0001193125-15-397702 Sample Contracts

REGISTRATION RIGHTS AGREEMENT BY AND AMONG SUNOCO LP AND THE PURCHASERS NAMED ON SCHEDULE A HERETO
Registration Rights Agreement • December 8th, 2015 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 3, 2015, by and among Sunoco LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 8th, 2015 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This Second Amendment to Credit Agreement (this “Amendment”) is entered into effective as of the 2nd day of December, 2015 (the “Second 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”), Collateral Agent (in such capacity, the “Prior Collateral Agent”), Swingline Lender and an LC Issuer, and the financial institutions parties hereto as Lenders (“Lenders”).

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