EX-10.1


 Exhibit 10.1 

EXECUTION VERSION 

FOURTH AMENDMENT TO CREDIT AGREEMENT 

This Fourth Amendment to Credit Agreement (this “Amendment”) is entered into effective as of the 21st day of December,
2016 (the “Fourth Amendment Effective Date”), by and among Sunoco LP, a Delaware limited partnership (“Borrower”), Bank of America, N.A., as Administrative Agent (in such capacity, the
“Administrative Agent”), Swingline Lender and an LC Issuer, and the financial institutions parties hereto as Lenders (“Lenders”). 

W I T N E S S E T H 

WHEREAS, Borrower, Administrative Agent and the Lenders are parties to that certain Credit Agreement, dated as of September 25, 2014 (as
amended by that certain First Amendment to Credit Agreement and Increase Agreement dated as of as April 10, 2015, that certain Second Amendment to Credit Agreement, dated as of December 2, 2015 and that certain Third Amendment to Credit
Agreement, dated as of August 1, 2016, and as otherwise amended, restated, supplemented or modified prior to the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by this
Amendment, the “Credit Agreement”) (unless otherwise defined herein, all terms used herein with their initial letter capitalized shall have the meaning given such terms in the Credit Agreement); 

WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Existing Credit Agreement as set forth below;
and 
 WHEREAS, subject to and upon the terms and conditions set forth herein, the Lenders have agreed to enter into this Amendment; 

NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed, Borrower, Administrative Agent, and the Lenders hereby agree as follows: 

Section 1. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Amendment,
and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Existing Credit Agreement shall be amended effective as of the Fourth Amendment Effective Date in the manner provided in this
Section 1. 
 1.1 Amendment of Section 1.01. Section 1.01 of the Existing Credit Agreement is
hereby amended as follows: 
 (a) By amending and restating the pricing grid in clause (a) of the definition of “Applicable
Rate” to read in full as follows: 
  

															
	 Level
	  	 Leverage Ratio
	  	
Base Rate
Margin
	 	 	 Eurodollar
Margin
	 	 	 Commitment
Fee
Rate
	 
	 1
	  	< 3.00	  	 	0.500	% 	 	 	1.500	% 	 	 	0.250	% 
	 2
	  	> 3.00 to 1.00 and < 3.50 to 1.00	  	 	0.750	% 	 	 	1.750	% 	 	 	0.300	% 
	 3
	  	> 3.50 to 1.00 and < 4.00 to 1.00	  	 	1.000	% 	 	 	2.000	% 	 	 	0.300	% 
	 4
	  	> 4.00 to 1.00 and < 4.50 to 1.00	  	 	1.250	% 	 	 	2.250	% 	 	 	0.350	% 
	 5
	  	> 4.50 to 1.00 and < 5.50 to 1.00	  	 	1.500	% 	 	 	2.500	% 	 	 	0.350	% 
	 6
	  	> 5.50 to 1.00 and < 6.00 to 1.00	  	 	1.750	% 	 	 	2.750	% 	 	 	0.500	% 
	 7
	  	> 6.00 to 1.00	  	 	2.000	% 	 	 	3.000	% 	 	 	0.500	% 


  
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 (b) By adding the definition of “Fourth Amendment” in
alphabetically appropriate order, which shall read in full as follows: 
 “Fourth Amendment” means that
certain Fourth Amendment to Credit Agreement dated as of December 21, 2016, among the Borrower, Administrative Agent and the Lenders party thereto. 

(c) By adding the definition of “Interest Coverage Ratio” in alphabetically appropriate order, which
shall read in full as follows: 
 “Interest Coverage Ratio” means, as of any date, the ratio of
(a) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date to (b) Consolidated Interest Expense for the period of four consecutive fiscal quarters ending on such date. 

(d) By amending the definition of “Loan Documents” by adding “the Fourth Amendment,” immediately following
the reference to the “Third Amendment,” therein. 
 (e) By adding the definition of “Net Cash
Proceeds” in alphabetically appropriate order, which shall read in full as follows: 
 “Net Cash
Proceeds” means, with respect to the issuance of any Equity Interests of the Borrower, an amount equal to (a) payments of Cash or Cash Equivalents received by the Borrower from such issuance minus (b) all reasonable and customary
out-of-pocket legal, underwriting and other fees and expenses incurred in connection with such issuance. 
 (f) By deleting
the definition of “Post Dropdown Period” in its entirety. 
 (g) By adding the definition of
“Senior Secured Leverage Ratio” in alphabetically appropriate order, which shall read in full as follows: 

“Senior Secured Leverage Ratio” means, as of any date, the ratio of (a) Consolidated Funded Indebtedness
that is secured by a Lien on any property of the Borrower or any of its Subsidiaries on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date. 

  
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 (h) By amending the definition of “Specified Acquisition
Period” by replacing the reference to “Section 7.12” therein with a reference to “Section 7.12(a)(ii).” 

(i) By adding the definition of “Term Loan Repayment Date” in alphabetically appropriate order, which
shall read in full as follows: 
 “Term Loan Repayment Date” means the date on which all Term Loan
Obligations have been repaid in full in cash (other than with the proceeds of any Term Loan Refinancing Indebtedness that is secured by a Lien on any property of the Borrower or any of its Subsidiaries). 

 

	 	1.2	Amendment to Section 2.06. Section 2.06 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows: 


2.06 Prepayments of Loans. 

(a) Voluntary Prepayments. The Borrower may, upon three Business Days’ notice by delivery of a Notice of Loan
Prepayment to the Administrative Agent (which notice shall be irrevocable except that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the incurrence of other
Indebtedness or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied, and the Administrative Agent will promptly give
notice to the other Lenders), from time to time and without premium or penalty (other than Eurodollar Loan breakage costs, if any, pursuant to Section 3.05) prepay the Loans, in whole or in part, so long as the aggregate amounts of all
partial prepayments of principal on the Loans equals $5,000,000 or any higher integral multiple of $1,000,000. Each prepayment of principal under this section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid.
Any principal or interest prepaid pursuant to this section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment. 

(b) Mandatory Prepayments. In the event that the Borrower shall receive Net Cash Proceeds from the issuance of Equity
Interests of the Borrower at any time prior to the earlier of (i) the Borrower’s delivery of a Compliance Certificate demonstrating that the Leverage Ratio is less than 5.50 to 1.00 and (ii) the Term Loan Repayment Date, the Borrower
shall substantially simultaneously with the receipt of such Net Cash Proceeds (and in any event not later than the third Business Day 

  
 3 







 
after receipt thereof) by the Borrower, apply an amount equal to 100% of such Net Cash Proceeds to prepay either (a) so long as the Term Loan Obligations are outstanding, the Term Loan
Obligations or (b) the Loans. 
 The Borrower shall deliver to the Administrative Agent (i) concurrently with any
notice of prepayment of the Loans or Term Loan Obligations pursuant to this Section 2.06(b), a certificate of a Responsible Officer demonstrating the calculation of the amount of the applicable Net Cash Proceeds, and (ii) at least
three Business Days prior written notice of such prepayment. Each notice of prepayment of the Loans or Term Loan Obligations shall specify the prepayment date, the Type of each Loan or Term Loan Obligations being prepaid and the principal
amount of each Loan (or portion thereof) or Term Loan Obligation to be prepaid. All prepayments of Loans under this Section 2.06(b) shall be subject to Section 3.05, but shall otherwise be without premium or penalty, and
shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. In the event that the Borrower shall subsequently determine that the actual amount received exceeded the amount set forth
in such certificate, the Borrower shall promptly make an additional prepayment of the Loans or Term Loan Obligations in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent a certificate
of a Responsible Officer demonstrating the derivation of such excess amount. 
 1.3 Amendment to Section 6.01(b).
Section 6.01(b) of the Existing Credit Agreement is hereby amended by replacing the words “with the requirements of Section 7.12” therein with the words “with the then applicable requirements of
Section 7.12.” 
 1.4 Amendment to Section 6.09(a). Section 6.09(a) of the Existing Credit
Agreement is hereby amended by replacing the words “in compliance with Section 7.12” therein with the words “in compliance with the then applicable requirements of Section 7.12.” 

1.5 Amendment to Section 7.01(a)(xi). Section 7.01(a)(xi) of the Existing Credit Agreement is hereby amended by
replacing the words “compliance with Section 7.12” therein with the words “compliance with the then applicable requirements of Section 7.12.” 

1.6 Amendment to Section 7.01(b)(xiii). Section 7.01(b)(xiii) of the Existing Credit Agreement is hereby amended by
replacing the words “compliance with Section 7.12” therein with the words “compliance with the then applicable requirements of Section 7.12.” 

1.7 Amendment to Section 7.05. Section 7.05 of the Existing Credit Agreement is hereby amended by replacing the words
“in compliance with Section 7.12” therein with the words “in compliance with the then applicable requirements of Section 7.12.” 

  
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 1.8 Amendment to Section 7.10(k). Section 7.10(k) of the Existing Credit
Agreement is hereby amended by replacing the words “in compliance with Section 7.12” therein with the words “in compliance with the then applicable requirements of Section 7.12.” 

1.9 Amendment to Section 7.11. Section 7.11 of the Existing Credit Agreement is hereby amended by replacing the words
“in compliance with Section 7.12” therein with the words “in compliance with the then applicable requirements of Section 7.12.” 

1.10 Amendment of Section 7.12. Section 7.12 of the Existing Credit Agreement is hereby amended and restated to read
in its entirety as follows: 
 7.12 Financial Covenants:. 

(a) Leverage Ratio. As of each Quarterly Testing Date commencing with December 31, 2016, the Leverage Ratio will not exceed
(i) with respect to each Quarterly Testing Date occurring during the period from (and including) December 31, 2016 to (and including) December 31, 2018, the applicable ratio set forth below: 

 

					
	 Quarterly Testing Date
	  	Maximum
Leverage
Ratio	 
	 December 31, 2016 through December 31, 2017
	  	 	6.75 to 1.00	  
	 March 31, 2018
	  	 	6.50 to 1.00	  
	 June 30, 2018
	  	 	6.25 to 1.00	  
	 September 30, 2018
	  	 	6.00 to 1.00	  
	 December 31, 2018
	  	 	5.75 to 1.00	  

 and (ii) with respect to any other Quarterly Testing Date (A) at any time other than during a
Specified Acquisition Period, 5.50 to 1.00 or (B) during a Specified Acquisition Period, 6.00 to 1.00. 
 (b) Interest Coverage
Ratio. As of each Quarterly Testing Date commencing with December 31, 2016 and continuing to (and including) December 31, 2018, the Interest Coverage Ratio shall not be less than 2.25 to 1.00. 

(c) Senior Secured Leverage Ratio. As of each Quarterly Testing Date commencing with December 31, 2016 and continuing until the
Term Loan Repayment Date, the Senior Secured Leverage Ratio will not exceed (i) with respect to each Quarterly Testing Date occurring during the period from (and including) December 31, 2016 to (and including) December 31, 2017, 3.75
to 1.00 and (ii) for each Quarterly Testing Date thereafter, 3.50 to 1.00. 

  
 5 








	 	1.11	Amendment to Exhibit B. Exhibit B to the Credit Agreement is hereby amended and restated in its entirety in the form of Exhibit B attached hereto. 


Section 2. Conditions Precedent. The effectiveness of the amendments to the Existing Credit Agreement contained in
Section 1 hereof is subject to the satisfaction of each of the following conditions precedent: 
 2.1
Counterparts. Administrative Agent shall have received counterparts of this Amendment duly executed by Borrower, the Guarantors and the Majority Lenders. 

2.2 Fees and Expenses. Borrower shall have paid to Administrative Agent all fees due and owing to Administrative Agent pursuant
to or in connection with this Amendment (including the reasonable and documented fees, charges and disbursements of a single counsel for the Administrative Agent) in the preparation, execution, review and negotiation of this Amendment and the other
Loan Documents in accordance with Section 10.04(a) of the Existing Credit Agreement. 
 2.3 Consent Fee. Administrative
Agent shall have received, for the benefit of the Lenders party to this Amendment (each such Lender party to this Amendment, herein a “Consenting Lender” and including, without limitation, Bank of America, N.A.), a consent fee (the
“Amendment Consent Fee”) in an aggregate amount for each such Consenting Lender equal to 25 basis points (0.25%) of the amount of such Consenting Lender’s Commitment on the Fourth Amendment Effective Date. Administrative Agent
shall pay to each Consenting Lender the applicable Amendment Consent Fee promptly after receipt thereof by the Administrative Agent. 
 2.4
Term Loan Amendment. Administrative Agent shall have received a duly executed copy of an amendment to the Term Loan Facility in form and substance reasonably satisfactory to the Administrative Agent; provided that an amendment in form
and substance substantially similar to this Amendment shall be deemed reasonably satisfactory to the Administrative Agent. 
 2.5 No
Default. No Default or Event of Default shall have occurred which is continuing. 
 Section 3. Representations and Warranties of
Borrower. To induce the Lenders and Administrative Agent to enter into this Amendment, Borrower hereby represents and warrants to the Lenders and Administrative Agent as follows: 

3.1 Reaffirmation of Existing Representations and Warranties. Each representation and warranty of Borrower contained in the
Credit Agreement and the other Loan Documents is true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties are true and
correct in all respects) on the date hereof after giving effect to the amendments set forth in Section 1 hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were
true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties were true and correct in all respects) as of such earlier date.

  

  
 6 







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

4.1 Reaffirmation of Loan Documents. Any and all of the terms and provisions of the Credit Agreement and the Loan Documents
shall, except as amended and modified hereby, remain in full force and effect. The amendments contemplated hereby shall not limit or impair any Liens securing the Obligations, each of which are hereby ratified and affirmed. The execution, delivery
and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided
herein, constitute a waiver or amendment of any provision of any of the Loan Documents. 
 4.2 Parties in Interest. All of the
terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 

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

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

4.5 Headings. The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience
only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof. 
 4.6
Effectiveness. This Amendment shall be effective automatically and without necessity of any further action by Borrower, Administrative Agent or the Lenders when counterparts hereof have been executed by Borrower, Guarantors and the
Majority Lenders, and all conditions to the effectiveness hereof set forth herein have been satisfied. 

  
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 4.7 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 
 4.8 Amendment. On and after the Fourth Amendment Effective Date, each reference in
the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment. This
Amendment constitutes a Loan Document. 
 [Signature Pages to Follow] 

  
 8 







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

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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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

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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







 
			
	WELLS FARGO BANK, N.A.,
	as an LC Issuer and a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







 
			
	 THE BANK OF TOKYO-MITSUBISHI UFJ

LTD.,

	 as a Lender

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







 
			
	DNB CAPITAL LLC,
	as a Lender
		
	By:	 	/s/ Jill Ilski
	Name:	 	Jill Ilski
	Title:	 	First Vice President
		
	By:	 	/s/ Jodie Gildersleeve
	Name:	 	Jodie Gildersleeve
	Title:	 	Vice President



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







 
			
	THE ROYAL BANK OF SCOTLAND PLC,
	as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







 
			
	DEUTSCHE BANK AG — NEW YORK BRANCH,
	as a Lender
		
	By:	 	/s/ Chris Chapman
	Name:	 	Chris Chapman
	Title:	 	Director
		
	By:	 	/s/ Shai Bandner
	Name:	 	Shai Bandner
	Title:	 	Vice President



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







 
			
	SUMITOMO MITSUI BANKING CORPORATION,
	as a Lender
		
	By:	 	/s/ David W. Kee
	Name:	 	David W. Kee
	Title:	 	Managing Director



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







 
			
	BNP PARIBAS,
	as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  




  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







 
			
	ING CAPITAL LLC,
	as a Lender
		
	By:	 	/s/ Subha Pasumarti
	Name:	 	Subha Pasumarti
	Title:	 	Managing Director
		
	By:	 	/s/ Cheryl LaBelle
	Name:	 	Cheryl LaBelle
	Title:	 	Managing Director



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







 
			
	NATIXIS, NEW YORK BRANCH,
	as a Lender
		
	By:	 	/s/ Jarrett Price
	Name:	 	Jarrett Price
	Title:	 	Director
		
	By:	 	/s/ Brice Le Foyer
	Name:	 	Brice Le Foyer
	Title:	 	Director



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP 







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

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



  

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CREDIT AGREEMENT 
 SUNOCO LP 







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



  

SIGNATURE PAGE TO FOURTH AMENDMENT TO
CREDIT AGREEMENT 
 SUNOCO LP