0001193125-21-303068 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 20th, 2021 • Sunoco LP • Petroleum refining • New York

This REGISTRATION RIGHTS AGREEMENT dated October 20, 2021 (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 Citigroup Global Markets Inc. and MUFG Securities Americas Inc., 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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Standard Contracts

SUNOCO LP, SUNOCO FINANCE CORP. and EACH OF THE GUARANTORS PARTY HERETO 4.500% SENIOR NOTES DUE 2030 INDENTURE Dated as of October 20, 2021 U.S. BANK NATIONAL ASSOCIATION, Trustee
Indenture • October 20th, 2021 • Sunoco LP • Petroleum refining • New York

This INDENTURE, dated as of October 20, 2021, 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”).

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • October 20th, 2021 • Sunoco LP • Petroleum refining • New York

This Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of October 20, 2021, is 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 (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

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