EX-4.1


 Exhibit 4.1 

 
  

SUNOCO LP, 
 SUNOCO FINANCE CORP.

 and 
 EACH OF THE GUARANTORS
PARTY HERETO 
 4.875% SENIOR NOTES DUE 2023 

5.500% SENIOR NOTES DUE 2026 

5.875% SENIOR NOTES DUE 2028 
  

 
 INDENTURE 

Dated as of January 23, 2018 
  

 
 U.S. BANK
NATIONAL ASSOCIATION, 
 Trustee 
  

 
  






 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture Act Section
	  	 Indenture Section

	 310 (a)(1)
	  	7.10
	 (a)(2)
	  	7.10
	 (a)(3)
	  	N.A.
	 (a)(4)
	  	N.A.
	 (a)(5)
	  	7.10
	 (b)
	  	7.10
	 (c)
	  	N.A.
	 311 (a)
	  	7.11
	 (b)
	  	7.11
	 (c)
	  	N.A.
	 312 (a)
	  	2.05
	 (b)
	  	12.03
	 (c)
	  	12.03
	 313 (a)
	  	7.06
	 (b)(1)
	  	N.A.
	 (b)(2)
	  	7.06; 7.07
	 (c)
	  	7.06; 12.02
	 (d)
	  	7.06
	 314 (a)
	  	4.03; 12.02; 12.05
	 (b)
	  	N.A.
	 (c)(1)
	  	12.04
	 (c)(2)
	  	12.04
	 (c)(3)
	  	N.A.
	 (d)
	  	N.A.
	 (e)
	  	12.05
	 (f)
	  	N.A.
	 315 (a)
	  	7.01
	 (b)
	  	7.05; 12.02
	 (c)
	  	7.01
	 (d)
	  	7.01
	 (e)
	  	6.11
	 316 (a)(last sentence)
	  	2.09
	 (a)(1)(A)
	  	6.05
	 (a)(1)(B)
	  	6.04
	 (a)(2)
	  	N.A.
	 (b)
	  	6.07
	 (c)
	  	2.12
	 317 (a)(1)
	  	6.08
	 (a)(2)
	  	6.09
	 (b)
	  	2.04
	 318 (a)
	  	12.01
	 (b)
	  	N.A.
	 (c)
	  	12.01

  
 N.A. means
not applicable. 

	*	This Cross Reference Table is not part of the Indenture. 







 TABLE OF CONTENTS 
  

 

							
	 	 	 	  	Page	 
	ARTICLE 1	 
	
	DEFINITIONS AND INCORPORATION BY REFERENCE	 
			
	 Section 1.01
	 	Definitions	  	 	1	 
	 Section 1.02
	 	Other Definitions	  	 	25	 
	 Section 1.03
	 	Incorporation by Reference of Trust Indenture Act	  	 	26	 
	 Section 1.04
	 	Rules of Construction	  	 	26	 
	
	 ARTICLE 2
	  

	
	 THE NOTES
	  

	 Section 2.01
	 	Form and Dating	  	 	27	 
	 Section 2.02
	 	Execution and Authentication	  	 	27	 
	 Section 2.03
	 	Registrar and Paying Agent	  	 	28	 
	 Section 2.04
	 	Paying Agent to Hold Money in Trust	  	 	28	 
	 Section 2.05
	 	Holder Lists	  	 	28	 
	 Section 2.06
	 	Transfer and Exchange	  	 	29	 
	 Section 2.07
	 	Replacement Notes	  	 	39	 
	 Section 2.08
	 	Outstanding Notes	  	 	40	 
	 Section 2.09
	 	Treasury Notes	  	 	40	 
	 Section 2.10
	 	Temporary Notes	  	 	40	 
	 Section 2.11
	 	Cancellation	  	 	40	 
	 Section 2.12
	 	Defaulted Interest	  	 	41	 
	
	 ARTICLE 3
	  

	
	 REDEMPTION AND REPURCHASE
	  

			
	 Section 3.01
	 	Notices to Trustee	  	 	41	 
	 Section 3.02
	 	Selection of Notes to Be Redeemed	  	 	41	 
	 Section 3.03
	 	Notice of Redemption	  	 	42	 
	 Section 3.04
	 	Effect of Notice of Redemption	  	 	42	 
	 Section 3.05
	 	Deposit of Redemption Price	  	 	43	 
	 Section 3.06
	 	Notes Redeemed or Purchased in Part	  	 	43	 
	 Section 3.07
	 	Optional Redemption	  	 	43	 
	 Section 3.08
	 	Special Mandatory Redemption	  	 	45	 
	 Section 3.09
	 	Offer to Purchase by Application of Excess Proceeds	  	 	46	 
	
	 ARTICLE 4
	  

	
	 COVENANTS
	  

			
	 Section 4.01
	 	Payment of Notes	  	 	47	 
	 Section 4.02
	 	Maintenance of Office or Agency	  	 	48	 
	 Section 4.03
	 	Reports	  	 	48	 


  
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	 	 	 	  	Page	 
	 Section 4.04
	 	Compliance Certificate	  	 	49	 
	 Section 4.05
	 	Taxes	  	 	50	 
	 Section 4.06
	 	Stay, Extension and Usury Laws	  	 	50	 
	 Section 4.07
	 	Restricted Payments	  	 	50	 
	 Section 4.08
	 	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	  	 	53	 
	 Section 4.09
	 	Incurrence of Indebtedness and Issuance of Disqualified Equity	  	 	55	 
	 Section 4.10
	 	Asset Sales	  	 	58	 
	 Section 4.11
	 	Transactions with Affiliates	  	 	59	 
	 Section 4.12
	 	Liens	  	 	61	 
	 Section 4.13
	 	Limitations on Finance Corp. Activities	  	 	61	 
	 Section 4.14
	 	Offer to Repurchase Upon Change of Control	  	 	61	 
	 Section 4.15
	 	Additional Guarantees	  	 	63	 
	 Section 4.16
	 	Designation of Restricted and Unrestricted Subsidiaries	  	 	64	 
	 Section 4.17
	 	Termination of Covenants	  	 	64	 
	
	 ARTICLE 5
	  

	
	 SUCCESSORS
	  

			
	 Section 5.01
	 	Merger, Consolidation or Sale of Assets	  	 	65	 
	 Section 5.02
	 	Successor Person Substituted	  	 	67	 
	
	 ARTICLE 6
	  

	
	 DEFAULTS AND REMEDIES
	  

			
	 Section 6.01
	 	Events of Default	  	 	67	 
	 Section 6.02
	 	Acceleration	  	 	69	 
	 Section 6.03
	 	Other Remedies	  	 	69	 
	 Section 6.04
	 	Waiver of Past Defaults	  	 	70	 
	 Section 6.05
	 	Control by Majority	  	 	70	 
	 Section 6.06
	 	Limitation on Suits	  	 	70	 
	 Section 6.07
	 	Rights of Holders of Notes to Receive Payment	  	 	70	 
	 Section 6.08
	 	Collection Suit by Trustee	  	 	71	 
	 Section 6.09
	 	Trustee May File Proofs of Claim	  	 	71	 
	 Section 6.10
	 	Priorities	  	 	71	 
	 Section 6.11
	 	Undertaking for Costs	  	 	72	 
	
	 ARTICLE 7
	  

	
	 TRUSTEE
	  

			
	 Section 7.01
	 	Duties of Trustee	  	 	72	 
	 Section 7.02
	 	Rights of Trustee	  	 	73	 
	 Section 7.03
	 	Individual Rights of Trustee	  	 	74	 
	 Section 7.04
	 	Trustee’s Disclaimer	  	 	74	 
	 Section 7.05
	 	Notice of Defaults	  	 	74	 
	 Section 7.06
	 	Reports by Trustee to Holders of the Notes	  	 	74	 
	 Section 7.07
	 	Compensation and Indemnity	  	 	75	 
	 Section 7.08
	 	Replacement of Trustee	  	 	75	 


  
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	 	 	 	  	Page	 
	 Section 7.09
	 	Successor Trustee by Merger, etc.	  	 	76	 
	 Section 7.10
	 	Eligibility; Disqualification	  	 	76	 
	 Section 7.11
	 	Preferential Collection of Claims Against the Issuers	  	 	77	 
	 Section 7.12
	 	Force Majeure	  	 	77	 
	 Section 7.13
	 	U.S.A. PATRIOT Act	  	 	77	 
	
	 ARTICLE 8
	  

	
	 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  

			
	 Section 8.01
	 	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	77	 
	 Section 8.02
	 	Legal Defeasance and Discharge	  	 	77	 
	 Section 8.03
	 	Covenant Defeasance	  	 	78	 
	 Section 8.04
	 	Conditions to Legal or Covenant Defeasance	  	 	79	 
	 Section 8.05
	 	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	  	 	80	 
	 Section 8.06
	 	Repayment to the Issuers	  	 	80	 
	 Section 8.07
	 	Reinstatement	  	 	80	 
	
	 ARTICLE 9
	  

	
	 AMENDMENT, SUPPLEMENT AND WAIVER
	  

			
	 Section 9.01
	 	Without Consent of Holders of Notes	  	 	81	 
	 Section 9.02
	 	With Consent of Holders of Notes	  	 	82	 
	 Section 9.03
	 	Compliance with Trust Indenture Act	  	 	83	 
	 Section 9.04
	 	Revocation and Effect of Consents	  	 	83	 
	 Section 9.05
	 	Notation on or Exchange of Notes	  	 	83	 
	 Section 9.06
	 	Trustee to Sign Amendments, etc.	  	 	84	 
	
	 ARTICLE 10
	  

	
	 NOTE GUARANTEES
	  

			
	 Section 10.01
	 	Guarantee	  	 	84	 
	 Section 10.02
	 	Limitation on Guarantor Liability	  	 	85	 
	 Section 10.03
	 	Execution and Delivery of Note Guarantee	  	 	85	 
	 Section 10.04
	 	Guarantors May Consolidate, etc., on Certain Terms	  	 	86	 
	 Section 10.05
	 	Releases	  	 	86	 
	
	 ARTICLE 11
	  

	
	 SATISFACTION AND DISCHARGE
	  

			
	 Section 11.01
	 	Satisfaction and Discharge	  	 	87	 
	 Section 11.02
	 	Application of Trust Money	  	 	88	 


  
 -iii- 








							
	 	 	 	  	Page	 
	 ARTICLE 12
	  

	
	 MISCELLANEOUS
	  

			
	 Section 12.01
	 	Trust Indenture Act Controls	  	 	89	 
	 Section 12.02
	 	Notices	  	 	89	 
	 Section 12.03
	 	Communication by Holders of Notes with Other Holders of Notes	  	 	90	 
	 Section 12.04
	 	Certificate and Opinion as to Conditions Precedent	  	 	90	 
	 Section 12.05
	 	Statements Required in Certificate or Opinion	  	 	91	 
	 Section 12.06
	 	Rules by Trustee and Agents	  	 	91	 
	 Section 12.07
	 	No Personal Liability of Directors, Officers, Employees and Stockholders	  	 	91	 
	 Section 12.08
	 	Governing Law	  	 	91	 
	 Section 12.09
	 	No Adverse Interpretation of Other Agreements	  	 	91	 
	 Section 12.10
	 	Successors	  	 	91	 
	 Section 12.11
	 	Severability	  	 	92	 
	 Section 12.12
	 	Counterpart Originals	  	 	92	 
	 Section 12.13
	 	Evidence of Action by Holders	  	 	92	 
	 Section 12.14
	 	Table of Contents, Headings, etc.	  	 	92	 

 EXHIBITS 
  

			
	 Exhibit A1
	  	 FORM OF 2023 NOTE

	 Exhibit A2
	  	 FORM OF 2026 NOTE

	 Exhibit A3
	  	 FORM OF 2028 NOTE

	 Exhibit B
	  	 FORM OF CERTIFICATE OF TRANSFER

	 Exhibit C
	  	 FORM OF CERTIFICATE OF EXCHANGE

	 Exhibit D
	  	 FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

	 Exhibit E
	  	 FORM OF NOTATION OF GUARANTEE

	 Exhibit F
	  	 FORM OF SUPPLEMENTAL INDENTURE


  

  
 -iv- 







 This INDENTURE, dated as of January 23, 2018, is among SUNOCO LP, a Delaware limited
partnership (“Sunoco LP”), SUNOCO FINANCE CORP., a Delaware corporation (“Finance Corp.” and, together with Sunoco LP, the “Issuers”), the Guarantors (as defined herein) and U.S. Bank National Association, as trustee
(the “Trustee”). 
 The Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal
and ratable benefit of the Holders (as defined herein) of the Issuers’ 4.875% Senior Notes due 2023 (the “2023 Notes”), 5.500% Senior Notes due 2026 (the “2026 Notes”) and 5.875% Senior Notes due 2028 (the “2028
Notes” and, together with the 2023 Notes and the 2026 Notes, the “Notes”): 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01 Definitions. 

“144A Global Note” means, with respect to each series of Notes, a Global Note substantially in the form of Exhibit A1,
Exhibit A2 or Exhibit A3 hereto, as applicable, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a
denomination equal to the outstanding principal amount of the Notes of that series sold in reliance on Rule 144A. 
 “2023 Notes”
has the meaning assigned to such term in the preamble to this Indenture. 
 “2023 Notes Issue Date” means April 1, 2015, the
date of original issue of the Issuers’ 6.375% senior notes due 2023. 
 “2026 Notes” has the meaning assigned to such term in
the preamble to this Indenture. 
 “2028 Notes” has the meaning assigned to such term in the preamble to this Indenture. 

“7-Eleven” means 7-Eleven, Inc., a Texas
corporation. 
 “7-Eleven Asset Purchase Agreement” means the Asset Purchase Agreement
dated April 6, 2017 among Sunoco LP, 7-Eleven and SEI Fuel Services, Inc., a Texas corporation and wholly owned subsidiary of 7-Eleven. 

“7-Eleven Transaction” means the sale or other disposition by Sunoco LP and its direct and
indirect Subsidiaries, including Susser Petroleum Property Company LLC, Sunoco Retail LLC, Stripes LLC, Town & Country Food Stores, Inc. and MACS Retail LLC, of approximately 1,112 company-operated retail fuel outlets, together with
ancillary businesses and related assets, pursuant to the 7-Eleven Asset Purchase Agreement. 

“Acquired Debt” means, with respect to any specified Person: 

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or becomes a Subsidiary of
such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person, but excluding Indebtedness which is
extinguished, retired or repaid in connection with such Person merging with or becoming a Subsidiary of such specified Person; and 






 (2) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person. 
 “Additional Interest” means all additional interest then owing pursuant to a Registration Rights Agreement.

 “Additional Notes” means, with respect to each series of Notes, additional Notes (other than the Initial Notes or Exchange
Notes of that series) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as such Initial Notes. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes
of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. 

“Agent” means any Registrar or Paying Agent. 

“Applicable Premium” means with respect to any Note at the time of computation, an amount equal to the greater of: 

(1) 1.0% of the principal amount of the Note; or 

(2) the excess, if any, of: 

(a) the present value at such time of (i) the redemption price of the Note at January 15, 2020 (in the case of the
2023 Notes), February 15, 2021 (in the case of the 2026 Notes) or March 15, 2023 (in the case of the 2028 Notes) (such redemption price being set forth in Section 3.07(b) hereof) plus (ii) all required
interest payments due on the Note through January 15, 2020 (in the case of the 2023 Notes), February 15, 2021 (in the case of the 2026 Notes) or March 15, 2023 (in the case of the 2028 Notes) (in each case excluding accrued but unpaid
interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such time plus 50 basis points; over 

(b) the principal amount of the Note. 

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules
and procedures of the Depositary, Euroclear Bank SA/NV, as operator of the Euroclear System, and Clearstream Banking, société anonyme, that apply to such transfer or exchange. 

“Asset Sale” means: 

(1) the sale, lease, conveyance or other disposition of any properties or assets; provided, however, that the
sale, lease, conveyance or other disposition of all or substantially all of the properties or assets of Sunoco LP and its Subsidiaries taken as a whole will be governed by Section 4.14 hereof and/or
Section 5.01 hereof and not by Section 4.10 hereof; and 

  
 2 







 (2) the issuance of Equity Interests in any of Sunoco LP’s Restricted
Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries. 
 Notwithstanding the preceding, none of the following
items will be deemed to be an Asset Sale: 
 (1) any single transaction or series of related transactions that involves
properties or assets having a Fair Market Value of less than $35.0 million; 
 (2) a transfer of properties or assets
between or among Sunoco LP and its Restricted Subsidiaries; 
 (3) an issuance or sale of Equity Interests by a Restricted
Subsidiary of Sunoco LP to Sunoco LP or to a Restricted Subsidiary of Sunoco LP; 
 (4) the sale or lease of products,
services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete properties or assets in the ordinary course of business; 

(5) the sale or other disposition of cash or Cash Equivalents, Hedging Obligations or other financial instruments in the
ordinary course of business; 
 (6) a Restricted Payment that does not violate Section 4.07 hereof
or a Permitted Investment; 
 (7) any trade or exchange by Sunoco LP or any Restricted Subsidiary of Sunoco LP of properties
or assets of any type for properties or assets of any type owned or held by another Person, including any disposition of some but not all of the Equity Interests of a Restricted Subsidiary of Sunoco LP in exchange for assets or properties and after
which the Person whose Equity Interests have been so disposed of continues to be a Restricted Subsidiary; provided that the Fair Market Value of the properties or assets traded or exchanged by Sunoco LP or such Restricted Subsidiary (together
with any cash or Cash Equivalents and liabilities assumed) is reasonably equivalent to the Fair Market Value of the properties or assets (together with any cash or Cash Equivalents and liabilities assumed) to be received by Sunoco LP or such
Restricted Subsidiary; and provided further that any cash received must be applied in accordance with Section 4.10 hereof; 

(8) the 7-Eleven Transaction; and 

(9) the creation or perfection of a Lien that is not prohibited by Section 4.12 hereof and any
disposition in connection with a Permitted Lien. 
 “Attributable Debt” in respect of a sale and leaseback transaction means, at
the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended
or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that, if
such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.” 

  
 3 







 “Available Cash” has the meaning assigned to such term in the Partnership Agreement, as
in effect on the date of this Indenture. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors. 
 “Beneficial Owner” has the meaning assigned to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that, in calculating the beneficial ownership of any particular “person” (as that term is used in
Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right
is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. 

“Board of Directors” means: 

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on
behalf of such board; 
 (2) with respect to a partnership, the board of directors or board of managers of the general
partner of the partnership, or, if such general partner is itself a limited partnership, then the board of directors or board of managers of its general partner; 

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing
members thereof; and 
 (4) with respect to any other Person, the board or committee of such Person serving a similar
function. 
 “Broker-Dealer” has the meaning attributed to the term “Participating Broker-Dealer” in the applicable
Registration Rights Agreement. 
 “Business Day” means any day other than a Legal Holiday. 

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital
lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP. 
 “Capital
Stock” means: 
 (1) in the case of a corporation, corporate stock; 

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company,
partnership interests (whether general or limited) or membership interests; and 
 (4) any other interest or participation
that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, 

  
 4 







 but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such
debt securities include any right of participation with Capital Stock. 
 “Cash Equivalents” means: 

(1) United States dollars or, in an amount up to the amount necessary or appropriate to fund local operating expenses, other
currencies; 
 (2) securities issued or directly and fully guaranteed or insured by the United States government or any
agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition; 

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $250.0 million and a Thomson Bank Watch Rating of
“B” or better; 
 (4) repurchase obligations with a term of not more than seven days for underlying securities of
the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 

(5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing
within six months after the date of acquisition; and 
 (6) money market funds at least 95% of the assets of which constitute
Cash Equivalents of the kinds described in clauses (1) through (5) of this definition. 
 “Change of Control” means, with
respect to any series of Notes, the occurrence of any of the following: 
 (1) the direct or indirect sale, lease, transfer,
conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Sunoco LP and its Subsidiaries taken as a whole to any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than a Qualified Owner, which occurrence is followed by a Ratings Decline with respect to such series of Notes within 90 days; 

(2) the adoption of a plan relating to the liquidation or dissolution of Sunoco LP or the removal of the General Partner by the
limited partners of Sunoco LP; or 
 (3) the consummation of any transaction (including any merger or consolidation), the
result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than a Qualified Owner, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the
General Partner or of Sunoco LP, measured by voting power rather than number of shares, which occurrence is followed by a Ratings Decline with respect to such series of Notes within 90 days. 

  
 5 







 Notwithstanding the preceding, a conversion of Sunoco LP from a limited partnership to a
corporation, limited liability company or other form of entity or an exchange of all of the outstanding limited partnership interests for capital stock in a corporation, for member interests in a limited liability company or for Equity Interests in
such other form of entity shall not constitute a Change of Control, so long as immediately following such conversion or exchange either (i) the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) who
Beneficially Owned the Capital Stock of Sunoco LP immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, or continue to Beneficially Own sufficient Equity Interests in
such entity to elect a majority of its directors, managers, trustees or other persons serving in a similar capacity for such entity, and, in either case no “person” (as that term is used in Section 13(d)(3) of the Exchange Act),
excluding any Qualified Owner, Beneficially Owns more than 50% of the Voting Stock of such entity or (ii) one or more Qualified Owners in the aggregate own more than 50% of the Voting Stock of such entity. 

Notwithstanding anything to the contrary in this Indenture or the Notes, the 7-Eleven Transaction or
any Qualified Retail Asset Sale shall not constitute a Change of Control. 
 “Company Order” means a written order delivered to
the Trustee by Sunoco LP and executed on its behalf by an Officer of the General Partner. 
 “Consolidated Cash Flow” means, with
respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication: 

(1) an amount equal to (i) any extraordinary loss plus (ii) any net loss realized by such Person or any of its
Restricted Subsidiaries in connection with an Asset Sale or the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries, in
each case, to the extent such losses were deducted in computing such Consolidated Net Income; plus 
 (2) provision
for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus 

(3) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued
(including amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of all payments,
if any, pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus 

(4) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that
were paid in a prior period) and other non-cash expenses, charges or losses (excluding any such non-cash expense, charge or loss to the extent that it represents an
accrual of or reserve for cash expenses, charges or losses in any future period or amortization of a prepaid cash expense, charge or loss that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent
that such depreciation, amortization and other non-cash expenses, charges or losses were deducted in computing such Consolidated Net Income; plus 

  
 6 







 (5) unrealized non-cash losses resulting
from foreign currency balance sheet adjustments required by GAAP to the extent such losses were deducted in computing such Consolidated Net Income; plus 

(6) all extraordinary or non-recurring items of gain or loss, or revenue or expense;
minus 
 (7) non-cash items increasing such Consolidated Net Income for such
period, other than the accrual of revenue in the ordinary course of business, 
 in each case, on a consolidated basis and determined in accordance with
GAAP. 
 “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of
such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: 

(1) the aggregate Net Income (but not loss) of any Person that is not a Restricted Subsidiary of the specified Person or that
is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the specified Person; 

(2) the Net Income of any Restricted Subsidiary of the specified Person will be excluded to the extent that the declaration or
payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by
operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, partners or members; 

(3) the cumulative effect of a change in accounting principles will be excluded; 

(4) unrealized losses and gains under derivative instruments included in the determination of Consolidated Net Income,
including those resulting from the application of Financial Accounting Standards Board Accounting Standards Codification (ASC) 815 will be excluded; and 

(5) any nonrecurring charges relating to any premium or penalty paid, write off of deferred finance costs or other charges in
connection with redeeming or retiring any Indebtedness prior to its Stated Maturity will be excluded. 
 “Consolidated Net Tangible
Assets” means, with respect to any Person at any date of determination, the aggregate amount of total assets included in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP less
applicable reserves reflected in such balance sheet, after (i) adding the aggregate incremental amount of total assets that would have resulted from an acquisition of assets from an Affiliate that is accounted for as a pooling had it been
accounted for using purchase accounting and (ii) deducting the following amounts: (a) all current liabilities reflected in such balance sheet, and (b) all goodwill, trademarks, patents, unamortized debt discounts and expenses and
other like intangibles reflected in such balance sheet. 
 “Corporate Trust Office of the Trustee” will be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Issuers. 

  
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 “Credit Agreement” means that certain Credit Agreement, dated as of September 25,
2014, by and among Sunoco LP (f/k/a/ Susser Petroleum Partners LP), the Guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent for the lenders and collateral agent, including any related notes,
guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (including increasing
the amount of available borrowings thereunder). 
 “Credit Facilities” means, one or more debt facilities (including the Credit
Agreement) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, accounts receivable financing (including through the sale of accounts receivable to such lenders or
to special purpose entities formed to borrow from such lenders against such accounts receivable) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time (including increasing the amount of available borrowings thereunder). 

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. 

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with
Section 2.06 hereof, substantially in the form of Exhibit A1, Exhibit A2 or Exhibit A3 hereto, as applicable, except that such Note shall not bear the Global Note Legend and shall not have the
“Schedule of Exchanges of Interests in the Global Note” attached thereto. 
 “Depositary” means, with respect to the
Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and
having become such pursuant to the applicable provision of this Indenture. 
 “Designated
Non-cash Consideration” means the Fair Market Value (as determined in good faith by Sunoco LP) of non-cash consideration received by Sunoco LP or a Restricted
Subsidiary of Sunoco LP in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, less the amount of Cash Equivalents received in
connection with a subsequent sale of such Designated Non-cash Consideration. 
 “Disqualified
Equity” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Equity Interest), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is 91 days after the date on which
the Notes mature. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Equity solely because the holders of the Equity Interest have the right to require Sunoco LP to repurchase or redeem such Equity
Interest upon the occurrence of a change of control or an asset sale will not constitute Disqualified Equity if the terms of such Equity Interest provide that Sunoco LP may not repurchase or redeem any such Equity Interest pursuant to such
provisions unless such repurchase or redemption complies with Section 4.07 hereof. 

  
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 “Domestic Subsidiary” means any Restricted Subsidiary of Sunoco LP that was formed
under the laws of the United States or any state of the United States or the District of Columbia. 
 “Equity Interests” means
Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 

“Equity Offering” means any public or private sale of Equity Interests (other than Disqualified Equity and other than to a
Subsidiary) made for cash on a primary basis by Sunoco LP after the date of this Indenture. 
 “ETC” means ETC M-A Acquisition LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of ETP. 

“ETP” means Energy Transfer Partners, L.P., a Delaware limited partnership. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Exchange Notes” means, with respect to any series of Notes, the Notes of that series issued in an Exchange Offer pursuant to
Section 2.06(f) hereof. 
 “Exchange Offer” has the meaning set forth in the applicable Registration
Rights Agreement. 
 “Exchange Offer Registration Statement” has the meaning set forth in the applicable Registration Rights
Agreement. 
 “Existing Indebtedness” means the aggregate principal amount of Indebtedness of Sunoco LP and its Subsidiaries
(other than Indebtedness under the Credit Agreement) in existence on the date of this Indenture until such amounts are repaid. 
 “Fair
Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the General
Partner (unless otherwise provided in this Indenture). 
 “Fixed Charge Coverage Ratio” means, with respect to any specified
Person for any four-quarter reference period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. If the specified Person or any of its
Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Disqualified Equity subsequent to
the commencement of the applicable four-quarter reference period and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage
Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Disqualified Equity, and the
use of the proceeds therefrom, as if the same had occurred at the beginning of such period. 

  
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 In addition, for purposes of calculating the Fixed Charge Coverage Ratio: 

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers
or consolidations and including any related financing transactions during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the
first day of the four-quarter reference period, including any Consolidated Cash Flow and any pro forma expense and cost reductions that have occurred or are reasonably expected to occur, in the reasonable judgment of the chief financial or
accounting officer of the specified Person (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X
promulgated under the Securities Act or any other regulation or policy of the SEC related thereto); 
 (2) the Consolidated
Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; 

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or
businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its
Restricted Subsidiaries following the Calculation Date; 
 (4) interest income reasonably anticipated by such Person to be
received during the applicable four-quarter period from cash or Cash Equivalents held by such Person or any Restricted Subsidiary of such Person, which cash or Cash Equivalents exist on the Calculation Date or will exist as a result of the
transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio, will be included; 
 (5) if any
Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the average rate in effect from the beginning of the applicable period to the Calculation Date had been the applicable rate for the
entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months); and 

(6) if any Indebtedness is incurred under a revolving credit facility and is being given pro forma effect, the interest on such
Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation. 

“Fixed Charges” means, with respect to any specified Person for any period, (A) the sum, without duplication, of: 

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued,
including amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of
all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus 
 (2) the
consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus 

  
 10 







 (3) any interest on Indebtedness of another Person that is guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon; plus 

(4) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Equity of such Person or
any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of such Person (other than Disqualified Equity) or to such Person or a Restricted Subsidiary of such Person; minus 

(B) to the extent included in (A) above, write-offs of deferred financing costs of such Person and its Restricted Subsidiaries during such period and any
charge related to, or any premium or penalty paid in connection with, paying any such Indebtedness of such Person and its Restricted Subsidiaries prior to its Stated Maturity. 

“GAAP” means generally accepted accounting principles in the United States, as in effect from time to time. 

“General Partner” means Sunoco GP LLC, a Delaware limited liability company, and its successors and permitted assigns as general
partner of Sunoco LP or as the business entity with the ultimate authority to manage the business and operations of Sunoco LP. 

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be
placed on all Global Notes issued under this Indenture. 
 “Global Notes” means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A1, Exhibit A2 or Exhibit A3 hereto, as
applicable, and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4) or 2.06(f) hereof. 
 “Government Securities” means direct obligations of, or obligations guaranteed by,
the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States of America is pledged. 

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business,
direct or indirect, in any manner including by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness. 

“Guarantors” means each of: 

(1) the Subsidiaries of Sunoco LP executing this Indenture as initial Guarantors; and 

(2) any other Subsidiary of Sunoco LP that becomes a Guarantor in accordance with the provisions of this Indenture, 

and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this
Indenture. 

  
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 “Hedging Obligations” means, with respect to any specified Person, the obligations of
such Person under: 
 (1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest
rate cap agreements and interest rate collar agreements entered into with one or more financial institutions and designed to reduce costs of borrowing or to protect the Person or any of its Restricted Subsidiaries entering into the agreement against
fluctuations in interest rates with respect to Indebtedness incurred; 
 (2) other agreements or arrangements designed to
manage interest rates or interest rate risk; 
 (3) foreign exchange contracts and currency protection agreements entered
into with one of more financial institutions and designed to protect the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations in currency exchange rates with respect to Indebtedness incurred; 

(4) any commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against
fluctuations in the price of Hydrocarbons used, produced, processed or sold by that Person or any of its Restricted Subsidiaries at the time; and 

(5) other agreements or arrangements designed to protect such Person or any of its Restricted Subsidiaries against fluctuations
in currency exchange rates or commodity prices. 
 “Holder” means a Person in whose name a Note is registered. 

“Hydrocarbons” means crude oil, natural gas, natural gas liquids, casinghead gas, drip gasoline, condensate, distillate, liquid
hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom. 

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent: 

(1) in respect of borrowed money; 

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect
thereof); 
 (3) in respect of bankers’ acceptances; 

(4) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions; 

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months
after such property is acquired or such services are completed; or 
 (6) representing any Hedging Obligations, 

  
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 if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging
Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the
specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person. 

Notwithstanding the foregoing, the following shall not constitute “Indebtedness”: 

(1) accrued expenses and trade accounts payable arising in the ordinary course of business; 

(2) any obligation of Sunoco LP or any of its Restricted Subsidiaries in respect of bid, performance, surety and similar bonds
issued for the account of Sunoco LP and any of its Restricted Subsidiaries in the ordinary course of business, including guarantees and obligations of Sunoco LP or any of its Restricted Subsidiaries with respect to letters of credit supporting such
obligations (in each case other than an obligation for money borrowed); 
 (3) any Indebtedness that has been defeased in
accordance with GAAP or defeased pursuant to the deposit of cash or Government Securities (in an amount sufficient to satisfy all such Indebtedness at fixed maturity or redemption, as applicable, and all payments of interest and premium, if any) in
a trust or account created or pledged for the sole benefit of the holders of such Indebtedness and subject to no other Liens, and the other applicable terms of the instrument governing such Indebtedness; 

(4) any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business; provided, however, that such obligation is extinguished within five Business Days of its incurrence; and 

(5) any obligation arising from any agreement providing for indemnities, guarantees, purchase price adjustments, holdbacks,
contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of assets. 

“Indenture” means this Indenture, as amended or supplemented from time to time. 

“Initial 2023 Notes” means the $1,000,000,000 aggregate principal amount of 2023 Notes issued under this Indenture on the date
hereof. 
 “Initial 2026 Notes” means the $800,000,000 aggregate principal amount of 2026 Notes issued under this Indenture on the
date hereof. 
 “Initial 2028 Notes” means the $400,000,000 aggregate principal amount of 2028 Notes issued under this Indenture
on the date hereof. 
 “Initial Notes” means, individually and collectively, each of the Initial 2023 Notes, the Initial 2026
Notes and the Initial 2028 Notes. 
 “Initial Purchasers” means Credit Suisse Securities (USA) LLC and the other initial
purchasers of the Initial Notes identified under the caption “Plan of Distribution” in the Offering Memorandum. 

  
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 “Institutional Accredited Investor” means an institution that is an “accredited
investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, that is not also a QIB. 
 “Investment
Grade Rating” means a rating of a series of Notes equal to or higher than Baa3 by Moody’s or BBB- by S&P (or, if either such entity ceases to rate such Notes for reasons outside of the control of
Sunoco LP, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” registered under Section 15E of the Exchange Act selected by Sunoco LP as a replacement agency). 

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including
Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding (1) commission, travel and similar advances to officers and employees made in the ordinary course of business and
(2) advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities,
together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Sunoco LP or any Restricted Subsidiary of Sunoco LP sells or otherwise disposes of any Equity Interests of any direct or
indirect Restricted Subsidiary of Sunoco LP such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Sunoco LP, Sunoco LP will be deemed to have made an Investment on the date of any such
sale or disposition equal to the Fair Market Value of Sunoco LP’s Investments in such Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of
Section 4.07(b) hereof. 
 “Joint Venture” means any Person that is not a direct or indirect Subsidiary
of Sunoco LP in which Sunoco LP or any of its Restricted Subsidiaries makes any Investment in the Equity Interests of such Person. 

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in Houston, Texas or the City of New York or at a
place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue on such payment for the intervening period. 
 “Letter of Transmittal” means the letter of transmittal to be
prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with an Exchange Offer. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect
of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction other than a precautionary financing statement respecting a lease not intended as a security
agreement. In no event shall a right of first refusal be deemed to constitute a Lien. 
 “Moody’s” means Moody’s
Investors Service, Inc., or any successor to the rating agency business thereof. 
 “Net Income” means, with respect to any
specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: 

  
 14 







 (1) any gain (but not loss), together with any related provision for taxes on
such gain (but not loss), realized in connection with: 
 (a) any Asset Sale; or 

(b) the disposition of any securities by such Person or the extinguishment of any Indebtedness of such Person; and 

(2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not
loss). 
 “Net Proceeds” means the aggregate cash proceeds received by Sunoco LP or any of its Restricted
Subsidiaries in respect of any Asset Sale (including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of: 

(1) the direct costs relating to such Asset Sale, including legal, accounting and investment banking fees, and sales
commissions, and any relocation expenses incurred as a result of the Asset Sale, 
 (2) taxes paid or payable as a result of
the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, 

(3) amounts required to be applied to the repayment of Indebtedness, other than revolving credit Indebtedness except to the
extent resulting in a permanent reduction in availability of such Indebtedness under a Credit Facility, secured by a Lien on the properties or assets that were the subject of such Asset Sale and all distributions and payments required to be made to
minority interest holders in Restricted Subsidiaries as a result of such Asset Sale, and 
 (4) any amounts to be set aside
in any reserve established in accordance with GAAP or any amount placed in escrow, in either case for adjustment in respect of the sale price of such properties or assets or for liabilities associated with such Asset Sale and retained by Sunoco LP
or any of its Restricted Subsidiaries until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount returned to Sunoco LP or
its Restricted Subsidiaries from such escrow arrangement, as the case may be. 
 “Non-Recourse
Debt” means Indebtedness: 
 (1) as to which neither Sunoco LP nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise or (c) is the lender; 

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an
Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Sunoco LP or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness
to be accelerated or payable prior to its Stated Maturity; and 

  
 15 







 (3) as to which the lenders have been notified in writing that they will not have any recourse to
the stock or assets of Sunoco LP or any of its Restricted Subsidiaries except as contemplated by clause (10) of the definition of Permitted Liens. 

For purposes of determining compliance with Section 4.09 hereof, if any
Non-Recourse Debt of any of Sunoco LP’s Unrestricted Subsidiaries ceases to be Non-Recourse Debt of such Unrestricted Subsidiary, such event will be deemed to
constitute an incurrence of Indebtedness by a Restricted Subsidiary of Sunoco LP. 
 “Non-U.S.
Person” means a Person who is not a U.S. Person. 
 “Note Guarantee” means the guarantee by each Guarantor of the
Issuers’ obligations under this Indenture and the Notes, pursuant to the provisions of this Indenture. 
 “Notes” has the
meaning assigned to it in the preamble to this Indenture. The Initial Notes, the Exchange Notes and the Additional Notes of each series shall be treated as a single class for all purposes under this Indenture, including waivers, amendments,
redemptions and offers to purchase, and, unless the context otherwise requires, all references to the Notes of any series shall include any Exchange Notes and Additional Notes of that series. 

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness. 
 “Offering Memorandum” means the final Offering Memorandum of the
Issuers, dated January 9, 2018 with respect to the Notes. 
 “Officer” means, with respect to any Person, the Chairman
of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person (or, if such Person is a
limited partnership, the general partner of such Person, and in the case of Sunoco LP, the General Partner). 
 “Officers’
Certificate” means, with respect to any Person, a certificate signed on behalf of such Person by any two of its Officers, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer
of such Person, that meets the requirements of Section 12.05 hereof. 
 “Operating Surplus” has the
meaning assigned to such term in the Partnership Agreement as in effect on the date of this Indenture. 
 “Opinion of Counsel”
means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to Sunoco LP, the General Partner, any
Subsidiary of Sunoco LP or the General Partner or the Trustee. 
 “Outside Date” means February 28, 2018. 

  
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 “Partnership Agreement” means the First Amended and Restated Agreement of Limited
Partnership of Sunoco LP (f/k/a Susser Petroleum Partners LP), dated as of September 25, 2012, as amended as of the date of this Indenture, and as such may be further amended, modified or supplemented from time to time. 

“Permitted Business” means either (1) gathering, transporting, treating, processing, marketing, distributing, storing or
otherwise handling Hydrocarbons, or activities or services reasonably related, ancillary or complementary thereto, or a reasonable extension or expansion thereof, including entering into Hedging Obligations to support these businesses, (2) any
other business that generates gross income that constitutes “qualifying income” under Section 7704(d) of the Internal Revenue Code of 1986, as amended, or (3) the retail sale of motor fuel and the operation of convenience stores
or activities or services reasonably related, ancillary or complementary thereto, or a reasonable extension or expansion thereof. 

“Permitted Business Investments” means Investments by Sunoco LP or any of its Restricted Subsidiaries in any Unrestricted Subsidiary
of Sunoco LP or in any Joint Venture; provided that: 
 (1) either (a) at the time of such Investment and
immediately thereafter, Sunoco LP could incur $1.00 of additional Indebtedness under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (b) such Investment does not exceed the aggregate amount
of Incremental Funds (as defined in Section 4.07 hereof) not previously expended at the time of making such Investment; 

(2) if such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at the time of such Investment, either
(a) all such Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such Unrestricted Subsidiaries or Joint Venture that is recourse to Sunoco LP or any of its Restricted Subsidiaries
(which shall include all Indebtedness of such Unrestricted Subsidiary or Joint Venture for which Sunoco LP or any of its Restricted Subsidiaries may be directly or indirectly, contingently or otherwise, obligated to pay, whether pursuant to the
terms of such Indebtedness, by law or pursuant to any guarantee, including any “claw-back,” “make-well” or “keepwell” arrangement) could, at the time such Investment is made, be
incurred at that time by Sunoco LP and its Restricted Subsidiaries under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and 

(3) such Unrestricted Subsidiary’s or Joint Venture’s activities are not outside the scope of the Permitted Business. 

“Permitted Investments” means: 

(1) any Investment in Sunoco LP or in a Restricted Subsidiary of Sunoco LP; 

(2) any Investment in Cash Equivalents; 

(3) any Investment by Sunoco LP or any Restricted Subsidiary of Sunoco LP in a Person, if as a result of such Investment: 

(a) such Person becomes a Restricted Subsidiary of Sunoco LP; or 

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its
properties or assets to, or is liquidated into, Sunoco LP or a Restricted Subsidiary of Sunoco LP; 

  
 17 







 (4) any Investment made as a result of the receipt of non-cash consideration from: 
 (a) an Asset Sale that was made pursuant to and in
compliance with Section 4.10 hereof; or 
 (b) pursuant to clause (7) of the items deemed not
to be Asset Sales under the definition of “Asset Sale”; 
 (5) any Investment in any Person solely in exchange for
the issuance of Equity Interests (other than Disqualified Equity) of Sunoco LP; 
 (6) any Investments received in compromise
or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of Sunoco LP or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of any trade creditor or customer, or as a result of a foreclosure by Sunoco LP or any of its Restricted Subsidiaries with respect to any secured Investment in default; or (B) litigation, arbitration or other
disputes with Persons who are not Affiliates; 
 (7) Investments represented by Hedging Obligations permitted to be incurred;

 (8) loans or advances to employees made in the ordinary course of business of Sunoco LP or any Restricted Subsidiary of
Sunoco LP in an aggregate principal amount not to exceed $2.0 million at any one time outstanding; 
 (9) repurchases of
the Notes; 
 (10) any Investments in prepaid expenses, negotiable instruments held for collection and lease, utility,
workers’ compensation and performance and other similar deposits and prepaid expenses made in the ordinary course of business; 

(11) Permitted Business Investments; 

(12) Investments owned by any Person at the time such Person merges with Sunoco LP or any Restricted Subsidiary of Sunoco LP;
provided that such Investments (a) are not incurred in contemplation of such merger or acquisition and (b) are, in the good faith determination of Sunoco LP, incidental to such merger or acquisition, and in each case renewals or
extensions thereof in amounts not greater than the amount of such Investment; 
 (13) Investments existing on the date of
this Indenture; and 
 (14) other Investments in any Person having an aggregate Fair Market Value (measured on the date each
such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (14) that are at the time outstanding not to exceed the greater of
(a) $75.0 million and (b) 5.0% of Sunoco LP’s Consolidated Net Tangible Assets. 
 “Permitted Liens” means:

 (1) Liens securing any Indebtedness under any Credit Facilities and all Obligations and Hedging Obligations relating to
such Indebtedness; 

  
 18 







 (2) Liens in favor of Sunoco LP or the Guarantors; 

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Sunoco LP or any
Subsidiary of Sunoco LP; provided that such Liens were in existence prior to such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Sunoco LP or the Subsidiary; 

(4) Liens on property existing at the time of acquisition of the property by Sunoco LP or any Restricted Subsidiary of Sunoco
LP; provided that such Liens were in existence prior to such acquisition, and not incurred in contemplation of such acquisition; 

(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of
a like nature incurred in the ordinary course of business; 
 (6) Liens to secure Indebtedness (including Capital Lease
Obligations) permitted by clause (4) of Section 4.09(b) hereof covering only the assets acquired with or financed by such Indebtedness; 

(7) Liens existing on the date of this Indenture (other than Liens securing the Credit Facilities); 

(8) Liens created for the benefit of (or to secure) the Notes (or the Note Guarantees); 

(9) Liens on any property or asset acquired, constructed or improved by Sunoco LP or any of its Restricted Subsidiaries that
(a) are in favor of the seller of such property or assets, in favor of the Person developing, constructing, repairing or improving such asset or property, or in favor of the Person that provided the funding for the acquisition, development,
construction, repair or improvement cost, as the case may be, of such asset or property, (b) are created within 360 days after the acquisition, development, construction, repair or improvement, (c) secure the purchase price or development,
construction, repair or improvement cost, as the case may be, of such asset or property in an amount up to 100% of the Fair Market Value of such acquisition, construction or improvement of such asset or property, and (d) are limited to the
asset or property so acquired, constructed or improved (including the proceeds thereof, accessions thereto and upgrades thereof); 

(10) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by Sunoco LP or any
Restricted Subsidiary of Sunoco LP to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint Venture; 

(11) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to
money or instruments of Sunoco LP or any of its Restricted Subsidiaries on deposit with or in possession of such bank; 

(12) Liens to secure performance of Hedging Obligations of Sunoco LP or any of its Restricted Subsidiaries incurred in the
ordinary course of business and not for speculative purposes; 

  
 19 







 (13) Liens arising under construction contracts, interconnection agreements,
operating agreements, joint venture agreements, partnership agreements, oil and gas leases, farmout agreements, division orders, contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids,
condensate and natural gas, natural gas storage agreements, unitization and pooling declarations and agreements, area of mutual interest agreements, real property leases and other agreements arising in the ordinary course of business of Sunoco LP
and its Restricted Subsidiaries that are customary in the Permitted Business; 
 (14) Liens upon specific items of inventory,
receivables or other goods or proceeds of Sunoco LP or any of its Restricted Subsidiaries securing such Person’s obligations in respect of bankers’ acceptances or receivables securitizations issued or created for the account of such Person
to facilitate the purchase, shipment or storage of such inventory, receivables or other goods or proceeds and permitted by Section 4.09 hereof; 

(15) Liens securing any Indebtedness equally and ratably with all Obligations due under the Notes or any Note Guarantee
pursuant to a contractual covenant that limits Liens in a manner substantially similar to Section 4.12 hereof; 

(16) Liens incurred in the ordinary course of business of Sunoco LP or any Restricted Subsidiary of Sunoco LP; provided,
however, that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness then outstanding and secured by any Liens pursuant to this clause (16) does not exceed the greater of (a) $75.0 million or
(b) 5.0% of Sunoco LP’s Consolidated Net Tangible Assets at such time; and 
 (17) any Lien renewing, extending,
refinancing or refunding a Lien permitted by clauses (3), (4), (6), (7) or (9) above; provided that (a) the principal amount of Indebtedness secured by such Lien does not exceed the principal amount of such Indebtedness outstanding
immediately prior to the renewal, extension, refinance or refund of such Lien, plus all accrued interest on the Indebtedness secured thereby and the amount of all fees, expenses and premiums incurred in connection therewith, and (b) no assets
encumbered by any such Lien other than the assets permitted to be encumbered immediately prior to such renewal, extension, refinance or refund are encumbered thereby. 

After termination of the covenants referred to in Section 4.17 hereof, for purposes of complying with
Section 4.12 hereof, the Liens described in clauses (1) and (16) of this definition of “Permitted Liens” will be Permitted Liens only to the extent those Liens secure Indebtedness not exceeding, at the time
of determination, 15% of the Consolidated Net Tangible Assets of Sunoco LP. Once effective, this 15% limitation on Permitted Liens will continue to apply during any later period in which all series of Notes do not have an Investment Grade Rating by
both Rating Agencies. 
 “Permitted Refinancing Indebtedness” means any Indebtedness of Sunoco LP or any of its Restricted
Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge, other Indebtedness of Sunoco LP or any of its Restricted Subsidiaries (other than intercompany Indebtedness);
provided that: 
 (1) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal
amount of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith); 

  
 20 







 (2) such Permitted Refinancing Indebtedness has a final maturity date no earlier
than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; 

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of
payment to the Notes or the Note Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or the Note Guarantees on terms at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and 
 (4)
such Indebtedness is not incurred (other than by way of a guarantee) by a Restricted Subsidiary (other than Finance Corp. or a Guarantor) if Sunoco LP is the issuer or other primary obligor on the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged. 
 “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. 
 “Private Placement
Legend” means the legend set forth in Section 2.06(g)(1)(A) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 

“QIB” means a “qualified institutional buyer” as defined in Rule 144A. 

“Qualified Owner” means any of (i) LE GP, LLC, Energy Transfer Equity, L.P. and ETP, (ii) any Person who Beneficially Owns
more than 50% of the Voting Stock of any entity specified in clause (i) above or who Beneficially Owns sufficient Equity Interests in such entity to elect a majority of its directors, managers, trustees or other persons serving in a similar
capacity for such entity and (iii) any Subsidiary or Affiliate of any entity specified in either clause (i) or clause (ii) above. 

“Qualified Retail Asset Sale” means the sale, lease, conveyance or other disposition of any Qualified Retail Assets (whether
directly or indirectly, whether by sale or lease of any such Qualified Retail Assets, or of any Equity Interests or other interests in any Person holding such Qualified Retail Assets, or any consolidation or merger, or any combination thereof, and
whether in one or more transactions, or otherwise). 
 “Qualified Retail Assets” means any assets used by Sunoco LP and its
Subsidiaries in (i) the retail sale of motor fuel, (ii) the operation of convenience stores or (iii) activities or services reasonably related, ancillary or complementary to clause (i) or clause (ii), that are acquired by
Sunoco LP or any of its Subsidiaries in connection with Sunoco LP’s or such Subsidiary’s acquisition of any assets used in the distribution of motor fuels (whether directly or indirectly, whether by sale or lease of such assets, or of any
Equity Interests or other interests in any Person holding such assets, or any consolidation or merger, or any combination thereof, and whether in one or more transactions, or otherwise). 

“Rating Agencies” means Moody’s and S&P. 

“Ratings Categories” means: 

(1) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor
categories); and 

  
 21 







 (2) with respect to Moody’s, any of the following categories: Aaa, Aa, A,
Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories). 
 “Ratings Decline” means, with respect to any series of
Notes, a decrease in the rating of such Notes by both Moody’s and S&P by one or more gradations (including gradations within Rating Categories as well as between Rating Categories). In determining whether the rating of the Notes has
decreased by one or more gradations, gradations within Ratings Categories, namely + or—for S&P, and 1, 2, and 3 for Moody’s, will be taken into account; for example, in the case of S&P, a ratings decline either from BB+ to BB or BB
to BB- will constitute a decrease of one gradation. 
 “Registration Rights Agreements”
means (i) with respect to each series of the Initial Notes, the Registration Rights Agreement, dated as of January 23, 2018, among the Issuers, the Guarantors, ETC and the other parties named on the signature pages thereof, and
(ii) with respect to any Additional Notes of any series, the comparable agreement, in each case as such agreement may be amended, modified or supplemented from time to time. 

“Regulation S” means Regulation S promulgated under the Securities Act. 

“Regulation S Global Note” means, with respect to any series of Notes, a Global Note substantially in the form of Exhibit A1,
Exhibit A2 or Exhibit A3 hereto, as applicable, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination
equal to the outstanding principal amount of the Notes of that series sold in reliance on Rule 903 of Regulation S. 
 “Responsible
Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

 “Reporting Default” means a Default described in clause (4) under Section 6.01. 

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend. 

“Restricted Global Note” means a Global Note bearing the Private Placement Legend. 

“Restricted Investment” means an Investment other than a Permitted Investment. 

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. Unless
specified otherwise, references to a Restricted Subsidiary refer to a Restricted Subsidiary of Sunoco LP. Notwithstanding anything in this Indenture to the contrary, Finance Corp. shall be a Restricted Subsidiary of Sunoco LP. 

“Rule 144” means Rule 144 promulgated under the Securities Act. 

“Rule 144A” means Rule 144A promulgated under the Securities Act. 

“Rule 903” means Rule 903 promulgated under the Securities Act. 

“Rule 904” means Rule 904 promulgated under the Securities Act. 

  
 22 







 “S&P” means S&P Global Ratings, a division of S&P Global, Inc., or any
successor to the rating agency business thereof. 
 “SEC” means the Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Senior Indebtedness” means with respect to any Person, Indebtedness of such Person (other than Indebtedness owed to an Affiliate),
unless the instrument creating or evidencing such Indebtedness provides that such Indebtedness is subordinate in right of payment to the Notes or the Note Guarantee of such Person, as the case may be. 

“Shelf Registration Statement” means a registration statement effecting a Shelf Registration as defined in the applicable
Registration Rights Agreement. 
 “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary”
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture. 

“Special Mandatory Redemption Event” means any of the following events: 

(1) the failure of the 7-Eleven Transaction to close on or prior to the Outside Date;

 (2) the determination by Sunoco LP in its sole discretion on any date prior to the Outside Date that the 7-Eleven Transaction will not close on or prior to the Outside Date; or 
 (3) the
termination of the 7-Eleven Asset Purchase Agreement prior to the closing of the 7-Eleven Transaction. 

“Special Mandatory Redemption Price” means, with respect to each series of Notes, 100% of the aggregate issue price of the issued
and outstanding Notes of such series plus accrued and unpaid interest to, but not including, the Special Mandatory Redemption Date. For purposes of this definition, “issue price” means, with respect to each series of Notes, the offering
price of the Notes of such series as set forth on the front cover page of the Offering Memorandum, excluding any accrued interest from and after January 23, 2018. 

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which
the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof. 
 “Subsidiary” means, with respect to any specified Person: 

(1) any corporation, association or other business entity (other than a partnership or limited liability company) of which more
than 50% of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 

  
 23 







 (2) any partnership (whether general or limited) or limited liability company
(a) the sole general partner or member of which is such Person or a Subsidiary of such Person, or (b) if there is more than a single general partner or member, either (x) the only managing general partners or managing members of which
are such Person or one or more Subsidiaries of such Person (or any combination thereof) or (y) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock
of such partnership or limited liability company, respectively. 
 “TIA” means the Trust Indenture Act of 1939, as amended (15
U.S.C. §§ 77aaa-77bbbb). 
 “Treasury Rate” means, with respect to any Redemption Date, the yield to maturity at
the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to
the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to January 15, 2020 (in the case of the 2023 Notes),
February 15, 2021 (in the case of the 2026 Notes) or March 15, 2023 (in the case of the 2028 Notes); provided, however, that if such period is not equal to the constant maturity of a United States Treasury security for which
a weekly average yield is given, Sunoco LP shall obtain the Treasury Rate by linear interpolation (calculated to the nearest one twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given,
except that if the period from the Redemption Date to January 15, 2020(in the case of the 2023 Notes), February 15, 2021 (in the case of the 2026 Notes) or March 15, 2023 (in the case of the 2028 Notes), is less than one
year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. Sunoco LP will (a) calculate the Treasury Rate on the second Business Day preceding the applicable
Redemption Date and (b) prior to such Redemption Date file with the Trustee an Officers’ Certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail. 

“Trustee” means U.S. Bank National Association, until a successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted Definitive Note” means a Definitive Note that
does not bear and is not required to bear the Private Placement Legend 
 “Unrestricted Global Note” means a Global Note that does
not bear and is not required to bear the Private Placement Legend. 
 “Unrestricted Subsidiary” means any Subsidiary of Sunoco LP
(other than Finance Corp. or any successor to it) that is designated by the Board of Directors of the General Partner as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary: 

(1) except to the extent permitted by subclause (2)(b) of the definition of “Permitted Business Investments,” has no
Indebtedness other than Non-Recourse Debt; 
 (2) except as permitted under
Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with Sunoco LP or any Restricted Subsidiary of Sunoco LP unless the terms of any such agreement, contract, arrangement or understanding are no less
favorable to Sunoco LP or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Sunoco LP; 

  
 24 







 (3) is a Person with respect to which neither Sunoco LP nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating
results; and 
 (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of
Sunoco LP or any of its Restricted Subsidiaries. 
 All Subsidiaries of an Unrestricted Subsidiary shall be also Unrestricted Subsidiaries.

 “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act. 

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled (without
regard to the occurrence of any contingency) to vote in the election of the Board of Directors of such Person. 
 “Weighted Average
Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: 
 (1)
the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by
(b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by 

(2) the then outstanding principal amount of such Indebtedness. 

Section 1.02 Other Definitions. 
  

			
	 Term
	  	Defined in Section
	 “Affiliate Transaction”
	  	4.11(a)
	 “Alternate Offer”
	  	4.14(c)
	 “Asset Sale Offer”
	  	3.09
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.14(a)
	 “Change of Control Payment”
	  	4.14(a)
	 “Change of Control Payment Date”
	  	4.14(a)
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10(d)
	 “Incremental Funds”
	  	4.07(a)
	 “incur”
	  	4.09(a)
	 “Legal Defeasance”
	  	8.02
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Patriot Act”
	  	7.13
	 “Paying Agent”
	  	2.03
	 “Payment Default”
	  	6.01
	 “Permitted Debt”
	  	4.09(b)


  
 25 








			
	 Term
	  	Defined in Section
	 “Purchase Date”
	  	3.09
	 “Redemption Date”
	  	3.07(a)
	 “Registrar”
	  	2.03
	 “Resale Restriction Period”
	  	2.06(g)
	 “Restricted Payments”
	  	4.07(a)
	 “Special Mandatory Redemption”
	  	3.08(a)
	 “Special Mandatory Redemption Date”
	  	3.08(b)
	 “Special Mandatory Redemption Notice”
	  	3.08(b)
	 “Special Mandatory Redemption Notice to Trustee”
	  	3.08(b)
	 “Termination Event”
	  	4.17

 Section 1.03 Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 

The following TIA terms used in this Indenture have the following meanings: 

“indenture securities” means the Notes and the Note Guarantees; 

“indenture security holder” means a Holder of a Note; 

“indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and 

“obligor” on the Notes and the Note Guarantees means the Issuers and the Guarantors, respectively, and any successor
obligor upon the Notes and the Note Guarantees, respectively. 
 All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
 Section 1.04 Rules of
Construction. 
 Unless the context otherwise requires: 

(1) a term has the meaning assigned to it; 

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(3) “or” is not exclusive; 

(4) words in the singular include the plural, and in the plural include the singular; 

(5) “will” shall be interpreted to express a command; 

(6) provisions apply to successive events and transactions; and 

  
 26 







 (7) references to sections of or rules under the Securities Act, TIA or Exchange
Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time. 
 ARTICLE 2 

THE NOTES 
 Section 2.01 Form and
Dating. 
 (a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of
Exhibit A1 hereto, in the case of the 2023 Notes, Exhibit A2 hereto, in the case of the 2026 Notes, or Exhibit A3 hereto, in the case of the 2028 Notes. The Notes may have notations, legends or endorsements required by law,
stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the
Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling. 
 (b) Global Notes. Notes issued in global form will be
substantially in the form of Exhibit A1 hereto, in the case of the 2023 Notes, Exhibit A2 hereto, in the case of the 2026 Notes, or Exhibit A3 hereto, in the case of the 2028 Notes (including in each case the Global Note Legend
thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A1 hereto, in the case of the 2023 Notes, Exhibit A2
hereto, in the case of the 2026 Notes, or Exhibit A3 hereto, in the case of the 2028 Notes (but in each case without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached
thereto). Each Global Note of each series will represent such of the outstanding Notes of such series as will be specified therein, and each shall provide that it represents the aggregate principal amount of outstanding Notes of such series from
time to time endorsed thereon and that the aggregate principal amount of outstanding Notes of such series represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, repurchases and redemptions. Any
endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.06 hereof. 
 Section 2.02 Execution and
Authentication. 
 At least one Officer must sign the Notes for each of the Issuers by manual or facsimile signature. 

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be
valid. 
 A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence
that the Note has been authenticated under this Indenture. 

  
 27 







 The Trustee will, upon receipt of a written order of the Issuers signed by two Officers of each
Issuer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes and Exchange Notes. The aggregate principal amount of Notes of any series outstanding
at any time may not exceed the aggregate principal amount of Notes of that series authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. 

The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the
Issuers. 
 Section 2.03 Registrar and Paying Agent. 

The Issuers will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”)
and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of each series of Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional
paying agent. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. Sunoco LP, Finance Corp. or any of Sunoco LP’s other Subsidiaries may act as Paying Agent or Registrar. 

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 

The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

 Section 2.04 Paying Agent to Hold Money in Trust. 

The Issuers will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit
of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While
any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than Sunoco LP or a Subsidiary) will have no further liability for the money. If Sunoco LP or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held
by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to Sunoco LP, the Trustee will serve as Paying Agent for the Notes. 

Section 2.05 Holder Lists. 
 The
Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders of each series of Notes and shall otherwise comply with TIA § 312(a). If the Trustee is
not the Registrar for a series of Notes, the Issuers will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of the Holders of Notes of that series, and the Issuers shall otherwise comply with TIA § 312(a). 

  
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 Section 2.06 Transfer and Exchange. 

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes representing Notes
of a series will be exchanged by the Issuers for Definitive Notes of the same series if: 
 (1) the Depositary notifies the
Issuers that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 90 days; or 

(2) there has occurred and is continuing an Event of Default with respect to the Notes of such series and the Depositary
notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes. 
 Upon the occurrence of either of the preceding
events, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); however, beneficial interests in a Global
Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 
 (b)
Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the
Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global
Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted
Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers
described in this Section 2.06(b)(1). 
 (2) All Other Transfers and Exchanges of Beneficial
Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the
Registrar either: 
 (A) both: 

  
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 (i) a written order from a participant or an indirect participant in the
Depositary given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred
or exchanged; and 
 (ii) instructions given in accordance with the Applicable Procedures containing information regarding
the participant account to be credited with such increase; or 
 (B) both: 

(i) a written order from a participant or an indirect participant in the Depositary given to the Depositary in accordance with
the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred to in (i) above. 
 Upon consummation of an Exchange
Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon compliance by each holder of beneficial
interests in a Restricted Global Note with the instructions contained in the Letter of Transmittal delivered (or deemed to be delivered) by such holder to the Registrar. Upon satisfaction of all of the requirements for transfer or exchange of
beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to
Section 2.06(h) hereof. 
 (3) Transfer of Beneficial Interests to Another Restricted Global
Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of
Section 2.06(b)(2) above and the Registrar receives the following: 
 (A) if the transferee will
take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and 

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof. 

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted
Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and: 

  
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 (A) such exchange or transfer is effected pursuant to an Exchange Offer in
accordance with the related Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in accordance with the applicable Letter of
Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 

(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the related Registration Rights
Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement in
accordance with the related Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a
beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion
of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. 
 If any such exchange or transfer is effected pursuant to this
Section 2.06(b)(4) at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of a Company Order the Trustee shall authenticate, one or more Unrestricted Global Notes in an
aggregate principal amount equal to the aggregate principal amount of beneficial interests exchanged or transferred pursuant to this Section 2.06(b)(4). 

(5) Exchange or Transfer Prohibited. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or
transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or
Exchange of Beneficial Interests for Definitive Notes. 
 (1) Beneficial Interests in Restricted Global Notes to
Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation: 

  
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 (A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial interest
is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof; 
 (D) if such beneficial interest is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from
the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof, if applicable; 
 (F) if such beneficial interest is being transferred to Sunoco
LP or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 

(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act,
a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the Trustee shall cause the
aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Person designated in
the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in
such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary. The Trustee shall deliver such Definitive Notes to the Persons
in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall
be subject to all restrictions on transfer contained therein. 
 (2) Beneficial Interests in Restricted Global Notes to
Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Note only if: 
 (A) such exchange or transfer is effected pursuant to an
Exchange Offer in accordance with the related Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in accordance with the applicable Letter of
Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the
Issuers; 

  
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 (B) such transfer is effected pursuant to a Shelf Registration Statement in
accordance with the related Registration Rights Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to an
Exchange Offer Registration Statement in accordance with the related Registration Rights Agreement; or 
 (D) the Registrar
receives the following: 
 (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange
such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (l)(b) thereof; or 

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion
of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. 
 (3) Beneficial Interests in Unrestricted Global Notes
to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Issuers will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount.
Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such
beneficial interest requests through instructions to the Registrar from or through the Depositary and the participant or indirect participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered.
Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend. 

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests. Definitive Notes may not be exchanged for beneficial interests
in a Global Note. 

  
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 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney,
duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

 (1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred
to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transfer will be made pursuant
to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 

(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the
Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the related Registration Rights
Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in accordance with the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (B)
any such transfer is effected pursuant to a Shelf Registration Statement in accordance with the related Registration Rights Agreement; 

(C) any such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with
the related Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

(i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a
certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

  
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 (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such
Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable
to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act. 
 (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted
Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer. Upon the occurrence of an Exchange Offer
in accordance with the related Registration Rights Agreement, the Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate: 

(1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in accordance with the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a
distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuers; and 
 (2)
Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in accordance with the applicable Letters of
Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuers. 

Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced
accordingly, and the Issuers will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. 

(g) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture. 
 (1) Private Placement Legend. 

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in
exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 

  
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 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
PROMULGATED UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT AND
IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS, IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE
LATEST OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH AN ISSUER OR ANY AFFILIATE OF AN ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), AND IN
THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF (1) THE ORIGINAL ISSUE DATE HEREOF OR THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES, AS APPLICABLE, AND (2) THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S (AS APPLICABLE, THE “RESALE RESTRICTION PERIOD”) ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARY
THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT) THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S,
OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR CLAUSE (E) TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM CONTAINED IN THE INDENTURE IS COMPLETED AND DELIVERED
BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE RESALE RESTRICTION PERIOD.” 

  
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 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (e)(2), (e)(3), (f) or (j) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof)
will not bear the Private Placement Legend. 
 (2) Global Note Legend. Each Global Note will bear a legend in
substantially the following form: 
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR
ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. 

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been
exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with
Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a 

  
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Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase. 
 (i) General Provisions Relating to Transfers and Exchanges. 

(1) To permit registrations of transfers and exchanges, the Issuers will execute and the Trustee will authenticate Global Notes
and Definitive Notes upon receipt of a Company Order or at the Registrar’s request. 
 (2) No service charge will be
made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

 (3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in part. 
 (4) All Global Notes and Definitive
Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or
Definitive Notes surrendered upon such registration of transfer or exchange. 
 (5) Neither the Registrar nor the Issuers
will be required: 
 (A) to issue, to register the transfer of or to exchange, any Notes during a period beginning at the
opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; 

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or 
 (C) to register the transfer of or to exchange a Note between a record date
and the next succeeding interest payment date. 
 (6) Prior to due presentment for the registration of a transfer of any
Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other
purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. 

  
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 (7) The Trustee will authenticate Global Notes and Definitive Notes for original
issue in accordance with the provisions of Section 2.02 hereof. 
 (8) All certifications,
certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile or electronic transmission. 

(j) Automatic Exchange from Restricted Global Note to Unrestricted Global Note. If and to the extent permitted in the applicable
Registration Rights Agreement, at the option of the Issuers and upon compliance with the Applicable Procedures, beneficial interests in a Restricted Global Note shall be exchanged automatically for beneficial interests in an Unrestricted Global
Note. Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal
amount of the applicable Restricted Global Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j)
of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. 
 (k) Transfers of
Securities Held by Affiliates. Notwithstanding anything to the contrary in this Section 2.06, any certificate (i) evidencing a Note that has been transferred to an affiliate (as defined in Rule 405 of the
Securities Act) of the Issuers, as evidenced by a notation on the certificate of transfer or certificate of exchange for such transfer or in the representation letter delivered in respect thereof, or (ii) evidencing a Note that has been
acquired from an affiliate (other than by an affiliate) in a transaction or a chain of transactions not involving any public offering, as evidenced by a notation on the certificate of transfer or certificate of exchange for such transfer or in the
representation letter delivered in respect thereof, shall, unless otherwise agreed by the Issuers, until one year after the last date on which either the Issuers or any affiliate of the Issuers was an owner of such Note, in each case, be in the form
of a permanent Definitive Note and bear the private placement legend subject to the restrictions in this Section 2.06. The Registrar shall retain copies of all letters, notices and other written communications received
pursuant to this Section 2.06(k). Sunoco LP, at its sole cost and expense, shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving
of reasonable advance written notice to the Trustee. 
 Section 2.07 Replacement Notes. 

If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, the Issuers will issue and the Trustee, upon receipt of a Company Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers and the
Trustee may charge for their expenses in replacing a Note. 
 Every replacement Note is an additional obligation of each of the Issuers and
will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 

  
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 Section 2.08 Outstanding Notes. 

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in
Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note; however, Notes held by Sunoco LP or a Subsidiary of Sunoco LP shall not be deemed to be
outstanding for purposes of Section 3.07(a) hereof. 
 If a Note is replaced pursuant to
Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. 

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and
interest and Additional Interest, if any, on it cease to accrue. 
 If the Paying Agent (other than Sunoco LP, a Subsidiary or an Affiliate
of any thereof) holds as of 11:00 a.m., Eastern time, on a Redemption Date or other maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease
to accrue interest and Additional Interest, if any. 
 Section 2.09 Treasury Notes. 

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by
the Issuers or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuers or any Guarantor, will be considered as though not outstanding, except that for the
purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded. 

Section 2.10 Temporary Notes. 
 Until
certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but
may have variations that the Issuers consider appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers will prepare and the Trustee will authenticate definitive Notes in exchange for
temporary Notes. 
 Holders of temporary Notes will be entitled to all of the benefits of this Indenture. 

Section 2.11 Cancellation. 
 The
Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will
cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all
canceled Notes will be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation. 

  
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 Section 2.12 Defaulted Interest. 

If the Issuers default in a payment of interest on the Notes, they will pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are Holders on the applicable record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers will notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuers will fix or cause to be fixed each such payment date and, if such payment date is beyond the applicable grace
period, a special record date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuers (or, upon the
written request of the Issuers, the Trustee in the name and at the expense of the Issuers) will send or cause to be sent to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

 ARTICLE 3 
 REDEMPTION AND
REPURCHASE 
 Section 3.01 Notices to Trustee. 

If the Issuers elect to redeem Notes of any series pursuant to the optional redemption provisions of Section 3.07 or
Section 4.14(d) hereof, Sunoco LP must furnish to the Trustee, at least five Business Days before the giving of the notice of redemption pursuant to Section 3.03 (unless a shorter notice period
shall be satisfactory to the Trustee), an Officers’ Certificate setting forth: 
 (1) the clause of this Indenture
pursuant to which the redemption shall occur, 
 (2) the Redemption Date; 

(3) the principal amount of Notes of such series to be redeemed; 

(4) the redemption price, if then determinable and, if not, then a method for determination; and 

(5) any conditions precedent with respect to such redemption. 

Section 3.02 Selection of Notes to Be Redeemed. 

If less than all of the Notes of any series are to be redeemed at any time, the Trustee will select Notes of that series for redemption as
follows: 
 (1) if such Notes are listed on any national securities exchange, in compliance with the requirements of the
principal national securities exchange on which such Notes are listed; or 
 (2) if such Notes are not listed on any national
securities exchange, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (except that Global Notes will be selected by such method as DTC or its nominee or successor may require or, where such nominee
or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law). 

  
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 No Notes of $2,000 or less can be redeemed in part. 

Section 3.03 Notice of Redemption. 

Subject to the provisions of Section 4.14(d) hereof, at least 30 days but not more than 60 days before a Redemption
Date, the Issuers will send, or cause to be sent, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a Redemption Date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article 8 or 11 hereof, respectively. 

The notice of redemption will identify the Notes to be redeemed and will state: 

(1) the Redemption Date; 

(2) the redemption price, if then determinable, and, if not, then a method for determination; 

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the
Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; 

(4) the name and address of the Paying Agent; 

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(6) that, unless the Issuers default in making such redemption payment, interest and Additional Interest, if any, on Notes
called for redemption will cease to accrue on and after the Redemption Date; 
 (7) the paragraph of the Notes and/or
Section 3.02 of this Indenture pursuant to which the Notes called for redemption are being redeemed; 

(8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or
printed on the Notes; and 
 (9) any conditions precedent with respect to such redemption. 

At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ names and at their expense;
provided, however, that the Issuers have delivered to the Trustee, at least five Business Days prior to the date of giving such notice (unless a shorter notice period shall be satisfactory to the Trustee), an Officers’ Certificate
requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. Such Officers’ Certificate may be combined with the Officers’ Certificate referred to in
Section 3.01. 
 Section 3.04 Effect of Notice of Redemption. 

Once a notice of redemption is delivered to the Holders in accordance with Section 3.03 or
Section 3.08(b)(3) hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price, subject to satisfaction of conditions precedent specified in the applicable notice of
redemption. 

  
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 Section 3.05 Deposit of Redemption Price. 

By 11:00 a.m., Eastern time, on the redemption date, the Issuers will deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption price of and accrued interest and Additional Interest, if any, on all Notes to be redeemed on that date. The Trustee or the Paying Agent will promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by
the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued interest and Additional Interest, if any, on, all Notes to be redeemed. 

If the Issuers comply with the provisions of the preceding paragraph with respect to a redemption pursuant to
Section 3.07 or Section 4.14(d) hereof, on and after the redemption date, interest and Additional Interest, if any, will cease to accrue on the Notes or the portions of Notes called for redemption.
If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such
record date. If any Note called for redemption is not so paid upon surrender for redemption because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 

Section 3.06 Notes Redeemed or Purchased in Part. 

Upon surrender of a Note that is redeemed or purchased in part, the Issuers will issue and, upon receipt of a Company Order, the Trustee will
authenticate for the Holder, at the expense of the Issuers, a new Note of the same series and equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. 

Section 3.07 Optional Redemption. 

(a) At any time prior to January 15, 2020 (in the case of the 2023 Notes), February 15, 2021 (in the case of the 2026 Notes) or
March 15, 2021(in the case of the 2028 Notes), the Issuers may, on one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes of such series issued under this Indenture at a redemption price of 104.875% (in the case
of the 2023 Notes), 105.500% (in the case of the 2026 Notes) or 105.875% (in the case of the 2028 Notes) of the principal amount of the Notes of such series redeemed, plus accrued and unpaid interest and Additional Interest, if any, to, but
excluding, the date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date, in an amount
not greater than the net cash proceeds of one or more Equity Offerings; provided that: 
 (1) at least 65% of the
aggregate principal amount of the Notes of such series issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by Sunoco LP and its Subsidiaries); and 

(2) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. 

  
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 (b) (1) On and after January 15, 2020, the Issuers may, on one or more occasions,
redeem all or a part of the 2023 Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the 2023 Notes redeemed to the applicable Redemption
Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on January 15 of
the years indicated below: 
  

					
	 Year
	  	 Redemption Price
	 
	 2020
	  	 	102.438	% 
	 2021
	  	 	101.219	% 
	 2022
	  	 	100.000	% 

 (2) On and after February 15, 2021, the Issuers may, on one or more occasions, redeem all or a part
of the 2026 Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the 2026 Notes redeemed to the applicable Redemption Date (subject to the
right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on February 15 of the years indicated
below: 
  

					
	 Year
	  	 Redemption Price
	 
	 2021
	  	 	102.750	% 
	 2022
	  	 	101.375	% 
	 2023 and thereafter
	  	 	100.000	% 

 (3) On and after March 15, 2023, the Issuers may, on one or more occasions, redeem all or a part of
the 2028 Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the 2028 Notes redeemed to the applicable Redemption Date (subject to
the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on March 15 of the years indicated
below: 
  

					
	 Year
	  	 Redemption Price
	 
	 2023
	  	 	102.938	% 
	 2024
	  	 	101.958	% 
	 2025
	  	 	100.979	% 
	 2026 and thereafter
	  	 	100.000	% 

 (c) Prior to January 15, 2020 (in the case of the 2023 Notes), February 15, 2021 (in the
case of the 2026 Notes) or March 15, 2023 (in the case of the 2028 Notes), the Issuers may, on one or more occasions, redeem all or part of the Notes of such series at a redemption price equal to the sum of the principal amount thereof,
plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or
prior to the Redemption Date). 
 (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof. 

  
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 Section 3.08 Special Mandatory Redemption. 

If a Special Mandatory Redemption Event occurs: 

(a) the Issuers shall be required hereby to effect a redemption (the “Special Mandatory Redemption”) of all the issued and
outstanding Notes of each series at the Special Mandatory Redemption Price applicable to the Notes of such series; 
 (b) within one Business
Day of the occurrence of such Special Mandatory Redemption Event, Sunoco LP shall deliver to the Trustee: 
 (1) an
Officers’ Certificate (the “Special Mandatory Redemption Notice to Trustee”) providing notice to the Trustee that the Issuers are required pursuant to this Indenture to effect the Special Mandatory Redemption at the Special Mandatory
Redemption Price and setting forth the Special Mandatory Redemption Date (as defined below) and the Special Mandatory Redemption Price (expressed, for each series of Notes, as a dollar amount per $1,000 principal amount of Notes); 

(2) a notice to Holders (the “Special Mandatory Redemption Notice”), identifying each series of Notes and stating
that as a result of the occurrence of a Special Mandatory Redemption Event, all of the issued and outstanding Notes of each series will be redeemed pursuant to a Special Mandatory Redemption, and setting forth, for each series of Notes: 

(A) the Special Mandatory Redemption Date (as defined below); 

(B) the Special Mandatory Redemption Price (expressed, for each series of Notes, as a dollar amount per $1,000 principal amount
of Notes); 
 (C) the name and address of the Paying Agent; 

(D) that the Notes of such series must be surrendered to the Paying Agent in order to collect the Special Mandatory Redemption
Price; 
 (E) that, unless the Issuers default in paying the Special Mandatory Redemption Price for the Notes of such series
on the Special Mandatory Redemption Date, interest on the Notes of such series will cease to accrue on and after the Special Mandatory Redemption Date; and 

(F) that no representation is made as to the correctness or accuracy of the CUSIP numbers, if any, listed in such notice or
printed on the Notes of any series; 
 (3) within five Business Days after such Special Mandatory Redemption Event, and at
least three Business Days (or such shorter time period as is acceptable to the Trustee) after the Trustee’s receipt of the Special Mandatory Redemption Notice to Trustee, Sunoco LP shall send or, cause to be sent, the Special Mandatory
Redemption Notice to each Holder; provided, however, that if so requested by the Issuers in the Special Mandatory Redemption Notice to Trustee, the Trustee shall send the Special Mandatory Redemption Notice in the Issuers’ names
and at their expense; and 
 (4) the Issuers shall redeem all the issued and outstanding Notes of each series at the Special
Mandatory Redemption Price applicable to the Notes of such series on a date (the “Special Mandatory Redemption Date”), which shall be no more than five Business Days (or such other minimum period not to exceed 30 days as may be required by
DTC) after the Special Mandatory Redemption Notice is sent. 

  
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 (c) If funds sufficient to pay the Special Mandatory Redemption Price of all of the Notes to be
redeemed on the Special Mandatory Redemption Date are deposited with a Paying Agent or the Trustee on or before 10:00 a.m., Eastern time, on the Special Mandatory Redemption Date, then on and after such Special Mandatory Redemption Date, the Notes
shall cease to bear interest and, other than the right to receive the Special Mandatory Redemption Price, all rights under such Notes shall terminate. 

Section 3.09 Offer to Purchase by Application of Excess Proceeds. 

In the event that, pursuant to Section 4.10 hereof, Sunoco LP is required to commence an offer to all Holders to
purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. 
 The Asset Sale Offer shall be made to
all Holders of each series of Notes then outstanding and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the
“Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other
pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the
manner prescribed in the Notes. 
 If the Purchase Date is on or after an interest record date and on or before the related interest payment
date, any accrued and unpaid interest and Additional Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes
pursuant to the Asset Sale Offer. 
 Upon the commencement of an Asset Sale Offer, the Issuers will send a notice to the Trustee and each of
the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: 

(1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and
Section 4.10 hereof and the length of time the Asset Sale Offer will remain open; 
 (2) the Offer
Amount, the purchase price and the Purchase Date; 
 (3) that any Note not tendered or accepted for payment will continue to
accrue interest and Additional Interest, if any; 
 (4) that, unless the Issuers default in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest and Additional Interest, if any, after the Purchase Date; 

  
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 (5) that Holders electing to have a Note purchased pursuant to an Asset Sale
Offer may elect to have Notes purchased in denominations of $2,000 and integral multiples of $1,000 in excess thereof; 
 (6)
that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry
transfer, to the Issuers, a depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; 

(7) that Holders will be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case
may be, receives, not later than the expiration of the Offer Period, facsimile or electronic transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased; 
 (8) that, if the aggregate principal amount of Notes and
other pari passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Issuers will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari
passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, will be purchased); and 

(9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered (or transferred by book-entry transfer). 
 On or before the Purchase Date, the Issuers will, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount allocable to the Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount allocable to the Notes has been
tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in
accordance with the terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver (or, to
the extend the Notes are in global form, make such payment through the facilities of DTC) to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers
will promptly issue a new Note, and the Trustee, upon receipt of a Company Order, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion
of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of the Asset Sale Offer on the Purchase Date. 

ARTICLE 4 
 COVENANTS 

Section 4.01 Payment of Notes. 
 The
Issuers shall pay or cause to be paid the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes on the dates and in the manner provided in the Notes. 

  
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Principal, premium, if any, and interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than Sunoco LP or a Subsidiary thereof, holds as of
11:00 a.m., Eastern time, on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest and Additional Interest, if any, then due. The Issuers will
pay all Additional Interest, if any, in the same manner as interest on the dates and in the amounts set forth in the applicable Registration Rights Agreement. 

The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium,
if any, at the then-applicable interest rate on the Notes to the extent lawful; and they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace period) at the same rate to the extent lawful. 
 The Issuers shall give the Trustee written notice
of the amounts and payment dates of any Additional Interest that may become payable under any Registration Rights Agreement. 
 Section 4.02
Maintenance of Office or Agency. 
 The Issuers shall maintain in the continental United States an office or agency (which may be an
office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers
in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers fail to maintain any such
required office or agency or fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuers of their obligation to maintain an office or agency in the
continental United States for such purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with
Section 2.03 hereof. 
 Section 4.03 Reports. 

(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes of any series are outstanding, Sunoco LP will furnish
(whether through hard copy or internet access) to the Holders of such Notes or cause the Trustee to furnish to the Holders of such Notes, within the time periods specified in the SEC’s rules and regulations: 

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms
10-Q and 10-K if Sunoco LP were required to file such reports as a non-accelerated filer; and 

(2) all current reports that would be required to be filed with the SEC on Form 8-K if
Sunoco LP were required to file such reports. 

  
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 All such reports will be prepared in all material respects in accordance with all of the rules
and regulations applicable to such reports, including Section 3-10 of Regulation S-X. Each annual report on Form 10-K will
include a report on Sunoco LP’s consolidated financial statements by Sunoco LP’s independent registered public accounting firm. In addition, Sunoco LP will file a copy of each of the reports referred to in clauses (1) and (2) above
with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. 

If, at any time Sunoco LP is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, Sunoco LP will
nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing; provided that,
for so long as Sunoco LP is not subject to the periodic reporting requirements of the Exchange Act for any reason, the time period for filing reports on Form 8-K shall be five Business Days after the event
giving rise to the obligation to file such report. Sunoco LP will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept Sunoco LP’s filings for any
reason, Sunoco LP will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if Sunoco LP were required to file those reports with the SEC. 

(b) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this
Section 4.03 shall be deemed cured (and Sunoco LP shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this
Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under Article 6 if the
principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. 

(c) To the extent not satisfied by the foregoing, for so long as the Notes are outstanding, Sunoco LP will furnish to the Holders of the Notes,
securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 

(d) Sunoco LP will be deemed to have furnished each report required by this Section 4.03 to the Trustee and the
Holders of the Notes if it has filed such report with the SEC using the EDGAR filing system and such report is publicly available. 
 (e)
Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including Sunoco LP’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’
Certificates). 
 Section 4.04 Compliance Certificate. 

(a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120
days after the end of each fiscal year (starting with the fiscal year ending December 31, 2017), an Officers’ Certificate stating that a review of the activities of the Issuers and Sunoco LP’s Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer


  
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signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in
default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and
what action the Issuers are taking or propose to take with respect thereto). 
 (b) So long as any of the Notes are outstanding, the Issuers
and the Guarantors will deliver to the Trustee, within 30 days of any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuers are taking or
propose to take with respect thereto. 
 Section 4.05 Taxes. 

The Issuers shall pay, and will cause each of Sunoco LP’s Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 

Section 4.06 Stay, Extension and Usury Laws. 

The Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the
Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they will not, by resort to any such law, hinder, delay or impede the execution of any
power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 

Section 4.07 Restricted Payments. 

(a) Sunoco LP will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: 

(1) declare or pay any dividend or make any other payment or distribution on account of its outstanding Equity Interests
(including any payment in connection with any merger or consolidation involving Sunoco LP or any of its Restricted Subsidiaries) or to the direct or indirect holders of Sunoco LP’s or any of its Restricted Subsidiaries’ Equity Interests in
their capacity as such (other than distributions or dividends payable in Equity Interests, excluding Disqualified Equity, of Sunoco LP and other than distributions or dividends payable to Sunoco LP or a Restricted Subsidiary); 

(2) purchase, redeem or otherwise acquire or retire for value (including in connection with any merger or consolidation
involving Sunoco LP) any Equity Interests of Sunoco LP or any direct or indirect parent of Sunoco LP; 
 (3) make any payment
on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness of Sunoco LP or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding (A) intercompany
Indebtedness between or among Sunoco LP and any of its Restricted Subsidiaries and (B) any such subordinated Indebtedness repaid, acquired or retired for value in anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case, due within one year of the date of payment, acquisition or retirement), except a payment of interest or principal within one month of the Stated Maturity thereof; or 

  
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 (4) make any Restricted Investment, 

(all such payments and other actions set forth in the foregoing clauses (1) through (4) above being collectively referred to as
“Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment, no Default (except a Reporting Default) or Event of Default has occurred and is continuing or would occur as a consequence of such
Restricted Payment and either: 
 (1) if the Fixed Charge Coverage Ratio for Sunoco LP’s most recently ended four full
fiscal quarters for which internal financial statements are available at the time of such Restricted Payment is not less than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Sunoco LP
and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2) through (10) of Section 4.07(b) hereof) during the quarter in which such Restricted Payment is made, is less than the sum, without
duplication, of: 
 (A) Available Cash from Operating Surplus as of the end of the immediately preceding quarter; plus

 (B) 100% of the aggregate net proceeds received by Sunoco LP (including the Fair Market Value of any Permitted Business or
long-term assets that are used or useful in a Permitted Business to the extent acquired in consideration of Equity Interests of Sunoco LP (other than Disqualified Equity)) since the 2023 Notes Issue Date as a contribution to its common equity
capital or from the issue or sale of Equity Interests of Sunoco LP (other than Disqualified Equity) or from the issue or sale of convertible or exchangeable Disqualified Equity or convertible or exchangeable debt securities of Sunoco LP that have
been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Equity or debt securities) sold to a Subsidiary of Sunoco LP); plus 

(C) to the extent that any Restricted Investment that was made after the 2023 Notes Issue Date is sold for cash or Cash
Equivalents or otherwise liquidated or repaid for cash or Cash Equivalents, the return of capital with respect to such Restricted Investment (less the cost of disposition, if any); plus 

(D) the net reduction in Restricted Investments resulting from dividends, repayments of loans or advances, or other transfers
of assets in each case to Sunoco LP or any of its Restricted Subsidiaries from any Person (including Unrestricted Subsidiaries) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, to the extent such amounts have not been
included in Available Cash from Operating Surplus for any period commencing on or after the 2023 Notes Issue Date (items (B), (C) and (D) being referred to as “Incremental Funds”); minus 

(E) the aggregate amount of Incremental Funds previously expended pursuant to this clause (1) and clause (2) below;
or 

  
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 (2) if the Fixed Charge Coverage Ratio for Sunoco LP’s most recently ended
four full fiscal quarters for which internal financial statements are available at the time of such Restricted Payment is less than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by
Sunoco LP and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2) through (10) of Section 4.07(b) hereof) during the quarter in which such Restricted Payment is made (such Restricted
Payments for purposes of this clause (2) meaning only distributions on common units and subordinated units of Sunoco LP, plus the related distribution on the general partner interest and any incentive distribution rights), is less than the sum,
without duplication, of: 
 (A) $250.0 million less the aggregate amount of all prior Restricted Payments made by Sunoco
LP and its Restricted Subsidiaries pursuant to this clause (2)(A) since the 2023 Notes Issue Date; plus 
 (B)
Incremental Funds to the extent not previously expended pursuant to this clause (2) or clause (1) above. 
 (b) The provisions of
Section 4.07(a) hereof shall not prohibit: 
 (1) the payment of any dividend or distribution
within 60 days after the date of its declaration, if at the date of declaration the payment would have complied with the provisions of this Indenture; 

(2) the redemption, repurchase, retirement, defeasance or other acquisition of subordinated Indebtedness of Sunoco LP or any
Guarantor or of any Equity Interests of Sunoco LP in exchange for, or out of the net cash proceeds of, a substantially concurrent (a) capital contribution to Sunoco LP from any Person (other than a Restricted Subsidiary of Sunoco LP) or
(b) sale (other than to a Restricted Subsidiary of Sunoco LP) of Equity Interests of Sunoco LP, with a sale being deemed substantially concurrent if such redemption, repurchase, retirement, defeasance or other acquisition occurs not more than
120 days after such sale; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded or deducted from the calculation of Available
Cash from Operating Surplus and Incremental Funds; 
 (3) the defeasance, redemption, repurchase or other acquisition or
retirement of any subordinated Indebtedness of Sunoco LP or any Guarantor with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness; 

(4) the payment of any distribution or dividend by a Restricted Subsidiary of Sunoco LP to the holders of its Equity Interests
(other than Disqualified Equity) on a pro rata basis; 
 (5) so long as no Default (except a Reporting Default) has occurred
and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Sunoco LP or any Restricted Subsidiary of Sunoco LP held by any current or former officer, director or
employee of the General Partner, Sunoco LP or any of Sunoco LP’s Restricted Subsidiaries pursuant to any equity subscription agreement or plan, stock or unit option agreement, shareholders’ agreement or similar agreement; provided
that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.0 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years);
provided further that such amount in any calendar year may be increased by an amount not to exceed (a) the cash proceeds received by Sunoco LP from the sale of Equity Interests of Sunoco LP to members of management or directors of
the General Partner, Sunoco LP or its Restricted Subsidiaries that occurs after the 2023 Notes Issue Date (to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments
by virtue of clauses (1)(B) or (2)(B) of Section 4.07(a) hereof), plus (b) the cash proceeds of key man life insurance policies received by Sunoco LP after the 2023 Notes Issue Date; 

  
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 (6) so long as no Default (except a Reporting Default) has occurred and is
continuing or would be caused thereby, payments of dividends on Disqualified Equity issued pursuant to Section 4.09 hereof; 

(7) repurchases of Capital Stock deemed to occur upon exercise of stock options, warrants or other convertible securities if
such Capital Stock represents a portion of the exercise price of such options, warrants or other convertible securities; 

(8) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other
securities convertible into or exchangeable for Capital Stock of Sunoco LP; 
 (9) any purchases, redemptions or other
acquisitions or retirements for value of Equity Interests made in lieu of withholding taxes in connection with any exercise or exchange of warrants, options or rights to acquire Equity Interests; 

(10) the repurchase, redemption or other acquisition or redemption or other acquisition or retirement for value of any
subordinated Indebtedness pursuant to provisions similar to those in Section 4.10 or Section 4.14 hereof; provided that prior to such repurchase, redemption or other acquisition Sunoco LP
(or a third party to the extent permitted by this Indenture) shall have made a Change of Control Offer or Asset Sale Offer, as the case may be, with respect to the Notes and shall have repurchased all Notes properly tendered and not withdrawn in
connection with such Change of Control or Asset Sale Offer; or 
 (11) in connection with an acquisition by Sunoco LP or any
of its Restricted Subsidiaries, the return to Sunoco LP or any of its Restricted Subsidiaries of Equity Interests of Sunoco LP or its Restricted Subsidiaries constituting a portion of the purchase consideration in settlement of indemnification
claims. 
 The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of
the asset(s) or securities proposed to be transferred or issued by Sunoco LP or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by
this Section 4.07 will be determined, in the case of amounts of $50.0 million or more, by the Board of Directors of the General Partner, whose resolution with respect thereto shall be delivered to the Trustee. For the
purposes of determining compliance with this Section 4.07, if a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in the preceding clauses (1) through (11),
Sunoco LP will be permitted to classify (or reclassify in whole or in part in its sole discretion) such Restricted Payment in any manner that complies with this Section 4.07. 

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 

(a) Sunoco LP will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 
 (1) pay dividends or
make any other distributions on its Equity Interests to Sunoco LP or any of its Restricted Subsidiaries or to pay any indebtedness owed to Sunoco LP or any of its Restricted Subsidiaries; 

  
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 (2) make loans or advances to Sunoco LP or any of its Restricted Subsidiaries; or

 (3) sell, lease or transfer any of its properties or assets to Sunoco LP or any of its Restricted Subsidiaries. 

(b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by
reason of: 
 (1) agreements as in effect on the date of this Indenture and any amendments, restatements, modifications,
renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or
refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture; 

(2) this Indenture, the Notes and the Note Guarantees; 

(3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;

 (4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Sunoco LP or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to
any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by
the terms of this Indenture; 
 (5) customary non-assignment provisions in contracts
for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or
terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business; 

(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that
impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; 

(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted
Subsidiary pending its sale or other disposition; 
 (8) Permitted Refinancing Indebtedness; provided that the
restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; 

  
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 (9) Liens permitted to be incurred under the provisions of
Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; 

(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale
agreements, sale and leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business; 

(11) any agreement or instrument relating to any property or assets acquired after the date of this Indenture, so long as such
encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; 

(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary
course of business; and 
 (13) Hedging Obligations incurred in the ordinary course of business and not for speculative
purposes from time to time. 
 Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Equity. 

(a) Sunoco LP will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and Sunoco LP will not, and will not permit any of its Restricted
Subsidiaries to, issue any Disqualified Equity; provided, however, that Sunoco LP and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) and Sunoco LP and the Restricted Subsidiaries may issue Disqualified
Equity, if the Fixed Charge Coverage Ratio for Sunoco LP’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or
such Disqualified Equity is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or
the Disqualified Equity had been issued, as the case may be, at the beginning of such four-quarter period. 
 (b) The provisions of
Section 4.09(a) hereof shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”) or the issuance of any Disqualified Equity described in clause
(11) below: 
 (1) the incurrence by Sunoco LP and any Restricted Subsidiary of additional Indebtedness (including
letters of credit) under one or more Credit Facilities; provided that, after giving effect to such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (1) (with letters of credit being deemed to have a
principal amount equal to the maximum potential liability of Sunoco LP and its Restricted Subsidiaries thereunder) and then outstanding does not exceed the greater of (a) $1,500.0 million and (b) the sum of $1,200.0 million and 25.0%
of Sunoco LP’s Consolidated Net Tangible Assets; 
 (2) the incurrence by Sunoco LP and its Restricted Subsidiaries of
the Existing Indebtedness; 
 (3) the incurrence by Sunoco LP, Finance Corp. and the Guarantors of Indebtedness represented
by the Notes issued on the date of this Indenture, any Notes issued in exchange for other Notes pursuant to the terms of a Registration Rights Agreement, and the Note Guarantees; 

  
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 (4) the incurrence by Sunoco LP or any of its Restricted Subsidiaries of
Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property,
plant or equipment used in the business of Sunoco LP or any of its Restricted Subsidiaries, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to
this clause (4); provided that after giving effect to such incurrence the aggregate principal amount of all Indebtedness incurred pursuant to this clause (4) and then outstanding does not exceed the greater of (a) $50.0 million and
(b) 3.5% of Sunoco LP’s Consolidated Net Tangible Assets; 
 (5) the incurrence by Sunoco LP or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge, any Indebtedness (other than intercompany Indebtedness) that was permitted by this
Indenture to be incurred under Section 4.09(a) hereof or clauses (2) or (3) of this Section 4.09(b) or this clause (5); 

(6) the incurrence by Sunoco LP or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Sunoco LP
and any of its Restricted Subsidiaries; provided, however, that: 
 (A) if Sunoco LP or any Guarantor is the
obligor on such Indebtedness and the payee is not Sunoco LP or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of Sunoco LP, or the
Note Guarantee, in the case of a Guarantor; and 
 (B) (i) any subsequent issuance or transfer of Equity Interests that
results in any such Indebtedness being held by a Person other than Sunoco LP or a Restricted Subsidiary of Sunoco LP and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Sunoco LP or a Restricted
Subsidiary of Sunoco LP, will be deemed, in each case, to constitute an incurrence of such Indebtedness by Sunoco LP or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 

(7) the incurrence by Sunoco LP or any of its Restricted Subsidiaries of Hedging Obligations incurred in the ordinary course of
business and not for speculative purposes; 
 (8) the guarantee by Sunoco LP or any of its Restricted Subsidiaries of
Indebtedness of Sunoco LP or a Restricted Subsidiary of Sunoco LP that was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to or
pari passu with the Notes, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; 

(9) the incurrence by Sunoco LP or any of its Restricted Subsidiaries of obligations relating to net gas balancing positions
arising in the ordinary course of business and consistent with past practice; 
 (10) the incurrence by Sunoco LP or any of
its Restricted Subsidiaries of Acquired Debt in connection with a transaction meeting either one of the financial tests set forth in Section 5.01(a)(4) hereof; 

  
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 (11) the issuance by any of Sunoco LP’s Restricted Subsidiaries to Sunoco LP
or to any of its Restricted Subsidiaries of any Disqualified Equity; provided, however, that: 
 (A) any
subsequent issuance or transfer of Equity Interests that results in any such Disqualified Equity being held by a Person other than Sunoco LP or a Restricted Subsidiary of Sunoco LP; and 

(B) any sale or other transfer of any such Disqualified Equity to a Person that is not either Sunoco LP or a Restricted
Subsidiary of Sunoco LP; 
 will be deemed, in each case, to constitute an issuance of such Disqualified Equity by such Restricted Subsidiary
that was not permitted by this clause (11); 
 (12) the incurrence by Sunoco LP or any of its Restricted Subsidiaries of
liability in respect of the Indebtedness of any Unrestricted Subsidiary of Sunoco LP or any Joint Venture, but only to the extent that such liability is the result of Sunoco LP’s or any such Restricted Subsidiary’s being a general partner
of such Unrestricted Subsidiary or Joint Venture and not as guarantor of such Indebtedness; provided that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (12) and
then outstanding does not exceed $100.0 million; and 
 (13) the incurrence by Sunoco LP or any of its Restricted
Subsidiaries of additional Indebtedness; provided that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (13) and then outstanding does not exceed the greater of
(a) $75.0 million and (b) 5.0% of Sunoco LP’s Consolidated Net Tangible Assets. 
 Sunoco LP will not incur, and will not permit
Finance Corp. or any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of Sunoco LP, Finance Corp. or such Guarantor unless such Indebtedness is also
contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness of a Person shall be deemed to be contractually subordinated in
right of payment to any other Indebtedness of such Person solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis. 

For purposes of determining compliance with this Section 4.09, if an item of proposed Indebtedness meets the
criteria of more than one of the categories of Permitted Debt described in clauses (1) through (13) above, or is entitled to be incurred pursuant to Section 4.09(a) hereof, Sunoco LP will be permitted to classify such
item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under the Credit Agreement outstanding
on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. 

The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Equity in the form of additional shares of the same class of
Disqualified Equity shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Equity for purposes of this Section 4.09; provided, however, in each such case, that the amount of any
such accrual, accretion or payment is included in Fixed Charges of Sunoco LP as accrued. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that Sunoco LP or any Restricted
Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. 

  
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 Section 4.10 Asset Sales. 

(a) Sunoco LP will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 

(1) Sunoco LP (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least
equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; 
 (2) such Fair
Market Value is determined by the Board of Directors of the General Partner if the value is $50.0 million or more, as evidenced by a resolution of such Board of Directors of the General Partner; and 

(3) at least 75% of the aggregate consideration received by Sunoco LP and its Restricted Subsidiaries in the Asset Sale and all
other Asset Sales since the 2023 Notes Issue Date is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash: 

(A) any liabilities, as shown on Sunoco LP’s most recent consolidated balance sheet, of Sunoco LP or any such Restricted
Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantees) that are assumed or forgiven by the transferee of any such assets pursuant to a novation or indemnity agreement
that releases Sunoco LP or such Restricted Subsidiary from or indemnifies against further liability; 
 (B) any securities,
notes or other obligations received by Sunoco LP or any such Restricted Subsidiary from such transferee that are within 180 days after the Asset Sale (subject to ordinary settlement periods), converted by Sunoco LP or such Restricted Subsidiary into
cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; 
 (C) any Capital Stock
or assets of the kind referenced in clause (2) or (4) of the next paragraph; and 
 (D) any Designated Non-cash Consideration received by Sunoco LP or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by Sunoco LP), taken together with all other
Designated Non-cash Consideration received pursuant to this clause (d), not to exceed the greater of (i) $50.0 million and (ii) 2.5% of Sunoco LP’s Consolidated Net Tangible Assets (with the Fair
Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). 

(b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale (or within 180 days after such 365-day period in the event
Sunoco LP or any Restricted Subsidiary enters into a binding commitment with respect to such application), Sunoco LP (or any Restricted Subsidiary) may apply an amount equal to such Net Proceeds: 

  
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 (1) to repay Senior Indebtedness of Sunoco LP and/or its Restricted Subsidiaries
(or to make an offer to repurchase or redeem such Indebtedness; provided that such repurchase or redemption closes within 45 days after the end of such 365-day period or any permitted extension thereof
as contemplated by the first sentence of this paragraph); 
 (2) to acquire all or substantially all of the assets of, or any
Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business becomes a Restricted Subsidiary of Sunoco LP; 

(3) to make a capital expenditure; or 

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted
Business. 
 (c) Pending the final application of any Net Proceeds, Sunoco LP or any Restricted Subsidiary may temporarily reduce revolving
credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. 
 (d) Any Net Proceeds from
Asset Sales that are not applied or invested as provided in the second paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million,
within five Business Days thereof, Sunoco LP will make an Asset Sale Offer, pursuant to Section 3.09, to all Holders of each series of Notes then outstanding and all holders of other Indebtedness that is pari passu with the
Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that
may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, to, but excluding, the date of
purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the purchase date, and will be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, Sunoco LP may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, then the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis (except that Global Notes will be selected by such method as DTC or its nominee or successor may require or, where
such nominee or successor is the trustee, a method that most nearly approximates pro rata selection as the trustee deems fair and appropriate unless otherwise required by law). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds
will be reset at zero. 
 (e) In making an Asset Sale Offer, Sunoco LP will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09
hereof or this Section 4.10, Sunoco LP will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this
Section 4.10 by virtue of such compliance. 
 Section 4.11 Transactions with Affiliates. 

(a) Sunoco LP will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of
Sunoco LP (each, an “Affiliate Transaction”), unless: 

  
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 (1) the Affiliate Transaction is on terms that are no less favorable to Sunoco LP
or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Sunoco LP or such Restricted Subsidiary with an unrelated Person; and 

(2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in
excess of $50.0 million, Sunoco LP delivers to the Trustee a resolution of the Board of Directors of the General Partner set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate
Transactions complies with clause (1) of this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the members of the Board of Directors of the General Partner meeting the independence
standards prescribed by the exchange upon which Sunoco LP’s common units representing limited partner interests in Sunoco LP are listed for trading. 

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of
Section 4.11(a) hereof: 
 (1) any employment agreement, equity award, equity option or equity
appreciation agreement or plan or any similar arrangement entered into by Sunoco LP or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto; 

(2) transactions between or among Sunoco LP and/or its Restricted Subsidiaries; 

(3) transactions with a Person (other than an Unrestricted Subsidiary of Sunoco LP) that is an Affiliate of Sunoco LP solely
because Sunoco LP owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; 
 (4)
any issuance of Equity Interests (other than Disqualified Equity) of Sunoco LP to Affiliates of Sunoco LP; 
 (5) Restricted
Payments or Permitted Investments that do not violate Section 4.07 hereof; 
 (6) customary
compensation, indemnification and other benefits made available to officers, directors or employees of Sunoco LP, a Restricted Subsidiary of Sunoco LP or the General Partner, including reimbursement or advancement of
out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; 

(7) in the case of contracts for purchase, sale, transportation and marketing of crude oil, natural gas, condensate and natural
gas liquids, hedging agreements, and handling, storage, or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by
Sunoco LP or any of its Restricted Subsidiaries and third parties, or if neither Sunoco LP nor any of its Restricted Subsidiaries has entered into a similar contract with a third party, that the terms are no less favorable than those available from
third parties on an arm’s length basis, as determined by the Board of Directors of the General Partner; 
 (8) loans or
advances to employees in the ordinary course of business not to exceed $2.5 million in the aggregate at any one time outstanding; 

  
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 (9) transactions effected in accordance with the terms of (A) the
Partnership Agreement, (B) the Omnibus Agreement, dated September 25, 2012, by and among Susser Petroleum Partners LP, Susser Petroleum Partners GP LLC and Susser Holdings Corporation, (C) the Transportation Agreement, dated
September 25, 2012, between Susser Petroleum Operating Company LLC and Susser Petroleum Company LLC, (D) the Fuel Distribution Agreement, dated September 25, 2012, by and among Susser Petroleum Operating Company LLC, Susser Holdings
Corporation, Stripes LLC and Susser Petroleum Company LLC, and (E) each other agreement in effect on the date of this Indenture that is described in the Offering Memorandum, as each such agreement is in effect on the date of this Indenture, and
any amendment or extension of such agreement so long as the terms of such amendment or extension, taken as a whole, are not less advantageous to Sunoco LP or the relevant Restricted Subsidiary (as determined by the Board of Directors of the General
Partner in its reasonable good faith judgment) in any material respect than the agreement so amended or extended; and 
 (10)
any transaction with respect to which Sunoco LP has obtained an opinion from an independent accounting, appraisal or investment banking firm of national standing to the effect that such transaction is fair from a financial point of view to Sunoco LP
and its Restricted Subsidiaries, as applicable. 
 Section 4.12 Liens. 

Sunoco LP will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause to exist or become
effective any Lien of any kind (other than Permitted Liens) securing Indebtedness (including any Attributable Debt) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the Notes and the Note
Guarantees are secured on an equal and ratable basis or on a senior basis with the obligations so secured until such time as such obligations are no longer secured by a Lien (other than Permitted Liens). 

Section 4.13 Limitations on Finance Corp. Activities. 

Finance Corp. shall not hold any material assets, become liable for any material obligations or engage in any significant business activities;
provided that Finance Corp. may be a co-obligor or guarantor with respect to Indebtedness if Sunoco LP is an obligor on such Indebtedness and the net proceeds of such Indebtedness are received by Sunoco
LP, Finance Corp. or one or more Guarantors. At any time after Sunoco LP is a corporation, Finance Corp. may consolidate or merge with or into Sunoco LP or any Restricted Subsidiary. 

Section 4.14 Offer to Repurchase Upon Change of Control. 

(a) Upon the occurrence of a Change of Control with respect to any series of Notes, Sunoco LP shall make an offer (a “Change of Control
Offer”) to each Holder of Notes of that series to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control
Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to, but excluding, the date of purchase (the “Change of Control
Payment Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Payment Date. Within 30 days following any Change of
Control, Sunoco LP will send a notice to each Holder of the Notes of such series describing the transaction or transactions that constitute the Change of Control and stating: 

  
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 (1) that the Change of Control Offer is being made pursuant to this
Section 4.14 and that all Notes of that series tendered will be accepted for payment; 
 (2) the
purchase price and the Change of Control Payment Date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is sent; 

(3) that any Note not tendered will continue to accrue interest and Additional Interest, if any; 

(4) that, unless Sunoco LP defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to
the Change of Control Offer will cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Date; 

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the
Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date; 
 (6) that Holders will be entitled to withdraw their election if
the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile, electronic transmission or letter setting forth the name of the Holder, the principal amount of
Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and 

(7) that Holders whose Notes are being purchased only in part will be issued new Notes of the same series and equal in
principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 

Sunoco LP shall comply with all applicable requirements of Rule 14e-l under the Exchange Act and any other securities
laws and regulations. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, Sunoco LP shall comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance. 

Notwithstanding anything to the contrary in this Indenture or the Notes, neither of the Issuers shall be required to make a Change of Control
Offer as a result of the 7-Eleven Transaction or any Qualified Retail Asset Sale. 
 (b) Promptly
following the expiration of the Change of Control Offer, Sunoco LP will, to the extent lawful, accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer. Promptly thereafter on the Change of Control
Payment Date, Sunoco LP will: 
 (1) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and 
 (2) deliver or cause to be delivered to the Trustee the
Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by Sunoco LP. 

  
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 The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of
Control Payment for such Notes (or, to the extent the Notes are in global form, make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new
Note of the same series and equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Sunoco LP will
publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 
 The
provisions of this Section 4.14 that require Sunoco LP to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. 

(c) Notwithstanding anything to the contrary in this Section 4.14, Sunoco LP will not be required to make a Change of
Control Offer upon a Change of Control with respect to any series of Notes if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this
Section 4.14 applicable to a Change of Control Offer made by Sunoco LP and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer; (2) notice of redemption with respect to all
outstanding Notes of that series has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price; or (3) in connection with, or in contemplation of, any
publicly announced Change of Control, Sunoco LP has made an offer to purchase (an “Alternate Offer”) any and all Notes of that series properly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased
all such Notes properly tendered in accordance with the terms of such Alternate Offer. Notwithstanding anything to the contrary contained in this Indenture, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon
the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. 

(d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes of any series accept a Change of
Control Offer or Alternate Offer and Sunoco LP purchases all of the Notes of that series held by such Holders, Sunoco LP will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the
purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all of the Notes of that series that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate
Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest and Additional Interest, if any, thereon to, but excluding, the Redemption Date
(subject to the right of the Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date). 

Section 4.15 Additional Guarantees. 

If, after the date of this Indenture, any Restricted Subsidiary of Sunoco LP that is not already a Guarantor guarantees any Indebtedness of
either of the Issuers or any Guarantor under a Credit Facility, or any Domestic Subsidiary, if not then a Guarantor, incurs any Indebtedness under any Credit Facility, then in either case that Subsidiary will become a Guarantor by executing a
supplemental indenture substantially in the form of Exhibit F hereto and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be; provided,
however, that the preceding shall not apply to Subsidiaries of Sunoco LP that have been properly designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to


  
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constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Note Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph as a result of its guarantee of any
Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such Restricted Subsidiary’s Note Guarantee, except a discharge
or release by, or as a result of payment under, such guarantee. 
 Section 4.16 Designation of Restricted and Unrestricted Subsidiaries. 

The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation
would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Sunoco LP and its Restricted Subsidiaries in the Subsidiary designated as an
Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07 hereof or a Permitted Investment
under one or more clauses of the definition of Permitted Investments, as determined by Sunoco LP; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. 
 Any designation of a Subsidiary of Sunoco LP as an Unrestricted Subsidiary
will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with
the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Sunoco LP as of such date and, if such Indebtedness is not permitted to be incurred as of such
date under Section 4.09 hereof, Sunoco LP will be in default of such covenant. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Sunoco LP;
provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Sunoco LP of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if
(1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period and (2) no Default or Event
of Default would be in existence following such designation. 
 Section 4.17 Termination of Covenants. 

If at any time following the date of this Indenture, the Notes of each series then outstanding achieve an Investment Grade Rating and no
Default or Event of Default has occurred and is then continuing under this Indenture, Sunoco LP and its Restricted Subsidiaries will no longer be subject to the following provisions of this Indenture (a “Termination Event”): 

(1) Section 4.07; 

(2) Section 4.08; 

(3) Section 4.09; 

(4) Section 4.10; 

(5) Section 4.11; 

  
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 (6) Section 4.13; 

(7) Section 4.15; 

(8) Section 4.16; and 

(9) Section 5.01(a)(4). 

Promptly after such Termination Event, Sunoco LP shall deliver to the Trustee an Officers’ Certificate certifying to such event. 

ARTICLE 5 
 SUCCESSORS 

Section 5.01 Merger, Consolidation or Sale of Assets. 

(a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer
is the surviving entity); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of Sunoco LP and its Subsidiaries, taken as a whole, in one or more related transactions, to
another Person, unless: 
 (1) either: 

(A) such Issuer is the surviving entity; or 

(B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale,
assignment, transfer, lease, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that
Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as Sunoco LP is not a corporation; 

(2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such
sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of such Issuer under the Notes, this Indenture and any Registration Rights Agreement then in effect pursuant to a supplemental indenture
hereto or other appropriate agreement; 
 (3) immediately after such transaction, no Default or Event of Default exists; 

(4) in the case of a transaction involving Sunoco LP and not Finance Corp., Sunoco LP or the Person formed by or surviving
any such consolidation or merger (if other than Sunoco LP), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will either: 

(A) be, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the
same had occurred at the beginning of the applicable four-quarter period, permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or 

  
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 (B) have a Fixed Charge Coverage Ratio, on the date of such transaction and after
giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, not less than the Fixed Charge Coverage Ratio of Sunoco LP immediately prior to such
transaction; and 
 (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that such consolidation, merger or disposition and such supplemental indenture or other appropriate agreement (if any) comply with this Indenture and all conditions precedent therein relating to such transaction have been satisfied;

 provided that clauses (3) and (4) shall not apply to any sale of assets of a Restricted Subsidiary to Sunoco LP or another
Restricted Subsidiary or the merger or consolidation of a Restricted Subsidiary into any Restricted Subsidiary or Sunoco LP. 
 (b)
Notwithstanding anything to the contrary in this Indenture or the Notes, the 7-Eleven Transaction or any Qualified Retail Asset Sale shall not constitute a sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the properties or assets of Sunoco LP and its Subsidiaries, taken as a whole. 
 (c)
Notwithstanding Section 5.01(a), Sunoco LP is permitted to reorganize as any other form of entity in accordance with the procedures established in this Indenture; provided that: 

(1) the reorganization involves the conversion (by merger, sale, legal conversion, contribution or exchange of assets or
otherwise) of Sunoco LP into a form of entity other than a limited partnership formed under Delaware law; 
 (2) the entity
so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; 

(3) the entity so formed by or resulting from such reorganization assumes all the obligations of Sunoco LP under the Notes,
this Indenture and any Registration Rights Agreement then in effect pursuant to a supplemental indenture hereto or other appropriate agreement; 

(4) immediately after such reorganization no Default or Event of Default exists; 

(5) such reorganization is not materially adverse to the Holders of Notes (for purposes of this clause (5) it is
stipulated that such reorganization shall not be considered materially adverse to the Holders of Notes solely because the successor or survivor of such reorganization (A) is subject to federal or state income taxation as an entity or
(B) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b)(i) of the Internal Revenue Code of 1986, as amended, or any similar state or local law); and 

(6) Sunoco LP has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
reorganization and such supplemental indenture or other appropriate agreement (if any) comply with this Indenture and all conditions precedent therein relating to such transaction have been satisfied. 

(d) A Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with
or into (whether or not such Guarantor is the surviving Person), another Person, other than Sunoco LP or another Guarantor, except as permitted by Sections 10.04 and 10.05 hereof. 

  
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 Section 5.02 Successor Person Substituted. 

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the
properties or assets, of an Issuer in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof and in which such Issuer is not the surviving entity, the successor Person formed by such
consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation,
merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to “Sunoco LP” or “Finance Corp.,” as applicable, shall refer instead to the successor Person and not to such
Issuer), and may exercise every right and power of such Issuer under this Indenture with the same effect as if such successor Person had been named as such Issuer herein, and thereafter (except in the case of a lease of all or substantially all of
such Issuer’s properties or assets), such Issuer will be relieved of all obligations and covenants under this Indenture and the Notes. 

ARTICLE 6 
 DEFAULTS AND
REMEDIES 
 Section 6.01 Events of Default. 

Each of the following is an “Event of Default” with respect to each series of Notes: 

(1) default for 30 days in the payment when due of interest or Additional Interest, if any, on the Notes of that series; 

(2) default in the payment when due (at Stated Maturity, upon optional or mandatory redemption or otherwise) of the principal
of, or premium, if any, on, the Notes of that series; 
 (3) failure by Sunoco LP or any Guarantor to (a) make a Change
of Control Offer with respect to that series within the time periods set forth, or to consummate a purchase of such Notes when required pursuant to the terms described, in Section 4.14 hereof, (b) make an Asset Sale
Offer within the time periods set forth, or to consummate a purchase of such Notes when required pursuant to the terms described, in Section 4.10 hereof or (c) comply with the provisions of
Section 5.01 hereof; provided that, with respect to the failures described in clauses (b) and (c), such failure will not constitute an Event of Default for 30 days if such failure is capable of cure; 

(4) failure by Sunoco LP for 180 days after notice by the Trustee or Holders of at least 25% in aggregate principal amount of
Notes of that series then outstanding to comply with the provisions of Section 4.03 hereof; 
 (5)
failure by the Issuers or any Guarantor for 60 days after written notice by the Trustee or Holders of at least 25% in aggregate principal amount of Notes of that series then outstanding to comply with any of the other agreements in this Indenture;


  
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 (6) default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Sunoco LP or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Sunoco LP or any of its Restricted Subsidiaries), whether such
Indebtedness or guarantee now exists, or is created after the date of this Indenture, if that default: 
 (A) is caused by a
failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or 

(B) results in the acceleration of such Indebtedness prior to its express maturity, 

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more; provided, however, that if, prior to any acceleration of the Notes, (i) any such Payment Default is cured or
waived, (ii) any such acceleration is rescinded, or (iii) such Indebtedness is repaid during the 10 Business Day period commencing upon the end of any applicable grace period for such Payment Default or the occurrence of such acceleration,
as applicable, any Default or Event of Default (but not any acceleration of the Notes) caused by such Payment Default or acceleration shall automatically be rescinded, so long as such rescission does not conflict with any judgment, decree or
applicable law; 
 (7) failure by an Issuer or any of Sunoco LP’s Restricted Subsidiaries to pay final judgments entered
by a court or courts of competent jurisdiction aggregating in excess of $50.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; 

(8) an Issuer or any of Sunoco LP’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of Sunoco LP that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: 

(A) commences a voluntary case, 

(B) consents to the entry of an order for relief against it in an involuntary case, 

(C) consents to the appointment of a custodian of it or for all or substantially all of its property, 

(D) makes a general assignment for the benefit of its creditors, or 

(E) generally is not paying its debts as they become due; 

(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(A) is for relief against an Issuer or any of Sunoco LP’s Restricted Subsidiaries that is a Significant Subsidiary or any
group of Restricted Subsidiaries of the Sunoco LP that, taken together, would constitute a Significant Subsidiary in an involuntary case; 

  
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 (B) appoints a custodian of an Issuer or any of Sunoco LP’s Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Sunoco LP that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of an Issuer or any of Sunoco
LP’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Sunoco LP that, taken together, would constitute a Significant Subsidiary; or 

(C) orders the liquidation of an Issuer or any of Sunoco LP’s Restricted Subsidiaries that is a Significant Subsidiary or
any group of Restricted Subsidiaries of Sunoco LP that, taken together, would constitute a Significant Subsidiary; 
 and the order or decree
remains unstayed and in effect for 60 consecutive days; and 
 (10) except as permitted by this Indenture, any Note Guarantee
of such Notes is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its Obligations under
its Note Guarantee of such Notes. 
 Section 6.02 Acceleration. 

In the case of an Event of Default specified in clause (8) or clause (9) of Section 6.01 hereof, all
outstanding Notes of each series will become due and payable immediately without further action or notice. If any other Event of Default occurs with respect to any series of Notes and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes of that series may declare, by notice in writing to the Issuers, all such Notes to be due and payable immediately. Upon any such declaration, such Notes shall become due and payable
immediately. 
 The Holders of a majority in aggregate principal amount of the then outstanding Notes of a series by written notice to the
Trustee may, on behalf of the Holders of all of the Notes of that series, rescind an acceleration or waive any existing Default or Event of Default with respect to that series and its consequences under this Indenture except a continuing Default or
Event of Default in the payment of interest or premium or Additional Interest, if any, on, or the principal of, the Notes of that series. 

Section 6.03 Other Remedies. 
 If an
Event of Default with respect to a series of Notes occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, or premium and Additional Interest, if any, and interest on, the Notes of that series or
to enforce the performance of any provision of such Notes or this Indenture. 
 The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note of any series in exercising any right or remedy accruing upon an Event of Default with respect to that series
shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 

  
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 Section 6.04 Waiver of Past Defaults. 

Holders of a majority in aggregate principal amount of the then outstanding Notes of any series by written notice to the Trustee may, on behalf
of the Holders of all of the Notes of that series, waive an existing Default or Event of Default with respect to that series and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium
and Additional Interest, if any, or interest on, the Notes of that series (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding
Notes of that series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

Section 6.05 Control by Majority. 

Holders of a majority in aggregate principal amount of the then outstanding Notes of a series may direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it hereunder with respect to that series. However, the Trustee may refuse to follow any direction that conflicts with law or
this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. 

Section 6.06 Limitation on Suits. 
 A
Holder of Notes of a series may pursue a remedy with respect to this Indenture or the Notes of that series only if: 
 (1)
such Holder gives to the Trustee written notice that an Event of Default with respect to that series is continuing; 
 (2)
Holders of at least 25% in aggregate principal amount of the then outstanding Notes of that series make a written request to the Trustee to pursue the remedy; 

(3) such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to the Trustee in
its sole discretion against any loss, liability or expense; 
 (4) the Trustee does not comply with the request within 60
days after receipt of the request and the offer of security or indemnity; and 
 (5) during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes of that series do not give the Trustee a direction inconsistent with such request. 

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of
a Note. 
 Section 6.07 Rights of Holders of Notes to Receive Payment. 

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, or premium and
Additional Interest, if any, and interest on, the Note, on or after the respective due dates expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without
the consent of such Holder. 

  
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 Section 6.08 Collection Suit by Trustee. 

If an Event of Default specified in Section 6.01(1) or (2) hereof occurs with respect to a series of
Notes and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium and Additional Interest, if any, and interest remaining
unpaid on, the Notes of that series and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel. 
 Section 6.09 Trustee May File Proofs of Claim. 

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any
other obligor upon the Notes), their creditors or their property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment
of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

Section 6.10 Priorities. 
 If the
Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order: 

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including
payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 

Second: to Holders of Notes of the applicable series for amounts due and unpaid on the Notes for principal, premium and
Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Additional Interest, if any, and interest, respectively; and 

Third: to the Issuers or to such party as a court of competent jurisdiction shall direct. 

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. 

  
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 Section 6.11 Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted
by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes of the applicable series. 

ARTICLE 7 
 TRUSTEE 

Section 7.01 Duties of Trustee. 
 (a)
If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs. 
 (b) Except during the continuance of an Event of Default: 

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need
perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture. 
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that: 
 (1) this paragraph does not limit the effect of
paragraph (b) of this Section 7.01; 
 (2) the Trustee will not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether or not therein expressly so provided,
every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01. 

  
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 (e) No provision of this Indenture will require the Trustee to expend or risk its own funds or
incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holders have offered to the Trustee security or indemnity satisfactory to it in its
sole discretion against any loss, liability or expense. 
 (f) The Trustee will not be liable for interest on any money received by it except
as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

Section 7.02 Rights of Trustee. 
 (a)
The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee
will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel
will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed
with due care. 
 (d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized
or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Issuers will be sufficient if signed by an Officer of each of the Issuers. 
 (f) The Trustee
will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it in its sole
discretion against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction. 
 (g) The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and each agent,
custodian and other Person employed to act hereunder. 
 (h) The Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder. 
 (i) The Trustee shall not be responsible or liable for any action taken or omitted by it
in good faith at the direction of the Holders of not less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power
conferred by this Indenture. 
 (j) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this
Indenture. 

  
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 (k) In no event shall the Trustee be liable for special, punitive, indirect or consequential
damages, including but not limited to lost profits, irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Indenture. 

Section 7.03 Individual Rights of Trustee. 

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any
Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as defined in the TIA) after a Default has occurred and is continuing, it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections
7.10 and 7.11 hereof. 
 Section 7.04 Trustee’s Disclaimer. 

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not
be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication. 
 Section 7.05 Notice of Defaults. 

If a Default or Event of Default occurs with respect to a series of Notes and is continuing and if it is known to the Trustee, the Trustee will
send to Holders of Notes of that series a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium or Additional Interest, if any, or interest
on, any Note of a series, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes of that series. 

Section 7.06 Reports by Trustee to Holders of the Notes. 

(a) Within 60 days after each May 15 beginning with May 15, 2018, and for so long as Notes of any series remain outstanding, the
Trustee will send to the Holders of such Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also send all reports as required by TIA § 313(c). 

(b) A copy of each report at the time of its delivery to the Holders of Notes will be mailed or delivered by the Trustee to the Issuers and
filed by the Trustee with the SEC and each stock exchange on which the Notes of any series are listed in accordance with TIA § 313(d). The Issuers will promptly notify the Trustee when the Notes of any series are listed on any stock
exchange. 

  
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 Section 7.07 Compensation and Indemnity. 

(a) The Issuers will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder.
The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Issuers will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by
it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 

(b) The Issuers and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of
or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07)
and defending itself against any claim (whether asserted by the Issuers, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense which is found by a court of competent jurisdiction in a non-appealable judgment to have resulted from the Trustee’s own negligence or bad faith. The Trustee will notify
the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers will not relieve the Issuers or any of the Guarantors of their obligations hereunder. The Issuers or such Guarantor will defend the
claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Issuers will pay the reasonable fees and expenses of such counsel. Neither the Issuers nor any Guarantor need pay for any settlement made without its
consent, which consent will not be unreasonably withheld. 
 (c) The obligations of the Issuers and the Guarantors under this
Section 7.07 will survive the satisfaction and discharge of this Indenture. 
 (d) To secure the Issuers’ and
the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, premium,
if any, Additional Interest, if any, and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture. 

(e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(8) or
(9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

(f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable. 

Section 7.08 Replacement of Trustee. 

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08. 
 (b) The Trustee may resign in writing at any time
and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in aggregate principal amount of the then outstanding Notes of all series (voting as a single class) may remove the Trustee by so notifying the
Trustee and the Issuers in writing. The Issuers may remove the Trustee if: 

  
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 (1) the Trustee fails to comply with Section 7.10
hereof; 
 (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the
Trustee under any Bankruptcy Law; 
 (3) a custodian or public officer takes charge of the Trustee or its property; or 

(4) the Trustee becomes incapable of acting. 

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers will promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes of all series (voting as a single class) may appoint a successor Trustee to replace
the successor Trustee appointed by the Issuers. 
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Issuers, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes of all series (voting as a single class) may petition any court of competent jurisdiction for the
appointment of a successor Trustee. 
 (e) If the Trustee, after written request by any Holder who has been a Holder for at least six months,
fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send a notice of its succession to Holders.
The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof will continue for
the benefit of the retiring Trustee. 
 Section 7.09 Successor Trustee by Merger, etc. 

Subject to Section 7.10 hereof, if the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee. 

Section 7.10 Eligibility; Disqualification. 

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least
$100.0 million as set forth in its most recent published annual report of condition. 
 This Indenture will always have a Trustee who
satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 

  
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 Section 7.11 Preferential Collection of Claims Against the Issuers. 

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has
resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 
 Section 7.12 Force Majeure. 

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of
or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances. 
 Section 7.13 U.S.A. PATRIOT Act. 

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act (the “Patriot Act”), the Trustee,
like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an
account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the Patriot Act. 

ARTICLE 8 
 LEGAL DEFEASANCE
AND COVENANT DEFEASANCE 
 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 

The Issuers may, at their option and at any time, elect to have either Section 8.02 or
Section 8.03 hereof be applied to all outstanding Notes of any series and the related Note Guarantees upon compliance with the conditions set forth below in this Article 8. 

Section 8.02 Legal Defeasance and Discharge. 

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this
Section 8.02 with respect to a series of Notes, the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from their obligations with respect to all outstanding Notes of that series (including the related Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose,
Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes of that series (including the related Note Guarantees), which will thereafter be
deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to below, and to have satisfied all their other obligations under such Notes, the related
Note Guarantees and this Indenture (and the Trustee, on the demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions, which will survive until otherwise terminated or
discharged hereunder: 

  
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 (1) the rights of Holders of outstanding Notes of that series to receive payments
in respect of the principal of, or interest or premium and Additional Interest, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 

(2) the Issuers’ obligations with respect to the Notes of that series concerning issuing temporary Notes, registration of
Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 

(3) the rights, powers, trusts, duties and immunities of the Trustee and the Issuers’ and the Guarantors’ obligations
in connection therewith; and 
 (4) this Article 8. 

Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the
prior exercise of their option under Section 8.03 hereof with respect to that series. For the avoidance of doubt, it is understood that the Issuers may discharge their obligations with respect to one series of Notes without
discharging their obligations with respect to any other series of Notes. 
 Section 8.03 Covenant Defeasance. 

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 with respect to a series of Notes, the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of
their obligations under the covenants contained in Sections 3.09, 4.03, 4.04 (except for paragraph (a) thereof to the extent required by the TIA), 4.05, 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.14, 4.15 and 4.16 hereof and clause (4) of Section 5.01(a) hereof with respect to the outstanding Notes of that series, and the Guarantors will be released
from their obligations with respect to the related Note Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes of that
series will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to
the outstanding Notes of the applicable series and related Note Guarantees, the Issuers and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a
Default or an Event of Default with respect to the Notes of that series under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the related Note Guarantees will be
unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Notes, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(7) inclusive hereof will not constitute Events of Default with respect to the Notes of that
series. For the avoidance of doubt, it is understood that the Issuers may exercise their Covenant Defeasance option with respect to one series of Notes without affecting the obligations of the Issuers and the Guarantors with respect to any other
series of Notes. 

  
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 Section 8.04 Conditions to Legal or Covenant Defeasance. 

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or
Section 8.03 hereof with respect to a series of Notes: 
 (1) the Issuers must irrevocably deposit
with the Trustee, in trust, for the benefit of the Holders of Notes of that series, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or
interest and premium, if any, on the outstanding Notes of that series on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether such Notes are being defeased to such stated
date for payment or to a particular Redemption Date; 
 (2) in the case of an election under
Section 8.02 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: 

(A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or 

(B) since the date of this Indenture, there has been a change in the applicable federal income tax law, 

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of that
series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case
if such Legal Defeasance had not occurred; 
 (3) in the case of an election under Section 8.03
hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of that series will not recognize income, gain or loss for federal income tax purposes as
a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(4) no Default or Event of Default with respect to that series of Notes shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); 

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under,
any material agreement or instrument (other than this Indenture) to which Sunoco LP or any of its Subsidiaries is a party or by which Sunoco LP or any of its Subsidiaries is bound; 

(6) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers
with the intent of preferring the Holders of Notes of that series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and 

  
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 (7) the Issuers must deliver to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 

Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. 

Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to
Section 8.04 hereof in respect of the outstanding Notes of a series will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including either Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and
interest, but such money need not be segregated from other funds except to the extent required by law. 
 The Issuers will pay and indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the
principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes of the applicable series. 

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the
request of the Issuers any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized investment bank,
appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
 Section 8.06 Repayment to
the Issuers. 
 Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the
principal of, premium or Additional Interest, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuers
on their request or, if then held by the Issuers, shall be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Issuers as trustee thereof, will thereupon cease; provided, however, that, if any Notes then outstanding are in definitive form, the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Issuers cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date
specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuers. 

Section 8.07 Reinstatement. 
 If the
Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or Section 8.03 hereof, as
the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or 

  
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otherwise prohibiting such application, then the Issuers’ and the Guarantors’ obligations under this Indenture and the Notes of the applicable series and the related Note Guarantees
will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money
in accordance with Section 8.02 or Section 8.03 hereof, as the case may be; provided, however, that, if the Issuers make any payment of principal of, premium or Additional Interest,
if any, or interest on, any Notes following the reinstatement of their obligations, the Issuers will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

ARTICLE 9 
 AMENDMENT,
SUPPLEMENT AND WAIVER 
 Section 9.01 Without Consent of Holders of Notes. 

Notwithstanding Section 9.02 of this Indenture, the Issuers, the Guarantors and the Trustee may amend or supplement
this Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notes: 
 (1) to cure any ambiguity,
defect or inconsistency; 
 (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; 

(3) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Note
Guarantees in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s properties or assets, as applicable; 

(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights hereunder of any such Holder; 
 (5) to comply with requirements of the SEC in order to
effect or maintain the qualification of this Indenture under the TIA; 
 (6) to conform the text of this Indenture or a
notation of a Note Guarantee to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such text of this Indenture or such notation of a Note Guarantee was intended to reflect such provision of
such “Description of Notes”; 
 (7) to provide for the issuance of Additional Notes in accordance with the
limitations set forth in this Indenture as of the date of this Indenture; 
 (8) to allow any Guarantor to execute a
supplemental indenture and/or a notation of Note Guarantee with respect to the Notes or to reflect the addition or release of a Note Guarantee in accordance with this Indenture; 

(9) to secure the Notes and/or the Note Guarantees; or 

(10) to provide for the reorganization of Sunoco LP as any other form of entity, in accordance with the provisions described in
Section 5.01 hereof. 

  
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 Upon the request of the Issuers, and upon receipt by the Trustee of the documents described in
Section 9.06 hereof, the Trustee will join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Section 9.01
and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this
Indenture or otherwise. 
 Section 9.02 With Consent of Holders of Notes. 

Except as provided below in this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement
this Indenture (including Sections 3.09, 4.10 and 4.14 hereof) and the Notes and the Note Guarantees with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional
Notes, if any) of each series affected thereby (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes
(including Additional Notes, if any) of each series affected thereby (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof
shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. 

Upon the request of the Issuers accompanied by resolutions of their Boards of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in
Section 9.06 hereof, the Trustee will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. 

It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form
of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. 
 After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Issuers will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to
send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. 

However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may
not (with respect to any Notes held by a non-consenting Holder): 
 (1) reduce the
principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the principal of or
change the fixed maturity of any Note or alter the provisions with respect to the redemption or repurchase of the Notes (other than provisions relating to minimum required notice of optional redemption or to Section 3.09,
Section 4.10 or Section 4.14 hereof); 

  
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 (3) reduce the rate of or change the time for payment of interest, including
default interest, on any Note; 
 (4) waive a Default or Event of Default in the payment of principal of, or interest or
premium or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that
resulted from such acceleration); 
 (5) make any Note payable in money other than that stated in the Notes; 

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes
to receive payments of, principal of, or interest or premium or Additional Interest, if any, on, the Notes (other than as permitted by clause (7) below); 

(7) waive a redemption or repurchase payment with respect to any Note (other than a payment required by
Section 4.10 or Section 4.14 hereof); 
 (8) release any Guarantor from
any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or 

(9) make any change in the preceding amendment, supplement and waiver provisions. 

Section 9.03 Compliance with Trust Indenture Act. 

Every amendment or supplement to this Indenture or the Notes will be set forth in an amended or supplemental indenture that complies with the
TIA as then in effect. 
 Section 9.04 Revocation and Effect of Consents. 

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms
and thereafter binds every Holder; except as provided in the last paragraph of Section 9.02. 
 Section 9.05 Notation on
or Exchange of Notes. 
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter
authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of a Company Order, authenticate new Notes that reflect the amendment, supplement or waiver. 

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.


  
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 Section 9.06 Trustee to Sign Amendments, etc. 

The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does
not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In executing any amended or supplemental indenture, the Trustee shall receive and (subject to
Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted by this Indenture. In the case of any amendment or supplement pursuant to Section 9.01(6) hereof, such Officers’ Certificate shall include
a certification that the conforming change being made to this Indenture reflects the intent of the Issuers and the Initial Purchasers. 

ARTICLE 10 
 NOTE GUARANTEES

 Section 10.01 Guarantee. 

(a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: 

(1) the principal of, premium and Additional Interest, if any, and interest on, the Notes will be promptly paid in full when
due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 
 (2) in
case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. 
 Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will
be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 

(b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture. 

  
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 (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers,
the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by any of the foregoing to the Trustee or such Holder, this Note Guarantee, to the extent
theretofore discharged, will be reinstated in full force and effect. 
 (d) Each Guarantor agrees that it will not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and
the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Article 10, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due
and payable) will forthwith become due and payable by the Guarantors for the purpose of this Article 10. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as
the exercise of such right does not impair the rights of the Holders under this Article 10. 
 Section 10.02 Limitation on Guarantor
Liability. 
 Each Guarantor, and, by its acceptance of Notes, each Holder, hereby confirm that it is the intention of all such parties
that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. 

Section 10.03 Execution and Delivery of Note Guarantee. 

To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of
such Note Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such
Guarantor by one of its Officers. 
 Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 

If an Officer whose signature is on this Indenture or on the notation of Note Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which a notation of Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless. 
 The delivery of
any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. 

  
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 In the event that the Issuers or any of Sunoco LP’s Restricted Subsidiaries creates or
acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.15 hereof, the Issuers will cause such Domestic Subsidiary to comply with the provisions of Section 4.15
hereof and this Article 10, to the extent applicable. 
 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms. 

Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or
substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Issuers or another Guarantor, unless: 

(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and 

(2) either: 

(A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale
or other disposition or the Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture and its Note Guarantee on the terms set forth
herein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or 
 (B) the Net Proceeds
of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Sections 3.09 and 4.10 hereof; 

provided that the 7-Eleven Transaction or any Qualified Retail Asset Sale shall not constitute the sale or
other disposition of all or substantially all of the properties or assets of any Guarantor. 
 In case of any such consolidation, merger, sale or conveyance
and upon the assumption by the successor Person, by supplemental indenture executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been
named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers
and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as
though all of such Note Guarantees had been issued at the date of the execution hereof. 
 Section 10.05 Releases. 

(a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Sunoco LP or a Restricted Subsidiary of Sunoco
LP, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other
disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that such sale or other


  
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disposition does not violate Sections 3.09 and 4.10 hereof. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that
such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Sections 3.09 and 4.10 hereof, the Trustee will execute any documents reasonably required in order
to evidence the release of any Guarantor from its obligations under its Note Guarantee. 
 (b) Upon designation of any Guarantor as an
Unrestricted Subsidiary in accordance with Section 4.16 hereof, such Guarantor will be released and relieved of any obligations under its Note Guarantee. 

(c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released
and relieved of any obligations under its Note Guarantee; provided that, if it is also a Domestic Subsidiary, it is then no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that
if, at any time following such release, that Guarantor incurs a guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. 

(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in
accordance with Article 11 hereof, in either case with respect to the Notes of a series, each Guarantor will be released and relieved of any obligations under its Note Guarantee relating to such series. 

(e) Upon the first day on which the Notes of each series then outstanding achieve an Investment Grade Rating, each Guarantor will be released
and relieved of any obligations under its Note Guarantee. 
 The release of a Guarantor from its Note Guarantee pursuant to this
Section 10.05 shall also release such Guarantor from all of its other obligations under this Indenture. 
 Any
Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, and interest and premium and Additional Interest, if any, on,
the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. 
 ARTICLE 11 

SATISFACTION AND DISCHARGE 

Section 11.01 Satisfaction and Discharge. 

This Indenture will be discharged and will cease to be of further effect as to all Notes of a series issued hereunder (except as otherwise
specified herein), when: 
 (1) either: 

(A) all Notes of that series that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or
paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or 

  
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 (B) all Notes of that series that have not been delivered to the Trustee for
cancellation have become due and payable or will become due and payable within one year by reason of the sending of a notice of redemption or otherwise and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and
non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants in the case when the
deposit consists of non-callable securities or a combination of cash and securities, to pay and discharge the entire Indebtedness on the Notes of that series not delivered to the Trustee for cancellation for
principal, premium and Additional Interest, if any, and accrued interest to the date of fixed maturity or redemption; 
 (2)
no Default or Event of Default with respect to the Notes of that series has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the
deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Sunoco LP or any Guarantor is a party or by which Sunoco LP or any Guarantor is bound; 

(3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture with respect to that
series; and 
 (4) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the
deposited money toward the payment of the Notes of that series at fixed maturity or on the Redemption Date, as the case may be. 
 In addition, the Issuers
must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 

Notwithstanding the satisfaction and discharge of this Indenture, if money or Government Securities have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section 11.01, the provisions of Sections 2.06, 2.07, 2.10, 8.06 and 11.02 hereof will survive. In addition, nothing
in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof that, by their terms, survive the satisfaction and discharge of this Indenture. 

For the avoidance of doubt, it is understood that the Issuers may satisfy and discharge this Indenture as to all Notes of one series without
doing so with respect to any other series of Notes. 
 Section 11.02 Application of Trust Money. 

Subject to the provisions of Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes of the applicable
series and this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional
Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 

  
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 If the Trustee or Paying Agent is unable to apply any money or Government Securities (including
the proceeds thereof) in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes of the applicable series shall be revived and reinstated as though no deposit had occurred pursuant to
Section 11.01 hereof, until such time as the Trustee or Paying Agent is permitted to apply such money in accordance with Section 11.01 hereof; provided that if the Issuers have made any
payment of principal of, premium or Additional Interest, if any, or interest on, any Notes of such series because of the reinstatement of their obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money or Government Securities held by the Trustee or Paying Agent. 
 ARTICLE 12 

MISCELLANEOUS 
 Section 12.01
Trust Indenture Act Controls. 
 This Indenture shall incorporate and be governed by the provisions of the TIA that are required to be
part of and to govern indentures qualified under the TIA, whether or not this Indenture is qualified thereunder. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties
will control. 
 Section 12.02 Notices. 

Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing in the English language and
delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address: 

If to the Issuers and/or any Guarantor: 

Sunoco LP 
 Sunoco Finance Corp.

 8020 Park Lane, Suite 200 

Dallas, TX 75231 
 Facsimile
No.: (877) 627-8010 
 Attention: Chief Financial Officer 

With a copy to: 

Latham & Watkins LLP 

811 Main Street, Suite 3700 

Houston, Texas 77002 
 Facsimile
No.: (713) 546-5401 
 Attention: Debbie P. Yee 

If to the Trustee: 
 U.S. Bank
National Association 
 8 Greenway Plaza, Suite 1100 

Houston, Texas 77046-0892 

Attention: Global Corporate Trust Services 

  
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 The Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional or
different addresses for subsequent notices or communications. 
 All notices and communications (other than those sent to Holders) will be
deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business
Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. When the Notes are represented by one or more Global Notes, all notices will be deemed to be given when sent pursuant to the Applicable
Procedures. 
 Any notice or communication to a Holder of a Definitive Note will be mailed by first class mail, certified or registered,
return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. When the Notes are represented by one or more Global Notes, all notices or communications to the Holders
will be sent pursuant to the applicable procedures of the Depositary and will be deemed to be given when sent pursuant to such procedures. Any notice or communication will also be so mailed or sent to any Person described in TIA § 313(c),
to the extent required by the TIA. Failure to mail or send a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. 

If a notice or communication is mailed or otherwise sent in the manner provided above within the time prescribed, it is duly given, whether or
not the addressee receives it. 
 If the Issuers send a notice or communication to Holders, they will send a copy to the Trustee and each
Agent at the same time. 
 Section 12.03 Communication by Holders of Notes with Other Holders of Notes. 

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes.
The Issuers, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
 Section 12.04 Certificate and
Opinion as to Conditions Precedent. 
 Upon any request or application by the Issuers to the Trustee to take any action under this
Indenture, the Issuers shall furnish to the Trustee: 
 (1) an Officers’ Certificate in form and substance reasonably
satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and 
 (2) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied;
provided, however, that the Issuers shall not be required to furnish such Opinion of Counsel in connection with their request for the Trustee to authenticate the Initial Notes on the date of this Indenture. 

  
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 Section 12.05 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include: 

(1) a statement that the person making such certificate or opinion has read such covenant or condition; 

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of such person, he or she has
made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 

(4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. 

Section 12.06 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions. 
 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders. 

None of the Trustee, the General Partner or any past, present or future director, officer, partner, member, employee, incorporator, manager or
unit holder or other owner of Equity Interests of the Trustee, the General Partner, the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note
Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes and the Note Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws. 
 Section 12.08
Governing Law. 
 THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE
GUARANTEES. 
 Section 12.09 No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret any other indenture, loan or debt agreement of Sunoco LP or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 12.10 Successors. 

All agreements of the Issuers in this Indenture and the Notes will bind their respective successors. All agreements of the Trustee in this
Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof. 

  
 91 







 Section 12.11 Severability. 

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby. 
 Section 12.12 Counterpart Originals. 

The parties may sign any number of copies of this Indenture, and each party hereto may sign any number of separate copies of this Indenture.
Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this
Indenture as to the parties hereto, and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

Section 12.13 Evidence of Action by Holders. 

Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action
(including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting
of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a
Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures. 

Section 12.14 Table of Contents, Headings, etc. 

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof. 

[Signatures on following pages] 

  
 92 







 SIGNATURES 

Dated as of the date first written above. 
  

			
	ISSUERS
	
	SUNOCO LP
		
	By:	 	Sunoco GP LLC,
		 	its general partner
		
	By:	 	 /s/ Thomas R. Miller

		 	Name: Thomas R. Miller
		 	Title:   Chief Financial Officer
	
	SUNOCO FINANCE CORP.
		
	By:	 	 /s/ Thomas R. Miller

		 	Name: Thomas R. Miller
		 	Title:   Chief Financial Officer


 [Signature Page to Indenture] 






 
			
	GUARANTORS
	
	SUNOCO, LLC
		
	By:	 	Sunoco LP, its sole member
	By:	 	Sunoco GP LLC, its general partner
		
	By:	 	 /s/ Thomas R. Miller

		 	Name: Thomas R. Miller
		 	Title:   Chief Financial Officer
	
	ALLIED ENERGY COMPANY LLC
	DIRECT FUELS LLC
	SUSSER PETROLEUM PROPERTY
	        COMPANY LLC
	ALOHA PETROLEUM LLC
		
	By:	 	Sunoco, LLC, its sole member
	By:	 	Sunoco GP LLC, its general partner
		
	By:	 	 /s/ Thomas R. Miller

		 	Name: Thomas R. Miller
		 	Title:   Chief Financial Officer
	
	SUNOCO RETAIL LLC
	MID-ATLANTIC CONVENIENCE STORES, LLC
		
	By:	 	Susser Petroleum Property Company LLC, its sole member
	By:	 	Sunoco, LLC, its sole member
		
	By:	 	 /s/ Thomas R. Miller

		 	Name: Thomas R. Miller
		 	Title:   Chief Financial Officer


 [Signature Page to Indenture] 






 
			
	SUSSER HOLDINGS CORPORATION
		
	By:	 	 /s/ Thomas R. Miller

		 	Name: Thomas R. Miller
		 	Title:   Chief Financial Officer
	
	ALOHA PETROLEUM, LTD.
		
	By:	 	 /s/ Richard M. Parry

		 	Name: Richard M. Parry
		 	Title:   President & Chief Executive Officer
	
	MACS RETAIL LLC
		
	By:	 	Mid-Atlantic Convenience Stores, LLC, its sole member
	By:	 	Susser Petroleum Property Company LLC, its sole member
	By:	 	Sunoco, LLC, its sole member
		
	By:	 	 /s/ Thomas R. Miller

		 	Name: Thomas R. Miller
		 	Title:   Chief Financial Officer
	
	SUNMARKS, LLC
		
	By:	 	Sunoco Retail LLC, its sole member
	By:	 	Susser Petroleum Property Company LLC, its sole member
	By:	 	Sunoco, LLC, its sole member
		
	By:	 	 /s/ Thomas R. Miller

		 	Name: Thomas R. Miller
		 	Title:   Chief Financial Officer


 [Signature Page to Indenture] 






 
			
	STRIPES HOLDINGS LLC
	SUSSER HOLDINGS, L.L.C.
	STRIPES LLC
		
	By:	 	 /s/ Thomas R. Miller

		 	Name: Thomas R. Miller
		 	Title:   Chief Financial Officer
	
	SUSSER PETROLEUM COMPANY LLC
	STRIPES NO. 1009 LLC
		
	By:	 	Stripes LLC, its sole member
		
	By:	 	 /s/ Thomas R. Miller

		 	Name: Thomas R. Miller
		 	Title:   Chief Financial Officer


 [Signature Page to Indenture] 






 
			
	TRUSTEE
	
	 U.S. BANK NATIONAL ASSOCIATION,

	 as Trustee

		
	By:	 	 /s/ Alejandro Hoyos

	Name:	 	Alejandro Hoyos
	Title:	 	Authorized Signatory


 [Signature Page to Indenture] 






 EXHIBIT A1 

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] 

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 

[Face of Note] 
 CUSIP
No.                 
 ISIN No.
                     
 4.875%
Senior Notes due 2023 
  

			
	No.     	  	$                    

 SUNOCO LP 

and 
 SUNOCO FINANCE CORP. 

promise to pay to                    , or registered
assigns, the principal sum of                         DOLLARS [or such greater or lesser amount as may be indicated on the
attached Schedule of Exchanges of Interests in the Global Note]* on January 15, 2023. 

Interest Payment Dates: January 15 and July 15, beginning on
                        . 
 Record
Dates: January 1 and July 1 
 [Signature page follows.] 

 

	* 	This phrase should be included only if the Note is issued in global form. 


  
 A1-1 







 
			
	SUNOCO LP
		
	By:	 	Sunoco GP LLC,
		 	its general partner
		
	By:	 	  

		 	Name:
		 	Title:
	
	SUNOCO FINANCE CORP.
		
	By:	 	  

		 	Name:
		 	Title:


 This is one of the 4.875% Senior Notes due 2023 referred to in the within-mentioned Indenture: 

 

			
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Trustee

		
	By:	 	 
		 	Authorized Signatory

 Dated:
                    , 20     

  
 A1-2 







 [Back of Note] 

4.875% Senior Notes due 2023 

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

(1) Interest. Sunoco LP, a Delaware limited partnership (“Sunoco LP”), and Sunoco Finance Corp., a Delaware corporation
(“Finance Corp.” and, together with Sunoco LP, the “Issuers”), jointly and severally promise to pay interest on the unpaid principal amount of this Note at 4.875% per annum and shall pay the Additional Interest, if any, payable
pursuant to Section 2 of the Registration Rights Agreement referred to below. The Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on January 15 and July 15 of each year, beginning on
                    , or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).
Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. The Issuers will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate then in effect to the extent lawful; and they will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. 

(2) Method of Payment. The Issuers will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered
Holders of Notes at the close of business on the January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. Holders of Definitive Notes must surrender their Notes to the Paying Agent to collect payments of principal and premium, if any, due at maturity. The Notes will be payable as to
principal, premium and Additional Interest, if any, and interest at the office or agency of the Issuers maintained for such purpose within the continental United States, or, at the option of the Issuers, payment of interest and Additional Interest,
if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, and interest,
premium and Additional Interest, if any, on, all Global Notes and all other Notes for which the Holders of $5.0 million or more in principal amount of which have provided wire transfer instructions to an account in the United States to the
Issuers or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

(3) Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. Sunoco LP or any of its Subsidiaries may act in any such capacity. 

(4) Indenture. The Issuers issued their 4.875% Senior Notes due 2023 (the “Notes”), 5.500% Senior Notes due 2026 (the
“2026 Notes”) and 5.875% Senior Notes due 2028 (the “2028 Notes”) under an Indenture dated as of January 23, 2018 (the “Indenture”) among the Issuers, the Guarantors and the Trustee. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are 

  
 A1-3 







 
referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are unsecured obligations of the Issuers. The Notes, the 2026 Notes and the 2028 Notes were validly issued in an aggregate principal amount of $1.0 billion, $800.0 million and
$400.0 million, respectively, on the date of the Indenture. Additional Notes of any series may be issued thereunder subject to the terms of the Indenture. 

(5) Special Mandatory Redemption. If a Special Mandatory Redemption Event occurs, the Issuers shall be required, in accordance with
Section 3.08 of the Indenture, to effect a Special Mandatory Redemption of all the issued and outstanding Notes at the Special Mandatory Redemption Price applicable to the Notes. 

(6) Optional Redemption. 

(a) At any time prior to January 15, 2020, the Issuers may, on one or more occasions, redeem up to 35% of the aggregate principal amount
of the Notes issued under the Indenture at a redemption price of 104.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to, but excluding, the Redemption Date (subject to the right
of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), in an amount not greater than the net cash proceeds of one or more Equity Offerings; provided
that: 
 (i) at least 65% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after the
occurrence of such redemption (excluding Notes held by Sunoco LP and its Subsidiaries); and 
 (ii) the redemption occurs within 180 days of
the date of the closing of each such Equity Offering. 
 (b) On and after January 15, 2020, the Issuers may, on one or more occasions,
redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on January 15 of the years indicated below: 

 

					
	 Year
	  	Redemption Price	 
	 2020
	  	 	102.438	% 
	 2021
	  	 	101.219	% 
	 2022
	  	 	100.000	% 

 (c) Prior to January 15, 2020, the Issuers may, on one or more occasions, redeem all or part of the Notes
at a redemption price equal to the sum of the principal amount thereof, plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant record
date to receive interest due on an interest payment date that is on or prior to the Redemption Date). 

  
 A1-4 







 (d) In the event that Holders of not less than 90% of the aggregate principal amount of the
outstanding Notes accept a Change of Control Offer or Alternate Offer and Sunoco LP purchases all of the Notes held by such Holders, Sunoco LP will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more
than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate
Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest thereon to, but excluding, the Redemption Date (subject to the right of the Holders of
Notes on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). 
 (e)
Unless the Issuers default in the payment of the redemption price, interest and Additional Interest, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. 

(7) Notice of Redemption. Except as set forth in paragraph 6(d) above or Section 3.08 of the Indenture, notice of redemption will
be sent at least 30 days but not more than 60 days before a Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a Redemption Date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture with respect to the Notes. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in
excess thereof, unless all of the Notes held by a Holder are to be redeemed. 
 (8) Repurchase at the Option of Holder. 

(a) If there is a Change of Control with respect to the Notes, the Issuers will be required to make an offer (a “Change of Control
Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest
Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control with respect to the Notes, the Issuers will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture. 
 (b) If the Issuers or a Restricted Subsidiary of Sunoco LP consummates any Asset Sale, in certain circumstances
specified in the Indenture, the Issuers may be required to commence an offer to all Holders of the Notes, the 2026 Notes or the 2028 Notes and to all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of the Notes, the 2026 Notes, the 2028 Notes and such other
pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, in
accordance with the procedures set forth in the Indenture. Holders of Definitive Notes that are the subject of an Asset Sale Offer may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase”
attached to the Notes. 
 (9) Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of
$2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any transfer taxes or similar governmental charges required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of


  
 A1-5 







 
any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any
Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 

(10) Persons Deemed Owners. The registered Holder of a Note will be treated as its owner for all purposes. 

(11) Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended
or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any), and any existing Default or Event of Default with respect to the Notes or compliance with
any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any). Without the consent of
any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented for certain purposes as described in the Indenture. 

(12) Defaults and Remedies. If any Event of Default occurs with respect to the Notes and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, as described in the Indenture, all outstanding Notes, 2026 Notes and 2028 Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to the Notes. The Holders of a majority in
aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default with respect to the Notes and its
consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Additional Interest, if any, on, or the principal of, the Notes. 

(13) Trustee Dealings with the Issuers. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the Trustee. 

(14) No Recourse Against Others. None of the Trustee, the General Partner or any past, present or future director, officer, partner,
member, employee, incorporator, manager or unit holder or other owner of Equity Interests of the Trustee, the General Partner, the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under
the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of the Notes and the Note Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws. 

(15) Authentication. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

 (16) Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

  
 A1-6 







 (17) Additional Rights of Holders of Restricted Global Notes and Restricted Definitive
Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes issued after the date of the Indenture will have all the rights set forth in the Registration
Rights Agreement dated as of January 23, 2018, among the Issuers, the Guarantors and the other parties named on the signature pages thereof relating to the Notes or, in the case of Additional Notes of the same series, Holders of Restricted
Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Issuers, the Guarantors and the other parties thereto, relating to rights given by the Issuers and the
Guarantors to the purchasers of any such Additional Notes (collectively, the “Registration Rights Agreement”). 
 (18) CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the Trustee may use CUSIP
numbers and corresponding ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon. 
 (19) Guarantees. The Guarantors have provided the Note Guarantees
pursuant to Article 10 of the Indenture that are evidenced by the attached Notation of Guarantee. 
 (20) GOVERNING LAW. THE LAW
OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES. 
 The Issuers will furnish
to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to: 

Sunoco LP 
 Sunoco Finance Corp.

 8020 Park Lane, Suite 200 

Dallas, TX 75231 
 Attention:
Senior Director, Treasury & Investor Relations 

  
 A1-7 







 Assignment Form 

To assign this Note, fill in the form below: 
 (I) or (we)
assign and transfer this Note
to:                                        
                                         
        

                        
(Insert assignee’s legal name) 
  
  

(Insert assignee’s soc. sec. or tax I.D. no.) 
  

 
 (Print or type assignee’s name,
address and zip code) 
 and irrevocably
appoint                                        
                                         
                                        

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him. 

Date:                         
    
  

			
		  	 Your
Signature:                                    

		  	 (Sign exactly as your name appears on the face of this Note)


 Signature
Guarantee*:                                       
  

	 	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A1-8 







 Option of Holder to Elect Purchase 

If you want to elect to have this Note purchased by Sunoco LP pursuant to Section 4.10 or Section 4.14 of the Indenture, check the
appropriate box below: 
  

			
	 ☐   Section 4.10
	  	☐   Section 4.14

 If you want to elect to have only part of the Note purchased by the Issuers pursuant to Section 4.10 or
Section 4.14 of the Indenture, state the amount you elect to have purchased: 

$                       
                  

Date:                         
            
  

			
		  	 Your Signature:

		
		  	 (Sign exactly as your name appears on the face of this Note)

		
		  	 Tax Identification No.:


  
  

Signature
Guarantee*:                                      
           
  

	 	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A1-9 







 Schedule of Exchanges of Interests in the Global
Note* 
 The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	  	 Amount of decrease in
Principal Amount of this
Global
Note
	  	 Amount of increase in
Principal Amount of this
Global
Note
	  	 Principal Amount of this
Global Note following
such
decrease (or increase)
	  	 Signature of authorized
officer of Trustee
or
Custodian


  
  

	* 	This schedule should be included only if the Note is issued in global form. 


  
 A1-10 







 EXHIBIT A2 

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] 

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 

[Face of Note] 
 CUSIP No.
                   
 ISIN No.
                       

5.500% Senior Notes due 2026 ______________ 
  

			
	No.        	  	$                                

 SUNOCO LP 

and 
 SUNOCO FINANCE CORP. 

promise to pay to
                                , or registered assigns, the principal sum of
                                         
    DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note]* on February 15, 2026. 

Interest Payment Dates: February 15 and August 15, beginning on
                            . 

Record Dates: February 1 and August 1 

[Signature page follows.] 

 

	* 	This phrase should be included only if the Note is issued in global form. 


  
 A2-1 







 
			
	SUNOCO LP
		
	By:	 	Sunoco GP LLC,
		 	its general partner
		
	By:	 	  

		 	Name:
		 	Title:
	
	SUNOCO FINANCE CORP.
		
	By:	 	  

		 	Name:
		 	Title:


 This is one of the 5.500% Senior Notes due 2026 referred to in the within-mentioned Indenture: 

 

			
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Trustee

		
	By:	 	 
		 	Authorized Signatory

 Dated:
                                ,
20         

  
 A2-2 







 [Back of Note] 

5.500% Senior Notes due 2026 

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

(1) Interest. Sunoco LP, a Delaware limited partnership (“Sunoco LP”), and Sunoco Finance Corp., a Delaware corporation
(“Finance Corp.” and, together with Sunoco LP, the “Issuers”), jointly and severally promise to pay interest on the unpaid principal amount of this Note at 5.500% per annum and shall pay the Additional Interest, if any, payable
pursuant to Section 2 of the Registration Rights Agreement referred to below. The Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on February 15 and August 15
of each year, beginning on                          , or if any such day is not a Business Day, on the next succeeding Business
Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. The
Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate then in effect to the extent lawful; and they will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace periods), from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

(2) Method of Payment. The Issuers will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered
Holders of Notes at the close of business on the February 1 or August 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. Holders of Definitive Notes must surrender their Notes to the Paying Agent to collect payments of principal and premium, if any, due at maturity. The Notes will be payable as to
principal, premium and Additional Interest, if any, and interest at the office or agency of the Issuers maintained for such purpose within the continental United States, or, at the option of the Issuers, payment of interest and Additional Interest,
if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, and interest,
premium and Additional Interest, if any, on, all Global Notes and all other Notes for which the Holders of $5.0 million or more in principal amount of which have provided wire transfer instructions to an account in the United States to the
Issuers or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

(3) Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. Sunoco LP or any of its Subsidiaries may act in any such capacity. 

(4) Indenture. The Issuers issued their 5.500% Senior Notes due 2026 (the “Notes”), 4.875% Senior Notes due 2023 (the
“2023 Notes”) and 5.875% Senior Notes due 2028 (the “2028 Notes”) under an Indenture dated as of January 23, 2018 (the “Indenture”) among the Issuers, the Guarantors and the Trustee. The terms of the Notes include
those stated in the Indenture and those made 

  
 A2-3 







 
part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Issuers. The Notes, the 2023 Notes and the 2028 Notes were
validly issued in an aggregate principal amount of $800.0 million, $1.0 billion and $400.0 million, respectively, on the date of the Indenture. Additional Notes of any series may be issued thereunder subject to the terms of the
Indenture. 
 (5) Special Mandatory Redemption. If a Special Mandatory Redemption Event occurs, the Issuers shall be required, in
accordance with Section 3.08 of the Indenture, to effect a Special Mandatory Redemption of all the issued and outstanding Notes at the Special Mandatory Redemption Price applicable to the Notes. 

(6) Optional Redemption. 

(a) At any time prior to February 15, 2021, the Issuers may, on one or more occasions, redeem up to 35% of the aggregate principal amount
of the Notes issued under the Indenture at a redemption price of 105.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to, but excluding, the Redemption Date (subject to the right
of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), in an amount not greater than the net cash proceeds of one or more Equity Offerings; provided
that: 
 (i) at least 65% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after the
occurrence of such redemption (excluding Notes held by Sunoco LP and its Subsidiaries); and 
 (ii) the redemption occurs within 180 days of
the date of the closing of each such Equity Offering. 
 (b) On and after February 15, 2021, the Issuers may, on one or more occasions,
redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on February 15 of the years indicated below:

  

					
	 Year
	  	Redemption Price	 
	 2021
	  	 	102.750	% 
	 2022
	  	 	101.375	% 
	 2023 and thereafter
	  	 	100.000	% 

 (c) Prior to February 15, 2021, the Issuers may, on one or more occasions, redeem all or part of the Notes
at a redemption price equal to the sum of the principal amount thereof, plus the Applicable Premium at the Redemption Date, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record
on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date). 

  
 A2-4 







 (d) In the event that Holders of not less than 90% of the aggregate principal amount of the
outstanding Notes accept a Change of Control Offer or Alternate Offer and Sunoco LP purchases all of the Notes held by such Holders, Sunoco LP will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more
than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate
Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest thereon to, but excluding, the Redemption Date (subject to the right of the Holders of
Notes on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). 
 (e)
Unless the Issuers default in the payment of the redemption price, interest and Additional Interest, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. 

(7) Notice of Redemption. Except as set forth in paragraph 6(d) above or Section 3.08 of the Indenture, notice of redemption will
be sent at least 30 days but not more than 60 days before a Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a Redemption Date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture with respect to the Notes. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in
excess thereof, unless all of the Notes held by a Holder are to be redeemed. 
 (8) Repurchase at the Option of Holder. 

(a) If there is a Change of Control with respect to the Notes, the Issuers will be required to make an offer (a “Change of Control
Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest
Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control with respect to the Notes, the Issuers will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture. 
 (b) If the Issuers or a Restricted Subsidiary of Sunoco LP consummates any Asset Sale, in certain circumstances
specified in the Indenture, the Issuers may be required to commence an offer to all Holders of the Notes, the 2023 Notes, the 2028 Notes and to all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of the Notes, the 2023 Notes, the 2028 Notes and such other
pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, in
accordance with the procedures set forth in the Indenture. Holders of Definitive Notes that are the subject of an Asset Sale Offer may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase”
attached to the Notes. 
 (9) Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of
$2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the 

  
 A2-5 







 
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any transfer taxes or similar governmental
charges required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the
Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 

(10) Persons Deemed Owners. The registered Holder of a Note will be treated as its owner for all purposes. 

(11) Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended
or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any), and any existing Default or Event of Default with respect to the Notes or compliance with
any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any). Without the consent of
any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented for certain purposes as described in the Indenture. 

(12) Defaults and Remedies. If any Event of Default occurs with respect to the Notes and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, as described in the Indenture, all outstanding Notes, 2023 Notes and 2028 Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to the Notes. The Holders of a majority in
aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default with respect to the Notes and its
consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Additional Interest, if any, on, or the principal of, the Notes. 

(13) Trustee Dealings with the Issuers. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the Trustee. 

(14) No Recourse Against Others. None of the Trustee, the General Partner or any past, present or future director, officer, partner,
member, employee, incorporator, manager or unit holder or other owner of Equity Interests of the Trustee, the General Partner, the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under
the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of the Notes and the Note Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws. 

(15) Authentication. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


  
 A2-6 







 (16) Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

(17) Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes issued after the date of the Indenture will have all the rights set forth in the Registration Rights Agreement dated as of January 23,
2018, among the Issuers, the Guarantors and the other parties named on the signature pages thereof relating to the Notes or, in the case of Additional Notes of the same series, Holders of Restricted Global Notes and Restricted Definitive Notes will
have the rights set forth in one or more registration rights agreements, if any, among the Issuers, the Guarantors and the other parties thereto, relating to rights given by the Issuers and the Guarantors to the purchasers of any such Additional
Notes (collectively, the “Registration Rights Agreement”). 
 (18) CUSIP Numbers. Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the Trustee may use CUSIP numbers and corresponding ISIN numbers in notices of
redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers
placed thereon. 
 (19) Guarantees. The Guarantors have provided the Note Guarantees pursuant to Article 10 of the Indenture that
are evidenced by the attached Notation of Guarantee. 
 (20) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED
TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES. 
 The Issuers will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to: 
 Sunoco LP 

Sunoco Finance Corp. 
 8020 Park
Lane, Suite 200 
 Dallas, TX 75231 

Attention: Senior Director, Treasury & Investor Relations 

  
 A2-7 







 Assignment Form 

To assign this Note, fill in the form below: 
 (I) or (we)
assign and transfer this Note
to:                                        
                                         
                

                        
        (Insert assignee’s legal name) 
  

 
 (Insert assignee’s soc. sec. or
tax I.D. no.) 
  
  

(Print or type assignee’s name, address and zip code) 

and irrevocably
appoint                                        
                                         
                                         
   
 to transfer this Note on the books of the Issuers. The agent may substitute another to act for him. 

Date:                         
        
  

			
		  	Your
Signature:                                       
     
		  	(Sign exactly as your name appears on the face of this Note)

 Signature Guarantee*:
                                         
        

	 	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A2-8 







 Option of Holder to Elect Purchase 

If you want to elect to have this Note purchased by Sunoco LP pursuant to Section 4.10 or Section 4.14 of the Indenture, check the
appropriate box below: 
  

			
	 ☐   Section 4.10
	  	☐   Section 4.14

 If you want to elect to have only part of the Note purchased by the Issuers pursuant to Section 4.10 or
Section 4.14 of the Indenture, state the amount you elect to have purchased: 

$                       
          

Date:                         
                
  

			
		  	 Your Signature:

		
		  	 (Sign exactly as your name appears on the face of this Note)

		
		  	 Tax Identification No.:


 Signature
Guarantee*:                                       
      
  

	 	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A2-9 







 Schedule of Exchanges of Interests in the Global
Note* 
 The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	  	 Amount of decrease in
Principal Amount of this
Global
Note
	  	 Amount of increase in
Principal Amount of this
Global
Note
	  	 Principal Amount of this
Global Note following such
decrease
(or increase)
	  	 Signature of authorized
officer of Trustee
or
Custodian


  
  

	* 	This schedule should be included only if the Note is issued in global form. 


  
 A2-10 







 EXHIBIT A3 

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] 

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 

[Face of Note] 
 CUSIP No.
                     
 ISIN No.
                         

5.875% Senior Notes due 2028 

			
	No.            	  	$                                

 SUNOCO LP 

and 
 SUNOCO FINANCE CORP. 

promise to pay to
                                , or registered assigns, the principal sum of
                                         
                    DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note]* on March 15, 2028. 
 Interest Payment Dates: March 15 and September 15, beginning on
                        . 
 Record
Dates: March 1 and September 1 
 [Signature page follows.] 

 
  

	* 	This phrase should be included only if the Note is issued in global form. 


  
 A3-1 







 
			
	SUNOCO LP
		
	By:	 	Sunoco GP LLC,
		 	its general partner
		 	
		
	By:	 	  

		 	Name:
		 	Title:
	
	SUNOCO FINANCE CORP.
		
	By:	 	  

		 	Name:
		 	Title:


 This is one of the 5.875% Senior Notes due 2028 referred to in the within-mentioned Indenture: 

 

			
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Trustee

		
	By:	 	  

		 	Authorized Signatory

 Dated:
                                ,
20         

  
 A3-2 







 [Back of Note] 

5.875% Senior Notes due 2028 

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

(1) Interest. Sunoco LP, a Delaware limited partnership (“Sunoco LP”), and Sunoco Finance Corp., a Delaware corporation
(“Finance Corp.” and, together with Sunoco LP, the “Issuers”), jointly and severally promise to pay interest on the unpaid principal amount of this Note at 5.875% per annum and shall pay the Additional Interest, if any, payable
pursuant to Section 2 of the Registration Rights Agreement referred to below. The Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on March 15 and September 15
of each year, beginning on                     , or if any such day is not a Business Day, on the next succeeding Business Day (each, an
“Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. The Issuers will pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate then in effect to the extent lawful; and they will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent
lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

(2) Method of Payment. The Issuers will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered
Holders of Notes at the close of business on the March 1 or September 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. Holders of Definitive Notes must surrender their Notes to the Paying Agent to collect payments of principal and premium, if any, due at maturity. The Notes will be payable as to
principal, premium and Additional Interest, if any, and interest at the office or agency of the Issuers maintained for such purpose within the continental United States, or, at the option of the Issuers, payment of interest and Additional Interest,
if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, and interest,
premium and Additional Interest, if any, on, all Global Notes and all other Notes for which the Holders of $5.0 million or more in principal amount of which have provided wire transfer instructions to an account in the United States to the
Issuers or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

(3) Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. Sunoco LP or any of its Subsidiaries may act in any such capacity. 

(4) Indenture. The Issuers issued their 5.875% Senior Notes due 2028 (the “Notes”), 4.875% Senior Notes due 2023 (the
“2023 Notes”) and 5.500% Senior Notes due 2026 (the “2026 Notes”) under an Indenture dated as of January 23, 2018 (the “Indenture”) among the Issuers, the Guarantors and the Trustee. The terms of the Notes include
those stated in the Indenture and those made 

  
 A3-3 







 
part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Issuers. The Notes, the 2023 Notes and the 2026 Notes were
validly issued in an aggregate principal amount of $400.0 million, $1.0 billion and $800.0 million, respectively, on the date of the Indenture. Additional Notes of any series may be issued thereunder subject to the terms of the
Indenture. 
 (5) Special Mandatory Redemption. If a Special Mandatory Redemption Event occurs, the Issuers shall be required, in
accordance with Section 3.08 of the Indenture, to effect a Special Mandatory Redemption of all the issued and outstanding Notes at the Special Mandatory Redemption Price applicable to the Notes. 

(6) Optional Redemption. 

(a) At any time prior to March 15, 2021, the Issuers may, on one or more occasions, redeem up to 35% of the aggregate principal amount of
the Notes issued under the Indenture at a redemption price of 105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to, but excluding, the Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), in an amount not greater than the net cash proceeds of one or more Equity Offerings; provided that:

 (i) at least 65% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after the
occurrence of such redemption (excluding Notes held by Sunoco LP and its Subsidiaries); and 
 (ii) the redemption occurs within 180 days of
the date of the closing of each such Equity Offering. 
 (b) On and after March 15, 2023, the Issuers may, on one or more occasions,
redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 

 

					
	 Year
	  	Redemption Price	 
	 2023
	  	 	102.938	% 
	 2024
	  	 	101.958	% 
	 2025
	  	 	100.979	% 
	 2026 and thereafter
	  	 	100.000	% 

 (c) Prior to March 15, 2023, the Issuers may, on one or more occasions, redeem all or part of the Notes at
a redemption price equal to the sum of the principal amount thereof, plus the Applicable Premium at the Redemption Date, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on
the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date). 

  
 A3-4 







 (d) In the event that Holders of not less than 90% of the aggregate principal amount of the
outstanding Notes accept a Change of Control Offer or Alternate Offer and Sunoco LP purchases all of the Notes held by such Holders, Sunoco LP will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more
than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate
Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest thereon to, but excluding, the Redemption Date (subject to the right of the Holders of
Notes on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). 
 (e)
Unless the Issuers default in the payment of the redemption price, interest and Additional Interest, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. 

(7) Notice of Redemption. Except as set forth in paragraph 6(d) above or Section 3.08 of the Indenture, notice of redemption will
be sent at least 30 days but not more than 60 days before a Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a Redemption Date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture with respect to the Notes. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in
excess thereof, unless all of the Notes held by a Holder are to be redeemed. 
 (8) Repurchase at the Option of Holder. 

(a) If there is a Change of Control with respect to the Notes, the Issuers will be required to make an offer (a “Change of Control
Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest
Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control with respect to the Notes, the Issuers will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture. 
 (b) If the Issuers or a Restricted Subsidiary of Sunoco LP consummates any Asset Sale, in certain circumstances
specified in the Indenture, the Issuers may be required to commence an offer to all Holders of the Notes, the 2023 Notes, the 2026 Notes and to all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of the Notes, the 2023 Notes, the 2026 Notes and such other
pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, in
accordance with the procedures set forth in the Indenture. Holders of Definitive Notes that are the subject of an Asset Sale Offer may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase”
attached to the Notes. 
 (9) Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of
$2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the 

  
 A3-5 







 
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any transfer taxes or similar governmental
charges required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the
Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 

(10) Persons Deemed Owners. The registered Holder of a Note will be treated as its owner for all purposes. 

(11) Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended
or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any), and any existing Default or Event of Default with respect to the Notes or compliance with
any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any). Without the consent of
any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented for certain purposes as described in the Indenture. 

(12) Defaults and Remedies. If any Event of Default occurs with respect to the Notes and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, as described in the Indenture, all outstanding Notes, 2023 Notes and 2026 Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to the Notes. The Holders of a majority in
aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default with respect to the Notes and its
consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Additional Interest, if any, on, or the principal of, the Notes. 

(13) Trustee Dealings with the Issuers. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the Trustee. 

(14) No Recourse Against Others. None of the Trustee, the General Partner or any past, present or future director, officer, partner,
member, employee, incorporator, manager or unit holder or other owner of Equity Interests of the Trustee, the General Partner, the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under
the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of the Notes and the Note Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws. 

(15) Authentication. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


  
 A3-6 







 (16) Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

(17) Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes issued after the date of the Indenture will have all the rights set forth in the Registration Rights Agreement dated as of January 23,
2018, among the Issuers, the Guarantors and the other parties named on the signature pages thereof relating to the Notes or, in the case of Additional Notes of the same series, Holders of Restricted Global Notes and Restricted Definitive Notes will
have the rights set forth in one or more registration rights agreements, if any, among the Issuers, the Guarantors and the other parties thereto, relating to rights given by the Issuers and the Guarantors to the purchasers of any such Additional
Notes (collectively, the “Registration Rights Agreement”). 
 (18) CUSIP Numbers. Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the Trustee may use CUSIP numbers and corresponding ISIN numbers in notices of
redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers
placed thereon. 
 (19) Guarantees. The Guarantors have provided the Note Guarantees pursuant to Article 10 of the Indenture that
are evidenced by the attached Notation of Guarantee. 
 (20) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED
TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES. 
 The Issuers will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to: 
 Sunoco LP 

Sunoco Finance Corp. 
 8020 Park
Lane, Suite 200 
 Dallas, TX 75231 

Attention: Senior Director, Treasury & Investor Relations 

  
 A3-7 







 Assignment Form 

To assign this Note, fill in the form below: 

(I) or (we) assign and transfer this Note to:          
                                         
                                         
                                        
          
 (Insert assignee’s legal name) 

 
  

(Insert assignee’s soc. sec. or tax I.D. no.) 
  

 
 (Print or type assignee’s name,
address and zip code) 

and irrevocably appoint                    
                                         
                                         
                                         
                               

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him. 

Date:                         
     
  

	
	
Your Signature:               
                                         
                

	 (Sign exactly as your name appears on the face of this Note)



 Signature
Guarantee*:                                       
                       

	 	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A3-8 







 Option of Holder to Elect Purchase 

If you want to elect to have this Note purchased by Sunoco LP pursuant to Section 4.10 or Section 4.14 of the Indenture, check the
appropriate box below: 
  

			
	 ☐ Section 4.10
	  	☐ Section 4.14

 If you want to elect to have only part of the Note purchased by the Issuers pursuant to Section 4.10 or
Section 4.14 of the Indenture, state the amount you elect to have purchased: 
 $_______________ 

Date:                         
         
  

	
	Your Signature:
	
	(Sign exactly as your name appears on the face of this Note)
	
	Tax Identification No.:


 Signature
Guarantee*:                                       
       
  

	 	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A3-9 







 Schedule of Exchanges of Interests in the Global
Note* 
 The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	  	Amount of decrease
in Principal
Amount
of this Global Note	  	Amount of increase
in Principal
Amount
of this Global Note	  	Principal Amount of
this Global Note
following such
decrease (or
increase)	  	Signature of
authorized officer of
Trustee or Custodian


 

	* 	This schedule should be included only if the Note is issued in global form. 


  
 A3-10 







 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
 Sunoco LP 

Sunoco Finance Corp. 
 8020 Park Lane, Suite 200 

Dallas, TX 75231 
 U.S. Bank National Association 

5555 San Felipe Street 
 Suite 1150 

Houston, TX 77056 
 Re: 4.875% Senior Notes due
2023/5.500% Senior Notes due 2026/5.875% Senior Notes due 2028 (the “Notes”) 
 Reference is hereby made to the Indenture, dated
as of January 23, 2018 (the “Indenture”), among Sunoco LP, a Delaware limited partnership (“Sunoco LP”), and Sunoco Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Sunoco LP, the
“Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                    (the
“Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $            in such Note[s] or
interests (the “Transfer”), to                 (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the
Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 

1. ☐ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant
to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such
Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 

2. ☐ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note
pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a
Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was


  
 B-1 







 
outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the
Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 

3. ☐ Check and complete if Transferee will take delivery of a beneficial interest in a Restricted Global Note or a Restricted
Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and
Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 

(a) ☐ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 

or 
 (b) ☐
such Transfer is being effected to the Issuers or a subsidiary thereof; 
 or 

(c) ☐ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in
compliance with the prospectus delivery requirements of the Securities Act; 
 or 

(d) ☐ such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the
Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by
(1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel
provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on a Restricted Global Note and/or the Restricted Definitive
Notes and in the Indenture and the Securities Act. 

  
 B-2 







 4. ☐ Check if Transferee will take delivery of a beneficial interest in an Unrestricted
Global Note or of an Unrestricted Definitive Note. 
 (a) ☐ Check if Transfer is pursuant to Rule 144. (i)
The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture. 
 (b) ☐ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and
in the Indenture. 
 (c) ☐ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 
 This certificate and the statements contained herein
are made for your benefit. 
  

			
	[Insert Name of Transferor]
		
	By:	 	 
		 	Name:
		 	Title:



Dated:                        


  
 B-3 







 ANNEX A TO CERTIFICATE OF TRANSFER 

 

	 	1.	The Transferor owns and proposes to transfer the following: 

 [CHECK ONE of (a) or (b)]

  

	 	(a)	☐ a beneficial interest in the: 

  

	 	(i)	☐ 144A Global Note (CUSIP [                ]), or 


 

	 	(ii)	☐ Regulation S Global Note (CUSIP [                ]), or 


 

	 	(b)	☐ a Restricted Definitive Note, 

 2. After the Transfer the Transferee will hold: 

[CHECK ONE OF] 
  

	 	(a)	☐ a beneficial interest in the: 

  

	 	(i)	☐ 144A Global Note (CUSIP [                ]), or 


 

	 	(ii)	☐ Regulation S Global Note (CUSIP [                ]), or 


 

	 	(iii)	☐ Unrestricted Global Note (CUSIP [                ]); or 


 

	 	(b)	☐ a Restricted Definitive Note; or 

  

	 	(c)	☐ an Unrestricted Definitive Note, 

 in accordance with the terms of the Indenture. 

  
 B-4 







 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 Sunoco LP 

Sunoco Finance Corp. 
 8020 Park Lane, Suite 200 

Dallas, TX 75231 
 U.S. Bank National Association 

5555 San Felipe Street 
 Suite 1150 

Houston, TX 77056 
 Re: 4.875% Senior Notes due
2023/5.500% Senior Notes due 2026/5.875% Senior Notes due 2028 (the “Notes”) 
 (CUSIP
                        ) 

Reference is hereby made to the Indenture, dated as of January 23, 2018 (the “Indenture”), among Sunoco LP, a Delaware limited
partnership (“Sunoco LP”), and Sunoco Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Sunoco LP, the “Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                    (the
“Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $        in such Note[s] or interests (the “Exchange”). In
connection with the Exchange, the Owner hereby certifies that: 
 1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note. 
 (a) ☐ Check
if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial
interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States. 
 (b) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for
the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the 

  
 C-1 







 
Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

(c) [Reserved] 
 (d) ☐
Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted
Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 2.
Exchange of Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes. 
 (a) ☐ Check if Exchange is
from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal
amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 

This certificate and the statements contained herein are made for your benefit. 

 

			
	 [Insert Name of Transferor]

		
	By:	 	  

		 	 Name:

		 	 Title:



 Dated:
                         

  
 C-2 







 EXHIBIT D 

FORM OF CERTIFICATE FROM 

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR 

Sunoco LP 
 Sunoco Finance Corp. 

8020 Park Lane, Suite 200 
 Dallas, TX 75231 

U.S. Bank National Association 
 5555 San Felipe Street 

Suite 1150 
 Houston, TX 77056 

Re: 4.875% Senior Notes due 2023/5.500% Senior Notes due 2026/5.875% Senior Notes due 2028 (the “Notes”) 

Reference is hereby made to the Indenture, dated as of January 23, 2018 (the “Indenture”), among Sunoco LP, a Delaware limited
partnership (“Sunoco LP”), and Sunoco Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Sunoco LP, the “Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
 In connection with our proposed
purchase of $            aggregate principal amount of: 
 (a)
☐ a beneficial interest in a Global Note, or 
 (b) ☐ a Definitive Note, 

we confirm that: 
 1. We
understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the
Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”). 

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we
will do so only (A) to Sunoco LP or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited
investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Issuers a signed letter substantially in the form of this letter and, if such transfer is in respect
of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such transfer is in compliance with the Securities Act, (D) outside the United
States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an 

  
 D-1 







 
effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a
transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 

3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the
Issuers such certifications, legal opinions and other information as you and the Issuers may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will
bear a legend to the foregoing effect. 
 4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we
are acting are each able to bear the economic risk of our or its investment. 
 5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion. 

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

			
	[Insert Name of Accredited Investor]
		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                             

  
 D-2 







 EXHIBIT E 

[FORM OF NOTATION OF GUARANTEE] 

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of January 23, 2018 (the “Indenture”), among Sunoco LP, a Delaware limited partnership (“Sunoco LP”), and Sunoco
Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Sunoco LP, the “Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual
payment of the principal of, premium, if any, and Additional Interest, if any, and interest on, the Notes, whether at Stated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of,
premium, if any, interest and Additional Interest, if any, on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Indenture
and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at
Stated Maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantees and the Indenture are expressly set forth in Article 10 of the Indenture and reference is
hereby made to the Indenture for the precise terms of the Note Guarantees. Each Holder of a Note, by accepting the same, agrees to and shall be bound by such provisions. 

Capitalized terms used but not defined herein have the meanings given to them in the Indenture. 

 

			
	[Name of Guarantor(s)]
		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                             

  
 E-1 







 EXHIBIT F 

[FORM OF SUPPLEMENTAL INDENTURE 

TO BE DELIVERED BY SUBSEQUENT GUARANTORS] 

This Supplemental Indenture (this “Supplemental Indenture”), dated as of
            , 20        , is among
                    (the “Guaranteeing Subsidiary”), Sunoco LP, a Delaware limited partnership (“Sunoco LP”), and Sunoco Finance
Corp. (“Finance Corp.” and, together with Sunoco LP, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the
“Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of
January 23, 2018 providing for the issuance of their 4.875% Senior Notes due 2023, 5.500% Senior Notes due 2026 and 5.875% Senior Notes due 2028 (collectively, the “Notes”); 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note
Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this
Supplemental Indenture. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the
Indenture. 
 2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional
guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof. 

3. No Recourse Against Others. No past, present or future director, officer, partner, member, employee, incorporator,
manager or unit holder or other owner of Equity Interests of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuers or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this
Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 

4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE. 

  
 F-1 







 5. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 6.
Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 

7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers. 

(Signature page follows.) 

  
 F-2 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
  

			
	[Guaranteeing Subsidiary]
		
	By:	 	  

		 	Name:
		 	Title:
	
	SUNOCO LP
	By:Sunoco GP LLC, its general partner
		
	By:	 	  

		 	Name:
		 	Title:
	
	SUNOCO FINANCE CORP.
		
	By:	 	  

		 	Name:
		 	 Title:
  

	[Existing Guarantors]
		
	By:	 	  

		 	Name:
		 	Title:
	
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	  

	Authorized Signatory



  
 F-3