EX-10.1



 Exhibit 10.1 

Execution Version 

LIMITED WAIVER TO CREDIT AGREEMENT 

This Limited Waiver to Credit Agreement (this “Limited Waiver”) is entered into effective as of the 31st day of
January, 2017 (the “Effective Date”), by and among Sunoco LP, a Delaware limited partnership (“Borrower”), Bank of America, N.A., as Administrative Agent (in such capacity, the
“Administrative Agent”), Swingline Lender and an LC Issuer, and the financial institutions parties hereto as Lenders (“Lenders”). 

W I T N E S S E T H 

WHEREAS, Borrower, Administrative Agent and the Lenders are parties to that certain Credit Agreement, dated as of September 25, 2014 (as
amended by that certain First Amendment to Credit Agreement and Increase Agreement dated as of as April 10, 2015, that certain Second Amendment to Credit Agreement, dated as of December 2, 2015, that certain Third Amendment to Credit
Agreement, dated as of August 1, 2016, and that certain Fourth Amendment to Credit Agreement, dated as of December 21, 2016 and as otherwise amended, restated, supplemented or modified prior to the date hereof, the “Existing
Credit Agreement” and the Existing Credit Agreement, as modified by this Limited Waiver, the “Credit Agreement”) (unless otherwise defined herein, all terms used herein with their initial letter capitalized shall
have the meaning given such terms in the Credit Agreement); 
 WHEREAS, Borrower has advised Administrative Agent and the Lenders that
(a) beginning with the Compliance Certificate for the Fiscal Quarter ending September 30, 2014, it miscalculated the amount of its Consolidated EBITDA (and as a result its Leverage Ratio) as set forth in each of the Compliance Certificates
delivered under the Credit Agreement to date (collectively, the “Miscalculations”) and (b) as a result of the Miscalculation in the Compliance Certificate for the Fiscal Quarter ending September 30, 2016,
incremental interest should have been paid on the Loans because a higher Leverage Ratio should have applied from December 21, 2016 for each Interest Payment Date arising on or before the date of the next Compliance Certificate delivered
pursuant to the terms of the Credit Agreement (such period, the “Applicable Period” and the failure to have paid any such incremental interest (the “Incremental Accrued Interest”) during such period,
the “Incremental Accrued Interest Breach”); 
 WHEREAS, Borrower has requested that Administrative Agent and the
Lenders constituting at least the Majority Lenders waive the Miscalculations, the Incremental Accrued Interest Breach and any and all Defaults or Events of Defaults due to the Miscalculations or the Incremental Accrued Interest Breach, in either
case, on or before the Effective Date (including as a result of the existence or non-existence of any Default or Event of Default during the Applicable Period attributable to the Miscalculations or Incremental Accrued Interest Breach or the
inaccuracy of any representation or warranty (including any reaffirmation thereof) regarding the Miscalculations or the Incremental Accrued Interest Breach); 

WHEREAS, subject to and upon the terms and conditions set forth herein, the Lenders party hereto have agreed to enter into this Limited
Waiver; 
 NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Borrower, Administrative Agent, and the Lenders hereto hereby agree as follows: 

  
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 Section 1. Limited Waiver. In reliance on the representations, warranties, covenants and
agreements contained in this Limited Waiver, subject to the terms and conditions precedent set forth in Section 2 hereof, the Administrative Agent and the Lenders hereby agree that, as of the Effective Date, the Miscalculations, the
Incremental Accrued Interest Breach and any and all Defaults or Events of Default due to the Miscalculations or the Incremental Accrued Interest Breach, in either case, on or before the Effective Date (including as a result of the existence or
non-existence of any Default or Event of Default during the Applicable Period attributable to the Miscalculations or Incremental Accrued Interest Breach or the inaccuracy of any representation or warranty (including any reaffirmation thereof)
regarding the Miscalculations or the Incremental Accrued Interest Breach) are hereby waived and deemed remedied for all purposes under the Loan Documents (provided that, for the avoidance of doubt, the payment by Borrower of the Incremental Accrued
Interest is not waived by this Section 1). 
 Section 2. Conditions Precedent. The limited waiver contained in
Section 1 hereof shall be subject to the satisfaction of each of the following conditions precedent: 
 2.1
Counterparts. Administrative Agent shall have received counterparts of this Limited Waiver duly executed by Borrower, the Guarantors and Lenders constituting at least the Majority Lenders. 

2.2 Updated Calculations and Compliance Certificate. Administrative Agent shall have received (a) updated
calculations of Borrower’s Consolidated EBITDA for each quarter from (and including) the Fiscal Quarter ending September 30, 2014 and (b) an updated Compliance Certificate with respect to the Fiscal Quarter ending September 30,
2016, in each case, reflecting its correct Consolidated EBITDA and Leverage Ratio calculations for such periods. 
 2.3
Interest. Borrower shall have paid to the Administrative Agent, for the account of each Lender, the Incremental Accrued Interest and any accrued Default Rate interest with respect thereto. 

2.4 Term Loan Limited Waiver. Administrative Agent shall have received a duly executed copy of a limited waiver to the
Term Loan Facility in form and substance reasonably satisfactory to Administrative Agent; provided that a limited waiver in form and substance substantially the same as this Limited Waiver shall be deemed reasonably satisfactory to Administrative
Agent. 
 2.5 No Default. After giving effect to the limited waiver set forth in Section 1 hereof, no
Default or Event of Default shall have occurred which is continuing. 
 Section 3. Representations and Warranties of Borrower. To induce
the Lenders and Administrative Agent to enter into this Limited Waiver, Borrower hereby represents and warrants to the Lenders and Administrative Agent as follows: 

  
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 3.1 Reaffirmation of Existing Representations and Warranties. After giving
effect to the limited waiver set forth in Section 1 hereof, each representation and warranty of Borrower contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects (except to the extent
that such representations and warranties are qualified by materiality, in which case such representations and warranties are true and correct in all respects) on the date hereof, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties
were true and correct in all respects) as of such earlier date. 
 3.2 No Default or Event of Default. After giving
effect to the limited waiver set forth in Section 1 hereof, no Default or Event of Default has occurred which is continuing. 

3.3 Acknowledgment of No Defenses. As of the Effective Date, to the knowledge of Borrower, Borrower has no defense to
(a) Borrower’s obligation to pay the Obligations when due, or (b) the validity, enforceability or binding effect against Borrower or any Loan Party of the Credit Agreement or any of the other Loan Documents (to the extent a party
thereto) or any Liens intended to be created thereby. 
 Section 4. Miscellaneous. 

4.1 Reaffirmation of Loan Documents. Any and all of the terms and provisions of the Credit Agreement and the Loan
Documents shall, except as modified hereby, remain in full force and effect. The limited waiver contemplated hereby shall not limit or impair any Lien securing the Obligations, each of which is hereby ratified and affirmed. The execution, delivery
and effectiveness of this Limited Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or Administrative Agent under any of the Loan Documents, nor, except as expressly provided in
Section 1 hereof, constitute a waiver or amendment of any provision of any of the Loan Documents. 
 4.2 Limited
Waiver. The limited waiver granted in Section 1 hereof is a one time waiver limited solely to the Miscalculations, the Incremental Accrued Interest Breach and any and all Defaults or Events of Default arising therefrom on
or prior to the Effective Date, and nothing contained herein shall be deemed a consent to, or waiver of, any other Default or Event of Default or action or inaction of Borrower, any Guarantor or any of Borrower’s Subsidiaries which constitutes
(or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document. Neither the Lenders nor Administrative Agent shall be obligated to grant any future waivers, consents or amendments with respect to any other
provision of the Credit Agreement or any other Loan Document. Nothing contained herein shall constitute any course of dealing or other basis for altering any obligation of Borrower or any right, privilege or remedy of Administrative Agent or the
Lenders under the Credit Agreement or the other Loan Documents. 
 4.3 Parties in Interest. All of the terms and
provisions of this Limited Waiver shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 

  
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 4.4 Counterparts. This Limited Waiver may be executed in counterparts,
including, without limitation, by electronic signature, and all parties need not execute the same counterpart. Facsimiles or other electronic transmissions (e.g. .pdfs) of such executed counterparts shall be effective as originals. 

4.5 Complete Agreement. THIS LIMITED WAIVER, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES. 

4.6 Headings. The headings, captions and arrangements used in this Limited Waiver are, unless specified otherwise, for
convenience only and shall not be deemed to limit, amplify or modify the terms of this Limited Waiver, nor affect the meaning thereof. 
 4.7
Effectiveness. This Limited Waiver shall be effective automatically and without necessity of any further action by Borrower, Administrative Agent or the Lenders when counterparts hereof have been executed by Borrower, Guarantors
and the Majority Lenders, and all conditions to the effectiveness hereof set forth herein have been satisfied. 
 4.8 Governing
Law. THIS LIMITED WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 4.9
Modification. On and after the Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean
and be a reference to the Credit Agreement, as modified by this Limited Waiver. This Limited Waiver constitutes a Loan Document. 
 4.10
Release of Claims and Waiver of Defenses. In further consideration of Administrative Agent’s and the Majority Lenders’ execution of this Limited Waiver, Borrower, on behalf of itself and its successors, assigns, affiliates,
officers, directors, employees and agents hereby forever, fully, unconditionally and irrevocably waives and releases Administrative Agent, the Lenders and their respective successors, assigns, parents, subsidiaries, affiliates, officers, directors,
employees and agents (collectively, the “Releasees”) from any and all claims, liabilities, obligations, debts, causes of action (whether at law or in equity or otherwise), defenses, counterclaims, setoffs, of any kind, whether known
or unknown, whether liquidated or unliquidated, matured or unmatured, fixed or contingent, directly or indirectly arising out of, connected with, resulting from or related to any act or omission by Administrative Agent, any Lender or any other
Releasee with respect to the Loan Documents and any Collateral occurring on or before the date of this Limited Waiver. 
 [Signature Pages to
Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Limited Waiver to be duly executed by
their respective authorized officers on the date and year first above written. 
  

			
	SUNOCO LP
		
	By:	 	SUNOCO GP LLC, its General Partner
		
	By:	 	/s/ Thomas R. Miller
	Name:	 	Thomas R. Miller
	Title:	 	Chief Financial Officer



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	BANK OF AMERICA, N.A.,
	as an LC Issuer, Swingline Lender and a Lender
		
	By:	 	/s/ Adam H. Fey
	Name:	 	Adam H. Fey
	Title:	 	Director
	
	 BANK OF AMERICA, N.A.,
 as
Administrative Agent

		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	BANK OF AMERICA, N.A.,
	as an LC Issuer, Swingline Lender and a Lender
		
	By:	 	 
	Name:	 	 
	Title:	 	 
	
	 BANK OF AMERICA, N.A.,
 as
Administrative Agent

		
	By:	 	/s/ Denise Jones
	Name:	 	Denise Jones
	Title:	 	Assistant Vice President



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	WELLS FARGO BANK, N.A.,
	as an LC Issuer and a Lender
		
	By:	 	/s/ Nathan Starr
	Name:	 	Nathan Starr
	Title:	 	Vice President



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	COMPASS BANK,
	as a Lender
		
	By:	 	/s/ Blake Kirshman
	Name:	 	Blake Kirshman
	Title:	 	Senior Vice President



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	THE BANK OF TOKYO-MITSUBISHI UFJ LTD.,
	as a Lender
		
	By:	 	/s/ Sherwin Brandford
	Name:	 	Sherwin Brandford
	Title:	 	Director



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	DNB CAPITAL LLC,
	as a Lender
		
	By:	 	/s/ Joe Hykle
	Name:	 	Joe Hykle
	Title:	 	Senior Vice President
	
	 DNB CAPITAL LLC,
 as a
Lender

		
	By:	 	/s/ Jodie Gildersleeve
	Name:	 	Jodie Gildersleeve
	Title:	 	Vice President



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	BARCLAYS BANK PLC,
	as a Lender
		
	By:	 	/s/ Christopher Aitkin
	Name:	 	Christopher Aitkin
	Title:	 	Assistant Vice President



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	CITIBANK, N.A.,
	as a Lender
		
	By:	 	/s/ Michael Zeller
	Name:	 	Michael Zeller
	Title:	 	Vice President



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
	as a Lender
		
	By:	 	/s/ Nupur Kumar
	Name:	 	Nupur Kumar
	Title:	 	Authorized Signatory
		
	By:	 	/s/ Warren Van Heyst
	Name:	 	Warren Van Heyst
	Title:	 	Authorized Signatory



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	DEUTSCHE BANK AG NEW YORK BRANCH,
	as a Lender
		
	By:	 	/s/ Chris Chapman
	Name:	 	Chris Chapman
	Title:	 	Director
		
	By:	 	/s/ Susana Fornies
	Name:	 	Susana Fornies
	Title:	 	Assistant Vice President



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	GOLDMAN SACHS BANK USA,
	as a Lender
		
	By:	 	/s/ Ushma Dedhiya
	Name:	 	Ushma Dedhiya
	Title:	 	Authorized Signatory



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	JPMORGAN CHASE BANK, N.A.,
	as a Lender
		
	By:	 	/s/ Stephanie Balette
	Name:	 	Stephanie Balette
	Title:	 	Authorized Officer



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	MIZUHO BANK, LTD.,
	as a Lender
		
	By:	 	/s/ Leon Mo
	Name:	 	Leon Mo
	Title:	 	Authorized Signatory



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	MORGAN STANLEY BANK, N.A.,
	as a Lender
		
	By:	 	/s/ Patrick Layton
	Name:	 	Patrick Layton
	Title:	 	Authorized Signatory



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	MORGAN STANLEY BANK, N.A.,
	as a Lender
		
	By:	 	/s/ Patrick Layton
	Name:	 	Patrick Layton
	Title:	 	Authorized Signatory



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	MORGAN STANLEY SENIOR FUNDING, INC.,
	as a Lender
		
	By:	 	/s/ Patrick Layton
	Name:	 	Patrick Layton
	Title:	 	Vice President



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	PNC BANK, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	/s/ Kyle T. Helfrich
	Name:	 	Kyle T. Helfrich
	Title:	 	Assistant Vice President



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	ROYAL BANK OF CANADA,
	as a Lender
		
	By:	 	/s/ Mark Lumpkin, Jr.
	Name:	 	Mark Lumpkin, Jr.
	Title:	 	Authorized Signatory



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	SUMITOMO MITSUI BANKING CORPORATION,
	as a Lender
		
	By:	 	/s/ James D. Weinstein
	Name:	 	James D. Weinstein
	Title:	 	Managing Director



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	SUNTRUST BANK,
	as a Lender
		
	By:	 	/s/ Carmen Malizia
	Name:	 	Carmen Malizia
	Title:	 	Director



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	U.S. BANK NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	/s/ Patrick Jeffrey
	Name:	 	Patrick Jeffrey
	Title:	 	Vice President



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	BMO HARRIS FINANCING, INC.,
	as a Lender
		
	By:	 	/s/ Matthew Davis
	Name:	 	Matthew Davis
	Title:	 	Vice President



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	BNP PARIBAS,
	as a Lender
		
	By:	 	/s/ Joe Onischuk
	Name:	 	Joe Onischuk
	Title:	 	Managing Director
		
	By:	 	/s/ Charles Hill
	Name:	 	Charles Hill
	Title:	 	Director



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	CREDIT AGRICOLE CORPORATE & INVESTMENT BANK,
	as a Lender
		
	By:	 	/s/ Dixon Schultz
	Name:	 	Dixon Schultz
	Title:	 	Managing Director
		
	By:	 	/s/ Michael Willis
	Name:	 	Michael Willis
	Title:	 	Managing Director



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	ING CAPITAL LLC,
	as a Lender
		
	By:	 	/s/ Subha Pasumarti
	Name:	 	Subha Pasumarti
	Title:	 	Managing Director
		
	By:	 	/s/ Tanja van der Woude
	Name:	 	Tanja van der Woude
	Title:	 	Director



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	UBS AG, STAMFORD BRANCH,
	as a Lender
		
	By:	 	/s/ Houssem Daly
	Name:	 	Houssem Daly
	Title:	 	Associate Director
		
	By:	 	/s/ Darlene Arias
	Name:	 	Darlene Arias
	Title:	 	Director



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	TORONTO DOMINION (TEXAS) LLC,
	as a Lender
		
	By:	 	/s/ Lexanne Cooper
	Name:	 	Lexanne Cooper
	Title:	 	Authorized Signatory



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	NATIXIS, NEW YORK BRANCH,
	as a Lender
		
	By:	 	/s/ Brice Le Foyer
	Name:	 	Brice Le Foyer
	Title:	 	Director
		
	By:	 	/s/ Ajay Prakash
	Name:	 	Ajay Prakash
	Title:	 	Vice President



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 Each of the undersigned Guarantors (i) consents and agrees to this Limited Waiver, and
(ii) agrees that the Loan Documents to which it is a party (including, without limitation, the Guaranty Agreement, dated as of September 25, 2014, each as amended, modified or supplemented) shall remain in full force and effect and shall
continue to be the legal, valid and binding obligation of the undersigned, enforceable against it in accordance with its terms. 
  

			
	CONSENTED, ACKNOWLEDGED AND AGREED TO BY:
	
	SUSSER PETROLEUM OPERATING COMPANY LLC
	SUSSER PETROLEUM PROPERTY COMPANY LLC
	SUSSER HOLDINGS CORPORATION
	SUNOCO FINANCE CORP.
		
	By:	 	/s/ Thomas R. Miller
	Name:	 	Thomas R. Miller
	Title:	 	Chief Financial Officer
	
	STRIPES HOLDINGS LLC
	SUSSER HOLDINGS, L.L.C.
	STRIPES LLC
		
	By:	 	/s/ Thomas R. Miller
	Name:	 	Thomas R. Miller
	Title:	 	Chief Financial Officer
	
	MID-ATLANTIC CONVENIENCE STORES, LLC
	SOUTHSIDE OIL, LLC
	MACS RETAIL LLC
		
	By:	 	/s/ Thomas R. Miller
	Name:	 	Thomas R. Miller
	Title:	 	Chief Financial Officer



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP 








 
			
	ALOHA PETROLEUM LLC
		
	By:	 	/s/ Thomas R. Miller
	Name:	 	Thomas R. Miller
	Title:	 	Chief Financial Officer
	
	ALOHA PETROLEUM, LTD.
		
	By:	 	/s/ Thomas R. Miller
	Name:	 	Thomas R. Miller
	Title:	 	Chief Financial Officer
	
	SUNOCO RETAIL, LLC
		
	By:	 	/s/ Thomas R. Miller
	Name:	 	Thomas R. Miller
	Title:	 	Chief Financial Officer
	
	SUNOCO, LLC
		
	By:	 	/s/ Thomas R. Miller
	Name:	 	Thomas R. Miller
	Title:	 	Chief Financial Officer
	
	ALLIED ENERGY COMPANY LLC
	DIRECT FUELS LLC
	ALLIED RENEWABLE ENERGY, LLC
	EMERGE ENERGY DISTRIBUTORS INC.
	SUNMARKS, LLC
	SUSSER PETROLEUM COMPANY LLC
	STRIPES NO. 1009 LLC
		
	By:	 	/s/ Thomas R. Miller
	Name:	 	Thomas R. Miller
	Title:	 	Chief Financial Officer



  
 SIGNATURE
PAGE TO LIMITED CONSENT TO CREDIT AGREEMENT 

SUNOCO LP