EX-10.1



 Exhibit 10.1 
  





 
 January 8, 2018 
 7-Eleven, Inc. 
 SEI Fuel Services, Inc. 

3200 Hackberry Road 
 Irving, Texas 75063 

Attn: Ian Williams 
 Re: Extension of End Date 

Dear Mr. Williams: 
 Reference is made to
that certain Asset Purchase Agreement, dated April 6, 2017, by and among Susser Petroleum Property Company LLC, a Delaware limited liability company (“PropCo”), Sunoco Retail LLC, a Pennsylvania limited liability company
(“Sunoco Retail”), Stripes LLC, a Texas limited liability company (“Stripes”), Town & Country Food Stores, Inc., a Texas corporation (“Town &
Country”) and MACS Retail LLC, a Virginia limited liability company (“MACS,” and, together with PropCo, Sunoco Retail, Stripes and Town & Country, referred to herein collectively as
“Sellers,” and each, individually, as a “Seller”), 7-Eleven, Inc., a Texas corporation
(“7-Eleven”) and SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven (“SEI Fuel,”
and, together with 7-Eleven, referred to herein collectively as “Buyers,” and each, individually, as a “Buyer”) and Sunoco Finance Corp., a Delaware
corporation, Sunoco, LLC, a Delaware limited liability company and Sunoco LP, a Delaware limited partnership, solely for the purposes set forth therein (as may be amended, the “Purchase Agreement”). Capitalized terms used
herein but not otherwise defined shall have the meanings ascribed to such terms in the Purchase Agreement. 
 For good and valuable
consideration, the receipt of which is hereby acknowledged, Buyers and Sellers hereby agree as follows: 

1.    Pursuant to Section 11.4 of the Purchase Agreement, Section 10.1(b) of the Purchase Agreement is hereby
amended and restated in its entirety to read as follows: 
 “(b)    By Buyers or Sellers, by written notice given
before the Closing, if the Closing has not occurred on or before January 24, 2018; provided, however, that such date may be extended to a later date on which Buyers and Sellers may mutually agree to in writing;” 

2.    The provisions of the Purchase Agreement set forth in Sections 11.2, 11.3, 11.4, 11.6, 11.8, 11.9, 11.10, 11.13,
11.15, 11.16, 11.18 and 11.19 shall apply mutatis mutandis to this letter agreement. 
 [Signature Pages Follow] 







 If the foregoing accurately reflects our understanding regarding the subject matters discussed in
this letter agreement, please so indicate by executing this letter agreement where indicated below. 
  

			
	Very truly yours,
	
	SUSSER PETROLEUM PROPERTY COMPANY LLC
		
	By:	 	 /s/ Joseph Kim

	Name:	 	Joseph Kim
	Title:	 	President & Chief Executive Officer
	
	SUNOCO RETAIL LLC
		
	By:	 	 /s/ Joseph Kim

	Name:	 	Joseph Kim
	Title:	 	President & Chief Executive Officer
	
	TOWN & COUNTRY FOOD STORES, INC.
		
	By:	 	 /s/ Arnold Dodderer

	Name:	 	Arnold Dodderer
	Title:	 	General Counsel & Secretary
	
	STRIPES LLC
		
	By:	 	 /s/ Joseph Kim

	Name:	 	Joseph Kim
	Title:	 	President & Chief Executive Officer
	
	MACS RETAIL LLC
		
	By:	 	 /s/ Joseph Kim

	Name:	 	Joseph Kim
	Title:	 	President & Chief Executive Officer



  
 SIGNATURE
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 SIDE LETTER 









			
	AGREED AND ACCEPTED:
	
	7-ELEVEN, INC.
		
	By:	 	 /s/ Bentley Tison

	Name:	 	Bentley Tison
	Title:	 	Senior Vice President Acquisition Integration
	
	SEI FUEL SERVICES, INC.
		
	By:	 	 /s/ Bentley Tison

	Name:	 	Bentley Tison
	Title:	 	Senior Vice President Acquisition Integration


  
 SIGNATURE
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 SIDE LETTER