Energy Transfer LP

6. DEBT OBLIGATIONS:

Our debt obligations consist of the following:

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(1)These notes were redeemed in 2023.

(2)These notes were redeemed subsequent to December 31, 2023.

(3)As of December 31, 2023, these notes were classified as long-term as management had the intent and ability to refinance the borrowings on a long-term basis.

(4)These notes, totaling $2.85 billion aggregate principal amount, were assumed by the Partnership in connection with the closing of the Crestwood acquisition in November 2023.

(5)In May 2023, the Partnership refinanced all of the $225 million outstanding principal amount of HFOTCO tax-exempt bonds with new 10-year tax-exempt bonds. The new bonds, which were issued through the Harris County Industrial Development Corporation and are obligations of Energy Transfer, accrue interest at a fixed rate of 4.05% and are mandatorily redeemable in 2033. Upon redemption, these tax-exempt bonds may be remarketed on different terms through final maturity of November 1, 2050.

(6)The USAC Credit Facility matures in December 2026, except that if any portion of the 6.875% Senior Notes due 2026 are outstanding on December 31, 2025, the USAC Credit Facility will mature on December 31, 2025.

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The following table reflects future maturities of long-term debt for each of the next five years and thereafter. These amounts exclude $237 million in unamortized premiums, fair value adjustments and deferred debt issuance costs, net:

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

Senior Notes

The Energy Transfer Senior Notes are the Partnership’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 Energy Transfer Senior Notes are not guaranteed by any of its subsidiaries.

The covenants related to the Energy Transfer 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 Partnership’s assets.

January 2024 Notes Issuance

In January 2024, the Partnership issued $1.25 billion aggregate principal amount of 5.55% Senior Notes due 2034, $1.75 billion aggregate principal amount of 5.95% Senior Notes due 2054 and $800 million aggregate principal amount of 8.00% fixed-to-fixed reset rate Junior Subordinated Notes due 2054. The Partnership used the net proceeds to refinance existing indebtedness, including borrowings under its Five-Year Credit Facility (defined below), to redeem its outstanding Series C Preferred Units and Series D Preferred Units and for general partnership purposes. The Partnership also intends to use the proceeds to redeem its Series E Preferred Units in May 2024.

Credit Facilities and Commercial Paper

Five-Year Credit Facility

The Partnership’s Five-Year Credit Facility allows for unsecured borrowings up to $5.00 billion and matures on April 11, 2027. The Five-Year Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased up to $7.00 billion under certain conditions.

As of December 31, 2023, the Five-Year Credit Facility had $1.41 billion of outstanding borrowings, $1.37 billion of which consisted of commercial paper. The amount available for future borrowings was $3.56 billion, after accounting for outstanding letters of credit in the amount of $29 million. The weighted average interest rate on the total amount outstanding as of December 31, 2023 was 5.87%.

Sunoco LP Credit Facility

Sunoco LP maintains a $1.50 billion revolving credit facility (the “Sunoco LP Credit Facility”). As of December 31, 2023, the Sunoco LP Credit Facility had $411 million of outstanding borrowings and $5 million in standby letters of credit and matures in April 2027. The amount available for future borrowings was $1.08 billion at December 31, 2023. The weighted average interest rate on the total amount outstanding as of December 31, 2023 was 7.54%.

USAC Credit Facility

USAC maintains a $1.60 billion revolving credit facility (the “USAC Credit Facility”) which matures on December 8, 2026, except that if any portion of USAC’s senior notes due 2026 are outstanding on December 31, 2025, the USAC Credit Facility will mature on December 31, 2025. As of December 31, 2023, USAC had $872 million of outstanding borrowings

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Covenants Related to Our Credit Agreements

The agreements relating to the 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 Five-Year Credit Facility 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;

•enter into mergers;

•dispose of assets;

•make certain investments;

•make Distributions (as defined in the Five-Year Credit Facility) during certain Defaults (as defined in the Five-Year Credit Facility) and during any Event of Default (as defined in the Five-Year Credit Facility);

•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 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 Five-Year Credit 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 Five-Year Credit Facility ranges from 0.125% to 0.300%.

The Five-Year Credit Facility contains various covenants including limitations on the creation of indebtedness and liens and related to the operation and conduct of our business. The Five-Year Credit Facility also limits us, on a rolling four quarter basis, to a maximum Consolidated Funded Indebtedness to Consolidated EBITDA ratio, as defined in the underlying credit agreement, of 5.00 to 1.00, which can generally be increased to 5.50 to 1.00 during a Specified Acquisition Period. Our Leverage Ratio was 3.31 to 1.00 at December 31, 2023, as calculated in accordance with the credit agreement.

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 Transwestern

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.

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 specified net leverage ratio and interest coverage ratio.

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Covenants Related to USAC

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

•make certain loans or investments;

•incur additional indebtedness or guarantee other indebtedness;

•enter into transactions with affiliates;

•merge or consolidate;

•sell our assets; and

•make certain acquisitions.

The USAC Credit Facility is also subject to the following financial covenants, including covenants requiring USAC to maintain:

•a minimum EBITDA to interest coverage ratio;

•a ratio of total secured indebtedness to EBITDA within a specified range; and

•a maximum funded debt to EBITDA ratio.

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 and our subsidiaries were in compliance with all requirements, tests, limitations, and covenants related to our debt agreements as of December 31, 2023.