As filed with the Securities and Exchange Commission on July 27, 2010.15, 2016

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SUSSER HOLDINGS CORPORATIONSunoco LP

(as Parent Guarantor)Sunoco Finance Corp.

SUSSER HOLDINGS, L.L.C.

SUSSER FINANCE CORPORATION

(as Co-Issuers)

(And the Guarantors Identified in the Table of Registrant Guarantors Below)

(Exact name of registrant as specified in its charter)

4525 Ayers Street8020 Park Lane

Corpus Christi,Suite 200

Dallas, Texas 7841575231

(361) 884-2463(832) 234-3600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

E.V. Bonner, Jr., Esq.Thomas R. Miller

Executive Vice President, Secretary and General CounselSunoco GP LLC

Susser Holdings, L.L.C.8020 Park Lane

4525 Ayers StreetSuite 200

Corpus Christi,Dallas, Texas 7841575231

Telephone: (361) 884-2463(832) 234-3600

Facsimile: (361) 693-3725

(Name, address, including zip code, and telephone number, including area code, of agent for service)

CopiesCopy to:

Rod Miller, Esq.William N. Finnegan IV

Weil, GotshalDebbie P. Yee

Latham & MangesWatkins LLP

767 Fifth Avenue811 Main Street, Suite 3700

New York, NY 10153Houston, Texas 77002

Telephone: 212-310-8000

Facsimile: 212-310-8007(713) 546-5400

Approximate date of commencement of proposed sale of the securities to public:the public: As soon as practicable after the effective date of this Registration Statement becomes effective.Statement.

If the securities being registered on this formForm are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this formForm is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

Each registrant hereby amendamends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the Co-registrantsregistrants shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statementRegistration Statement shall become effective on such date as the Commission,SEC, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS (2)

The information in this prospectus is not complete and may be changed. We may not complete the exchange offer or issuesell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 27, 201015, 2016

Susser Holdings CorporationPROSPECTUS

(as Parent Guarantor)

Susser Holdings, L.L.C.

Susser Finance CorporationSUNOCO LP

(as Co-Issuers)SUNOCO FINANCE CORP.

Offer to Exchange $425,000,000 OutstandingOFFER TO EXCHANGE

8.50%$600,000,000 of 5.500% Senior Notes due 20162020 and Related Guarantees That Have Not Been Registered Under the Securities Act of 1933

for newly-issued, registeredFor

8.50%$600,000,000 of 5.500% Senior Notes due 20162020 and Related Guarantees That Have Been Registered Under the Securities Act of 1933

We are offering to exchange our outstanding restricted 8.50% senior5.500% Senior Notes due 2020 and related guarantees, which were issued on July 20, 2015 in a private offering (the “private notes”), for a like aggregate amount of our registered 5.500% Senior Notes due 2020 and related guarantees (the “exchange notes” and, together with the private notes, due 2016 for the new 8.50% senior notes due 2016.“notes”). The terms of the newexchange notes are substantially identical in all material respects to the terms ofprivate notes, except that the outstanding restrictedexchange notes to be exchanged, except for certain transfer restrictions, registration rightshave been registered under the federal securities laws and additional interest payment provisions relating to the outstanding restricted notes.will not bear any legend restricting their transfer. The exchange notes will represent the same debt as the 2010private notes, and we will issue the exchange notes under the same indenture as the 2010private notes. In this document, we refer to our outstanding restricted notes as the “2010 notes”, and our new notes as the “exchange notes.” Any reference to “notes” in this prospectus refers to the 2010 notes and the exchange notes, unless the context requires a different interpretation.

The principal features of the exchange offer are as follows:

Each broker-dealer that receivesBroker-dealers receiving exchange notes in exchange for itsprivate notes acquired for their own account pursuant to the exchange offerthrough market-making or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of suchthe exchange notes as required by applicable securities laws and regulations. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for 2010 notes where such 2010 notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the expiration date (as defined herein), we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”notes.

You should carefully consider carefully therisk factors beginning on page 812 of this prospectus before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any other federal or state agencysecurities commission has approved or disapproved of these securities to be distributed in the exchange offer, nor have any of these organizationsnotes or determined thatif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2010.

TABLE OF CONTENTS

This prospectus incorporatesis part of a registration statement we filed with the Securities and Exchange Commission. In making your investment decision, you should rely only on the information contained or incorporated by reference important businessin this prospectus and financial information about us that is not included in or delivered with this prospectus. This information is available without charge to you upon written or oral request. If you would like a copythe accompanying letter of any of this information, please submit your request to Susser Holdings Corporation, 4525 Ayers Street, Corpus Christi, Texas 78415 Attention: Investor Relations Department (361) 884-2463. In order to ensure timely delivery of such documents, you must request this information no later than five business days before the date you must make your investment decision. Accordingly, you should make any request for documents by                 , 2010 to ensure timely delivery of documents prior to the Expiration Date.

transmittal. We have not authorized anyone to giveprovide you with any informationother information. We are not making an offer to sell these securities or makesoliciting an offer to buy these securities in any representation about us thatjurisdiction where an offer or solicitation is different fromnot authorized or in additionwhich the person making that offer or solicitation is not qualified to that contained in this prospectus. Therefore, ifdo so or to anyone does give you information of this sort, you should not rely on it as authorized by us. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then themake an offer presented in this document does not extend to you.or solicitation. You should not assume that the information contained in this prospectus, as well as the information we previously filed with the Securities and Exchange Commission that is incorporated by reference herein, is accurate only as of theany date on the front of this prospectus, regardless of the date of delivery of this prospectus or the sale of the securities made hereunder.other than its respective date.

TABLE OF CONTENTS

PROSPECTUS SUMMARYWHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (including all amendments, exhibits, annexes and schedules, the “exchange offer registration statement”) pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) covering the exchange notes being offered. This summary highlights information contained elsewhere in this prospectus. This summary is not complete andprospectus does not contain all of the information that you should consider before exchangingin the notes. You should read the entire prospectus carefully, including “Risk Factors,” our audited consolidated financial statements, the notesexchange offer registration statement. For further information with respect to those financial statementsus and the other financial information appearing elsewhere in this prospectus.

Referencesexchange offer, reference is made to the exchange offer registration statement. Statements made in this prospectus to “Susser,” “we,” “us,” and “our,” refer to Susser Holdings Corporation (the parent company of Stripes Holdings LLC, Susser Holdings, L.L.C. and Susser Finance Corporation) and its subsidiaries and the business conducted by them prioras to the datecontents of this prospectus,any contract, agreement or other documents referred to are not necessarily complete. For a more complete understanding and our consolidated subsidiaries, except indescription of each contract, agreement or other places where it is clear from the context that the term means only Susser Holdings Corporation, Stripes Holdings LLC, Susser Holdings, L.L.C. or Susser Finance Corporation.

We use a 52 or 53 week fiscal year, which ends on the Sunday closest to December 31. For example, references to “fiscal 2009” aredocument filed as an exhibit to the 53 weeks ending January 3, 2010 and referencesexchange offer registration statement, we encourage you to “fiscal 2008” are toread the 52 weeks ending December 28, 2008.documents contained in the exhibits thereto.

Our Company

We are the largest non-refining operator in Texas of convenience stores based on store count and we believe we are the largest non-refining motor fuel distributor by gallons in Texas. Our operations include retail convenience stores and wholesale motor fuel distribution. Our retail segment operates more than 520 convenience stores in Texas, New Mexico and Oklahoma offering merchandise, food service, motor fuel and other services.

For the three months ended April 4, 2010, we sold 303.1 million gallons of branded and unbranded motor fuel. We purchase fuel directly from refiners and distribute it to our retail convenience stores, contracted independent operators of convenience stores (“dealers”), unbranded convenience stores and other end users. We believe our combined retail/wholesale business model makes it possible for us to pursue strategic acquisition opportunities and operate acquired properties under either format, providing an optimized return on investment. Our market share and scale allows the integration of new or acquired stores while minimizing overhead costs. In addition, we believe our foodservicefile annual, quarterly, current and merchandising offerings distinguish us from our competition, providingother reports with the opportunitySEC under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for increased traffic in our stores.

Duringfurther information about the first quarter of 2010, we added two storespublic reference room. Our SEC filings are also available to the retail segment and expect to add a total of 10 to 15 retail stores forpublic through the full year. We added three dealer sites to our wholesale segment for a total of 393 wholesale dealersSEC’s website at www.sec.gov. You can also obtain information about us at the endoffices of the quarter. In May 2010, we soldNYSE, 20 Broad Street, New York, New York 10005.

Our internet address is www.sunocolp.com. Our Annual Report onForm 10-K, Quarterly Reports onForm 10-Q, Current Reports onForm 8-K and other filings with the seven Village Markets grocery stores that had been acquired inSEC are available, free of charge, through our website, as soon as reasonably practicable after those reports or filings are electronically filed with or furnished to the TCFS, Inc. acquisition in November 2007. The divesture is not material to our operations, and will allow our retail segment to focusSEC. Information on our core convenience store format.

Our total revenues, net loss attributable to Susser Holdings Corporation and Adjusted EBITDA were $938.1 million, $(5.0) million and $13.9 million, respectively, for first quarter 2010, compared to $680.8 million, $(0.9) million and $19.3 million, respectively, for first quarter 2009. Our business is seasonal, and we generally experience higher sales and profitability in the second and third quarters during the summer activity months and lowest during the winter months.

The cost of crude oil steadily increased from the first quarter of 2009 through the first quarter of 2010, reaching an average of approximately $80 per barrel for the first quarter. The cost of crude oil declined in the month of May to a low of approximately $65 per barrel, before increasing during the month of June to approximately $75 per barrel at the end of June. We generally experience lower fuel margins when the cost of fuel is increasing gradually over a longer period and higher fuel margins when the cost of fuel is more volatile over a shorter period of time.

The economy in Texas, where the majority of our operations are conducted, continued to fare better than manywebsite or any other parts of the nation during early 2009, partly buoyed by a relatively stable housing market, a healthy regional banking market and relatively strong population growth. However, our markets experienced a sharp increase in unemployment and reduced economic activity in the second half of 2009, and we reported a 1.2% decrease in same store merchandise sales during the fourth quarter of 2009. In spite of the recent economic trends, our business remained generally more resilient than many other retail formats, and we continued to increase our market share in key merchandise categories, based on supplier information. We began to see stabilization and/or improvement in key economic indicators in our markets in early 2010 and for the first three months of 2010 we reported 2.5% positive comparable merchandise results over first quarter 2009.

After a tightening in the nation’s credit markets beginning in 2008, we are beginning to see improved availability of financing sources. We completed sale/leaseback transactions during the first quarter for total net proceeds of $5.8 million and we entered into a build-to-suit arrangement on two other retail locations. We entered into a new $10 million mortgage loan with a regional bank during the first quarter of 2010. In early May 2010, we issued $425 million of 8.5% senior unsecured notes, due May 15, 2016. The proceeds, net of discounts, fees and expenses, and along with borrowings under our revolving credit facility, were used to redeem our existing $300 million 10 5/8% senior unsecured notes due 2013 (the “2013 Notes”) and pay off the remaining $89.3 million term loan. We also entered into an amended and restated credit facility which, among other things, extends the maturity of our revolving credit facility to May 2014, increases our borrowing base to achieve full availability of the $120 million facility, and provides additional flexibility on covenant requirements. We believe we have adequate liquidity and financial flexibility to continue to operate and grow our business, but we are exercising caution in our capital spending program until we see a sustained improvement in our results, the economy and in the capital markets. As of April 4, 2010, we had $5.9 million drawn and $12.2 million in standby letters of credit issued against our $120.0 million revolving line of credit. As of April 4, 2010, our unused availability under the revolver was $84.9 million.

Corporate Information

Susser Holdings, L.L.C. was formed in Delaware in December 1997. Susser Finance Corporation, a Delaware corporation, was incorporated in December 2005. Susser Holdings Corporation, a Delaware corporation, was incorporated in May 2006. Our principal executive offices are located at 4525 Ayers Street, Corpus Christi, Texas 78415, and our telephone number is (361) 884-2463. Our website address is www.susser.com. The information on, or that can be accessed through, our website is not incorporated by reference in this prospectus or any prospectus supplement, andthe exchange offer registration statement.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you should not consider itby referring you to documents containing that information. The information incorporated by reference is considered to be a part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or any prospectus supplement.

SUMMARY OF THE TERMS OF THE EXCHANGE OFFER

On May 7, 2010, we issued $425,000,000 in aggregate principal amount of our 2010 notes in a transaction exempt from the registration requirements15(d) of the SecuritiesExchange Act of 1933. In connection(other than information determined to be furnished and not filed with the issuanceSEC), after the date of the 2010 notes, we agreed withinitial exchange offer registration statement and prior to the initial purchaserseffectiveness of the 2010 notes to register the exchange notes and undertake this exchange offer. You are entitled to exchange your 2010 notes in the exchange offer for exchange notes with identical terms. Unless you are a broker-dealer or unable to participate in the exchange offer, we believe that the exchange notes to be issued in the exchange may be resold by you without compliance with the registration statement and prospectus delivery requirements in the Securities Act. You should read the discussions under the headings: “The Exchange Offer” and “Description of the Exchange Notes” for further information regarding the exchange notes.

The summary below describes the principal terms of the notes. Some of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the Exchange Notes” section of this prospectus contains a more detailed description of the terms and conditions of the notes.

Our belief is based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties unrelated to us. The staff has not considered this exchange offer in the context of a no-action letter, and we cannot assure you that the staff would make a similar determination with respect to this exchange offer.

If you do not meet the above conditions, you may not participate in the exchange offer or sell, transfer or otherwise dispose of any 2010 notes unless (i) they have been registered for resale by you under the Securities Act and you deliver a “resale” prospectus meeting the requirements of the Securities Act or (ii) you sell, transfer or otherwise dispose of the exchange notes in accordance with an applicable exemption from the registration requirements of the Securities Act.

Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for 2010 notes that were acquired by that broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any of its resales of those exchange notes. A broker-dealer may use this prospectus to offer to resell, resell or otherwise transfer those exchange notes

Conditions to the Exchange Offer		The conditions to completing the exchange offer are that:
		•		the exchange offer does not violate applicable law or any applicable interpretation of the staff of the SEC;
		•		no injunction, order or decree shall have been issued that would prohibit, prevent or otherwise materially impair our ability to proceed with the exchange offer;
		•		no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the exchange offer;
		•		all governmental approvals shall have been obtained, which approvals we deem necessary for the consummation of the exchange offer; and
		•		there shall not have been proposed, adopted or enacted any law, statute, rule or regulation which, in our reasonable judgment, would materially impair our ability to consummate the exchange offer or have a material adverse effect on us if the exchange offer was consummated.
Please also see “The Exchange Offer—Conditions to the Exchange Offer.”
Procedures for Tendering 2010 notes Held in the Form of Book-Entry Interests		Beneficial interests in the 2010 notes which are held by direct or indirect participants in The Depository Trust Company, or DTC, through certificateless depositary interests are shown on, and transfers of the 2010 notes can be made only through, records maintained in book-entry form by DTC with respect to its participants.
If you are a holder of an original note held in the form of a book-entry interest and you wish to tender your original note for exchange pursuant to the exchange offer, you must transmit to Wells Fargo Bank, N.A., as exchange agent, on or prior to the expiration of the exchange offer either:
		•		a written or facsimile copy of a properly completed and executed letter of transmittal and all other required documents to the address set forth on the cover page of the letter of transmittal; or
		•		a computer-generated message transmitted by means of DTC’s Automated Tender Offer Program system and forming a part of a confirmation of book-entry transfer in which you acknowledge and agree to be bound by the terms of the letter of transmittal.
The exchange agent must also receive on or prior to the expiration of the exchange offer either:
		•		a timely confirmation of book-entry transfer of your 2010 notes into the exchange agent’s account at DTC, in accordance with the procedure for book-entry transfers described in this prospectus under the heading “The Exchange Offer—Book-Entry Transfer;” or
		•		the documents necessary for compliance with the guaranteed delivery procedures described below.
A form of letter of transmittal accompanies this prospectus. By examining the letter of transmittal or delivering a computer-generated message through DTC’s Automated Tender Offer Program system, you will represent to us that, among other things:
		•		the exchange notes to be issued to you in the exchange offer are acquired in the ordinary course of your business;
		•		at the time of the commencement of the exchange offer you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes to be issued to you in the exchange offer in violation of the Securities Act;

		•		you are not an affiliate (as defined in Rule 405 promulgated under the Securities Act) of us;
		•		if you are a broker-dealer, you are not engaging in, and do not intend to engage in, a distribution of the exchange notes to be issued to you in the exchange offer;
		•		if you are a participating broker-dealer that will receive exchange notes for its own account in exchange for the 2010 notes that were acquired as a result of market-making or other trading activities, that you will deliver a prospectus in connection with any resale of the exchange notes; and
		•		you are not acting on behalf of any persons or entities who could not truthfully make the foregoing representations.
Special Procedures for Beneficial Owner		If you are the beneficial owner of 2010 notes and they are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender your 2010 notes, you should promptly contact the person in whose name your 2010 notes are registered and instruct that person to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal for your 2010 notes and delivering your 2010 notes, either make appropriate arrangements to register ownership of the 2010 notes in your name or obtain a properly completed bond power from the person in whose name your 2010 notes are registered. The transfer of registered ownership may take considerable time. See “The Exchange Offer—Procedures for Tendering—Procedures Applicable to All Holders.”
Acceptance of 2010 Notes and Delivery of Exchange Notes		Except under the circumstances described above under “The Exchange Offer—Conditions to the Exchange Offer,” we will accept for exchange any and all 2010 notes which are properly tendered in the exchange offer prior to 8:00 a.m., New York City time, on the expiration date. The exchange notes to be issued to you in the exchange offer will be delivered promptly following the expiration date. See “The Exchange Offer—Terms of the Exchange Offer.”
Federal Income Tax Consequences		The exchange of 2010 notes for exchange notes should not be a taxable event for federal income tax purposes. You should consult your own tax advisor as to the tax consequences to you of the exchange offer, as well as tax consequences of the ownership and disposition of the exchange notes. See “Certain Material United States Federal Income Tax Consequences.”
Appraisal Rights		You will not have dissenters’ rights or appraisal rights in connection with the exchange offer. See “The Exchange Offer—Appraisal Rights”

SUMMARY OF THE TERMS OF THE EXCHANGE NOTES

The following summary contains basic information about the exchange notes and is not intended to be complete. It does not contain all the information that is important to you. You should refer to the section entitled “Risk Factors” for an explanation of certain risks of investing in the notes. For a more complete understanding of the exchange notes, please refer to the section of this prospectus entitled “Description of the Exchange Notes.” As used in this summary of the offering, the terms “we,” “us” and “our” refer only to Susser Holdings, L.L.C. and not to any of its subsidiaries and the term “co-issuer” refers to Susser Finance Corporation.

Securities Offered		$425.0 million aggregate principal amount of 8.50% Senior Notes due 2016.
Maturity Date		May 15, 2016.
Interest		8.50% per year, payable semiannually in cash in arrears on May 15 and November 15 of each year, commencing on November 15, 2010. Interest on the exchange notes will accrue from and including May 7, 2010.
Guarantees		The exchange notes will be guaranteed on a senior unsecured basis by our parent companies, Stripes Holdings LLC and Susser Holdings Corporation, and certain of our existing and future domestic subsidiaries. The guarantees will be unsecured senior indebtedness of the guarantors and will have the same ranking with respect to indebtedness of the guarantors as the exchange notes will have with respect to our indebtedness. The guarantees will be effectively subordinated to all secured indebtedness of the guarantors, including our revolving credit facility, to the extent of the value of the assets securing such indebtedness.
Ranking		The exchange notes and the guarantees will be our and the guarantors’ senior unsecured obligations and:
		•		will rank equally in right of payment with all of our and our subsidiary guarantors’ existing and future senior indebtedness;
		•		will rank senior in right of payment to all of our and the guarantors’ existing and future senior subordinated and subordinated indebtedness;
		•		will be effectively junior to our and the guarantors’ existing and future secured debt, including our revolving credit facility, to the extent of the value of the assets securing such debt; and
		•		will be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the exchange notes.

After giving effect to the issuance of the 2010 notes, the use of the estimated net proceeds therefrom and the amendment and restatement of our credit facility, as of April 4, 2010, we would have had approximately $453.2 million of debt outstanding, excluding $4.9 million of original issue discount, and we would have had approximately $89.6 million in availability under our revolving credit facility (net of $18.2 million in borrowings under the revolving credit facility and $12.2 million in outstanding letters of credit).

		•		incur additional debt;
		•		make restricted payments (including paying dividends on, redeeming or repurchasing our capital stock);
		•		dispose of our assets;
		•		grant liens on our assets;
		•		engage in transactions with affiliates;
		•		merge or consolidate or transfer substantially all of our assets; and
		•		enter into certain sale/leaseback transactions.
These covenants are subject to a number of important exceptions, limitations and qualifications that are described under “Description of the Exchange Notes” under the heading “Certain Covenants.”
Registration Rights Agreement; Additional Interest		Pursuant to a registration rights agreement executed in connection with the offering of the notes, we have agreed to file with the SEC within 180 days after the date of the initial issuance of the notes, and to use reasonable best efforts to cause to become effective as soon as possible after filing but in any event no later than 90 days after the date of the initial filing with the SEC, a registration statement with respect to an offer to exchange each of the notes for a new issue of our debt securities registered under the Securities Act, with terms identical to those of the notes of such series (except for the provisions relating to the transfer restrictions and payment of additional interest). If we fail to satisfy our registration obligations under the registration rights agreement, we will be required to pay additional interest to the holders of the notes under certain circumstances. This offering of exchange notes is being made to satisfy our obligations under the registration rights agreement.
Form of Exchange Notes		The exchange notes to be issued in the exchange offer will be represented by one or more global securities deposited with Cede & Co. for the benefit of DTC. You will not receive exchange notes in certificate form unless one of the events set forth under the heading “Description of the Exchange Notes—Form of Exchange Notes” occurs. Instead, beneficial interests in the exchange notes to be issued in the exchange offer will be shown on, and transfer of these interests will be effected only through, records maintained in book-entry form by DTC with respect to its participants.
Use of Proceeds		We will not receive any cash proceeds upon completion of the exchange offer.
Risk Factors		See “Risk Factors” for a discussion of certain factors that you should carefully consider before investing in the exchange notes.

RISK FACTORS

Prospective investors should carefully consider the following risk factors and the risk factors related to our business identified in our most recent Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K we file after the date of this prospectus and all other informationprior to the completion or termination of the exchange offer:

We also incorporate by reference the consolidated financial statements of Mid-Atlantic Convenience Stores, LLC (successor) and subsidiaries and MACS Holdings, LLC (predecessor) and subsidiaries as of December 31, 2013 (successor) and for the period from October 3, 2013 to December 31, 2013 (successor) and the period from January 1, 2013 to October 2, 2013 (predecessor), which are included in Exhibit 99.2 to our Current Report on Form 8 K/A filed with the SEC on October 21, 2014 (except that we do not incorporate by reference the

Independent Auditor’s Report on page 3 of Exhibit 99.2 for the consolidated financial statements of MACS Holdings, LLC (predecessor) and subsidiaries as of December 31, 2012 (predecessor) and for each of the two years in the period ended December 31, 2012 (predecessor)).

Any statement contained herein, or in any documents incorporated or deemed to be incorporated by reference intoherein, shall be deemed to be modified or superseded for the purpose of this prospectus before participatingto the extent that a subsequent statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request a copy of these filings, at no cost, by writing or telephoning us at:

Sunoco LP

Investor Relations

8020 Park Lane

Suite 200

Dallas, Texas 75231

(832) 234-3600

IR@sunocolp.com

You may also obtain copies of these filings, at no cost, by accessing our website at www.sunocolp.com; however, the information found on our website is not considered part of this prospectus. To obtain timely delivery of any copies of filings requested, please write or telephone no later than                     , 2016, five days prior to the expiration of the exchange offer. Additional risks and uncertainties

The exchange offer is not presently knownbeing made to, us,nor will we accept surrenders for exchange from, holders of private notes in any jurisdiction in which the exchange offer or that we currently deem immaterial, could negatively impact our results of operationsthe acceptance thereof would not be in compliance with the securities or financial condition in the future. If anyblue sky laws of such risks actually occur,jurisdiction.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including without limitation, our businessdiscussion and analysis of our financial condition and results of operations, and our ability to service our outstanding indebtedness, including the notes, could be materially affected. In that case, you could lose all or part of your investment in, and the expected return on, the notes.

Risks Related to the Exchange Notes

Our substantial indebtedness may impair our financial condition and prevent us from fulfilling our obligations under the notes and our other debt instruments.

Following the issuance of the 2010 notes, we have a substantial amount of debt. After giving effect to the issuance of the 2010 notes, the use of the net proceeds therefrom and the amendment and restatement of our credit facility, the aggregate amount of our indebtedness as of April 4, 2010 would have been approximately $453.2 million, excluding $4.9 million of original issue discount, $18.2 million of which would have been funded under our revolving credit facility. In addition, we would have had approximately $89.6 million of borrowing capacity under our revolving credit facility (net of $12.2 million in outstanding letters of credit). Our substantial indebtedness could have important consequences to you, including:

In addition, we may not be able to generate sufficient cash flow from our operations to repay our indebtedness when it becomes due and to meet our other cash needs. If we are not able to pay our debts as they become due, we will be required to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring our indebtedness or selling additional debt or equity securities. We may not be able to refinance our debt or sell additional debt or equity securities or our assets on favorable terms, if at all, and if we must sell our assets, it may negatively affect our ability to generate revenues.

Despite current indebtedness levels, we may still incur more debt. This could further exacerbate the risks associated with our substantial indebtedness.

Subject to specified limitations, the indenture governing the notes and the agreements governing our revolving credit facility permit us and our existing and future subsidiaries, if any to incur substantial additional debt. If new debt is added to our or any such subsidiary’s current debt levels, the risks described above in the previous risk factor could intensify. See “Description of the Exchange Notes—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” for additional information.

Repayment of our debt, including the notes, is dependent on cash flow generated by our subsidiaries.

Susser Holdings, L.L.C. is a holding company with no material assets other than the equity interests of its subsidiaries. Our subsidiaries conduct substantially all of our operations and own substantially all of our assets. Repayment of our indebtedness, including the notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. Our subsidiaries may not be able to, or be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the notes. While the indenture governing the notes limits the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes.

The restrictive covenants in our revolving credit facility and the indenture governing the notes may affect our ability to operate our business successfully.

The indenture governing the notes contains, and the terms of our revolving credit facility contain, and our future debt instruments may contain, various provisions that limit our ability to, among other things:

These covenants could adversely affect our ability to finance our future operations or capital needs and pursue available business opportunities.

In addition, our revolving credit facility requires us to maintain specified financial ratios and satisfy certain financial condition tests. Events beyond our control, including changes in general economic and business conditions, may affect our ability to meet those financial ratios and financial condition tests. We cannot assure you that we will meet those tests or that the lenders will waive any failure to meet those tests. A breach of any of these covenants or any other restrictive covenants contained in our revolving credit facility or the indenture would result in an event of default. If an event of default under our revolving credit facility or the indenture occurs, the holders of the affected indebtedness could declare all amounts outstanding, together with accrued interest, to be immediately due and payable, which, in turn, could cause the default and acceleration of the maturity of our other indebtedness. If we were unable to pay such amounts, the lenders under our revolving credit facility could proceed against the collateral pledged to them. We have pledged a portion of our assets to the lenders under our revolving credit facility. In such an event, we cannot assure you that we would have sufficient assets to pay amounts due on the notes. As a result, you may receive less than the full amount you would otherwise be entitled to receive on the notes. See “Description of the Exchange Notes—Certain Covenants” for additional information.

The notes and the guarantees will not be secured by any of our assets. Our revolving credit facility is secured, giving our revolving lenders a prior claim on the assets securing such facility.

The notes and the guarantees will not be secured by any of our assets. However, our revolving credit facility is secured by our inventory and receivables, a pledge of certain of our real estate, a negative pledge on a portion of our real estate and a pledge of 100% of our stock and the stock of certain future subsidiaries (if any) of ours. If we become insolvent or are liquidated, or if payment under any of the instruments governing our secured debt is accelerated, the lenders under our revolving credit facility will be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to the instruments governing such debt. Accordingly, the lenders under our revolving credit facility have a priority claim on our assets securing the debt owed to them. In that event, because the notes and the guarantees will not be secured by any of our assets, it is possible that our remaining assets might be insufficient to satisfy your claims in full.

After giving effect to the issuance of the 2010 notes, the use of the net proceeds therefrom and the amendment and restatement of our credit facility, the aggregate amount of our indebtedness as of April 4, 2010 would have been approximately $453.2 million, excluding $4.9 million of original issue discount, $18.2 million of which would have been funded under our revolving credit facility. In addition, we would have had approximately $89.6 million of borrowing capacity under our revolving credit facility (net of $12.2 million in outstanding letters of credit). We will be permitted to borrow substantial additional secured indebtedness in the future under the terms of the indenture. See “Description of the Exchange Notes—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” and “Description of the Exchange Notes—Certain Covenants—Liens.”

The notes will be structurally subordinated to all indebtedness of our subsidiaries that are not guarantors of the notes.

Not all of our subsidiaries are required to guarantee the notes. You will not have any claim as a creditor against the subsidiaries that are not guarantors of the notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of non-guarantor subsidiaries will be structurally senior to any claim you may have against these non-guarantor subsidiaries relating to the notes. For fiscal 2009, our non-guarantor subsidiaries represented less than 0.01% of our revenues. In addition, as of April 4, 2010, after giving effect to the issuance of the 2010 notes and the application of the net proceeds therefrom, as if each had occurred on that date, our non-guarantor subsidiaries would have held approximately $1.5 million of our consolidated assets and had approximately $19,000 of our liabilities (including trade payables), to which the notes would have been structurally subordinated. In the event of a bankruptcy, liquidation, reorganization or other winding up of our non-guarantor subsidiaries, holders of its indebtedness and its trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

In addition, the indenture permits non-guarantor subsidiaries to incur additional indebtedness. Therefore, the notes would be effectively subordinated to this additional indebtedness that may be incurred by the non-guarantor subsidiaries. See “Description of the Exchange Notes—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.”

We will require a significant amount of cash to service all our indebtedness, including the notes, and our ability to generate sufficient cash depends upon many factors, some of which are beyond our control.

Our ability to make payments on and refinance our debt and to fund working capital needs and planned capital expenditures depends on our ability to generate cash flow in the future. To some extent, this is subject to general economic, financial, competitive, legislative and regulatory factors and other factors that are beyond our control. We cannot assure you that our business will continue to generate cash flow from operations at levels sufficient to permit us to pay principal, premium, if any, and interest on our indebtedness or that our cash needs will not increase. If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other needs, we may have to refinance all or a portion of our debt, obtain additional financing or reduce expenditures or sell assets that we deem necessary to our business. We cannot assure you that any of these measures would be possible or that any additional financing could be obtained. The inability to obtain additional financing could have a material adverse effect on our financial condition and on our ability to meet our obligations to you under the notes.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness, including a default under our revolving credit facility that is not waived by the required lenders under such facility, and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including our revolving credit facility), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our revolving credit facility could elect to terminate any ongoing commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders under our revolving credit facility to avoid being in default. If we breach our covenants under our revolving credit facility and seek a waiver, we may not be able to obtain a waiver from the required lenders under such facility. If this occurs, we would be in default under one or both of such facilities, the lenders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation.

We may not have the funds to purchase the notes upon the change of control offer as required by the indenture governing the notes.

Upon a change of control, as defined in the indenture, subject to certain conditions, we are required to offer to repurchase all outstanding notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase. The source of funds for that purchase of notes will be our available cash or cash generated from our existing and future subsidiaries, if any, operations or other potential sources, including borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any change of control to make required repurchases of notes tendered. In addition, the terms of our revolving credit facility limit our ability to repurchase your notes and provide that certain change of control events will constitute an event of default thereunder. Our future debt agreements may contain similar restrictions and provisions. If the holders of the notes exercise their right to require us to repurchase all the notes upon a change of control, the financial effect of this repurchase could cause a default under our other debt, even if the change of control itself would not cause a default. Accordingly, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of our other debt and the notes or that restrictions in our revolving credit facility and the indenture will not allow such repurchases. In addition, certain corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “change of control” under the indenture. See “Description of the Exchange Notes—Repurchase at the Option of the Holders—Change of Control” for additional information.

An active trading market may not develop for the notes.

We do not intend to apply for a listing of the exchange notes on a securities exchange or on any automated dealer quotation system. Currently, there is no established market for the notes and we cannot assure you as to:

If any markets were to exist, the notes could trade at prices that may be lower than their initial market value, depending upon many factors, including prevailing interest rates and the markets for similar securities.

The liquidity of, and trading market for, the notes also may be adversely affected by general declines in the market for similar securities. Such a decline may adversely affect such liquidity and trading markets independently of our financial performance and prospects.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. We cannot assure you that the market for the notes, if any, will not be subject to similar disruptions. Any such disruptions may adversely affect you as a holder of the notes.

You may suffer adverse consequences if you fail to exchange your 2010 notes.

If you do not exchange your 2010 notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your 2010 notes described in the legend on your 2010 notes. The restrictions on transfer of your 2010 notes arise because we issued the 2010 notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the 2010 notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. Except as required by the registration rights agreement, we do not intend to register the 2010 notes under the Securities Act. The tender of 2010 notes under the exchange offer will reduce the principal amount of the currently outstanding 2010 notes. Due to the corresponding reduction in liquidity, this may have an adverse effect upon, and increase the volatility of, the market price of any currently outstanding 2010 notes that you continue to hold following completion of the exchange offer.

Broker-dealers may become subject to the registration and prospectus delivery requirements of the Securities Act and any profit on the resale of the exchange notes may be deemed to be underwriting compensation under the Securities Act.

Any broker-dealer that acquires exchange notes in the exchange offer for its own account in exchange for 2010 notes which it acquired through market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the exchange notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

Federal and state statutes could allow courts, under specific circumstances, to void the subsidiary guarantees, subordinate claims in respect of the notes and require note holders to return payments received from subsidiary guarantors.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could void a subsidiary guarantee or claims related to the notes or subordinate a subsidiary guarantee to all of our other debts or to all other debts of a subsidiary guarantor if, among other things, we or a subsidiary guarantor, at the time we or such subsidiary guarantor incurred the indebtedness evidenced by its subsidiary guarantee:

Each guarantee contains a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may eliminate the guarantor’s obligations or reduce the guarantor’s obligations to an amount that effectively makes the guarantee worthless. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees.

In addition, a court could void any payment by a subsidiary guarantor pursuant to the notes or a subsidiary guarantee and require that payment to be returned to such subsidiary guarantor or to a fund for the benefit of the creditors of the subsidiary guarantor. The measures of insolvency for purposes of fraudulent transfer laws will vary depending upon the governing law in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:

On the basis of historical financial information, recent operating history and other factors, we believe that we will not be insolvent, will not have insufficient capital for the business in which we are engaged and will not have incurred debts beyond our ability to pay such debts as they mature.

There can be no assurance, however, as to what standard a court would apply in making such determinations or that a court would agree with our or any subsidiary guarantor’s conclusions in this regard.

We, meaning Susser Holdings, L.L.C., have no operations of our own and derive all of our revenue from our subsidiaries. If a guarantee of the notes by a subsidiary were avoided as a fraudulent transfer, holders of other indebtedness of, and trade creditors of, that subsidiary would generally be entitled to payment of their claims from the assets of the subsidiary before such assets could be made available for distribution to us to satisfy our own obligations such as the notes.

The market valuation of the notes may be exposed to substantial volatility.

A real or perceived economic downturn or higher interest rates could cause a decline in the notes, and thereby negatively affect the market for the trading price of the notes. Because the notes may be thinly traded, it may be more difficult to sell and accurately value the notes. In addition, as has recently been evident in the current turmoil in the global financial markets, the present economic slowdown and the uncertainty over its breadth, depth and duration, the entire high-yield bond market can experience sudden and sharp price swings, which can be exacerbated by large or sustained sales by major investors in the notes, a high-profile default by another issuer, or simply a change in the market’s psychology regarding high-yield bonds. Moreover, if one of the major rating agencies lowers its credit rating on the notes, the price of the notes will likely decline.

FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference, in this prospectus contain historical information as well as forward-lookingcontains statements under the Private Securities Litigation Reform Act of 1995 that involve known and unknown risks and relate to future events, our future financial performance or our projected business results. These forward-lookingwe believe are “forward-looking” statements. Forward-looking statements generally can be identified by use of phrases such as “believe,” “plan,” “expect,” “anticipate,” “intend,” “forecast” or other similar words or phrases. Descriptions of our objectives, goals, targets, plans, strategies, costs, anticipated capital expenditures, expected cost savings and benefits are also forward-looking statements. These forward-looking statements are based on our current plans and expectations and involve a number of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements, including:

Changes in economic conditions, generally, and

Forfactors described herein or incorporated by reference, or factors that are unknown or unpredictable, could also have a discussion of these and other risks and uncertainties, please refer to the risks set forth under the captionmaterial adverse effect on future results. Please read “Risk Factors” inbeginning on page 12 of this prospectus, and under the caption “Risk Factors”risk factors included in our most recent Annual Report on Form 10-K, forsubsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and those that may be included in an applicable prospectus supplement, as well as risks described in all of the fiscal year ended January 3, 2010, which isother information included or incorporated by reference intoin this prospectus. These listsprospectus and any prospectus supplement and in the documents that we incorporate by reference.

The list of factors that could affect future performance and the accuracy of forward-looking statements is illustrative but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. The forward-looking statements included in this prospectus are based on, and include, our estimates as of the date of this prospectus.hereof. We anticipate that subsequent events and market developments will cause our estimates to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if new information becomes available in the future.

By including, or incorporating by reference, any information in this prospectus, we do not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.

All forward lookingforward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements and risk factors contained throughoutstatements.

RISK FACTORS

An investment in the notes involves a high degree of risk. You should carefully consider the information included and incorporated by reference in this prospectus, including the matters addressed under “Disclosure RegardingForward- Looking Statements,” the following risk factors and the risk factors in our Annual Report onForm 10-K for the year ended December 31, 2015, as well as all other information contained or incorporated by reference in this prospectus, before participating in the exchange offer.

We are subject to certain risks and uncertainties due to the nature of the business activities we conduct. The risks discussed below and in any of the documents incorporated by reference in this prospectus, any of which could materially and adversely affect our business, financial condition, cash flows and results of operations, are not the only risks and uncertainties that we face. We may experience additional risks and uncertainties not presently known to us or that we currently deem to be immaterial that may also impair our business operations. If any of those risks actually occurs, our business, financial condition and results of operations could suffer, we might not be able to make payments on the notes and investors could lose all or part of their investment.

Risks Related to Our Indebtedness and the Notes

If you do not properly tender your private notes, you will continue to hold unregistered private notes and your ability to transfer the private notes will be adversely effected.

We will only issue exchange notes in exchange for private notes that are timely received by the exchange agent. Therefore, you should allow sufficient time to ensure timely delivery of the private notes, and you should carefully follow the instructions on how to tender your private notes. Neither we nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of the private notes. If you do not tender your private notes or if we do not accept your private notes because you did not tender your private notes properly, then, after we consummate the exchange offer, you may continue to hold private notes that are subject to transfer restrictions. In addition, if you tender your private notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for private notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes.

After the exchange offer is consummated, if you continue to hold any private notes, you may have difficulty selling them because there will be fewer private notes outstanding. In addition, if a large amount of private notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such exchange notes.

Our future debt levels may impair our financial condition and prevent us from fulfilling our obligations under the notes.

As of March 31, 2016, after giving effect to the offering of the 2021 notes and the application of the net proceeds therefrom, the Acquisition and related financing transactions, we would have had approximately $4.2 billion of debt outstanding, of which $675.0 million would have secured indebtedness under the revolving credit facility (excluding approximately $22.3 million of letters of credit outstanding thereunder) and approximately $1.4 billion of which would have secured indebtedness under the term loan facility, and we would have had approximately $802.7 million of remaining borrowing capacity under our revolving credit facility. The level of our future indebtedness could have important consequences to us, including:

In addition, we may not be able to generate sufficient cash flow from our operations to repay our indebtedness when it becomes due and to meet other cash needs. Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. In addition, our ability to service our debt will depend on market interest rates, since we anticipate that the interest rates applicable to borrowings under our revolving credit facility will fluctuate. If we are not able to pay our debts as they become due, we will be required to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring our indebtedness or selling additional debt or equity securities. We may not be able to refinance our debt or sell additional debt or equity securities or our assets on favorable terms, if at all, and if we must sell our assets, it may negatively affect our ability to generate revenues.

Despite our current level of indebtedness, the indenture governing the notes permit us and our subsidiaries to incur substantially more indebtedness. This could further increase the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture governing the notes limit, but do not prohibit us or our subsidiaries from doing so. If we incur any additional indebtedness that ranks equally with the notes and the guarantees, the holders of that indebtedness will be entitled to share ratably with the notes and the related guarantees in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or otherwinding-up of us. This may have the effect of reducing the amount of any proceeds paid to you. If our current debt levels increase, the related risks that we and our subsidiaries now face could intensify.

The notes and the guarantees are unsecured and effectively subordinated to the Issuers’ and the guarantors’ existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness.

The notes and the guarantees are general unsecured obligations ranking effectively junior in right of payment to all of the Issuers’ and the guarantors’ existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. Additionally, the indenture governing the notes permit us to incur additional secured indebtedness in the future. As of March 31, 2016, after giving effect to the offering of the 2021 notes and the application of the net proceeds therefrom, the Acquisition and related financing transactions, we would have had approximately $4.2 billion of debt outstanding, including $675.0 million of which would have been secured indebtedness under the revolving credit facility (excluding approximately $22.3 million of letters of credit outstanding thereunder) and approximately $1.4 billion of which would have been secured indebtedness under the term loan facility. Additionally, we would have had approximately $802.7 million of remaining borrowing capacity under our revolving credit facility. In the event that either of the Issuers or any guarantor is declared bankrupt, becomes insolvent or is liquidated or reorganized, any indebtedness that is senior in right to payment on the notes or the guarantees will be entitled to be paid in full from the Issuers’ assets or the assets of the guarantor, as applicable, before any payment may be made with respect to the notes or the affected guarantees. Holders of the notes will participate ratably with all holders of the Issuers’ and the guarantors’

unsecured indebtedness that is deemed to be of the same class as the notes, including the 2021 notes and the 2023 notes, and potentially with all of their other general creditors, based upon the respective amounts owed to each holder or creditor, in their remaining assets. In any of the foregoing events or in the event of the liquidation, dissolution, reorganization, bankruptcy or similar proceeding of the business of anon-guarantor subsidiary, as described below, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of the notes may receive less, ratably, than holders of secured indebtedness.

The notes are structurally subordinated to all liabilities of anynon-guarantor subsidiaries.

The notes are structurally subordinated to the indebtedness and other liabilities of any of our subsidiaries that do not guarantee the notes. Anynon-guarantor subsidiaries are separate and distinct legal entities and will have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes, or to make any funds available therefor, whether by loans, distributions or other payments. Any right that we or the guarantors have to receive any assets of any suchnon-guarantor subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of holders of notes to realize proceeds from the sale of any of those subsidiaries’ assets, will be structurally subordinated to the claims of those subsidiaries’ creditors, including trade creditors and holders of preferred equity interests of those subsidiaries. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any suchnon-guarantor subsidiaries, thesenon-guarantor subsidiaries will pay the holders of their debts, holders of preferred equity interests and their trade creditors before they will be able to distribute any of their assets to us.

Certain restrictive covenants in the indenture governing the notes will be terminated if the notes achieve investment grade ratings from either Moody’s or S&P and no default exists with respect to such notes.

Most of the restrictive covenants in the indenture governing the notes will cease to apply if the notes achieve investment grade ratings from Moody’s or S&P, and no default or event of default has occurred and is then continuing. If these restrictive covenants cease to apply, we may take actions, such as incurring additional debt or making certain dividends or distributions that would otherwise be prohibited under the indenture. Ratings are given by these rating agencies based upon analyses that include many subjective factors. We cannot assure you that the notes will achieve investment grade ratings, nor can we assure you that investment grade ratings, if granted, will reflect all of the factors that would be important to holders of the notes.

Our existing debt agreements and the indenture governing the notes have substantial restrictions and financial covenants that may restrict our business and financing activities.

We are dependent upon the earnings and cash flow generated by our operations in order to meet our debt service obligations. The operating and financial restrictions and covenants in our credit agreement, term loan agreement governing our term loan facility (“term loan agreement”), the indentures governing the notes, the 2021 notes and the 2023 notes, respectively, and any future financing agreements may restrict our ability to finance future operations or capital needs and to engage in or expand our business activities. For example, our credit agreement, term loan agreement and the indentures governing the notes, the 2021 notes and the 2023 notes, respectively, restrict our ability to, among other things:

In addition, our credit agreement and term loan agreement contain covenants requiring us to maintain certain financial ratios.

Our future ability to comply with these restrictions and covenants is uncertain and will be affected by the levels of cash flow from our operations and other events or circumstances beyond our control. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we violate any provisions of our debt agreements or the indentures governing the notes, the 2021 notes or the 2023 notes that are not cured or waived within the appropriate time period provided therein, a significant portion of our indebtedness may become immediately due and payable and the commitment of our revolving credit facility lenders to make further loans to us may terminate. We might not have, or be able to obtain, sufficient funds to make these accelerated payments.

Federal and state statutes allow courts, under specific circumstances, to void subsidiary guarantees and require noteholders to return payments received from subsidiary guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a subsidiary’s guarantee of the notes could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor, if, among other things, the guarantor, at the time it incurred the debt evidenced by its guarantee:

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of our creditors or the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

We may not have the funds necessary to finance the repurchase of the notes in connection with a change of control offer required by the indenture.

Upon the occurrence of specific kinds of change of control events, which occurrence (other than one involving the adoption of a plan relating to liquidation or dissolution) is followed by a ratings decline within

90 days of consummation of the transaction, the indenture governing the notes requires the Issuers to make an offer to repurchase the notes at 101% of the principal amount thereof, plus accrued and unpaid interest (and liquidated damages, if any) to, but not including, the date of repurchase. However, it is possible that we will not have sufficient funds, or the ability to raise sufficient funds, at the time of the change of control to make the required repurchase of the notes. In addition, restrictions under our credit agreements may not allow us to make a repurchase of the notes upon a change of control. If we could not refinance the revolving credit facility and term loan or otherwise obtain a waiver from the lenders thereunder, we would be prohibited from repurchasing the notes, which would constitute an event of default under the indenture. Because the definition of change of control under our credit agreements will differ from that under the indenture that govern the notes, there may be a change of control and resulting default under our credit agreements at a time when no change of control has occurred under the indenture. Please read “Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control.”

THE EXCHANGE OFFER

GeneralPurpose and Effect of the Exchange Offer

ConcurrentlyIn connection with the issuancesale of the 2010private notes on July 20, 2015, we, Sunoco Finance and the guarantors entered into a registration rights agreement with the initial purchasers of the 2010private notes that(the “registration rights agreement”), which requires us to use our reasonable best efforts to file a registration statement under the Securities Act with respect to the exchange notes within 180 days of the issue date of the 2010 notes and, upon the effectiveness of the registration statement, to offer to the holders of the private notes the opportunity to exchange their private notes for a like principalprinciple amount of exchange notes. The exchange notes will be issued without a restrictive legend and generally may be reoffered and resold without registration under the Securities Act.

The registration rights agreement provides that we must (i) use our reasonable best efforts to cause the exchange offer registration statement to be declared effective by the SEC under the Securities Act within 90 calendar days of the filing of the exchange offer registration statement and (ii) use our reasonable best efforts to consummate the exchange offer within 35 calendarnot later than 365 days after the effectivenessoriginal issuance of the exchange offerprivate notes. The registration statement. Once the exchange offerrights agreement further provides that, under certain circumstances, we must file a shelf registration statement has been declared effective, we will offerfor the exchange notes in exchange for surrenderresale of the notes. Weprivate notes and use reasonable best efforts to cause such registration statement to become effective under the Securities Act and to keep such registration statement effective for a period of one year, or such shorter period that will keepterminate when all private notes covered by the exchange offer open for at least 30 calendar days (or longer if required by applicable law) after the date that notice of the exchange offer is mailed to holders of the notes. shelf registration statement have been sold.

For each private note surrendered to us pursuant to the exchange offer, the holder who surrenderedof such private note will receive an exchange note having a principal amount equal to that of the surrendered private note. Interest on each exchange note will accrue from the last interest payment date on which interest was paidpayments on the note surrenderedexchange notes will be made semi-annually in exchange therefor or, if no interest has been paidcash, on such note, from the original issue dateFebruary 1 and August 1 of such note.

A copy of theeach year. The registration rights agreement has been filedalso provides an agreement to include in the prospectus for the exchange offer certain information necessary to allow a broker-dealer who holds private notes that were acquired for its own account as an exhibita result of market-making activities or other trading activities (other than private notes acquired directly from us or one of our affiliates) to exchange such private notes pursuant to the exchange offer and to satisfy the prospectus delivery requirements in connection with resales of exchange notes received by such broker-dealer in the exchange offer. We agreed to use reasonable efforts to maintain the effectiveness of the exchange offer registration statement for these purposes for a period of which this prospectus is a part. Following180 days after the completion of the exchange offer, holderswhich period may be extended under certain circumstances.

The preceding agreement is needed because any broker-dealer who acquires private notes for its own account as a result of 2010 notes not tendered will not have any further registration rightsmarket-making activities or other than as set forth intrading activities is required to deliver a prospectus meeting the paragraphs below,requirements of the Securities Act. This prospectus covers the offer and the 2010 notes will continue to be subject to certain restrictions on transfer.

In order to participate insale of the exchange offer, you must represent to us, among other things, that:

Under certain circumstances specifiednotes acquired in the registration rights agreement, we mayexchange offer. Holders that are broker-dealers must acknowledge that they acquired their private notes in market-making activities or other trading activities and must deliver a prospectus when they resell the exchange notes they acquire in the exchange offer in order not to be required to file a “shelf” registration statement covering resales of the 2010 notes pursuant to Rule 415 under the Securities Act.deemed an underwriter.

Based on an interpretationinterpretations by the SEC’s staff of the SEC set forth in no-action letters issued to third parties, unrelated to us, we believe that with the exceptions set forth below, the exchange notes issued in the exchange offerfor private notes may be offered for resale, resold and otherwise transferred by the holder ofany exchange notesnoteholder without compliance with the registration and prospectus delivery requirementsprovisions of the Securities Act, unless the holder:if:

Any holder who tenders notes in the exchange offer forwith the purposeintention of participating in any manner in a distribution of the exchange notes notes:

If, as stated above, a holder cannot rely on the position of the staff of the SEC set forth in “Exxon Capital Holdings Corporation” or similar interpretive letters, any effective registration statement used in connection with a secondary resale transaction must contain the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.

Each broker-dealer that receivesholder of the private notes (other than certain specified holders) who desires to exchange private notes for the exchange notes in the exchange offer will be required to make the representations described below under “—Procedures for its own accountTendering—Your Representations to Us.”

In the event that (i) we determine that the exchange offer registration provided for in the registration rights agreement is not available or that 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 SEC; (ii) the exchange offer is not for 2010any other reason completed by the Target Registration Date (as defined below) or (iii) upon receipt of a written request (a “Shelf Request”) from any initial purchaser representing that it holds registrable securities (as defined in the registration rights agreement) that are or were ineligible to be exchanged in the exchange offer, we will use our reasonable best efforts to cause to be filed as soon as practicable after such determination, date 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.

If (i) on or prior to the time the exchange offer is completed, existing law or SEC interpretations are changed such that the exchange notes wherewould not generally be freely transferable after the exchange offer without further registration under the Securities Act; (ii) the exchange offer registration statement is not declared effective by 365 days after the issue date of the private notes or (iii) the exchange offer has not been completed within 20 business days of the exchange offer registration statement being declared effective, then we will use our reasonable best efforts to file and to have become effective a shelf registration statement relating to resales of the exchange notes and to keep that shelf registration statement effective until the date that the exchange notes cease to be “registrable securities” (as defined in the registration rights agreement), including when all exchange notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement. We will, in the event of such 2010a shelf registration, provide to each participating holder of exchange notes were acquired by such broker-dealercopies of a prospectus, notify each participating holder of exchange notes when the shelf registration statement has become effective and take certain other actions to permit resales of the exchange notes. A holder of exchange notes that sells exchange notes under the shelf registration statement generally will be required to make certain representations to us (as described in the registration rights agreement), to be named as a result of market making activities or other trading activities, must acknowledge that it willselling security holder in the related prospectus and to deliver a prospectus in connection with any resaleto purchasers, will be subject to certain of such exchange note. See “Plan of Distribution.” Broker-dealers who acquired 2010 notes directly from us and not as a result of market making activities or other trading activities may not rely on the staff’s interpretations discussed above, and must comply with the prospectus delivery requirements ofcivil liability provisions under the Securities Act in orderconnection with those sales and will be bound by the provisions of the registration rights agreement that are applicable to sellsuch a holder of exchange notes (including certain indemnification obligations). Holders of exchange notes will also be required to suspend their use of the 2010 notes.prospectus included in the shelf registration statement under specified circumstances upon receipt of notice from us. Under applicable interpretations of the staff of the SEC, our affiliates will not be permitted to exchange their private notes for registered notes in the exchange offer.

If the exchange offer is not completed (or, if required, the shelf registration statement is not declared effective) on or before the date that is 365 days after the issue date of the private notes (the “Target Registration

Date”), then we agree to pay each holder of private notes liquidated damages in the form of additional interest in an amount equal to 0.25% per annum of the principal amount of notes held by such holder, with respect to the first 90 days after the Target Registration Date (which rate shall be increased by an additional 0.25% per annum for each subsequent 90-day period that such liquidated damages continue to accrue), in each case until the exchange offer is completed or the shelf registration statement is declared effective;provided,however, that at no time will the amount of liquidated damages accruing with respect to the private notes exceed in the aggregate 1.0% per annum. Upon the completion of the exchange offer (or, if required, the effectiveness of the shelf registration statement) liquidated damages described in this paragraph with respect to the private notes will cease to accrue.

If we effect the registered exchange offer, we will be entitled to close the registered exchange offer 20 business days after their commencement as long as we have accepted all private notes validly tendered in accordance with the terms of the exchange offer and no brokers or dealers continue to hold any private notes.

This summary of the material provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, a copy of which is incorporated by reference into this prospectus.

Except as set forth above, after consummation of the exchange offer, holders of private notes that are the subject of the exchange offer have no registration or exchange rights under the registration rights agreement. See “—Consequences of Failure to Exchange.”

Terms of the Exchange Offer

UponSubject to the terms and subject to the conditions set forthdescribed in this prospectus and in the letter of transmittal, we will accept for exchange any and all 2010private notes validlyproperly tendered and not withdrawn prior to 8:5:00 a.m.p.m., New York City time, on , 2010, or such date and time to which we extend the offer.expiration date. We will issue $2,000exchange notes in principal amount of exchange notes in exchange for each $2,000equal to the principal amount of 2010private notes acceptedsurrendered in the exchange offer. Holders may tender some or all of their 2010 notes pursuant to the exchange offer. The 2010Private notes may be tendered only for exchange notes and only in minimum denominations of $2,000 and integral multiples of $1,000 in principal amount.excess thereof.

The exchange offer is not conditioned upon any minimum aggregate principal amount of private notes will evidence the same debt as the 2010 notes and will be issued under the terms of, and entitled to the benefits of, the applicable indenture relating to the 2010 notes. The form and the terms of the exchange notes are substantially the same form and terms of the 2010 notes, except that the exchange notes to be issued in the exchange offer have been registered under the Securities Act and will not bear legends restricting transfer. The exchange notes will be issued pursuant to, and entitled to the benefits of, the indenture. The exchange notes and the 2010 notes will be deemed a single issue of notes under the indenture.being tendered for exchange.

As of the date of this prospectus, $425,000,000$600.0 million in aggregate principal amount of 2010the private notes were outstanding, and there was one registered holder, a nominee of The Depository Trust Company.are outstanding. This prospectus together withand the letter of transmittal isare being sent to theall registered holder andholders of private notes. There will be no fixed record date for determining registered holders of private notes entitled to others believed to have beneficial interestsparticipate in the 2010 notes. exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgatedSEC. Private notes that the holders thereof do not tender for exchange in the exchange offer will remain outstanding and continue to accrue interest. These private notes will continue to be entitled to the rights and benefits such holders have under the Exchange Act.indenture relating to the private notes.

We will be deemed to have accepted validlyfor exchange properly tendered 2010private notes when as and if we have given oral (promptly followed in writing) or written notice thereofof the acceptance to Wells Fargo Bank, N.A., which is acting as the exchange agent.agent and complied with the applicable provisions of the registration rights agreement. The exchange agent will act as agent for the tendering holders for the purposepurposes of receiving the exchange notes from us.

If any tendered 2010 notes are not accepted for exchange because of an invalidyou tender or the occurrence of certain other events set forth under the heading “—Conditions to the Exchange Offer,” any such unaccepted 2010 notes will be returned, without expense, to the tendering holder of those 2010 notes promptly after the expiration date unless the exchange offer is extended.

Holders who tender 2010private notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of 2010 notes in the exchange offer.private notes. We will pay all charges and expenses, other than certain applicable taxes applicable todescribed below, in connection with the exchange offer. SeeIt is important that you read the section entitled “—Fees and Expenses.”Expenses” for more details regarding fees and expenses incurred in the exchange offer.

WE MAKE NO RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF YOUR EXISTING 2010 NOTES IN THIS EXCHANGE OFFER. IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE THIS RECOMMENDATION. YOU MUST MAKE YOUR OWN DECISION WHETHER TO TENDER IN THIS EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT AT MATURITY OF 2010 NOTES TO TENDER AFTER READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH YOUR ADVISORS, IF ANY, BASED ON YOUR FINANCIAL POSITION AND REQUIREMENTS.

We will return any private notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

Expiration Date; Extensions; AmendmentsDate

The expiration date shall be 8:exchange offer will expire at 5:00 a.m.p.m., New York City time, on                     , 2010,2016, unless we, in our sole discretion, extend the exchange offer,extended, in which case the expiration date shall bewill mean the latest date and time to which we extend the exchange offer.

Delays in Acceptance, Extensions, Termination or Amendment

We expressly reserve the right, at any time or various times, to extend the period of time during which the exchange offer is extended. open. We may delay acceptance of any private notes by giving oral (promptly followed in writing) or written notice of such delay to their holders. During any such extensions, any private notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange.

In order to extend thean exchange offer, we will notify the exchange agent and each registered holder of any extension by giving oral (promptly followed in writing) or written notice prior toof such extension. We will notify the registered holders of the private notes of the extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date and will also disseminate noticedate.

If any of any extension by press release or other public announcement priorthe conditions described below under “—Conditions to 9:00 a.m., New York City time on such date. Wethe Exchange Offer” have not been satisfied with respect to the exchange offer, we reserve the right, in our sole discretion:

by giving oral (promptly followed in writing) or written notice of such delay, extension or termination to the exchange agent, or

Any such delay in acceptance, extension, termination or amendment will be followed promptly by oral (promptly followed in writing) or written notice thereof to the registered holders of the private notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement. The supplement will be distributed to the registered holders of the private notes. Depending upon the significance of the amendment and the manner of disclosure to the registered holders, we may extend the exchange offer. In the event that we make a fundamental change to the terms of the exchange offer, we will file a post-effective amendment to the registration statement or a supplemental prospectus, as required. In the event that we make a material change in the exchange offer, including the waiver by us of a material condition, we will extend the expiration date of the exchange offer period if necessary so that at least five business days remain in the exchange offer following notice of the material change.

Conditions to the Exchange Offer

We acknowledgewill not be required to accept for exchange, or exchange any exchange notes for, any private notes if the exchange offer, or the making of any exchange by a holder of private notes, would violate applicable law or any applicable interpretation of the staff of the SEC. Similarly, we may terminate the exchange offer as provided in this prospectus before accepting private notes for exchange in the event of such a potential violation.

In addition, we will not be obligated to accept for exchange the private notes of any holder that has not made to us the representations described under “—Purpose and undertakeEffect of the Exchange Offer,” “—Procedures for Tendering” and “Plan of Distribution” and such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to comply withallow us to use an appropriate form to register the provisions of Rule 14e-1(c)exchange notes under the Exchange Act, which requires usSecurities Act.

We expressly reserve the right to returnamend or terminate the 2010 notes surrenderedexchange offer, and to reject for exchange promptly afterany private notes not previously accepted for exchange, upon the termination or withdrawaloccurrence of any of the conditions to the exchange offer.offer specified above. We will notify you promptlygive prompt oral (promptly followed in writing) or written notice of any extension, amendment, non-acceptance or termination to the holders of the private notes as promptly as practicable.

These conditions are for our sole benefit, and we may assert them or amendment.waive them in whole or in part at any time or at various times in our sole discretion. If we fail at any time to exercise any of these rights, this failure will not mean that we have waived our rights. Each such right will be deemed an ongoing right that we may assert at any time or at various times.

In addition, we will not accept for exchange any private notes tendered, and will not issue exchange notes in exchange for any such private notes, if at such time any stop order has been threatened or is in effect with respect to the exchange offer registration statement of which this prospectus constitutes a part or the qualification of the indenture governing the exchange notes under the Trust Indenture Act of 1939.

Procedures for Tendering

ToIn order to participate in the exchange offer, you must properly tender your 2010private notes to the exchange agent as described below. We will only issue exchange notes in exchange for 2010 notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the 2010 notes, and you should follow carefully the instructions on how to tender your 2010 notes. It is your responsibility to properly tender your 2010private notes. We have the right to waive any defects. However, we are not required to waive defects and neither we, nor the exchange agent isare not required to notify you of defects in your tender.

The method of delivery of 2010 notes and the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Instead of delivery by mail, we recommend that you use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. You should not send the letter of transmittal or 2010 notes to us. You may request your broker, dealer, commercial bank, trust company, or nominee to effect the transactions for you.

If you have any questions or need help in exchanging your 2010private notes, please contactcall the exchange agent, at thewhose address or telephoneand phone number described below.

Book Entry Interestsare set forth in “Prospectus Summary—The Exchange Offer—Exchange Agent.”

All of the 2010private notes were issued in book-entry form, and all of the 2010private notes are currently represented by global certificates registered inheld for the name of Cede & Co., the nomineeaccount of DTC. We have confirmed with DTC that the 2010private notes may be tendered using ATOP.the ATOP instituted by DTC. The exchange agent will establish an account with DTC for purposes of the exchange offer promptly after the commencement of the exchange offer and DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer their 2010private notes to the exchange agent using the ATOP procedures. In connection with the transfer, DTC will send an “agent’s message” to the exchange agent. The agent’s message will be deemed to state that DTC has received instructions from the participant to tender 2010such private notes and that the participant agrees to be bound by the terms of the letter of transmittal.

By using the ATOP procedures to exchange 2010private notes, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms just as if you had signed it.

Procedures Applicable to All Holders

If you tender an original note and you do not withdraw the tender prior to the expiration date, you will have made an agreement with us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

If your 2010 notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your 2010 notes, either make appropriate arrangements to register ownershipThere is no procedure for guaranteed late delivery of the 2010 notes in your name or obtain a properly completed bond power fromprivate notes.

Determinations Under the registered holder. The transfer of registered ownership may take considerable time.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible institution unless:

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by a financial institution, which includes most banks, savings and loan associations and brokerage houses, that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchanges Medallion Program.

If the letter of transmittal is signed by a person other than you, your 2010 notes must be endorsed or accompanied by a properly completed bond power and signed by you as your name appears on those 2010 notes.

If the letter of transmittal or any 2010 notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should so indicate when signing. Unless we waive this requirement, in this instance you must submit with the letter of transmittal proper evidence satisfactory to us of their authority to act on your behalf.Offer

We will determine in our sole discretion all questions regardingas to the validity, form, eligibility, including time of receipt, acceptance of tendered private notes and withdrawal of tendered 2010private notes. ThisOur determination will be final and binding. We reserve the absolute right to reject any and all 2010private notes not properly tendered or any 2010private notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular 2010private notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

You must cure any Unless waived, all defects or irregularities in connection with tenders of your 2010private notes must be cured within thesuch time periodas we will determine unless we waive that defect or irregularity.shall determine. Although we intend to notify youholders of defects or irregularities

with respect to your tendertenders of 2010private notes, neither we, the exchange agent nor any other person will incur any liability for failure to give thissuch notification. Your tenderTenders of private notes will not be deemed tomade until such defects or irregularities have been madecured or waived. Any private notes received by the exchange agent that are not properly tendered and your notesas to which the defects or irregularities have not been cured or waived will be returned to you if:

The exchange agent will return your 2010 notes,the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicablepromptly following the expiration date of the exchange offer.

In addition, we reserve the right in our sole discretion to:

The terms of any of these purchases or offers could differ from the terms of the exchange offer.

By tendering, you will represent to us that, among other things:

In all cases, issuance of exchange notes for 2010 notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of certificates for your 2010 notes, a timely book-entry confirmation of your 2010 notes into the exchange agent’s account at DTC, a properly completed and duly executed letter of transmittal, or a computer-generated message instead of the letter of transmittal, and all other required documents. If any tendered 2010 notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if 2010 notes are submitted for a greater principal amount than you desire to exchange, the unaccepted or non-exchanged 2010 notes, or 2010 notes in substitution therefor, will be returned without expense to you. In addition, in the case of 2010 notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described below, the non-exchanged 2010 notes will be credited to your account maintained with DTC promptly after the expiration or termination of the exchange offer.

Book-Entry Transfer

The exchange agent will establish an account with respect to the book-entry interests at DTC for purposes of the exchange offer promptly after the date of this prospectus. You must deliver your book-entry interest by book-entry transfer to the account maintained by the exchange agent at DTC for the exchange offer. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of book-entry interests by causing DTC to transfer the book-entry interests into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.

If one of the following situations occur:

then you must tender your book-entry interests according to the guaranteed delivery procedures discussed above.

When We Will Issue Exchange Notes.Notes

In all cases, we will issue exchange notes for 2010private notes that we have accepted for exchange under the exchange offer only after the exchange agent receives, prior to 8:00 a.m., New York City time, on the expiration date:timely receives:

Return of OutstandingPrivate Notes Not Accepted or Exchanged. Exchanged

If we do not accept any tendered 2010private notes for exchange or if private notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged 2010private notes will be returned without expense to their tendering holder. Such non-exchanged 2010private notes will be credited to an account maintained with DTC. These actions will occur as promptly as practicable after the expiration or termination of the exchange offer.

Participating broker-dealers. EachYour Representations to Us

By agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

Withdrawal of Tenders

Tenders of 2010 notesExcept as otherwise provided in this prospectus, you may be withdrawnwithdraw your tender at any time prior to 8:5:00 a.m.p.m., New York City time, on the expiration date.

For a withdrawal to be effective you must comply with the appropriate procedures of DTC’s ATOP procedures.system. Any notice of withdrawal must specify the name and number of the account at DTC to be credited with withdrawn 2010private notes and otherwise comply with the ATOP procedures.procedures of DTC.

We will determine all questions as to the validity, form, eligibility and time of receipt of a notice of withdrawal. Our determination shall be final and binding on all parties. We will deem any 2010private notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

Any 2010private notes that have been tendered for exchange but that are not exchanged for any reason will be credited to an account maintained with DTC for the 2010private notes. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender expiration or termination of the exchange offer. You may retenderre-tender properly withdrawn 2010private notes by following the procedures described under “—Procedures for Tendering” above at any time on or prior to 8:5:00 a.m.p.m., New York City time, on the expiration datedate.

Fees and Expenses

We will bear the expenses of the exchange offer.soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitation by facsimile, telephone, electronic mail or in person by our officers and regular employees and those of our affiliates.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any 2010 notes and may terminate or amend the exchange offer if at any time before the expiration of the exchange offer, we determine:

These conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to them, subject to applicable law. We also may waive in whole or in part at any time and from time to time any particular condition in our sole discretion. If we waive a condition, we may be required, in order to comply with applicable securities laws, to extend the expiration date of the exchange offer. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of these rights and these rights will be deemed ongoing rights which may be asserted at any time (in the case of any condition involving governmental approvals necessary to the consummation of the exchange offer) and from time to time prior to the time of expiration (in the case of all other conditions).

In addition, we will not accept for exchange any 2010 notes tendered, and no exchange notes will be issued in exchange for any of those 2010 notes, if at the time the notes are tendered any stop order is threatened by the SEC or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

The exchange offer is not conditioned on any minimum principal amount of 2010 notes being tendered for exchange.

Effect of Not Tendering

Holders of 2010 notes who do not exchange their 2010 notes for exchange notes in the exchange offer will remain subject to the restrictions on transfer of such 2010 notes:

Exchange Agent

All executed letters of transmittal should be directed to the exchange agent. Wells Fargo Bank, N.A. has been appointed as exchange agent for the exchange offer. Questions, requests for assistanceoffer and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

Fees and Expenses

We will not make any payments to brokers, dealersbroker-dealers or others soliciting acceptances of the exchange offer. The estimatedWe will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

We will pay the cash expenses to be incurred in connection with the exchange offer will be paid by usoffer. They include:

Transfer Taxes

We currently estimate thatwill pay all transfer taxes, if any, applicable to the aggregate costsexchange of private notes under the exchange offer. The tendering holder, however, will be approximately $125,000.

Transfer Taxes

Holders who tender their 2010 notes for exchange notes will not be obligatedrequired to pay any transfer taxes, in connection with that tenderwhether imposed on the registered holder or any other person, if a transfer tax is imposed for any reason other than the exchange except that holders who instruct usof private notes under the exchange offer.

Consequences of Failure to Exchange

If you do not exchange your private notes for exchange notes under the exchange offer, you will remain subject to the existing restrictions on transfer of the private notes. In general, you may not offer or sell the private notes unless the offer or sale is either registered under the Securities Act or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the private notes under the Securities Act.

Accounting Treatment

We will record the exchange notes in our accounting records at the namesame carrying value as the private notes. This carrying value is the aggregate principal amount of the private notes plus or request that 2010 notes not tenderedminus any bond premium or not accepteddiscount, as reflected in our accounting records on the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the paymentdate of any applicable transfer tax on those 2010 notes.

Appraisal Rights

You will not have dissenters’ rights or appraisal rights in connection with the exchange offer.

Accounting Treatment

Weexchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation ofin connection with the exchange offer. We will amortize the expense of

Other

Participation in the exchange offer overis voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the term offuture seek to acquire untendered private notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any private notes that are not tendered in the exchange notes under accounting principles generally accepted in the United Statesoffer or to file a registration statement to permit resales of America.any untendered private notes.

Participating Broker-Dealers

Each broker-dealer that receives exchange notes for its own account in exchange for 2010 notes, where such 2010 notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

USE OF PROCEEDS

ThisWe will not receive any cash proceeds from the exchange offer. The exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. In exchange for each of the exchange notes, we will receive 2010 notes in like principal amount. We will retire or cancel all of the 2010outstanding private notes tendered in the exchange offer. Accordingly, the issuance of the exchange notes will not result in any changeincrease in our capitalization.outstanding indebtedness or in the obligations of the guarantors of the notes.

CAPITALIZATION

The following table sets forth the unaudited cash and cash equivalents and unaudited consolidated capitalization of Susser Holdings Corporation as of April 4, 2010 on a historical basis and on an as adjusted basis to reflect this exchange offer, the issuance of the 2010 notes, the application of the estimated net proceeds therefrom and the amendment and restatement of our credit facility executed in connection therewith. This information should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and the consolidated financial statements and related notes included in the Form 10-K and Form 10-Q. See “Incorporation of Documents by Reference.”

RATIO OF EARNINGS TO FIXED CHARGES OF SUNOCO LP

Our ratioOn October 1, 2014, we acquired 100% of the membership interests of MACS. On April 1, 2015, we acquired a 31.58% membership interest and a 50.1% voting interest in Sunoco LLC. On July 31, 2015, we acquired 100% of the issued and outstanding shares of capital stock of Susser Holdings Corporation (“Susser”). Finally, on March 31, 2016, we acquired the remaining 68.42% membership interest and 49.9% voting interest in Sunoco LLC as well as 100% of the issued and outstanding membership interest in Sunoco Retail. Results of operations for the MACS, Sunoco LLC, Susser and Sunoco Retail acquisitions have been deemed transactions between entities under common control, and accordingly, have been included in our consolidated results of operations since September 1, 2014, the date of common control.

The following table set forth our ratios of earnings to fixed charges for each of the fiscal years ended 2006 through 2009 and for the three months ended April 4, 2010 was as follows:periods presented:

The ratio of earnings to fixed charges is computed by dividing fixed charges of Susser Holdings Corporation and its consolidated subsidiaries into earnings before income taxes, adjusting for minority interest in consolidated subsidiary, discontinued operations and cumulative effect of changes in accounting plus fixed charges and amortization of capitalized interest, less capitalized interest. Fixed charges include interest expense, which includes amortization of debt offering costs and capitalized interest. Earnings for the years ended January 1, 2006 and December 31, 2006 and the three months ended April 4, 2010 were inadequate to cover fixed charges by a deficiency of $20.8 million, $4.4 million and $8.0 million, respectively. Included in the fiscal 2005 results is $17.3 million of compensation expense recognized for options redeemed related to the December 2005 recapitalization.

DESCRIPTION OF THE EXCHANGE NOTES

You can find the definitions of certain terms used in this description under the subheading “Certain“—Certain Definitions.” In this description,

The following description is a summary of the material provisions of the indenture dated May 7, 2010, among the Company, each of the Guarantors and Wells Fargo Bank, N.A., as trustee (the “indenture”) and the registration rights agreement.Indenture. It does not restate those agreementsthe Indenture in theirits entirety. The IssuersWe urge you to read the indenture and the registration rights agreementIndenture because they,it, and not this description, definedefines your rights as holders of the notes. Copies of the indenture and the registration rights agreementIndenture are available as set forth below under “—Additional Information.” Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the indenture.Indenture.

The registered holder of a note will be treated as theits owner of it for all purposes. Only registered holders will have rights under the indenture.

Brief DescriptionIndenture. Unless the context otherwise requires for all purposes of the NotesIndenture, and for this “Description of the Note GuaranteesExchange Notes,” all references to the “notes” include the private notes, the exchange notes and any additional notes actually issued under the Indenture.

General

The Notes

The notes:

The notes, however, are effectively subordinated to all secured Indebtedness under the Credit Agreement and Sunoco LP’s $1.4 billion term loan (the “Term Loan”), which are secured by substantially all of the Issuers’assets of Sunoco LP and the Guarantors, to the extent of the value of the collateral securing that Indebtedness. The notes will also be structurally subordinated to any Indebtedness of our Subsidiaries that do not guarantee the notes. See “Risk Factors—Risks Relating to Our Indebtedness and the Notes—The notes and the guarantees will be unsecured and effectively subordinated to our and the guarantors’ existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness (including any Indebtedness outstanding under the Credit Agreement);

After giving effecteffectively subordinated to the issuanceall secured Indebtedness of the 2010 notes, the useGuarantors, including their guarantees of the net proceeds therefrom and the amendment and restatement of the Company’s credit facility, as of April 4, 2010, the Issuers and their Subsidiaries would have had outstanding total Indebtedness of approximately $453.2 million, excluding $4.9 million of original issue discount, $18.2 million of which would have been secured Indebtedness under the Credit Agreement and the abilityTerm Loan, to borrow approximately an additional $89.6 million under the Credit Agreement (netextent of $12.2 million in outstanding lettersthe value of credit). The Issuers expect that borrowings under the Credit Agreement will fluctuate on an intramonthly basis. The indenture will permitcollateral securing those guarantees.

All of Sunoco LP’s current significant Subsidiaries, with the Issuers to incur additional Indebtedness, including senior Indebtedness.

The Note Guarantees

exception of Finance Corp., guarantee the notes. The notes are jointly and severallywill also be guaranteed by Susser Holdings Corporation, Holdings,any of Sunoco LP’s future Domestic Subsidiaries that incurs Indebtedness under a Credit Facility and each of the Company’s existing and future domestic subsidiaries other than Susser Company, Ltd. (“SCL”) and thoseby any Restricted Subsidiaries of the Company that are Non-Operating Subsidiaries.

Each guarantee of the notes:

AsAll of the Issue Date, each of the Company’s subsidiaries becameour Subsidiaries are “Restricted Subsidiaries.” However, underUnder the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” the Company will behowever, we are permitted to create and designate certain of itsour existing and future Subsidiaries as “Unrestricted Subsidiaries.” SuchOur Unrestricted Subsidiaries willare not be subject to many of the restrictive covenants in the indenture and willIndenture. Our Unrestricted Subsidiaries do not guarantee the notes.

Principal, Maturity and Interest

The Issuers issued $425.0will issue $600 million in aggregate principal amount of the exchange notes in the 2010 offering.exchange offer. The Issuers may issue additional notes under the indentureIndenture from time to time.time after this offering. Any issuance of additional notes is subject to compliance with all of the covenants in the indenture,Indenture, including the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.Disqualified Equity.” The exchange notes and any additional notes subsequently issued under the indentureIndenture will be treated as a single class for all purposes under the indenture,Indenture, including without limitation, waivers, amendments, redemptions and offers to purchase. The Issuers have issued the notes in denominations of $2,000 and integral multiples of $1,000.$1,000 in excess thereof. The notes will mature on May 15, 2016.August 1, 2020.

Interest on the notes accrueswill accrue at the rate of 8.50%5.500% per annum and iswill be payable semi-annually in arrears on May 15February 1 and November 15, commencingAugust 1 of each year. Interest on November 15, 2010.overdue principal and interest accrues at the interest rate on the notes. The Issuers will make each interest payment on the notes to the holders of record on theJanuary 15 and July 15 immediately preceding May 1 and November 1. each payment date. Additional interest will accrue as liquidated damages in certain circumstances described in the registration rights agreement. All references in this “Description of the Exchange Notes” include any such additional interest to the extent payable.

Interest will beon the notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

Interest on global notes will be paid in accordance with the procedures of the applicable depositary. If a holder of $5.0 million or more in principal amount of notes held in certificated form has given wire transfer instructions to Sunoco LP, to an account in the Company,United States, the Issuers will pay all principal of, and interest and premium, and Liquidated Damages, if any, on, that holder’s notes in accordance with those instructions. All other payments on thecertificated notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless the Issuers elect to make interest payments by check mailed to the holders of notes at their addressaddresses set forth in the register of holders.

Paying Agent and Registrar for the Notes

The trustee will initially actacts as paying agent and registrar. The Issuers may change the paying agent or registrar without prior notice to the holders of the notes, and the CompanySunoco LP, Finance Corp. or any of itsSunoco LP’s other Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the provisions of the indenture.Indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. HoldersNo service charge will be imposed by the Issuers or the trustee or registrar for any transfer or exchange of notes, except that holders will be required to pay all taxes due on transfer (other than transfer taxes in connection with a tender of the 2010 notes for the exchange notes).transfer. The Issuers will not be required to transfer or exchange any note selected for redemption. Also, the Issuers will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Note Guarantees

The notes are guaranteed by Holdings, Susser Holdings Corporation and each of Sunoco LP’s current significant Subsidiaries, with the Company’s existing andexception of Finance Corp. The notes may also be guaranteed by certain of Sunoco LP’s future domestic restricted subsidiaries, except SCL and Non-Operating Subsidiaries.

TheRestricted Subsidiaries under the circumstances described under “—Certain Covenants—Additional Guarantees.” These Note Guarantees are joint and several obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee are limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. However, in a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees. See “Risk Factors—Risks RelatedRelating to Our Indebtedness and the Exchange Notes—Federal and state statutes could allow courts, under specific circumstances, to void the subsidiary guarantees subordinate claims in respect of the notes and require note holdersnoteholders to return payments received from subsidiary guarantors.”

A Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the CompanyIssuers or another Guarantor, unless:

The Note Guarantee of a Guarantor will be released:

See “—Repurchase at the Option of Holders—Asset Sales.”

Optional Redemption

Except pursuant to this section relating to optional redemption, or as described below in the last paragraph under “—Repurchase at the Option of Holders—Change of Control,” the notes are not redeemable at the Issuers’ option.

At any time prior to May 15, 2013,August 1, 2017, the Issuers may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the notes issued under the indentureIndenture at a redemption price of 108.500% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of a Public Equity Offering of the Company or a contribution to the Company’s or a Restricted Subsidiary’s common equity capital made with the net cash proceeds of a Public Equity Offering of any other direct or indirect parent of the Company;provided that:

The notes may be redeemed, in whole or in part, at any time prior to May 15, 2013 at the option of the Issuers upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100%105.500% of the principal amount of the notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, and Liquidated Damages, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more Equity Offerings,provided that:

On and after August 1, 2017, the Issuers may, on one or more occasions, redeem all or a part of the notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the notes redeemed to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevantan interest payment date).

Except pursuantdate that is on or prior to the preceding paragraphs,redemption date), if redeemed during the notes will not be redeemable attwelve-month period beginning on August 1 of the Issuers’ option prioryears indicated below:

Prior to May 15, 2013.

On or after May 15, 2013,August 1, 2017, the Issuers may, on one or more occasions, redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice,at a redemption price equal to the sum of the principal amount thereof, plus the Applicable Premium at the redemption prices (expressed as percentages of principal amount) set forth belowdate, plus accrued and unpaid interest, and Liquidated Damages, if any, onto, but excluding, the notes redeemed,redemption date (subject to the applicable redemption date, if redeemed during the twelve month period beginning on May 15 of the years indicated below, subject to the rightsright of holders of notesrecord on the relevant record date to receive interest due on an interest payment date that is on or prior to the applicable redemption date:date).

Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

Mandatory Redemption

The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of notes will have the right to require the Issuers to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in the indenture. In the Change of Control Offer, the Issuers will offer a payment (a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of notes repurchasedplus accrued and unpaid interest and Liquidated Damages, if any, on the notes repurchased, to the date of purchase (the “Change of Control Payment Date”), subject to the rights of holders of notes on the relevant record date to receive interest due on an interest payment date that is prior to the purchase date. Within 30 days following any Change of Control, the Company will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.

On the Change of Control Payment Date, the Issuers will, to the extent lawful:

The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that the Issuers repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

The Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third-party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuers and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Issuers and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Issuers to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

A Change of Control Offer may be made in advance of a Change of Control, conditioned upon consummation of the Change of Control, if a definitive agreement is in effect at the time of making such Change of Control Offer that, when consummated in accordance with its terms, will result in a Change of Control.

In addition, under a recent Delaware Chancery Court interpreting a change of control repurchase requirement with a continuing director provision (such as that included in our definition of “Change of Control”), a board of directors may approve a slate of shareholder nominated directors without endorsing them or while simultaneously recommending and endorsing its own slate instead. The foregoing interpretation would permit our board to approve a slate of directors that included a majority of dissident directors nominated pursuant to a proxy contest, and the ultimate election of such dissident slate would not constitute a “Change of Control” that would trigger a Holder’s right to require the Issuers to make a Change of Control Offer as described above.

Asset Sales

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may at its option:

(2)

apply such Net Proceeds to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company (or enter into a definitive agreement with respect thereto that is consummated within 545 days after the receipt of any such Net Proceeds);

Pending the final application of any Net Proceeds, the Issuers or a Restricted Subsidiary may temporarily reduce revolving credit borrowings or temporarily invest the Net Proceeds in cash or Cash Equivalents.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.” The Issuers will make an offer (an “Asset Sale Offer”) to all holders of notes and all holders of other Indebtedness that ispari passu with the notes containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of Asset Sales to purchase the maximum principal amount of notes and such other Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash and the offer or redemption price for such otherpari passu Indebtedness shall be as set forth in the related documentation governing such Indebtedness. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuers may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes tendered into such Asset Sale Offer and otherpari passu Indebtedness tendered exceeds the amount of Excess Proceeds, the trustee will select the notes and the Company or such other applicable party shall select such otherpari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Notwithstanding the foregoing provisions of this covenant, the Issuers will not be required to make an Asset Sale Offer in accordance with this covenant until the aggregate amount of Excess Proceeds exceeds $10.0 million.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.

The agreements governing the Issuers’ other Indebtedness, including the Credit Agreements contain, and future agreements, including any Credit Facility, may contain, prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale and including repurchases of or other prepayments in respect of the notes. The exercise by the holders of notes of their right to require the Issuers to repurchase the notes upon a Change of Control or an Asset Sale could cause a default under the Credit Agreement or these other agreements, even if the Change of Control or Asset Sale itself does not, due to the financial effect of such repurchases on the Issuers. In the event a Change of Control or Asset Sale occurs at a time when the Issuers are prohibited from purchasing notes, the Issuers could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuers do not obtain a consent or repay those borrowings, the Issuers will remain prohibited from purchasing notes. In that case, the Issuers’ failure to purchase tendered notes would constitute an Event of Default under the indenture which could, in turn, constitute a default under the Credit Agreement or the other Indebtedness. Finally, the Issuers’ ability to pay cash to the holders of notes upon a repurchase may be limited by the Issuers’ then existing financial resources. See “Risk Factors—Risks Related to the Exchange Notes—We may not have the funds to purchase the notes upon the change of control offer as required by the indenture governing the notes.”

Selection and Notice

If less than all of the notes areis to be redeemed at any time, the trustee will select the applicable notes for redemption as follows:

(1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

(2) if the notes are not listed on any national securities exchange, on apro rata basis, by lot or by such method as the trustee deems fair, appropriate and practicable.

No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mailsent at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailedsent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices ofIndenture. Any such redemption may, notat Sunoco LP’s discretion, be conditional unless the redemption is conditional upon the occurrence of a subsequent event.subject to one or more conditions precedent.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.

Certain Covenants

Restricted PaymentsMandatory Redemption

The CompanyIssuers are not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, Sunoco LP will make an offer to each holder of notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, Sunoco LP will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest on such notes repurchased to, but excluding, the date of purchase (the “Change of Control Payment Date”), subject to the rights of holders of notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control, Sunoco LP will send a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase the notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by the Indenture and described in such notice. In making the Change of Control Offer, Sunoco LP will comply with all applicable requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of the Indenture, Sunoco LP will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the “Change of Control” provisions of the Indenture by virtue of such compliance.

Promptly following the expiration of the Change of Control Offer, Sunoco LP will, to the extent lawful, accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer. Promptly thereafter on the Change of Control Payment Date, Sunoco LP will:

The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes (or, to the extent the notes are in global form, make such payment through the facilities of DTC), and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered;provided, that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Sunoco LP will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

These provisions relating to a Change of Control Offer will be applicable whether or not any other provisions of the Indenture are applicable. Except with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of notes to require that either of the Issuers repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

Sunoco LP will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by Sunoco LP and purchases all notes properly tendered and not withdrawn under the Change of Control Offer; (2) notice of redemption with respect to all outstanding notes has been given pursuant to the Indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price; or (3) in connection with, or in contemplation of, any publicly announced Change of Control, Sunoco LP has made an offer to purchase (an “Alternate Offer”) any and all notes properly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all notes properly tendered in accordance with the terms of such Alternate Offer. Notwithstanding anything to the contrary contained in the Indenture, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Sunoco LP and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require Sunoco LP to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Sunoco LP and its Subsidiaries taken as a whole to another Person or group may be uncertain.

In the event that holders of not less than 90% of the aggregate principal amount of the notes accept a Change of Control Offer or Alternate Offer and Sunoco LP purchases all of such notes held by such holders, Sunoco LP will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all of the notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest thereon to, but excluding,

the redemption date (subject to the right of the holders of such notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

The agreements governing Sunoco LP’s other Indebtedness contain, and future agreements governing Sunoco LP’s Indebtedness may contain, prohibitions of certain events, including events that would constitute a Change of Control and including repurchases of or other prepayments in respect of the notes. The exercise by the holders of notes of their right to require Sunoco LP to repurchase the notes upon a Change of Control could cause a default under these other agreements, even if the Change of Control itself does not, due to the financial effect of such repurchases on Sunoco LP or other circumstances. If a Change of Control occurs at a time when Sunoco LP is prohibited from purchasing notes, Sunoco LP could seek the consent of the lenders or counterparties under those agreements or could attempt to repay or refinance such borrowings. If Sunoco LP does not obtain an appropriate consent or repay those borrowings, Sunoco LP will remain prohibited from purchasing notes. In that case, Sunoco LP’s failure to purchase tendered notes would constitute an Event of Default under the Indenture which could, in all likelihood, constitute a default under the other indebtedness. Finally, Sunoco LP’s ability to pay cash to the holders of notes upon a repurchase may be limited by Sunoco LP’s then existing financial resources. See “Risk Factors—Risks Relating to Our Indebtedness and the Notes—We may not have the funds necessary to finance the repurchase of the notes in connection with a change of control offer required by the indenture.”

Asset Sales

Sunoco LP will not consummate, and will not permit any of its Restricted Subsidiaries to consummate, an Asset Sale unless:

Within 365 days after the receipt of any Net Proceeds from an Asset Sale (or within 180 days after such 365-day period in the event Sunoco LP or any Restricted Subsidiary enters into a binding commitment with respect to such application), Sunoco LP (or any Restricted Subsidiary) may apply an amount equal to such Net Proceeds:

Pending the final application of any Net Proceeds, Sunoco LP or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $30.0 million, within five business days thereof, Sunoco LP will make an offer (an “Asset Sale Offer”) to all holders of notes and all holders of other Indebtedness that ispari passu with the notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such otherpari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the notes plus accrued and unpaid interest to, but excluding, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the purchase date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Sunoco LP may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of notes and otherpari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, then notes and such otherpari passu Indebtedness will be purchased on a pro rata basis (except that any notes represented by a note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the trustee, a method that most nearly approximates pro rata selection as the trustee deems fair and appropriate unless otherwise required by law). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

In making an Asset Sale Offer, Sunoco LP will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations. To the extent that the provisions of any securities laws or regulations conflict with the “Asset Sales” provisions of the Indenture, Sunoco LP will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the “Asset Sales” provisions of the Indenture by virtue of such compliance.

Certain Covenants

Termination of Covenants

If at any time following the date of the Indenture, the notes achieve an Investment Grade Rating and no Default or Event of Default has occurred and is then continuing under the Indenture, Sunoco LP and its Restricted Subsidiaries will no longer be subject to the following provisions of the Indenture (“Termination Event”):

There can be no assurance that the notes will ever achieve or maintain an Investment Grade Rating. Following a Termination Event, the foregoing covenants will continue to be terminated even if the Notes fall below Investment Grade Rating and a Default or Event of Default has occurred and is then continuing under the Indenture.

Restricted Payments

Sunoco LP will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or a Restricted Subsidiary of the Company)

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company held by Persons other than Restricted Subsidiaries;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries), except (x) a payment of interest or principal at the Stated Maturity thereof; or (y) a payment, purchase, redemption, defeasance or other acquisition or retirement for value of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of payment, purchase, redemption, defeasance, acquisition or retirement; or

(4) make any Restricted Investment (all(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(i)Payment, no Default (except a Reporting Default) or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(ii) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; andeither:

(iii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8) and (9) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a) 50% of (i) the Consolidated Net Income of the Company for the period (taken as one accounting period) from the Company’s last completed fiscal quarter preceding the Issue Date to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit) and (ii) any dividends received by the Company or a Wholly Owned Restricted Subsidiary of the Company that is a Guarantor after the Issue Date from an Unrestricted Subsidiary of the Company, to the extent that such dividends were not otherwise included in Consolidated Net Income of the Company for such period;plus

(b) 100% of the aggregate net cash proceeds and the Fair Market Value of assets received by the Company since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company);provided, that any such proceeds applied pursuant to clause (17) of the definition of “Permitted Investments” shall be excluded from this clause (iii)(b);plus

(c) to the extent that any Unrestricted Subsidiary designated as such after the Issue Date (i) is redesignated as a Restricted Subsidiary, (ii) is merged or consolidated into the Company or any of its Restricted Subsidiaries or (iii) transfers all or substantially all of its assets to the Company or any of its Restricted Subsidiaries after the Issue Date, the Fair Market Value of (x) in the case of clause (i) or (ii) above, the Company’s Investment in such Subsidiary as of the date of such redesignation, merger or consolidation and (y) in the case of clause (iii) above, such assets; plus

(d) to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated, repaid, repurchased or redeemed for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any), and (ii) the initial amount of such Restricted Investment.

Notwithstanding the foregoing, so long as no Default has occurred and is continuing or would be caused thereby (other than in respect of clauses (1), (3), (6), (8), (9) and (10)),

The preceding provisions will not prohibit:

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;

(2) the making of any Restricted Payment in exchange for Equity Interests of the Company (other than Disqualified Stock) or out of the net cash proceeds received by the Company from the substantially contemporaneous sale (other than to a Subsidiary of the Company) of Equity Interests of the Company (other than Disqualified Stock) or from the substantially contemporaneous contribution of common equity capital to the Company;provided that the amount of any such net cash proceeds will be excluded from and not duplicated with clause (iii)(b) of the preceding paragraph;

(2)

the redemption, repurchase, retirement, defeasance or other acquisition of subordinated Indebtedness of Sunoco LP or any Guarantor or of any Equity Interests of Sunoco LP in exchange for, or out of the net cash proceeds of, a substantially concurrent (a) capital contribution to Sunoco LP from any Person (other than a Restricted Subsidiary of Sunoco LP) or (b) sale (other than to a Restricted Subsidiary of Sunoco LP) of Equity Interests of Sunoco LP, with a sale being deemed substantially concurrent if such redemption, repurchase, retirement, defeasance or other acquisition occurs not more than 120 days after such sale;provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded or deducted from the calculation of Available Cash from Operating Surplus and Incremental Funds;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on apro rata basis taking into account the relative preferences, if any, of the various classes of Equity Interests in such Restricted Subsidiaries;

(5) the repurchase, redemption or other acquisition or retirement for value of, or dividends or distributions to Holdings to allow Holdings to repurchase, redeem or acquire, any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current, former or future officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement, employment agreement, severance agreement or similar agreement;provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests pursuant to this clause (5) may not exceed $2.5 million in any twelve month periodplus the aggregate net cash proceeds received by the Company after the Issue Date from the issuance of such Equity Interests to, or the exercise of options to purchase such Equity Interests by, any current, former or future director, partner, officer or employee of the Company or any Restricted Subsidiary (provided that the amount of such net cash proceeds received by the Company and utilized pursuant to this clause (5) for any such repurchase, redemption, acquisition or retirement will be excluded from clause (iii)(b) of the preceding paragraph); andprovided,further, that amounts available pursuant to this clause (5) to be utilized for Restricted Payments during any twelve month period may be carried forward and utilized in the next succeeding twelve month periods).

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent (i) a portion of the exercise price of those stock options, or (ii) withholding incurred in connection with such exercise;

(7) the payment of any dividend to holders of any class or series of Disqualified Stock of the Company or preferred stock of its Restricted Subsidiaries issued in accordance with the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” to the extent such dividends are included in the calculation of Fixed Charges and excluded from the calculation of Net Income for all purposes;

(8) any repricing or issuance of employee stock options outstanding on the Issue Date or the payment of bonuses pursuant to such arrangements as in effect as of the Issue Date;

(9) Permitted Holdings Payments; or

(10) the repurchase, redemption or other acquisition or retirement for value of any Indebtedness that is contractually subordinated to the notes or any Note Guarantee pursuant to provisions similar to those described under the captions “Repurchase at the Option of Holders—Change of Control” and “Repurchase at the Option of Holders—Asset Sales”;provided that all notes tendered by holders of the notes in connection with the related Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value; and

(11) other Restricted Payments in an aggregate amount not to exceed $10.0 million since the Issue Date.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the CompanySunoco LP or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined, in the case of amounts $50.0 million or more, by the Board of Directors of the CompanyGeneral Partner, whose resolution with respect thereto willshall be delivered to the trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an Independent Financial Advisor ifFor the Fair Market Value exceeds $15.0 million.

For purposes of determining compliance with this “Restricted Payments” covenant, if a Restricted Payment meets the criteria of more than one of the exceptionscategories of Restricted Payments described in the preceding clauses (1) through —(11) above, Sunoco LP will be permitted to classify (or reclassify in whole or is entitled to be made according to the first paragraph of this covenant, the Company may,in part in its sole discretion, classify thediscretion) such Restricted Payment in any manner that complies with this covenant.

Incurrence of Indebtedness and Issuance of Preferred StockDisqualified Equity

The CompanySunoco LP will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the CompanySunoco LP will not, issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to, issue any shares of preferred stock;Disqualified Equity;provided,however, that the CompanySunoco LP and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock,and Sunoco LP and the Company’s Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue preferred stock,Disqualified Equity, if the Fixed Charge Coverage Ratio for the Company’sSunoco LP’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stockEquity is issued, as the case may be, would have been at least 2.0 to 11.0, determined on apro forma basis (including apro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stockEquity had been issued, as the case may be, at the beginning of such four-quarter period;provided,further, that the amount of Indebtedness (including Acquired Debt) that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors of the notes shall not exceed $10.0 million at any one time outstanding.period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by the Company and any Guarantor of Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greater of (x) 85% of accounts receivable plus 60% of inventory and (y) $160.0 million;

(2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by the notes and the related Note Guarantees to be issued on the Issue Date and the exchange notes and the related Note Guarantees to be issued pursuant to the registration rights agreement;

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, Attributable Debt, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing, whether or not incurred at the time of such cost or acquisition, all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment or intellectual property rights used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (x) 8.0% of Consolidated Net Tangible Assets and (y) $35.0 million at any time outstanding;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant or clauses (2), (3), (4), (5), (14) or (15) of this paragraph;

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries;provided,however, that:

(a) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and

(b)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company; will be deemed,Disqualified Equity described in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);(11) below:

(7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock;provided,however, that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Subsidiary of the Company;

such incurrence the aggregate principal amount of all Indebtedness incurred pursuant to this clause (4) and then outstanding does not exceed the greater of (a) $45.0 million and (b) 3.5% of Sunoco LP’s Consolidated Net Tangible Assets;

(b) any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company;

will be deemed, in each case, to constitute an issuance of such preferred stockDisqualified Equity by such Restricted Subsidiary that was not permitted by this clause (7)(11);

(8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations;

(9) the Guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant;provided that if the Indebtedness being guaranteed is subordinated to orpari passu with the notes, then the guarantee shall be subordinated orpari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10) the Guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of customers for check cashing and short term lending products in the ordinary course of business consistent with past practices;

(11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds or similar types of obligations in the ordinary course of business;

(12) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days of being incurred;

(13) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

(14) Acquired Debt;provided that, after giving pro forma effect to the transactions that result in the incurrence of such Acquired Debt the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant; and

(15) the incurrence by the Company or any Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (15), not to exceed $40.0 million.

The CompanySunoco LP will not incur, and will not permit Finance Corp. or any of its Restricted SubsidiariesGuarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the CompanySunoco LP, Finance Corp. or such Restricted SubsidiaryGuarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Note Guarantee of such Restricted Subsidiary on substantially identical terms. The indentureterms;provided,however, that no Indebtedness of a Person will not treat Indebtedness asbe deemed to be contractually subordinated or juniorin right of payment to any other Indebtedness merely because it hasof such Person solely by virtue of being unsecured or by virtue of being secured on a first or junior priority with respect to the same collateral.Lien basis.

For purposes of determining compliance with this “Incurrence“—Incurrence of Indebtedness and Issuance of Preferred Stock”Disqualified Equity” covenant, in the event thatif an item of proposed Indebtedness Disqualified Stock or preferred stock (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (15)(13) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the CompanySunoco LP will be permitted in its sole discretion, to classify such item of Indebtedness Disqualified Stock or preferred stock (or any portion thereof) on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, Disqualified Stock or preferred stock in any manner that complies with this covenant. Indebtedness under the Credit AgreementFacilities outstanding on the date on which notes are first issued and authenticated under the indentureIndenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) above. Except as set forth above, at the time of incurrence, the Company will be entitled to divide and classify an item of Indebtedness in more than one of the typesdefinition of Indebtedness described in the first and second paragraphs above in any manner that complies with this covenant.Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified StockEquity in the form of additional shares of the same class of Disqualified StockEquity will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified StockEquity for purposes of this covenant;provided,however, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the CompanySunoco LP as accrued. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the CompanySunoco LP or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:Liens

Liens

The CompanySunoco LP will not and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or sufferotherwise cause to exist or become effective any Lien of any kind (except(other than Permitted Liens) onsecuring Indebtedness (including any assetAttributable Debt) upon any of their property or assets, now owned or hereafter acquired, by the Company or any of its Restricted Subsidiaries or any proceeds, income or profits therefrom, or assign or convey any right to receive income therefrom securing Indebtedness unless in the case of Indebtedness expressly subordinated to the notes, the notes and Note Guarantees are secured by a Lien on such assets that is senior in priority to such Liens; or in the case of Indebtedness that ranks equally with the notes,all payments due under the notes and the Note Guarantees are equallysecured on an equal and ratably secured.ratable basis or on a senior basis with the obligations so secured until such time as such obligations are no longer secured by a Lien (other than Permitted Liens).

Dividend and Other Payment Restrictions Affecting Subsidiaries

The CompanySunoco LP will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its property or assets to the Company or any of its Restricted Subsidiaries.

However, theThe preceding restrictions will not, however, apply to encumbrances or restrictions existing under or by reason of:

(1) agreements in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements;provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;

(2) the indenture, the notes and the Note Guarantees;

(3) applicable law, rule, regulation or order;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

(5) customary non-assignment provisions in contracts, leases and licenses entered into in the ordinary course of business;

(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;

(7) restrictions on cash and other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business;

(8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(9) Permitted Refinancing Indebtedness;provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(10) Liens, including real estate mortgages, permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

(12) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness, or any agreement pursuant to which such Indebtedness was issued or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Company in good faith) in any material respect than those contained in such agreements or instruments in effect on the Issue Date, if:

(i) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, or

(ii) at the time such Indebtedness is Incurred, such encumbrance or restriction is not expected to materially affect the Company’s ability to make principal or interest payments on the notes, as determined in good faith by the chief financial officer of the Company, whose determination shall be conclusive; and

(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Merger, Consolidation or Sale of Assets

The Company will not,Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Companysuch Issuer is the surviving Person)entity); or (2) sell, assign, transfer, lease, convey lease or otherwise dispose of all or substantially all of the properties or assets of the CompanySunoco LP and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person;Person, unless:

(1) either: (a) the Company is the surviving Person;

provided that clauses (3) and (4) shall not apply to any sale of assets of a Restricted Subsidiary to Sunoco LP or another Restricted Subsidiary or the Districtmerger or consolidation of Columbia;a Restricted Subsidiary into any Restricted Subsidiary or Sunoco LP.

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Company under the notes, the indenture and the registration rights agreement pursuant to a supplemental indenture and any other applicable agreement reasonably satisfactory to the trustee;

(3) immediately after such transaction, no Default or Event of Default exists;

(4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, would, on the date of such transaction after givingpro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;” and

(5) the trustee is provided with an opinion of counsel stating that such consolidation or merger complies with the provisions of the indenture.

Clause (4) ofNotwithstanding the preceding paragraph, Sunoco LP is permitted to reorganize as any other form of this “Merger, Consolidation or Sale of Assets” covenant will not apply to:entity in accordance with the procedures established in the Indenture;provided that:

(1) a

(5)

such reorganization is not materially adverse to the holders of notes (for purposes of this clause (5) it is stipulated that such reorganization shall not be considered materially adverse to the holders of notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b)(i) of the Code or any similar state or local law).

Upon compliance with the Companyforegoing requirements with an Affiliate solely for the purpose of reincorporating or reorganizing the Company in another jurisdiction; or

(2)respect to any consolidation or merger or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Wholly Owned Restricted Subsidiaries.

Holdings may not sell or otherwise dispose of all or substantially all of itsthe properties or assets to, or consolidateof an Issuer in accordance with or merge with or into (whether orthe foregoing in which such Issuer is not Holdings is the surviving Person) another Person, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2)entity, the Person acquiring the property in any such sale or disposition or thesurviving Person formed by or surviving any such consolidation or merger assumes all the obligations of Holdings under the indenture, pursuant to a supplemental indenture satisfactory to the trustee.

In the event of any transaction described in and complyinginto or with the conditions listed in this covenant in which Holdings or the Companysuch Issuer is not the continuing entity, the successor Person formed or remainingmerged or to which such sale, assignment, transfer, conveyance, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, Holdings orsuch Issuer under the Company,indenture with the same effect as if such surviving Person had been named as such Issuer in the indenture, and thereafter (except in the case mayof a lease of all or substantially all of such Issuer’s properties or assets), such Issuer will be and Holdings or the Company, as the case may be, would be discharged fromrelieved of all obligations and covenants under the indenture and the notesnotes.

A Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than Sunoco LP or another Guarantor, unless it complies with the alternative conditions described above under “—Note Guarantee, asGuarantees.”

Although there is a limited body of case law interpreting the casephrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, there may be anduncertainty as to whether a particular transaction would involve “all or substantially all” of the registration rights agreement.properties or assets of a Person.

Transactions with Affiliates

The CompanySunoco LP will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the CompanySunoco LP (each, an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

(2) the Company delivers to the trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of the Company set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and either (x) a further resolution by a majority of the disinterested members of the Board of Directors of the Company approving such Affiliate Transaction, or (y) a copy of an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an Independent Financial Advisor; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, a copy of an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an Independent Financial Advisor.

The following items and payments pursuant thereto, will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) any employment or consulting agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto and the issuance of Equity Interests of the Company (other than Disqualified Stock) to directors and employees pursuant to stock option or stock ownership plans, in each case, approved in good faith by the Board of Directors of the Company;

(2) transactions between or among the Company and/or its Restricted Subsidiaries;

(4)

any issuance of Equity Interests (other than Disqualified Equity) of Sunoco LP to Affiliates of Sunoco LP;

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4) payment of reasonable directors’ fees, compensation benefits or indemnity to directors;

(5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company;

(6) Restricted Payments that do not violate the provisions of the indenture described above under the caption “—Restricted Payments” or any Permitted Investment;

(7) loans or advances to employees made in the ordinary course of business;

(8) any agreement as in effect on the Issue Date, or any renewals, extensions or amendments of any such agreement (so long as such renewals, extensions or amendments are not less favorable in any material respect to the Company or its Restricted Subsidiaries) and the transactions evidenced thereby; and

(9) Permitted Holdings Payments.

Business Activities

The IssuersSunoco LP will not, and will not permit any of its Restricted SubsidiarySubsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the IssuersSunoco LP and theirits Restricted Subsidiaries taken as a whole.

SFCFinance Corp. will not hold any material assets, or become liable for any Obligationsmaterial obligations or engage in any significant business activities;provided that SFCFinance Corp. may be a co-obligor of the notes (including any additional notes) pursuant to the terms of the indenture, a borrower or guarantor pursuantwith respect to the terms of the Credit Agreement or a co-obligor on other Indebtedness of the Company permitted under the indenture if the CompanySunoco LP is an obligor ofon such Indebtedness and the net proceeds of such Indebtedness are received by the CompanySunoco LP, Finance Corp. or one or more Guarantors. At any time after Sunoco LP is a corporation, Finance Corp. may consolidate or merge with or into Sunoco LP or any Restricted Subsidiary.

Additional Guarantees

If, after the date of the Company’sIndenture, any Restricted Subsidiaries other than SFC. SFC may, as necessary, engage inSubsidiary of Sunoco LP that is not already a Guarantor guarantees any activities directly related to or necessary in connection with serving as a co-obligorIndebtedness of either of the notes, a borrower or guarantor pursuant to the terms of the Credit Agreement and a co-obligor on such other Indebtedness. The Company will not sell or otherwise dispose of any of its Equity Interests in SFC and will not permit SFC, directly or indirectly, to issue or sell or otherwise dispose of any of its Equity Interests.

Holdings shall not conduct or engage in any business or hold or acquire any assets other than:

(a) the ownership of Capital Stock of the Company and any activities directly related to such ownership;

(b) the performance of its obligations under and in connection with its Note Guarantee, the Credit Agreement and any other Indebtedness with respect to which the Company is an obligor and the proceeds of which are received by the Company or one or more of the Company’s Restricted Subsidiaries; or

(c) the undertaking of any actions required by law, regulation or order, including to maintain its existence.

Limitation on Issuances of Guarantees of Indebtedness

The Company will not permit any of its domestic Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company unless such domestic Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the notes by such domestic Restricted Subsidiary, which Guarantee will be senior to orpari passu with such domestic Restricted Subsidiary’s Guarantee of or pledge to secure such other Indebtedness.

Any Guarantee of the notes will be released upon the occurrence of certain events described in the indenture and will be subject to the terms and conditions relating to Guarantees of the notes set forth in the indenture.

Additional Note Guarantees

If the CompanyIssuers or any of its Restricted Subsidiaries (x) acquiresGuarantor under a Credit Facility, or createsany Domestic Subsidiary, if not then a RestrictedGuarantor, incurs any Indebtedness under any Credit Facility, then in either case that Subsidiary after the Issue Date (other than a Non-Operating Subsidiary) or (y) any subsidiary that was formerly designated as a Non-Operating Subsidiary no longer constitutes a Non-Operating Subsidiary, then that newly acquired or created Restricted Subsidiary or such Subsidiary that is no longer a Non-Operating Subsidiary, as applicable, will (1) become a Guarantor and executeby executing a supplemental indenture and (2) deliverdelivering it to the trustee an opinion of counsel relating to the foregoing within 1020 business days of the date on which it guaranteed or incurred such Indebtedness, as the case may be;provided,however, that the preceding shall not apply to Subsidiaries of Sunoco LP that have been properly designated as Unrestricted Subsidiaries in accordance with the Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Note Guarantee of a Restricted Subsidiary that was acquiredincurred pursuant to this paragraph as a result of its guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or created.discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Note Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of the CompanyGeneral Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the CompanySunoco LP and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation andthat will reduce the amount available for Restricted Payments under the covenant described above under the caption “—Restricted Payments” or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by the Company. ThatSunoco LP;provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Any designation of a Subsidiary of the CompanySunoco LP as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indentureIndenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the CompanySunoco LP as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,Disqualified Equity,” the CompanySunoco LP will be in default of such covenant.

The Board of Directors of the CompanyGeneral Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company;Sunoco LP;provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the CompanySunoco LP of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,Disqualified Equity,” calculated on apro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

The Company may not designate SFC an Unrestricted Subsidiary.

Limitation on Sale and Leaseback Transactions

The CompanySunoco LP will not, and will not permit any of its Restricted Subsidiaries to, enter into any Salesale and Leaseback Transaction other than Permitted Sale Leaseback Transactions;leaseback transaction;provided that the CompanySunoco LP or any Restricted Subsidiary thereof may enter into a Salesale and Leaseback Transaction if:

(1) the Company or such Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption “—Certain Covenants—Liens;”

(2) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of that Sale and Leaseback Transaction; and

(3)leaseback transaction if the transfer of assets in that Salesale and Leaseback Transactionleaseback transaction is permitted by, and the CompanySunoco LP or such Restricted Subsidiary applies the proceeds of such transaction in compliance with, the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

Payments for Consent

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

Whether or not required by the SEC’s rules and regulations of the SEC, so long as any notes are outstanding, Sunoco LP will furnish (whether through hard copy or internet access) to the Company willholders of notes or cause the trustee to furnish to the holders of notes, within the time periods specified in the SEC’s rules and regulations:

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

The availability of the foregoing materials on the SEC’s EDGAR service shall be deemed to satisfy the Company’s delivery obligation. To the extent that the Company does not file such information with the SEC, the Company will either (1) distribute such reports (as well as the details regarding the conference call described below) electronically to (a) any holder of the notes, (b) to any beneficial owner of notes, (c) to any prospective investor who provides their e-mail address to the Company and certifies that they are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) (“QIB”) or (d) any securities analyst who provides their e-mail address to the Company and certifies that they are a securities analyst, or (2) (x) post such reports (as well as the details regarding the conference call described below) on a website accessible to (a) any holder of the notes, (b) to any beneficial owner of notes, (c) to any prospective investor who certifies that they are a QIB or (d) any securities analyst who certifies that they are a securities analyst and (y) provide notice of each such posting by means of a press release on a nationally recognized business news wire service, in the case of quarterly and annual reports not less than three nor more than five business days prior to posting, and in the case of current reports contemporaneously with the posting of such report. Unless the Company is subject to the reporting requirements of the Exchange Act, the Company will also hold a quarterly conference call for the holders of the notes to discuss such financial information. The conference call will not be later than three business days from the time that the Company distributes the financial information as set forth above.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.reports, including Section 3-10 of Regulation S-X. Each annual report on Form 10-K will include a report on the Company’sSunoco LP’s consolidated financial statements by Sunoco LP’s independent registered public accounting firm. In addition, Sunoco LP will file a copy of each of the Company’s certified independent accountants.reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.

If, at any time after consummation of the exchange offer contemplated by the registration rights agreement, the CompanySunoco LP is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the CompanySunoco LP will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agreesfiling;provided that, itfor so long as Sunoco LP is not subject to the periodic reporting requirements of the Exchange Act for any reason, the time period for filing reports on Form 8-K shall be 5 business days after the event giving rise to the obligation to file such report. Sunoco LP will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’sSunoco LP’s filings for any reason, Sunoco LP will post the Company will distribute or post all reports required by this covenantreferred to in accordance with the second preceding paragraph.

In addition,paragraphs on its website within the Company agreestime periods that for so long as any notes remain outstanding,would apply if at any time they are notSunoco LP were required to file those reports with the SECSEC.