Underwriting Agreement

On September 19, 2012, Susser Petroleum Partners LP (the "Partnership") entered into an Underwriting Agreement (the "Underwriting Agreement"), by and among the Partnership, Susser Petroleum Partners GP LLC, the general partner of the Partnership (the "General Partner"), Susser Holdings Corporation, the sole member of the General Partner ("SHC") and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Wells Fargo Securities, LLC and UBS Securities LLC, as representatives of the several underwriters named therein (the "Underwriters"), providing for the offer and sale (the "Offering") by the Partnership, and purchase by the Underwriters, of 9,500,000 common units representing limited partner interests ("Common Units") at a price to the public of $20.50 per Common Unit ($19.2188 per Common Unit, net of underwriting discounts). Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriters an option for a period of 30 days (the "Option") to purchase up to an additional 1,425,000 Common Units (the "Option Units") on the same terms. On September 21, 2012, the Underwriters exercised the Option in full. The material terms of the Offering are described in the prospectus, dated September 19, 2012 (the "Prospectus"), filed by the Partnership with the Securities and Exchange Commission (the "Commission") on September 21, 2012 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act"). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-1, as amended (File No. 333-182276), initially filed by the Partnership on June 22, 2012.

The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The Partnership, the General Partner and SHC have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The Offering closed September 25, 2012, and the Partnership received proceeds
(net of underwriting discounts, structuring fees and other offering expenses)
from the Offering of approximately $206.0 million. As described in the Prospectus, the Partnership will use the net proceeds from the Offering to distribute $25.4 million to SHC as reimbursement of certain capital expenditures incurred with respect to the assets contributed to the Partnership in connection with the Offering and purchase approximately $180.7 million of U.S. Treasury or other investment grade securities, which will be assigned as collateral to secure a new $180.7 million term loan that will be fully guaranteed by SHC. The proceeds of such term loan will be used to make a $180.7 million distribution to SHC to finance in part the Partnership's acquisition of the assets transferred by SHC in connection with the Offering. In addition, the Partnership expects to draw $2.4 million in borrowings under the revolving credit facility in order to pay its transaction expenses associated with entering into the Term Loan Agreement (as defined below) and the Revolving Credit Agreement (as defined below).

The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Omnibus Agreement

On September 25, 2012, in connection with the closing of the Offering, the Partnership entered into an Omnibus Agreement (the "Omnibus Agreement") by and among the Partnership, the General Partner and SHC.

Pursuant to the Omnibus Agreement, among other things, the Partnership received . . .

Contribution Agreement

On September 25, 2012, in connection with the closing of the Offering, the following transactions, among others, occurred pursuant to the Contribution Agreement by and among the Partnership, the General Partner, SHC, Stripes, Susser Holdings and SPC (the "Contribution Agreement"):

† SPC agreed to convey and contribute to Susser Operating all of SPC's right, title and interest in and to all of the membership interests in T&C Wholesale, LLC ("T&C Wholesale");

† Susser Holdings and its restricted subsidiaries agreed to sell, convey, assign, transfer, contribute and deliver to Susser Operating: (i) all of SPC's right, title, duties, obligations and interests as tenant under the certain leases and subleases, and other agreements ancillary thereto, together with all modifications, addenda and amendments thereto; (ii) all of SPC's right, title, duties, obligations and interests as landlord under the certain leases and subleases, and other agreements ancillary thereto, together with all modifications, addenda and amendments thereto; (iii) all of SPC's right, title, duties, obligations and interests under certain vendor agreements, related to, among other things, certain merchandise purchasing and promotional programs arranged with dealers and vendors, and other agreements ancillary thereto;
(iv) all of SPC's right, title, duties, obligations and interests under certain marketer, distributor and supply agreements, pursuant to which, among other things, SPC purchases motor fuel from oil companies and refiners, and other agreements ancillary thereto; (v) all of SPC's right, title, duties, obligations and interests under certain fuel supply and management fee agreements, pursuant to which, among other things, SPC distributes motor fuel to convenience stores and other retail fuel outlets, and other agreements ancillary thereto; (vi) all of SHC's

or its subsidiaries' right, title and interests in certain real property owned in fee and located in Texas, together with all benefits, privileges, easements, tenements, hereditaments thereon or appertaining thereto, and any and all right, title and interest in and to adjacent roads and rights-of-way; and (vii) all of SHC's or its subsidiaries' right, title and interests in and to certain personal property; and

† SPC agreed to convey and contribute to the Partnership all of SPC's right, title and interest in and to all of the membership interests in Susser Operating in exchange for the conveyance and distribution by the Partnership to SHC or its subsidiaries of: (i) 14,436 Common Units representing a 0.07% limited partner interest in the Partnership, all of which the Partnership agreed to convey to Stripes; (ii) 10,939,436 Subordinated Units representing a 50.0% limited partner interest in the Partnership, of which the Partnership agreed to convey 5,469,718 Subordinated Units to Stripes No. 1009 and 5,469,718 Subordinated Units to Stripes; (iii) all of the incentive distribution rights of the Partnership (the "Incentive Distribution Rights"); (iv) cash and (v) the right for SHC to receive either (a) the Option Units, (b) a cash distribution of the proceeds if the Underwriters exercise the Option, or (c) a combination of both (a) and (b).

The foregoing description is qualified in its entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated in this Item 2.01 by reference.

Relationships

The description of the relationships among the Partnership, the General Partner, SHC, Stripes, Susser Holdings and SPC provided above under Item 1.01 is incorporated in this Item 2.01 by reference.

The description of the Revolving Credit Agreement and the Term Loan Agreement provided above under Item 1.01 is incorporated in this Item 2.03 by reference.

The description in Item 2.01 above of the issuances by the Partnership of Common Units to Stripes, Subordinated Units to Stripes and Stripes No. 1009 and Incentive Distribution Rights to SHC on September 25, 2012 in connection with the consummation of the transactions contemplated by the Contribution Agreement is incorporated herein by reference. The foregoing transactions were undertaken in reliance upon the exemption from the registration requirements of the Securities Act by Section 4(2) thereof. The Partnership believes that exemptions other than the foregoing exemption may exist for these transactions.

Each of such Subordinated Units granted under the Contribution Agreement will convert into one Common Unit at the end of the subordination period, which will end on the first business day after the Partnership has earned and paid at least
(1) $1.75 (the minimum quarterly distribution on an annualized basis) on each outstanding Common Unit and Subordinated Unit for each of three consecutive, non-overlapping four-quarter periods ending on or after September 30, 2015 or
(2) $2.625 (150.0% of the annualized minimum quarterly distribution) on each outstanding Common Unit and Subordinated Unit and the related distributions on the Incentive Distribution Rights for the four-quarter period immediately preceding that date, in each case provided there are no arrearages on the Common Units at that time.

The description of the subordination period contained in the section of the Prospectus entitled "Provisions of Our Partnership Agreement Relating to Cash Distributions-Subordinated Units" is incorporated herein by reference.

Appointment of Director

On September 19, 2012, in connection with the effectiveness of the Partnership's Registration Statement, Rob L. Jones was appointed to the board of directors of the General Partner (the "Board"). Mr. Jones was also appointed to serve on the Board's audit committee and conflicts committee.

LTIP Grants

On September 25, 2012, in connection with the closing of the Offering, the Partnership granted phantom units under the Susser Petroleum Partners LP 2012 Long Term Incentive Plan (the "Plan") to the following directors and named executive officers in the amounts opposite his or her name:

Number of Phantom

Grantee                     Units                    Vesting Provisions
Bryan F. Smith, Jr.         5,000         Ratably, for 3 years after the grant date
   Rob L. Jones             5,000         Ratably, for 3 years after the grant date
 E.V. Bonner, Jr.           5,000         Ratably, for 5 years after the grant date
 Mary E. Sullivan           5,000         Ratably, for 5 years after the grant date
  Rocky B. Dewbre           5,000         Ratably, for 5 years after the grant date

First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP

On September 25, 2012, in connection with the closing of the Offering, the Partnership amended and restated its Agreement of Limited Partnership (as amended, the "Partnership Agreement"). A description of the Partnership Agreement is contained in the section of the Prospectus entitled "The Partnership Agreement" and is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Partnership Agreement, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

Amended and Restated Limited Liability Company Agreement of Susser Petroleum Partners GP LLC

On September 25, 2012, in connection with the closing of the Offering, the General Partner amended and restated its Limited Liability Company Agreement (as amended, the "LLC Agreement"). The amendments to the LLC Agreement included, among other things, outlining the rights of members, distributions by the General Partner, and management by the Board.

The foregoing description is qualified in its entirety by reference to the full text of the LLC Agreement, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

(d) Exhibits

1.1 Underwriting Agreement by and among Susser Petroleum Partners LP, Susser Petroleum Partners GP LLC, Susser Holdings Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Wells Fargo Securities, LLC, UBS Securities LLC and the other underwriters named therein, dated September 19, 2012.

3.1      First Amended and Restated Agreement of Limited Partnership of Susser
         Petroleum Partners LP, dated September 25, 2012.

3.2      Amended and Restated Limited Liability Company Agreement of Susser
         Petroleum Partners GP LLC, dated September 25, 2012.

10.1     Omnibus Agreement by and among Susser Petroleum Partners LP, Susser
         Petroleum Partners GP LLC and Susser Holdings Corporation, dated
         September 25, 2012.

10.2     Revolving Credit Agreement among Susser Petroleum Partners LP, as
         Borrower, the lenders from time to time party thereto and Bank of
         America, N.A., as Administrative Agent, Swing Line Lender and L/C
         Issuer, dated September 25, 2012.

10.3     Term Loan and Security Agreement between Susser Petroleum Partners LP,
         as Borrower, and Bank of America, N.A., as Lender, dated September 25,
         2012.

10.4     Transportation Agreement between Susser Petroleum Operating Company LLC
         and Susser Petroleum Company LLC, dated September 25, 2012.

10.5     Fuel Distribution Agreement by and among Susser Petroleum Operating
         Company LLC, Susser Holdings Corporation, Stripes LLC and Susser
         Petroleum Company LLC, dated September 25, 2012.

10.6     Contribution Agreement by and among Susser Petroleum Partners LP,
         Susser Petroleum Partners GP LLC, Susser Holdings Corporation, Susser
         Holdings, L.L.C., Stripes LLC and Susser Petroleum Company LLC, dated
         September 25, 2012.