and ETP Retail further agree that
Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4. 

(c) The Initial Purchasers shall have no liability to any Issuer, any Guarantor, ETP Retail or any Holder with respect to any request that
they may make pursuant to Section 4(b) hereof. 
 5. Indemnification and Contribution. 

(a) Each Issuer and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their
respective affiliates, directors and officers, ETP Retail, the directors of ETP Retail and each officer of ETP Retail who signed the Registration Statement and each Person, if any, who controls any Initial Purchaser, any Holder and ETP Retail within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection
with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material


  
 15 








 
fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements
therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information” (“Issuer Information”) filed or
required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with
any information relating to any Initial Purchaser or information relating to any Holder furnished to the Issuers in writing through Merrill Lynch or any selling Holder, respectively, expressly for use therein. In connection with any Underwritten
Offering permitted by Section 0, each Issuer and each Guarantor, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the
distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested
in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information. 
 (b) ETP Retail
agrees to indemnify and hold harmless the Issuers, the Guarantors, the directors of the Issuers and the Guarantors, each officer of the Issuer and the Guarantors who signed the Registration Statement, to the same extent as the indemnity set forth in
paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with
any information relating to ETP Retail furnished to the Issuers expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus (the “ETP Retail Information”), including reimbursement of any
indemnification provided by each Issuer and each Guarantor to each Initial Purchaser and each Holder, their respective affiliates, directors and officers, and each Person, if any, who controls any Initial Purchaser and any Holder within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act pursuant to Section 5(a) of this Agreement with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in conformity with any ETP Retail Information. 
 (c) Each Holder
agrees, severally and not jointly, to indemnify and hold harmless the Issuers, the Guarantors, ETP Retail, the Initial Purchasers and the other selling Holders, the directors of the Issuers, the Guarantors and ETP Retail, each officer of the
Issuers, the Guarantors and ETP Retail who signed the Registration Statement and each Person, if any, who controls the Issuers, the Guarantors, ETP Retail, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue
statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Issuers in writing by such Holder expressly for use in any Registration Statement,
any Prospectus and any Free Writing Prospectus. 

  
 16 








 (d) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to paragraphs (a), (b) or (c) above, such Person (the “Indemnified Person”) shall promptly notify
the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under
paragraphs (a), (b) or (c) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraphs (a), (b) or (c) above. If any such proceeding shall be brought or asserted against an Indemnified Person
and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to
this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred.
In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified
Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the
Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and
expenses shall be reimbursed as they are incurred. Any such separate firm (w) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by Merrill Lynch,
(x) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders, (y) for ETP Retail shall be designated in writing by ETP Retail and (z) in all other cases
shall be designated in writing by the Issuers. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff,
the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested
that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if
(i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance


  
 17 








 
with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such
Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault,
culpability or a failure to act by or on behalf of any Indemnified Person. 
 (e) If the indemnification provided for in paragraphs (a),
(b), (c) and (d) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits
received by the Issuers, the Guarantors and ETP Retail from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the
other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the
relative fault of the Issuers, the Guarantors and ETP Retail on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault of the Issuers, the Guarantors and ETP Retail on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers, the Guarantors and ETP Retail or by the Holders and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. Notwithstanding any of the foregoing provisions, (x) the Issuers and the Guarantors will be required to contribute to the Holders for any losses, claims, damages or liabilities
arising out of, or based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the ETP Retail Information and (y) ETP Retail shall not be required to contribute to any
losses, claims, damages or liabilities, except for such losses, claims, damages or liabilities arising out of, or based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the
ETP Retail Information. 
 (f) The Issuers, the Guarantors, ETP Retail and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (e) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (e) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to
contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay


  
 18 








 
by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint. 

(g) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be
available to any Indemnified Person at law or in equity. 
 (h) The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling
any Initial Purchaser or any Holder, or by or on behalf of the Issuers, the Guarantors, ETP Retail or the officers or directors of or any Person controlling the Issuers, the Guarantors or ETP Retail, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 
 6. General. 

(a) No Inconsistent Agreements. The Issuers, the Guarantors and ETP Retail represent, warrant and agree that (i) the rights
granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by any Issuer, any Guarantor or ETP Retail under any other
agreement and (ii) the Issuers, the Guarantors and ETP Retail have not entered into, or on or after the date of this Agreement will not enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof. 
 (b) Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Issuers, the Guarantors and ETP Retail have obtained the
written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications,
supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto. 

(c) Notices. Unless otherwise indicated herein, all notices and other communications provided for or permitted hereunder shall be made
in writing by hand-delivery, registered first-class mail, fax, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Issuers by means of a notice given in accordance with the
provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Issuers and the Guarantors, initially at the Issuers’ address
set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this 

  
 19 








 
Section 6(c); and (iii) if to ETP Retail, initially at 3738 Oak Lawn Avenue, Dallas, Texas 75219 and thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged, if faxed; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently
delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. 
 (d) Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that
nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable
Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed
to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability
or obligation to the Issuers, the Guarantors or ETP Retail with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. 

(e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Issuers, the
Guarantors and ETP Retail, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the
rights of other Holders hereunder. 
 (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

(g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not
limit or otherwise affect the meaning hereof. 
 (h) Governing Law. This Agreement, and any claim, controversy or dispute arising
under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York. 
 (i)
Entire Agreement; Severability. This Agreement contains the entire agreement among the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant
or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated. The Issuers, the Guarantors, ETP Retail and the Initial Purchasers shall endeavor in 

  
 20 








 
good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or
unenforceable provisions. 
 [Signature pages follow] 

  
 21 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

			
	SUNOCO LP
		
	By:		Sunoco GP LLC, its general partner
		
	By:		 /s/ Mary E. Sullivan

			Mary E. Sullivan
			Executive Vice President, Chief Financial Officer and Treasurer
	
	SUNOCO FINANCE CORP.
		
	By:		 /s/ Robert W. Owens

			Robert W. Owens
			President and Chief Executive Officer
	
	SUSSER PETROLEUM OPERATING COMPANY LLC
		
	By:		 /s/ Mary E. Sullivan

			Mary E. Sullivan
			Executive Vice President, Chief Financial Officer and Treasurer
	
	SUSSER ENERGY SERVICES LLC
	T&C WHOLESALE LLC
	SOUTHSIDE OIL, LLC
	SUSSER PETROLEUM PROPERTY COMPANY LLC
		
	By:		Susser Petroleum Operating Company LLC, its sole member
		
	By:		 /s/ Mary E. Sullivan

			Mary E. Sullivan
			Executive Vice President, Chief Financial Officer and Treasurer



  
 [Signature Page to
Registration Rights Agreement] 








 
			
	MID-ATLANTIC CONVENIENCE STORES, LLC
		
	By:		Susser Petroleum Property Company LLC, its sole member
		
	By:		Susser Petroleum Operating Company LLC, its sole member
		
	By:		 /s/ Mary E. Sullivan

			Mary E. Sullivan
			Executive Vice President, Chief Financial Officer and Treasurer
	
	ALOHA PETROLEUM, LTD.
		
	By:		 /s/ Mary E. Sullivan

			Mary E. Sullivan
			Vice President and Chief Financial Officer
	
	MACS RETAIL LLC
		
	By:		Mid-Atlantic Convenience Stores, LLC, its sole member
		
	By:		Susser Petroleum Property Company LLC, its sole member
		
	By:		Susser Petroleum Operating Company LLC, its sole member
		
	By:		 /s/ Mary E. Sullivan

			Mary E. Sullivan
			Executive Vice President, Chief Financial Officer and Treasurer



  
 [Signature Page to
Registration Rights Agreement] 








 Confirmed and accepted as of the date first above written: 

 

			
	ETP RETAIL HOLDINGS, LLC
		
	By:		 /s/ Robert W. Owens

			Name: Robert W. Owens
			Title: President


  
 [Signature Page to
Registration Rights Agreement] 








 Confirmed and accepted as of the date first above written: 

 

			
	 MERRILL LYNCH, PIERCE, FENNER & SMITH

                          
    INCORPORATED

	
	 For itself and on behalf of the

several Initial Purchasers

		
	By:		Merrill Lynch, Pierce, Fenner & Smith
			                     Incorporated
		
	By:		 /s/ Chris Getz

			Name: Chris Getz
			Title: Managing Director


  
 [Signature Page to
Registration Rights Agreement] 








 Schedule 1 

Initial Guarantors 
 Susser
Petroleum Operating Company LLC 
 T&C Wholesale LLC 

Susser Petroleum Property Company LLC 
 Susser Energy Services LLC

 Mid-Atlantic Convenience Stores, LLC 
 Southside Oil, LLC

 MACS Retail LLC 
 Aloha Petroleum, Ltd. 

  
 Schedule 1 








 Annex A 

Counterpart to Registration Rights Agreement 

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement,
dated April 1, 2015 by and among Sunoco LP, a Delaware limited partnership, Sunoco Finance Corp., a Delaware corporation, the guarantors party thereto, ETP Retail Holdings, LLC, a Delaware limited liability company, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, on behalf of itself and the other Initial Purchasers), to be bound by the terms and provisions of such Registration Rights Agreement. 

IN WITNESS WHEREOF, the undersigned has executed this counterpart as of
            , 201    . 
  

			
	[GUARANTOR]
		
	By:		  

			Name:
			Title:



  
 Annex A