Exhibit 4.11

This SECOND SUPPLEMENTAL INDENTURE, dated as of November 7, 2025 (this “Supplemental Indenture”), is among PARKLAND CORPORATION (F/K/A PARKLAND FUEL CORPORATION), a corporation amalgamated under the laws of the Province of Alberta (the “Issuer”), each of the GUARANTORS (as defined in the Indenture referred to below), COMPUTERSHARE TRUST COMPANY, N.A., as U.S. trustee under the Indenture referred to below (the “U.S. Trustee”), and COMPUTERSHARE TRUST COMPANY OF CANADA, as Canadian trustee under the Indenture referred to below (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).

RECITALS

WHEREAS, the Issuer has heretofore executed and delivered to the Trustees an indenture (as supplemented as of the date hereof, the “Indenture”), dated as of July 10, 2019, providing for the issuance of 5.875% Senior Notes due 2027 (the “Securities”);

WHEREAS, the Issuer has heretofore entered into the First Supplemental Indenture (the “First Supplemental Indenture”), dated as of June 20, 2025, among the Issuer, the Guarantors and the Trustees;

WHEREAS, Section 9.1 of the Indenture provides that, subject to certain exceptions, the Issuer, the Guarantors and the Trustees may amend or supplement the Indenture with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding;

WHEREAS, Sunoco LP, a Delaware limited partnership, in connection with its acquisition of all of the issued and outstanding common shares of the Issuer, has solicited consents from the Holders of the Securities to certain proposed amendments to the Indenture as set forth in Article II to this Supplemental Indenture (the “Amendments”), in accordance with the terms and conditions of a Confidential Exchange Offer Memorandum and Consent Solicitation Statement, dated as of October 6, 2025, relating to the Issuer’s U.S. dollar denominated notes (the “Exchange Offer Memorandum”);

WHEREAS, pursuant to the Exchange Offer Memorandum, the Holders of at least a majority in principal amount of the Securities outstanding as of the date hereof have consented to the Amendments effected by this Supplemental Indenture and evidence of such consents has been provided by the Issuer to the Trustees; and

WHEREAS, in accordance with Sections 9.1, 9.6, 11.4 and 11.5 of the Indenture, the Issuer has delivered to the Trustees (a)(i) an Authentication Order accompanied by (ii) a resolution of its Board of Directors authorizing the execution of this Supplemental Indenture, (b) the requisite Officers’ Certificate stating that this Supplemental Indenture complies with Section 9.6 of the Indenture and that all conditions precedent provided for in the Indenture have been complied with and (c) the requisite Opinion of Counsel stating that all conditions precedent provided for in the Indenture have been complied with.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows:

 

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ARTICLE I

DEFINITIONS

Section 1.1 Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

Section 1.2 This Supplemental Indenture has been duly executed and delivered by the Issuer, the Guarantors and the Trustees and is hereby declared effective; provided, however, that Article II of this Supplemental Indenture shall only become operative upon the Settlement Date (as defined in the Exchange Offer Memorandum) of the Exchange Offer (as defined in the Exchange Offer Memorandum) with respect to the Securities.

ARTICLE II

AMENDMENTS TO THE INDENTURE

Section 2.1 The Indenture is hereby amended as it relates to the Securities to delete the following sections in their entirety, and, in the case of each such section, insert in lieu thereof the phrase “[Intentionally Omitted]” and any and all references thereto (including any definitions used exclusively in the provisions of the Indenture that are deleted pursuant to such amendments, and any definitions used exclusively within such definitions), and any and all obligations thereunder are hereby deleted throughout the Indenture as they relate to the Securities and such sections and references shall be of no further force or effect as they relate to the Securities:

 

(1)

Section 4.2 entitled “Reports and Financial Information;”

 

(2)

Section 4.3 entitled “Limitations in Incurrence of Indebtedness;”

 

(3)

Section 4.4 entitled “Restricted Payments;”

 

(4)

Section 4.6 entitled “Dividend and Other Payment Restrictions Affecting Subsidiaries;”

 

(5)

Section 4.7 entitled “Asset Sales;”

 

(6)

Section 4.8 entitled “Transactions with Affiliates;”

 

(7)

Section 4.9 entitled “Additional Subsidiary Guarantees;”

 

(8)

Section 4.12 entitled “Business Activities;”

 

(9)

Section 4.13 entitled “Offer to Purchase Securities upon Change of Control;”

 

(10)

Section 5.1 entitled “Restrictions on Amalgamation, Consolidation, Merger and Sale of Certain Assets;” and

 

(11)

Clauses (e), (f) and (i) of Section 6.1 entitled “Events of Default” (only with respect to (i) defaults by the Issuer or any of its Significant Subsidiaries under other indebtedness, (ii) judgments against the Issuer or any of its Significant Subsidiaries and (iii) any guarantees of the applicable New Notes (as defined in the Exchange Offer Memorandum) ceasing to be in full force and effect other than by reason of release of such guarantee in accordance with the Sunoco Indenture (as defined in the Exchange Offer Memorandum)).

 

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ARTICLE III

MISCELLANEOUS

Section 3.1 This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 3.2 No director, officer, employee or incorporator of the Issuer or any Guarantor, or shareholder of the Issuer, or annuitant under a plan of which a shareholder of the Issuer is a trustee or carrier shall have any liability for any indebtedness, obligations or liabilities of the Issuer under the Securities or the Indenture or any Guarantor under its Guarantee or for any claim based on, in respect of or by reason of, such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities and the Guarantees. The waiver may not be effective to waive liabilities under applicable securities laws.

Section 3.3 THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

Section 3.4 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.

Section 3.5 The Article headings herein are for convenience only and shall not affect the construction hereof.

Section 3.6 The Trustees 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 Issuer and the Guarantors.

Section 3.7 The provisions of Sections 11.9 and 11.10 of the Indenture apply as if set forth herein mutatis mutandis.

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

 

 

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5.875% SENIOR NOTES DUE 2027

 

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