0001193125-19-074957 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 14th, 2019 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This REGISTRATION RIGHTS AGREEMENT dated March 14, 2019 (this “Agreement”) is entered into by and among Sunoco LP, a Delaware limited partnership (the “Partnership”), Sunoco Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), the guarantors listed in Schedule 1 hereto (collectively, the “Initial Guarantors”), and Goldman Sachs & Co. LLC and Mizuho Securities USA LLC, as representatives (the “Representatives”) of the initial purchasers listed on Schedule A of the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).

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SUNOCO LP, SUNOCO FINANCE CORP. and EACH OF THE GUARANTORS PARTY HERETO 6.000% SENIOR NOTES DUE 2027 INDENTURE Dated as of March 14, 2019 U.S. BANK NATIONAL ASSOCIATION, Trustee
Indenture • March 14th, 2019 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This INDENTURE, dated as of March 14, 2019, 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”).

PURCHASE AGREEMENT
Purchase Agreement • March 14th, 2019 • Sunoco LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
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