Item 1.01 Entry into a Material Definitive Agreement.
On January 23, 2020, Sprague Resources LP, a Delaware limited partnership (the
"Partnership"), entered into a letter agreement (the "Letter Agreement") with
the Partnership's sponsor, Axel Johnson Inc. (the "Sponsor"), and Sprague
Resources Holdings LLC ("Sprague Holdings"), a wholly owned subsidiary of the
Sponsor and the owner of the Partnership's general partner. The Letter Agreement
provides that Sprague Holdings will receive common units, representing limited
partner interests in the Partnership, in lieu of cash, in respect of the
incentive distribution rights payable in connection with the distribution for
the fourth quarter of 2019. A copy of the Letter Agreement is attached hereto as
Exhibit 10.1 and is incorporated by reference into this Item 1.01. The
description of the Letter Agreement contained in this Current Report on Form 8-K
is qualified in its entirety by reference to the full text of the Letter
Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT      DESCRIPTION
  10.1         Letter Agreement, dated January 23, 2020, among Sprague Resources
             LP, Sprague Resources Holdings LLC and Axel Johnson Inc.

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