Exhibit 4.2
SECOND SUPPLEMENTAL INDENTURE
This Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of October 20, 2021, is among Sunoco LP, a Delaware limited partnership (“Sunoco LP”), and Sunoco Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Sunoco LP, the “Issuers”), the Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
WHEREAS, the Issuers and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Original Indenture”), dated as of January 23, 2018, providing for the issuance of their 5.500% Senior Notes due 2026 (the “Notes”) and a first supplemental indenture thereto, dated as of January 24, 2019 (the “First Supplemental Indenture”, and together with the Original Indenture, the “Indenture”);
WHEREAS, the Company has offered to purchase for cash any and all of the outstanding Notes pursuant to the Offer and Consent Solicitation Statement to Purchase dated October 5, 2021 (the “Offer”);
WHEREAS, in connection with the Offer, the Issuers have requested that Holders of the Notes deliver their consents (the “Consent Solicitation”) with respect to the amendments set forth in Article 2 hereof (collectively, the “Amendments”);
WHEREAS, Section 9.02 of the Indenture provides that the Issuers, the Guarantors and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, amend or supplement the Indenture;
WHEREAS, in connection with the Consent Solicitation, the Holders of a majority in aggregate principal amount of the outstanding Notes have duly consented to the Amendments set forth in this Second Supplemental Indenture; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Second Supplemental Indenture and to make this Second Supplemental Indenture valid and binding have been complied with or performed.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
| 1. | Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. |
| 2. | Amendments. Section 3.03 of the Indenture is hereby amended and restated as follows: |
“Subject to the provisions of Section 4.14(d) hereof, at least two Business Days but not more than 60 days before a Redemption Date, the Issuers will send, or cause to be sent, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be sent 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 this Indenture pursuant to Article 8 or 11 hereof, respectively.
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