Amendment No. 2010-1 to Omnibus Agreement



 Exhibit 10.6.1 
  
 AMENDMENT NO. 2010-1 TO 
 OMNIBUS AGREEMENT 
  
 This AMENDMENT NO. 2010-1, dated as of February 22, 2010 and effective January 1, 2010 (this “Amendment”), to the Omnibus Agreement, dated as of February 8, 2002, and amended
previously by Amendment No. 2006-1, Amendment No. 2007-1, Amendment No. 2008-1, and Amendment No, 2009-1 (as amended, the “Omnibus Agreement”) by is adopted, executed and agreed to by Sunoco, Inc., Sunoco, Inc. (R&M),
Sun Pipe Line Company of Delaware LLC, Atlantic Petroleum Corporation, Sunoco Pipeline L.P., Sunoco Logistics Partners L.P., Sunoco Logistics Partners Operations L.P., and Sunoco Partners LLC (each a “Party” and, collectively, the
“Parties”). 
  
 Recitals 

  
 WHEREAS, except as otherwise provided herein,
capitalized terms used herein have the meanings assigned to them in the Omnibus Agreement; and 
  
 WHEREAS, the Parties desire to amend the Omnibus Agreement to provide for the payment of a one-year fixed Administrative Fee for the 2010 calendar year. 
  
 NOW, THEREFORE, in consideration of the premises, and each
intending to be legally bound, the Parties do hereby agree as follows: 
  
 SECTION 1. Amendment to Section 4.1. Section 4.1 of the Omnibus Agreement is amended to add a new subsection (d), as follows: 
  
 “(d) Effective January 1, 2010, and
for a period of one year thereafter, the Administrative Fee paid by the Partnership to the General Partner will be Five Million Three Hundred Fifty Three Thousand Dollars ($5,353,000) per year. This Administrative Fee for the 2010 calendar year will
be a fixed fee, and will not be subject to any increase by Sunoco, whether to reflect changes in the Consumer Price Index, or otherwise; provided, however, that the General Partner, with the approval and consent of its Conflicts Committee,
may agree on behalf of the Partnership to increase such Administrative Fee in connection with expansions of the operations of the Partnership Group through the acquisition or construction of new assets or businesses.” 
  
 SECTION 2. Governing Law. This Amendment
shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania. 
  
 SECTION 3. Counterparts. This Amendment may be executed in any number of counterparts and by the different Members in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
  
 [COUNTERPART SIGNATURE PAGES FOLLOW] 







 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date
first set forth above. 
  

					
	SUNOCO, INC.
		
	By:	 	         /s/ Brian P.
MacDonald

		 	Name:	 	Brian P. MacDonald
		 	Title:	 	Senior Vice President & Chief Financial Officer
	
	SUNOCO, INC. (R&M)
		
	By:	 	         /s/ Brian P.
MacDonald

		 	Name:	 	Brian P. MacDonald
		 	Title:	 	Senior Vice President & Chief Financial Officer
	
	ATLANTIC PETROLEUM CORPORATION
		
	By:	 	         /s/ Peter J.
Gvazdauskas

		 	Name:	 	Peter J. Gvazdauskas
		 	Title:	 	President
	
	SUN PIPE LINE COMPANY OF DELAWARE LLC
	(as successor to Sun Pipe Line Company of Delaware)
		
	By:	 	         /s/ Deborah M. Fretz

		 	Name:	 	Deborah M. Fretz
		 	Title:	 	President


  
 {Signature Page to Amendment No. 2010-1 to Omnibus Agreement} 








					
	SUNOCO PIPELINE L.P.
	(as successor to Sunoco Texas Pipeline Company and Sun Pipeline Services (Out) LLC)
		
	By:	 	Sunoco Logistics Partners Operations GP LLC,
		 	its general partner
		
	By:	 	         /s/ Deborah M. Fretz

		 	Name:	 	Deborah M. Fretz
		 	Title:	 	President
	
	SUNOCO PARTNERS LLC
		
	By:	 	         /s/ Deborah M. Fretz

		 	Name:	 	Deborah M. Fretz
		 	Title:	 	President and Chief Executive Officer
	
	SUNOCO LOGISTICS PARTNERS L.P.
		
	By:	 	 SUNOCO PARTNERS LLC,
 its General Partner

		
	By:	 	         /s/ Deborah M. Fretz

		 	Name:	 	Deborah M. Fretz
		 	Title:	 	President and Chief Executive Officer
	
	SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.
		
	BY:	 	 Sunoco Logistics Partners GP LLC,
 its general partner

		
	By:	 	         /s/ Deborah M. Fretz

		 	Name:	 	Deborah M. Fretz
		 	Title:	 	President


  
 {Signature Page to Amendment No. 2010-1 to Omnibus Agreement}