DEBT OBLIGATIONS

Parent Company Indebtedness

The Parent Company’s indebtedness, including its senior notes, senior secured term loan and senior secured revolving credit facility, is secured by all of its and certain of its subsidiaries’ tangible and intangible assets.

ETE Revolving Credit Facility

Pursuant to ETE’s revolving credit agreement, which matures on March 24, 2022, the lenders have committed to provide advances up to an aggregate principal amount of $1.5 billion at any one time outstanding, and the Parent Company has the option to request increases in the aggregate commitments by up to $500 million in additional commitments.

As of June 30, 2018, borrowings of $956 million were outstanding under the Parent Company revolving credit facility and the amount available for future borrowings was $544 million.

Subsidiary Indebtedness

ETP Senior Notes Offering and Redemption

In June 2018, ETP issued the following senior notes:

•$500 million aggregate principal amount of 4.20% senior notes due 2023;

•$1.00 billion aggregate principal amount of 4.95% senior notes due 2028;

•$500 million aggregate principal amount of 5.80% senior notes due 2038; and

•$1.00 billion aggregate principal amount of 6.00% senior notes due 2048.

The senior notes were registered under the Securities Act of 1933 (as amended). The Partnership may redeem some or all of the senior notes at any time, or from time to time, pursuant to the terms of the indenture and related indenture supplements related to the senior notes. The principal on the senior notes is payable upon maturity and interest is paid semi-annually.

The senior notes rank equally in right of payment with ETP’s existing and future senior debt, and senior in right of payment to any future subordinated debt ETP may incur. The notes of each series will initially be fully and unconditionally guaranteed by ETP’s subsidiary, Sunoco Logistics Partners Operations L.P., on a senior unsecured basis so long as it guarantees any of ETP’s other long-term debt. The guarantee for each series of notes ranks equally in right of payment with all of the existing and future senior debt of Sunoco Logistics Partners Operations L.P., including its senior notes.

The $2.96 billion net proceeds from the offering were used to repay borrowings outstanding under ETP’s revolving credit facility, for general partnership purposes and to redeem all of the following senior notes:

•ETP’s $650 million aggregate principal amount of 2.50% senior notes due June 15, 2018;

•Panhandle’s $400 million aggregate principal amount of 7.00% senior notes due June 15, 2018; and

•ETP’s $600 million aggregate principal amount of 6.70% senior notes due July 1, 2018.

The aggregate amount paid to redeem these notes was approximately $1.65 billion.

ETP Five-Year Credit Facility

ETP’s revolving credit facility (the “ETP Five-Year Credit Facility”) allows for unsecured borrowings up to $4.00 billion and matures in December 2022. The ETP Five-Year Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased up to $6.00 billion under certain conditions.

As of June 30, 2018, the ETP Five-Year Credit Facility had $1.23 billion outstanding, all of which was commercial paper. The amount available for future borrowings was $2.61 billion after taking into account letters of credit of $167 million. The weighted average interest rate on the total amount outstanding as of June 30, 2018 was 2.87%.

ETP 364-Day Facility

ETP’s 364-day revolving credit facility (the “ETP 364-Day Facility”) allows for unsecured borrowings up to $1.0 billion and matures on November 30, 2018. As of June 30, 2018, the ETP 364-Day Facility had no outstanding borrowings.

Bakken Credit Facility

In August 2016, ETP and Phillips 66 completed project-level financing of the Bakken pipeline. The $2.50 billion credit facility matures in August 2019 (the “Bakken Credit Facility”). As of June 30, 2018, the Bakken Credit Facility had $2.50 billion of outstanding borrowings. The weighted average interest rate on the total amount outstanding as of June 30, 2018 was 3.72%.

Sunoco LP Senior Notes and Term Loan

On January 23, 2018, Sunoco LP completed a private offering of $2.2 billion of senior notes, comprised of $1.0 billion in aggregate principal amount of 4.875% senior notes due 2023, $800 million in aggregate principal amount of 5.500% senior notes due 2026 and $400 million in aggregate principal amount of 5.875% senior notes due 2028. Sunoco LP used the proceeds from the private offering, along with proceeds from the closing of the asset purchase agreement with 7-Eleven to:


•	redeem in full its existing senior notes, comprised of $800 million in aggregate principal amount of 6.250% senior notes due 2021, $600 million in aggregate principal amount of 5.500% senior notes due 2020, and $800 million in aggregate principal amount of 6.375% senior notes due 2023;


•	repay in full and terminate its term loan;


•	pay all closing costs in connection with the 7-Eleven transaction;


•	redeem the outstanding Sunoco LP Series A Preferred Units; and


•	repurchase 17,286,859 Sunoco LP common units owned by ETP.

Sunoco LP Credit Facility

Sunoco LP maintains a $1.50 billion revolving credit agreement, which matures in September 2019. As of June 30, 2018, the Sunoco LP credit facility had $320 million outstanding borrowings and $8 million in standby letters of credit. The unused availability on the revolver at June 30, 2018 was $1.2 billion.

In July 2018, Sunoco LP amended its revolving credit agreement, including extending the expiration to July 27, 2023 (which may be extended in accordance with the terms of the credit agreement).

USAC Credit Facility

USAC currently has a $1.6 billion revolving credit facility, which matures on April 2, 2023 and permits up to $400 million of future increases in borrowing capacity.

As of June 30, 2018, USAC had $950 million of outstanding borrowings and no outstanding letters of credit under the credit agreement. As of June 30, 2018, USAC had $650 million of availability under its credit facility.

USAC Senior Notes

USAC has outstanding $725 million aggregate principal amount of senior notes that mature on April 1, 2026. The notes accrue interest from March 23, 2018 at the rate of 6.875% per year. Interest on the notes will be payable semi-annually in arrears on each April 1 and October 1, commencing on October 1, 2018.

Compliance with Our Covenants

We and our subsidiaries were in compliance with all requirements, tests, limitations, and covenants related to our respective credit agreements as of June 30, 2018.