Exhibit 4.8

This SUPPLEMENTAL INDENTURE, dated as of November 7, 2025 (this “Supplemental Indenture”), is among PARKLAND 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), and COMPUTERSHARE TRUST COMPANY OF CANADA, as trustee under the Indenture referred to below (the “Trustee”).

RECITALS

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (as supplemented as of the date hereof, the “Indenture”), dated as of June 16, 2021, providing for the issuance of 3.875% Senior Notes due 2026 (the “Notes”);

WHEREAS, Section 11.1 of the Indenture provides that, subject to certain exceptions, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture with the consent of the Holders of at least a majority in principal amount of the Notes 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 Notes 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 Canadian 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 Notes 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 Trustee; and

WHEREAS, in accordance with Sections 11.1 and 11.6 of the Indenture, the Issuer has delivered to the Trustee (a) an Issuer Order accompanied by a Board Resolution authorizing the execution of this Supplemental Indenture and (b) the requisite Officers’ Certificate stating that this Supplemental Indenture complies with Section 11.6 of the Indenture.

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:

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 Trustee 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 Notes.

ARTICLE II

AMENDMENTS TO THE INDENTURE

Section 2.1 The Indenture is hereby amended as it relates to the Notes 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 Notes and such sections and references shall be of no further force or effect as they relate to the Notes:

 

(1)

Section 5.3 entitled “Provision of Reports and Financial Information”;

 

(2)

Section 5.8 entitled “Restricted Payments”;

 

(3)

Section 5.9 entitled “Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries”;

 

(4)

Section 5.10 entitled “Limitations in Incurrence of Indebtedness”;

 

(5)

Section 5.11 entitled “Limitation on Asset Sales”;

 

(6)

Section 5.12 entitled “Limitations on Transactions with Affiliates”;

 

(7)

Section 5.14 entitled “Offer to Purchase Notes upon Change of Control”;

 

(8)

Section 5.16 entitled “Business Activities”;

 

(9)

Section 5.17 entitled “Additional Guarantees”;

 

(10)

Section 5.21 entitled “SEC Reporting Covenant”;

 

(11)

Subsections (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)); and

 

(12)

Section 9.1 entitled “Restrictions on Amalgamation, Consolidation, Merger and Sale of Certain Assets”.

 

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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 natural person incorporator of the Issuer or any Guarantor, any shareholder of the Issuer or an annuitant under a plan of which a shareholder of the Issuer is a trustee or carrier will have any liability for any indebtedness, obligations or liabilities of the Issuer under the Notes or the Indenture or of any Guarantor under its Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantees, to the extent permitted by applicable law.

Section 3.3 THE LAW OF THE PROVINCE OF ALBERTA 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 Trustee 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.

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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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