DEBT OBLIGATIONS:

Our debt obligations consist of the following:



	December 31,
	2018			2017
Parent Company Indebtedness:
7.50% Senior Notes due October 15, 2020	$	1,187		$	1,187
4.25% Senior Notes due March 15, 2023	1,000			1,000
5.875% Senior Notes due January 15, 2024	1,150			1,150
5.50% Senior Notes due June 1, 2027	1,000			1,000
ET Senior Secured Term Loan	1,220			1,220
ET Senior Secured Revolving Credit Facility	—			1,188
Unamortized premiums, discounts and fair value adjustments, net	(10		)	(11		)
Deferred debt issuance costs	(27		)	(34		)
	5,520			6,700

Subsidiary Indebtedness:
ETO Debt
2.50% Senior Notes due June 15, 2018	—			650
6.70% Senior Notes due July 1, 2018	—			600
9.70% Senior Notes due March 15, 2019 ⁽¹⁾	400			400
9.00% Senior Notes due April 15, 2019 ⁽¹⁾	450			450
5.50% Senior Notes due February 15, 2020	250			250
5.75% Senior Notes due September 1, 2020	400			400
4.15% Senior Notes due October 1, 2020	1,050			1,050
4.40% Senior Notes due April 1, 2021	600			600
4.65% Senior Notes due June 1, 2021	800			800
5.20% Senior Notes due February 1, 2022	1,000			1,000
4.65% Senior Notes due February 15, 2022	300			300
5.875% Senior Notes due March 1, 2022	900			900
5.00% Senior Notes due October 1, 2022	700			700
3.45% Senior Notes due January 15, 2023	350			350
3.60% Senior Notes due February 1, 2023	800			800
4.20% Senior Notes due September 15, 2023	500			—
4.50% Senior Notes due November 1, 2023	600			600
4.90% Senior Notes due February 1, 2024	350			350
7.60% Senior Notes due February 1, 2024	277			277
4.25% Senior Notes due April 1, 2024	500			500
9.00% Debentures due November 1, 2024	65			65
4.05% Senior Notes due March 15, 2025	1,000			1,000
5.95% Senior Notes due December 1, 2025	400			400
4.75% Senior Notes due January 15, 2026	1,000			1,000
3.90% Senior Notes due July 15, 2026	550			550
4.20% Senior Notes due April 15, 2027	600			600
4.00% Senior Notes due October 1, 2027	750			750
4.95% Senior Notes due June 15, 2028	1,000			—
8.25% Senior Notes due November 15, 2029	267			267
4.90% Senior Notes due March 15, 2035	500			500
6.625% Senior Notes due October 15, 2036	400			400
5.80% Senior Notes due June 15, 2038	500			—



7.50% Senior Notes due July 1, 2038	550		550
6.85% Senior Notes due February 15, 2040	250		250
6.05% Senior Notes due June 1, 2041	700		700
6.50% Senior Notes due February 1, 2042	1,000		1,000
6.10% Senior Notes due February 15, 2042	300		300
4.95% Senior Notes due January 15, 2043	350		350
5.15% Senior Notes due February 1, 2043	450		450
5.95% Senior Notes due October 1, 2043	450		450
5.30% Senior Notes due April 1, 2044	700		700
5.15% Senior Notes due March 15, 2045	1,000		1,000
5.35% Senior Notes due May 15, 2045	800		800
6.125% Senior Notes due December 15, 2045	1,000		1,000
5.30% Senior Notes due April 15, 2047	900		900
5.40% Senior Notes due October 1, 2047	1,500		1,500
6.00% Senior Notes due June 15, 2048	1,000		—
Floating Rate Junior Subordinated Notes due November 1, 2066	546		546
ETO $5.00 billion Revolving Credit Facility due December 2023	3,694		2,292
ETO $1.00 billion 364-Day Credit Facility due November 2019	—		50
Unamortized premiums, discounts and fair value adjustments, net	17		33
Deferred debt issuance costs	(178	)	(170	)
	32,288		29,210

Transwestern Debt
5.36% Senior Notes due December 9, 2020	175		175
5.89% Senior Notes due May 24, 2022	150		150
5.66% Senior Notes due December 9, 2024	175		175
6.16% Senior Notes due May 24, 2037	75		75
Deferred debt issuance costs	(1	)	(1	)
	574		574

Panhandle Debt
7.00% Senior Notes due June 15, 2018	—		400
8.125% Senior Notes due June 1, 2019	150		150
7.60% Senior Notes due February 1, 2024	82		82
7.00% Senior Notes due July 15, 2029	66		66
8.25% Senior Notes due November 15, 2029	33		33
Floating Rate Junior Subordinated Notes due November 1, 2066	54		54
Unamortized premiums, discounts and fair value adjustments, net	14		28
	399		813

Bakken Project Debt
Bakken $2.50 billion Credit Facility due August 2019	2,500		2,500
Deferred debt issuance costs	(3	)	(8	)
	2,497		2,492

Sunoco LP Debt
4.875% Senior Notes Due January 15, 2023	1,000		—
5.50% Senior Notes Due February 15, 2026	800		—
5.875% Senior Notes Due March 15, 2028	400		—
5.50% Senior Notes due August 1, 2020	—		600



6.375% Senior Notes due April 1, 2023	—			800
6.25% Senior Notes due April 15, 2021	—			800
Sunoco LP $1.50 billion Revolving Credit Facility due July 2023	700			—
Sunoco LP $1.50 billion Revolving Credit Facility due September 2019	—			765
Sunoco LP Term Loan due October 1, 2019	—			1,243
Lease-related obligations	107			113
Deferred debt issuance costs	(23		)	(34		)
	2,984			4,287

USAC Debt
6.875% Senior Notes due April 1, 2026	725			—
USAC $1.60 billion Revolving Credit Facility due April 2023	1,050			—
Deferred debt issuance costs	(16		)	—
	1,759			—

Other	7			8
Total debt	46,028			44,084
Less: Current maturities of long-term debt	2,655			413
Long-term debt, less current maturities	$	43,373		$	43,671


⁽¹⁾	As of December 31, 2018, these notes were classified as long-term as management had the intent and ability to refinance the borrowings on a long-term basis. The notes were refinanced in January 2019, as discussed below.

The following table reflects future maturities of long-term debt for each of the next five years and thereafter. These amounts exclude $227 million in unamortized premiums, fair value adjustments and deferred debt issuance costs, net:



2019	$	3,505
2020	3,068
2021	1,406
2022	5,505
2023	7,255
Thereafter	25,516
Total	$	46,255

Long-term debt reflected on our consolidated balance sheets includes fair value adjustments related to interest rate swaps, which represent fair value adjustments that had been recorded in connection with fair value hedge accounting prior to the termination of the interest rate swap.

Notes and Debentures

ET Senior Notes Offering

In October 2017, ET issued $1 billion aggregate principal amount of 4.25% senior notes due 2023. The $990 million net proceeds from the offering were used to repay a portion of the outstanding indebtedness under its term loan facility and for general partnership purposes.

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 balance is payable upon maturity. Interest on the senior notes is paid semi-annually.

ET Senior Notes

The ET Senior Notes are the Parent Company’s senior obligations, ranking equally in right of payment with our other existing and future unsubordinated debt and senior to any of its future subordinated debt. The Parent Company’s obligations under the ET Senior Notes previously were secured on a first-priority basis with its obligations under the Revolver Credit Agreement and the ET Term Loan Facility, by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets, subject to certain exceptions and permitted liens. Subsequent to the termination of the Revolver Credit Agreement and the ET Term Loan Facility, the collateral securing the ET Senior Notes was released. The ET Senior Notes are not guaranteed by any of the Parent Company’s subsidiaries.

The covenants related to the ET Senior Notes include a limitation on liens, a limitation on transactions with affiliates, a restriction on sale-leaseback transactions and limitations on mergers and sales of all or substantially all of the Parent Company’s assets.

ETO Senior Notes

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

The ETO senior notes are unsecured obligations of the Partnership and as a result, the ETO senior notes effectively rank junior to any future indebtedness of ours or our subsidiaries that is both secured and unsubordinated to the extent of the value of the assets securing such indebtedness, and the ETO senior notes effectively rank junior to all indebtedness and other liabilities of our existing and future subsidiaries.

2019 Senior Notes Offering and Redemption

In January 2019, ETO issued the following senior notes:

•$750 million aggregate principal amount of 4.50% senior notes due 2024;

•$1.50 billion aggregate principal amount of 5.25% senior notes due 2029; and

•$1.75 billion aggregate principal amount of 6.25% senior notes due 2049.

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 ETO’s existing and future senior debt, and senior in right of payment to any future subordinated debt ETO may incur. The notes of each series will initially be fully and unconditionally guaranteed by our subsidiary, Sunoco Logistics Partners Operations L.P., on a senior unsecured basis so long as it guarantees any of our 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 $3.96 billion net proceeds from the offering were used to make an intercompany loan to ET (which ET used to repay its term loan in full), for general partnership purposes and to redeem at maturity all of the following:

•ETO’s $400 million aggregate principal amount of 9.70% senior notes due March 15, 2019;

•ETO’s $450 million aggregate principal amount of 9.00% senior notes due April 15, 2019; and

•Panhandle’s $150 million aggregate principal amount of 8.125% senior notes due June 1, 2019.

2018 Senior Notes Offering and Redemption

In June 2018, ETO 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 $2.96 billion net proceeds from the offering were used to repay borrowings outstanding under ETO’s revolving credit facility, for general partnership purposes and to redeem at maturity all of the following senior notes:

•ETO’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

•ETO’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.

Transwestern Senior Notes

The Transwestern senior notes are redeemable at any time in whole or pro rata, subject to a premium or upon a change of control event or an event of default, as defined. The balance is payable upon maturity. Interest is paid semi-annually.

Panhandle Junior Subordinated Notes

The interest rate on the remaining portion of Panhandle’s junior subordinated notes due 2066 is a variable rate based upon the three-month LIBOR rate plus 3.0175%. The balance of the variable rate portion of the junior subordinated notes was $54 million at an effective interest rate of 5.559% at December 31, 2018.

As part of ETO’s senior notes offering in June 2018 discussed above, Panhandle’s $400 million aggregate principal amount of 7.00% senior notes due June 15, 2018 were redeemed.

Sunoco LP Senior Notes Offering

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 its retail divestment 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 its retail divestment;


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


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

On December 3, 2018, Sunoco LP completed an exchange of the notes for registered notes with substantially identical terms.

USAC Senior Notes

In March 2018, USAC completed a private offering of $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. On January 14, 2019, USAC completed an exchange of these notes for registered notes with substantially identical terms.

In February 2019, USAC announced the offering of $750 million aggregate principal amount of senior unsecured notes due 2027 in a private placement to eligible purchasers. USAC intends to use the net proceeds from this offering to repay a portion of its existing borrowings under the USAC credit facility and for general partnership purposes.

Term Loans, Credit Facilities and Commercial Paper

ET Term Loan Facility

On February 2, 2017, the Partnership entered into a Senior Secured Term Loan Agreement (the “Term Credit Agreement”) with Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto. The Term Credit Agreement had a scheduled maturity date of February 2, 2024, with an option for the Parent Company to extend the term subject to the terms and conditions set forth therein. The Term Credit Agreement contained an accordion feature, under which the total commitments may be increased, subject to the terms thereof. In connection with the Parent Company’s entry into the Senior Secured Term Loan Agreement on February 2, 2017, the Parent Company terminated its previous term loan agreements.

Pursuant to the Term Credit Agreement, the Term Lenders provided senior secured financing in an aggregate principal amount of $2.2 billion (the “Term Loan Facility”). Under the Term Credit Agreement, the obligations of the Parent Company were secured by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets.

Interest accrued on advances at a LIBOR rate or a base rate, based on the election of the Parent Company for each interest period, plus an applicable margin.

On January 15, 2019, Energy Transfer LP paid in full all outstanding borrowings under its Senior Secured Term Loan Agreement and thereafter terminated the term loan agreement. In connection with the termination of the term loan agreement, the collateral securing certain series of the Partnership’s outstanding senior notes was released in accordance with the terms of the applicable indentures governing such senior notes.

ET Revolving Credit Facility

On March 24, 2017, the Parent Company previously had a Credit Agreement (the “Revolver Credit Agreement”) with Credit Suisse AG, Cayman Islands Branch as administrative agent and the other lenders party thereto (the “Revolver Lenders”). The Revolver Credit Agreement had a scheduled maturity date of March 24, 2022 and included an option for the Parent Company to extend the term, in each case subject to the terms and conditions set forth therein. Pursuant to the Revolver Credit Agreement, the lenders committed to provide advances up to an aggregate principal amount of $1.50 billion at any one time outstanding, and the Parent Company had the option to request increases in the aggregate commitments by up to $500 million in additional commitments. Under the Revolver Credit Agreement, the obligations of the Partnership were secured by a lien on substantially all of the Partnership’s and certain of its subsidiaries’ tangible and intangible assets.

In connection with the closing of the Energy Transfer Merger in October 2018, the Partnership repaid in full all outstanding borrowings under the facility and the facility was terminated.

ETO Five-Year Credit Facility

ETO’s revolving credit facility (the “ETO Five-Year Credit Facility”) previously allowed for unsecured borrowings up to $4.00 billion and matured in December 2022. On October 19, 2018, the ETO Five-Year Credit Facility was amended to increase the borrowing capacity by $1.00 billion, to $5.00 billion, and to extend the maturity date to December 1, 2023. The ETO 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 December 31, 2018, the ETO Five-Year Credit Facility had $3.69 billion outstanding, of which $2.34 billion was commercial paper. The amount available for future borrowings was $1.24 billion after taking into account letters of credit of $63 million. The weighted average interest rate on the total amount outstanding as of December 31, 2018 was 3.57%.

ETO 364-Day Facility

ETO’s 364-day revolving credit facility (the “ETO 364-Day Facility”) previously allowed for unsecured borrowings up to $1.00 billion and matured on November 30, 2018. On October 19, 2018, the ETO 364-Day Facility was amended to extend the maturity date to November 29, 2019. As of December 31, 2018, the ETO 364-Day Facility had no outstanding borrowings.

Bakken Credit Facility

In August 2016, ETO 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 December 31, 2018, the Bakken Credit Facility had $2.50 billion of outstanding borrowings, all of which has been reflected in current maturities of long-term debt on the Partnership’s consolidated balance sheets. The weighted average interest rate on the total amount outstanding as of December 31, 2018 was 4.27%.

Sunoco LP Term Loan

Sunoco LP has a term loan agreement which provides secured financing in an aggregate principal amount of up to $2.035 billion due 2019. In January 2017, Sunoco LP entered into a limited waiver to its term loan, under which the agents and lenders party thereto waived and deemed remedied the miscalculations of Sunoco LP’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the term loan.

The Sunoco LP term loan was repaid in full and terminated on January 23, 2018. See “Sunoco LP Senior Notes Offering” above.

Sunoco LP Credit Facility

Sunoco LP maintains a $1.50 billion revolving credit agreement (the “Sunoco LP Credit Facility”). In July 2018, Sunoco LP amended its revolving credit agreement, including extending the expiration to July 2023 (which may be extended in accordance with the terms of the credit agreement). Borrowings under the amended revolving credit agreement were used to pay off Sunoco LP’s existing revolving credit facility which was entered into in September 2014.

As of December 31, 2018, the Sunoco LP Credit Facility had $700 million outstanding borrowings and $8 million in standby letters of credit. The unused availability on the revolver at December 31, 2018 was $792 million. The weighted average interest rate on the total amount outstanding as of December 31, 2018 was 4.45%.

USAC Credit Facility

USAC currently has a $1.60 billion revolving credit facility, which matures on April 2, 2023 and permits up to $400 million of future increases in borrowing capacity.

As of December 31, 2018, USAC had $1.05 billion of outstanding borrowings and no outstanding letters of credit under the credit agreement. As of December 31, 2018, USAC had $550 million of availability under its credit facility. The weighted average interest rate on the total amount outstanding as of December 31, 2018 was 4.69%.

Covenants Related to Our Credit Agreements

Covenants Related to the Parent Company

The Term Loan Facility and ET Revolving Credit Facility contain customary representations, warranties, covenants and events of default, including a change of control event of default and limitations on incurrence of liens, new lines of business, merger, transactions with affiliates and restrictive agreements.

The Term Loan Facility and ET Revolving Credit Facility contain financial covenants as follows:


•	Maximum Leverage Ratio – Consolidated Funded Debt (as defined therein) of the Parent Company to Consolidated EBITDA (as defined therein) of the Parent Company of not more than 6.0 to 1, with a permitted increase to 7 to 1 during a specified acquisition period following the close of a specified acquisition; and


•	Consolidated EBITDA (as defined therein) to interest expense of not less than 1.5 to 1.

Covenants Related to ETO

The agreements relating to the ETO senior notes contain restrictive covenants customary for an issuer with an investment-grade rating from the rating agencies, which covenants include limitations on liens and a restriction on sale-leaseback transactions.

The ETO Credit Facilities contains covenants that limit (subject to certain exceptions) the Partnership’s and certain of the Partnership’s subsidiaries’ ability to, among other things:


•	incur indebtedness;


•	grant liens;


•	enter into mergers;


•	dispose of assets;


•	make certain investments;


•	make Distributions (as defined in the ETO Credit Facilities) during certain Defaults (as defined in the ETO Credit Facilities) and during any Event of Default (as defined in the ETO Credit Facilities);


•	engage in business substantially different in nature than the business currently conducted by the Partnership and its subsidiaries;


•	engage in transactions with affiliates; and


•	enter into restrictive agreements.

The ETO Credit Facilities applicable margin and rate used in connection with the interest rates and commitment fees, respectively, are based on the credit ratings assigned to our senior, unsecured, non-credit enhanced long-term debt. The applicable margin for eurodollar rate loans under the ETO Five-Year Facility ranges from 1.125% to 2.000% and the applicable margin for base rate loans ranges from 0.125% to 1.000%. The applicable rate for commitment fees under the ETO Five-Year Facility ranges from 0.125% to 0.300%. The applicable margin for eurodollar rate loans under the ETO 364-Day Facility ranges from 1.125% to 1.750% and the applicable margin for base rate loans ranges from 0.250% to 0.750%. The applicable rate for commitment fees under the ETO 364-Day Facility ranges from 0.125% to 0.225%.

The ETO Credit Facilities contain various covenants including limitations on the creation of indebtedness and liens, and related to the operation and conduct of our business. The ETO Credit Facilities also limit us, on a rolling four quarter basis, to a maximum Consolidated Funded Indebtedness to Consolidated EBITDA ratio, as defined in the underlying credit agreements, of 5.0 to 1, which can generally be increased to 5.5 to 1 during a Specified Acquisition Period. Our Leverage Ratio was 3.38 to 1 at December 31, 2018, as calculated in accordance with the credit agreements.

The agreements relating to the Transwestern senior notes contain certain restrictions that, among other things, limit the incurrence of additional debt, the sale of assets and the payment of dividends and specify a maximum debt to capitalization ratio.

Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities could require us to pay debt balances prior to scheduled maturity and could negatively impact the Partnership’s or our subsidiaries’ ability to incur additional debt and/or our ability to pay distributions to Unitholders.

Covenants Related to Panhandle

Panhandle is not party to any lending agreement that would accelerate the maturity date of any obligation due to a failure to maintain any specific credit rating, nor would a reduction in any credit rating, by itself, cause an event of default under any of Panhandle’s lending agreements. Financial covenants exist in certain of Panhandle’s debt agreements that require Panhandle to maintain a certain level of net worth, to meet certain debt to total capitalization ratios and to meet certain ratios of earnings before depreciation, interest and taxes to cash interest expense. A failure by Panhandle to satisfy any such covenant would give rise to an event of default under the associated debt, which could become immediately due and payable if Panhandle did not cure such default within any permitted cure period or if Panhandle did not obtain amendments, consents or waivers from its lenders with respect to such covenants.

Panhandle’s restrictive covenants include restrictions on debt levels, restrictions on liens securing debt and guarantees, restrictions on mergers and on the sales of assets, capitalization requirements, dividend restrictions, cross default and cross-acceleration and prepayment of debt provisions. A breach of any of these covenants could result in acceleration of Panhandle’s debt and other financial obligations and that of its subsidiaries.

In addition, Panhandle and/or its subsidiaries are subject to certain additional restrictions and covenants. These restrictions and covenants include limitations on additional debt at some of its subsidiaries; limitations on the use of proceeds from borrowing at some of its subsidiaries; limitations, in some cases, on transactions with its affiliates; limitations on the incurrence of liens; potential limitations on the abilities of some of its subsidiaries to declare and pay dividends and potential limitations on some of its subsidiaries to participate in Panhandle’s cash management program; and limitations on Panhandle’s ability to prepay debt.

Covenants Related to Bakken Credit Facility

The Bakken Credit Facility contains standard and customary covenants for a financing of this type, subject to materiality, knowledge and other qualifications, thresholds, reasonableness and other exceptions. These standard and customary covenants include, but are not limited to:


•	prohibition of certain incremental secured indebtedness;


•	prohibition of certain liens / negative pledge;


•	limitations on uses of loan proceeds;


•	limitations on asset sales and purchases;


•	limitations on permitted business activities;


•	limitations on mergers and acquisitions;


•	limitations on investments;


•	limitations on transactions with affiliates; and


•	maintenance of commercially reasonable insurance coverage.

A restricted payment covenant is also included in the Bakken Credit Facility which requires a minimum historic debt service coverage ratio (“DSCR”) of not less than 1.20 to 1 (the “Minimum Historic DSCR”) with respect each 12-month period following the commercial in-service date of the Dakota Access and ETCO Project in order to make certain restricted payments thereunder.

Covenants Related to Sunoco LP

The Sunoco LP Credit Facility contains various customary representations, warranties, covenants and events of default, including a change of control event of default, as defined therein. Sunoco LP’s Credit Facility requires Sunoco LP to maintain a Net Leverage Ratio of not more than 5.5 to 1. The maximum Net Leverage Ratio is subject to upwards adjustment of not more than 6.0 to 1 for a period not to exceed three fiscal quarters in the event Sunoco LP engages in certain specified acquisitions of not less than $50 million (as permitted under Sunoco LP’s Credit Facility agreement). The Sunoco LP Credit Facility also requires Sunoco LP to maintain an Interest Coverage Ratio (as defined in the Sunoco LP’s Credit Facility agreement) of not less than 2.25 to 1.

Covenants Related to USAC

The USAC Credit Facility contains covenants that limit (subject to certain exceptions) USAC’s ability to, among other things:


•	grant liens;


•	make certain loans or investments;


•	incur additional indebtedness or guarantee other indebtedness;


•	merge or consolidate;


•	sell our assets; or


•	make certain acquisitions.

The credit facility is also subject to the following financial covenants, including covenants requiring us to maintain:


•	a minimum EBITDA to interest coverage ratio of 2.5 to 1.0, determined as of the last day of each fiscal quarter; and

•

a maximum funded debt to EBITDA ratio, determined as of the last day of each fiscal quarter, for the annualized trailing three months of (i) 5.75 to 1 through the end of the fiscal quarter ending March 31, 2019, (ii) 5.5 to 1 through the end of the fiscal quarter ending December 31, 2019 and (iii) 5.0 to 1 thereafter, in each case subject to a provision for increases to such thresholds by 0.50 in connection with certain future acquisitions for the six consecutive month period following the period in which any such acquisition occurs.

Compliance With Our Covenants

Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities and note agreements could require us or our subsidiaries to pay debt balances prior to scheduled maturity and could negatively impact the subsidiaries ability to incur additional debt and/or our ability to pay distributions.

We were in compliance with all requirements, tests, limitations, and covenants related to our debt agreements as of December 31, 2018.