<PAGE>

                                                                    Exhibit 10.1



                                CREDIT AGREEMENT

                                      among

                    SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.
                                as the Borrower,

                         SUNOCO LOGISTICS PARTNERS L.P.
                                 as a Guarantor

                             BANK OF AMERICA, N.A.,
                             as Administrative Agent
                                       and
                                   L/C Issuer,

                           FIRST UNION NATIONAL BANK,
                              as Syndication Agent,

                                       and

                            The Lenders Party Hereto

                                  $150,000,000

                             SENIOR CREDIT FACILITY

                         BANC OF AMERICA SECURITIES LLC
                     As Sole Lead Arranger and Book Manager

                          Dated as of January 11, 2002

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                            Page
                                                                                            ----
<S>           <C>                                                                           <C>
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS .................................................1
     1.01     Defined Terms .................................................................1
     1.02     Other Interpretive Provisions ................................................21
     1.03     Accounting Terms .............................................................21
     1.04     Rounding .....................................................................21
     1.05     References to Agreements and Laws ............................................21

ARTICLE II. THE COMMITMENTS AND BORROWINGS .................................................22
     2.01     Loans ........................................................................22
     2.02     Letters of Credit ............................................................22
     2.03     Borrowings, Conversions and Continuations of Loans ...........................28
     2.04     Prepayments ..................................................................29
     2.05     Reduction or Termination of Commitments ......................................31
     2.06     Repayment of Loans ...........................................................31
     2.07     Interest .....................................................................31
     2.08     Fees .........................................................................32
     2.09     Computation of Interest and Fees .............................................33
     2.10     Evidence of Debt .............................................................33
     2.11     Payments Generally ...........................................................34
     2.12     Sharing of Payments ..........................................................35

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY ........................................36

     3.01     Taxes ........................................................................36
     3.02     Illegality ...................................................................37
     3.03     Inability to Determine Rates .................................................37
     3.04     Increased Cost and Reduced Return; Capital Adequacy; Reserves on
              Eurodollar Rate Loans ........................................................38
     3.05     Funding Losses ...............................................................38
     3.06     Matters Applicable to all Requests for Compensation ..........................39
     3.07     Survival .....................................................................39

ARTICLE IV. CONDITIONS PRECEDENT TO BORROWINGS .............................................39
     4.01     Conditions to Credit Extension ...............................................39
     4.02     Deadline for Conditions Effective Date .......................................41
     4.03     Conditions to all Loans and L/C Credit Extensions ............................41

ARTICLE V. REPRESENTATIONS AND WARRANTIES ..................................................41

     5.01     Existence; Qualification and Power; Compliance with Laws .....................42
     5.02     Authorization; No Contravention ..............................................42
     5.03     Governmental Authorization ...................................................42
     5.04     Binding Effect ...............................................................42
     5.05     Financial Statements; No Material Adverse Effect .............................42
     5.06     Litigation ...................................................................42
     5.07     Ownership of Property; Liens .................................................43
     5.08     Environmental Compliance .....................................................43

                                       i

</TABLE>


<PAGE>

<TABLE>
<S>           <C>                                                                           <C>
     5.09     Insurance ....................................................................43
     5.10     Taxes ........................................................................43
     5.11     ERISA Compliance .............................................................43
     5.12     Subsidiaries and other Investments ...........................................44
     5.13     Margin Regulations; Investment Company Act; Public Utility Holding
              Company Act; Use of Proceeds .................................................44
     5.14     Disclosure ...................................................................44
     5.15     Labor Matters ................................................................44
     5.16     Compliance with Laws .........................................................45
     5.17     Third Party Approvals ........................................................45
     5.18     Solvency .....................................................................45

ARTICLE VI. AFFIRMATIVE COVENANTS ..........................................................45
     6.01     Financial Statements .........................................................45
     6.02     Certificates; Other Information ..............................................46
     6.03     Notices ......................................................................46
     6.04     Payment of Obligations .......................................................47
     6.05     Preservation of Existence, Etc ...............................................47
     6.06     Maintenance of Assets and Business ...........................................47
     6.07     Maintenance of Insurance .....................................................47
     6.08     Compliance with Laws .........................................................47
     6.09     Books and Records ............................................................47
     6.10     Inspection Rights ............................................................48
     6.11     Compliance with ERISA ........................................................48
     6.12     Use of Proceeds ..............................................................48
     6.13     Guaranties ...................................................................48
     6.14     Material Agreements ..........................................................48
     6.15     Clean Down Period ............................................................48

ARTICLE VII. NEGATIVE COVENANTS ............................................................49
     7.01     Liens ........................................................................49
     7.02     Investments ..................................................................50
     7.03     Hedging Agreements ...........................................................50
     7.04     Indebtedness of Subsidiaries .................................................50
     7.05     Fundamental Changes ..........................................................50
     7.06     Dispositions .................................................................51
     7.07     Restricted Payments; Distributions and Redemptions ...........................51
     7.08     ERISA ........................................................................52
     7.09     Nature of Business; Capital Expenditures .....................................52
     7.10     Transactions with Affiliates .................................................52
     7.11     Burdensome Agreements ........................................................52
     7.12     Use of Proceeds ..............................................................52
     7.13     Material Agreements ..........................................................52
     7.14     Financial Covenants ..........................................................52

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES ...............................................53
     8.01     Events of Default ............................................................53
     8.02     Remedies Upon Event of Default ...............................................55

ARTICLE IX. ADMINISTRATIVE AGENT ...........................................................56

</TABLE>

                                       ii


<PAGE>

<TABLE>
<S>           <C>                                                                           <C>
     9.01     Appointment and Authorization of Administrative Agent ........................56
     9.02     Delegation of Duties .........................................................56
     9.03     Liability of Administrative Agent ............................................57
     9.04     Reliance by Administrative Agent .............................................57
     9.05     Notice of Default ............................................................57
     9.06     Credit Decision; Disclosure of Information by Administrative Agent ...........58
     9.07     Indemnification of Administrative Agent ......................................58
     9.08     Administrative Agent in its Individual Capacity ..............................58
     9.09     Successor Administrative Agent ...............................................59
     9.10     Other Agents; Lead Managers ..................................................59

ARTICLE X. MISCELLANEOUS ...................................................................59
     10.01    Amendments, Etc ..............................................................59
     10.02    Notices and Other Communications; Facsimile Copies ...........................60
     10.03    No Waiver; Cumulative Remedies ...............................................61
     10.04    Attorney Costs; Expenses and Taxes ...........................................61
     10.05    Indemnification ..............................................................62
     10.06    Payments Set Aside ...........................................................63
     10.07    Successors and Assigns .......................................................63
     10.08    Confidentiality ..............................................................66
     10.09    Set-off ......................................................................66
     10.10    Interest Rate Limitation .....................................................66
     10.11    Counterparts .................................................................67
     10.12    Integration ..................................................................67
     10.13    Survival of Representations and Warranties ...................................67
     10.14    Severability .................................................................67
     10.15    Foreign Lenders ..............................................................67
     10.16    Governing Law ................................................................68
     10.17    Waiver of Right to Trial by Jury .............................................69
     10.18    No General Partner's Liability ...............................................69
     10.19    ENTIRE AGREEMENT .............................................................70

SIGNATURES ................................................................................S-1

</TABLE>

                                      iii

<PAGE>



SCHEDULES

     2.01     Commitments
     5.12     Subsidiaries and other Equity Investments
     7.01     Existing Liens
     10.02    Addresses for Notices to Borrower, Guarantors and Administrative
              Agent

EXHIBITS

     Form of

     A-1               Borrowing Notice
     A-2               Conversion/Continuation Notice
     B                 Note

     C                 Compliance Certificate pursuant to Section 6.02(a)
     D                 Assignment and Acceptance

     E-1               Subsidiary Guaranty
     E-2               Guaranty (MLP)
     F-1 and F-2       Opinions of Counsel
     G                 Cash Collateral Account Agreement

                                       iv

<PAGE>


                                CREDIT AGREEMENT

         This CREDIT AGREEMENT ("Agreement") is entered into as of January 11,
2002, among SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., a Delaware limited
partnership (the "Borrower"), SUNOCO LOGISTICS PARTNERS L.P., a Delaware limited
partnership (the "MLP"), each lender from time to time party hereto
(collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA,
N.A., as Administrative Agent and L/C Issuer.

         The Borrower has requested that the Lenders provide a revolving credit
facility with a letter of credit sub-facility, and the Lenders are willing to do
so on the terms and conditions set forth herein.

         In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

         1.01 Defined Terms. As used in this Agreement, the following terms
shall have the meanings set forth below:

         Acquisition means any transaction or series of related transactions for
the purpose of, or resulting in, directly or indirectly, (a) the acquisition by
a Company of all or substantially all of the assets of a Person or of any
business or division of a Person; (b) the acquisition by a Company of more than
50% of any class of Voting Stock (or similar ownership interests) of any Person;
or (c) a merger, consolidation, amalgamation, or other combination by a Company
with another Person if a Company is the surviving entity, provided that, (i) in
any merger involving the Borrower, the Borrower must be the surviving entity;
and (ii) in any merger involving a Wholly-Owned Subsidiary and another
Subsidiary, a Wholly-Owned Subsidiary shall be the survivor.

         Administrative Agent means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

         Administrative Agent's Office means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 10.02, or such other
address or account as the Administrative Agent may from time to time notify to
the Borrower and the Lenders.

         Administrative Details Form means the Administrative Details Reply Form
furnished by a Lender to the Administrative Agent in connection with this
Agreement.

         Affiliate means, as to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to be controlled by any
other Person if such other Person possesses, directly or indirectly, power (a)
to vote 10% or more of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors or managing general partners; or (b)
to direct or cause the direction of the management and policies of such Person
whether by contract or otherwise.

         Agent/Arranger Fee Letter has the meaning specified in Section 2.08(d).

         Agent-Related Persons means the Administrative Agent (including any
successor administrative agent), together with its Affiliates (including, in the
case of Bank of America in its capacity as the

                                       1

<PAGE>

Administrative Agent, Banc of America Securities LLC), and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

         Aggregate Commitments has the meaning set forth in the definition of
"Commitment."

         Aggregate Committed Sum means, on any date of determination, the sum of
all Committed Sums then in effect for all Lenders (as the same may have been
reduced or canceled as provided in the Loan Documents).

         Agreement means this Credit Agreement.

         Applicable Rate means the following percentages per annum set forth in
the table below, on any date of determination, with respect to the Type of
Borrowing or facility fee that corresponds to the Pricing Level, as determined
based upon the MLP's Debt Rating.

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
                                                                       Applicable
                                                                        Rate for
                                                                       Eurodollar    Applicable
                                                                       Rate Loans     Rate for
  Pricing                                                              and Letters    Base Rate    Utilization
   Level            Debt Rating         Facility Fee    Ticking Fee     of Credit       Loans          Fee
-----------------------------------------------------------------------------------------------------------------
<S>                 <C>                 <C>             <C>           <C>             <C>          <C>
     1                 A-/A3                12.5            12.5          50.0            0            10.0
-----------------------------------------------------------------------------------------------------------------
     2               BBB+/Baa1              15.0            15.0          60.0            0            12.5
-----------------------------------------------------------------------------------------------------------------
     3               BBB/Baa2               17.5            17.5          70.0            0            12.5
-----------------------------------------------------------------------------------------------------------------
     4               BBB-/Baa3              25.0            25.0          87.5            0            12.5
-----------------------------------------------------------------------------------------------------------------
     5          BB+/Ba1 or unrated          45.0            45.0          110.0           0            20.0
-----------------------------------------------------------------------------------------------------------------

</TABLE>

Commencing on the Closing Date and continuing until the MLP receives a published
Debt Rating, the Applicable Rate shall be determined based upon Pricing Level 3.
Thereafter, each change in the Applicable Rate resulting from a publicly
announced change in the Debt Rating shall be effective, in the case of an
upgrade, during the period commencing on the date of delivery by the Borrower to
the Administrative Agent of notice thereof pursuant to Section 6.03(d) and
ending on the date immediately preceding the effective date of the next such
change and, in the case of a downgrade, during the period commencing on the date
of the public announcement thereof and ending on the date immediately preceding
the effective date of the next such change.

         Arranger means Banc of America Securities LLC, in its capacity as sole
lead arranger and book manager.

         Asset Acquisition has the meaning set forth in Section 7.14(c)(i).

         Assignment and Acceptance means an Assignment and Acceptance
substantially in the form of Exhibit D.

         Attorney Costs means and includes all reasonable fees and reasonable
disbursements of any law firm or other external counsel and the reasonable
allocated cost of internal legal services and all disbursements of internal
counsel.

                                       2

<PAGE>

         Attributable Indebtedness means, on any date, in respect of any Capital
Lease of any Person, the capitalized amount thereof that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP.

         Attributable Principal means, on any date, in respect of any Synthetic
Lease Obligation, the capitalized amount of the remaining lease payments under
the relevant lease that would appear on a balance sheet of such Person prepared
as of such date in accordance with GAAP if such lease were accounted for as a
capital lease.

         Authorizations means all filings, recordings, and registrations with,
and all validations or exemptions, approvals, orders, authorizations, consents,
franchises, licenses, certificates, and permits from, any Governmental
Authority.

         Bank Guaranties means guaranties or other agreements or instruments
serving a similar function issued by a bank or other financial institution.

         Bank of America means Bank of America, N.A.

         Base Rate means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." Such rate is a rate set by Bank of America based
upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

         Base Rate Loan means a Loan that bears interest based on the Base Rate.

         Board means the Board of Governors of the Federal Reserve System of the
United States of America.

         Borrower has the meaning set forth in the introductory paragraph
hereto.

         Borrower Affiliate means each Subsidiary of the Borrower, the General
Partner, the MLP, the general partner of the MLP, each Guarantor, and their
respective Subsidiaries.

         Borrower Operating Agreements means the following: (a) Borrower's and
its Subsidiaries' Organization Documents, (b) the Omnibus Agreement, (c) the
Contribution Agreement, (d) the Throughput Agreement, (e) the Interrefinery
Lease Agreement, and (f) the Treasury Services Agreement.

         Borrowing means a borrowing consisting of simultaneous Loans of the
same Type and having the same Interest Period made by each of the Lenders
pursuant to Section 2.01.

         Borrowing Notice means a notice of (a) a Borrowing, (b) a conversion of
Loans from one Type to the other, or (c) a continuation of Loans as the same
Type, pursuant to Section 2.03(a), which, if in writing, shall be substantially
in the form of Exhibit A-1 or A-2, as applicable.

         Business Day means any day other than a Saturday, Sunday, or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any

                                       3

<PAGE>


such day on which dealings in Dollar deposits are conducted by and between banks
in the applicable offshore Dollar interbank market.

         Capital Expenditure by a Person means an expenditure (determined in
accordance with GAAP) for any fixed asset owned by such Person for use in the
operations of such Person having a useful life of more than one year, or any
improvements or additions thereto.

         Capital Lease means any capital lease or sublease which should be
capitalized on a balance sheet in accordance with GAAP.

         Cash Collateral Account Agreement means the Cash Collateral Account
Agreement executed on even date herewith substantially in the form of Exhibit G
attached hereto.

         Cash Collateralize means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash and deposit account balances held
pursuant to the Cash Collateral Account Agreement.

         Change of Control means (a) the failure of Sunoco to own, directly or
indirectly, 51% of the general partner interests in the MLP, (b) the failure of
Sunoco to own, directly or indirectly, 51% of the general partner interests in
the Borrower, (c) the failure of Sunoco to control the management of both the
MLP and the Borrower, or (d) the failure of the MLP to own, free of all Liens,
all of the limited partner interest in the Borrower, which limited partner
interest shall constitute 99.99% of the equity interest in the Borrower.

         Change in Law means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or the Issuing
Bank (or, for purposes of Section 3.04(b), by any lending office of such Lender
or by such Lender's or the Issuing Bank's holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

         Clean Down Period has the meaning set forth in Section 6.15.

         Closing Date means the date upon which this Agreement has been executed
by the Borrower, the Lenders and the Administrative Agent.

         Code means the Internal Revenue Code of 1986.

         Commitment means, as to each Lender, its obligation to make Loans to
the Borrower pursuant to Section 2.01, and to purchase participations in L/C
Obligations pursuant to Section 2.02, in an aggregate principal amount at any
one time outstanding not to exceed its Committed Sum, in each case as such
amount may be reduced or adjusted from time to time in accordance with this
Agreement (collectively, the "Aggregate Commitments").

         Committed Sum means for any Lender, at any date of determination
occurring prior to the Maturity Date, the amount stated beside such Lender's
name on the most-recently amended Schedule 2.01 to this Agreement (which amount
is subject to increase, reduction, or cancellation in accordance with the Loan
Documents).

                                       4

<PAGE>


         Company and Companies means, on any date of determination thereof, the
MLP, the Borrower and each of their respective Subsidiaries.

         Compensation Period has the meaning set forth in Section 2.11(e)(ii).

         Compliance Certificate means a certificate substantially in the form of
Exhibit C.

         Conditions Effective Date means the first date all the conditions
precedent in Section 4.01 are satisfied or waived in accordance with Section
4.01 (or, in the case of Sections 4.01(b) and (c), waived by the Person entitled
to receive the applicable payment).

         Consolidated EBITDA means, for any period, for the MLP and its
Subsidiaries on a consolidated basis, an amount equal to the sum of (a)
Consolidated Net Income, (b) Consolidated Interest Charges, (c) the amount of
taxes, based on or measured by income, used or included in the determination of
such Consolidated Net Income, and (d) the amount of depreciation and
amortization expense deducted in determining such Consolidated Net Income.

         For purposes of calculating compliance with Section 7.14, the following
shall apply:

                  (i) If the MLP Offering Closing occurs during the first fiscal
         quarter of 2002: (A) Consolidated EBITDA for each of the fiscal
         quarters ending June 30, 2001, September 30, 2001 and December 31, 2001
         shall be the pro forma results of the MLP set forth in financial
         statements provided by the Borrower to the Administrative Agent, which
         financial statements shall be prepared using a methodology
         substantially similar to the methodology used in preparing the MLP
         Registration Statement, and (B) Consolidated EBITDA for the fiscal
         quarter ending March 31, 2002 shall be the combined pro forma and
         actual results of the MLP as set forth in financial statements filed
         with the Securities and Exchange Commission in the Form 10-Q for the
         quarter ended March 31, 2002, in each case with respect to which
         financial statements the Borrower shall have provided a certificate
         containing the representations and warranties set forth in Section
         5.05(a).

                  (ii) If the MLP Offering Closing occurs during the second
         fiscal quarter of 2002: (A) Consolidated EBITDA for each of the fiscal
         quarters ending December 31, 2001 and March 31, 2002 shall be the pro
         forma results of the MLP as set forth in financial statements provided
         by the Borrower to the Administrative Agent, which financial statements
         shall be prepared using a methodology substantially similar to the
         methodology used in preparing the MLP Registration Statement, and (B)
         Consolidated EBITDA for the fiscal quarter ending June 30, 2002 shall
         be the combined pro forma and actual results of the MLP as set forth in
         financial statements filed with the Securities and Exchange Commission
         in the Form 10-Q for the quarter ended June 30, 2002, in each case with
         respect to which financial statements the Borrower shall have provided
         a certificate containing the representations and warranties set forth
         in Section 5.05(a).

         Consolidated Interest Charges means, for any period, for the MLP and
its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium
payments, fees, charges and related expenses of the MLP and its Subsidiaries in
connection with Indebtedness (including capitalized interest), in each case to
the extent treated as interest in accordance with GAAP, and (b) the portion of
rent expense of the MLP and its Subsidiaries with respect to such period under
Capital Leases that is treated as interest in accordance with GAAP.

                                       5

<PAGE>


         Consolidated Net Income means, for any period, for the MLP and its
Subsidiaries on a consolidated basis, the net income or net loss of the MLP and
its Subsidiaries from continuing operations, provided that there shall be
excluded from such net income (to the extent otherwise included therein): (a)
the income (or loss) of any entity other than a Subsidiary in which the MLP or
any Subsidiary has an ownership interest, except to the extent that any such
income has been actually received by the MLP or such Subsidiary in the form of
cash dividends or similar cash distributions; (b) net extraordinary gains and
losses (other than, in the case of losses, losses resulting from charges against
net income to establish or increase reserves for potential environmental
liabilities and reserves for exposure under rate cases), (c) any gains or losses
attributable to non-cash write-ups or write-downs of assets, and (d) proceeds of
any insurance on property, plant or equipment other than business interruption
insurance.

         Consolidated Total Debt means, as of any date of determination, for the
MLP and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding
principal amount of all obligations and liabilities, whether current or
long-term, for borrowed money (including Obligations hereunder), (b) Capital
Leases, and (c) without duplication, all Guaranty Obligations with respect to
Indebtedness of the type specified in subsections (a) and (b) above.

         Contractual Obligation means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

         Contribution Agreement means the Contribution, Conveyance and
Assumption Agreement dated as of the date of MLP Offering Closing, among Sunoco
Partners LLC, the MLP, the Borrower, and certain Affiliates of Sunoco.

         Credit Extension means each of the following: (a) a Borrowing and (b)
an L/C Credit Extension.

         Crude Oil Purchase Agreements means Crude Oil Purchase Agreements
between Sunoco Partners Marketing & Terminals and Sunoco R&M, entered into from
time to time.

         Customary Coverage means insurance coverage in such amounts, with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where
the Borrower or its Subsidiaries operate.

         Debt Rating of the MLP means, as of any date of determination, the
rating as determined by either S&P or Moody's (collectively, the "Debt Ratings")
of the MLP's non-credit-enhanced, senior unsecured long-term debt; provided that
if a Debt Rating is issued by each of the foregoing rating agencies, then the
higher of such Debt Ratings shall apply, unless there is a split in Debt Ratings
of more than one level, in which case the level that is one level lower than the
higher Debt Rating shall apply.

         Debtor Relief Laws means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States of America or
other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.

         Default means any event that, with the giving of any notice, the
passage of time, or both, would be an Event of Default.

                                       6

<PAGE>


         Default Rate means an interest rate equal to (a) the Base Rate plus (b)
the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each
case to the fullest extent permitted by applicable Laws.

         Disposition or Dispose means the sale, transfer, license or other
disposition (including any sale and leaseback transaction) of any property
(including stock, partnership and other equity interests) by any Person,
including any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims
associated therewith.

         Distribution Loan means a Loan which is made for the purpose of paying
a Quarterly Distribution.

         Dollar and $ means lawful money of the United States of America.

         EDGAR means the Electronic Data Gathering and Retrieval System of the
United States Securities and Exchange Commission.

         Eligible Assignee means (a) a Lender; (b) an Affiliate of a Lender; and
(c) any other Person (other than a natural Person) approved by the
Administrative Agent and, unless an Event of Default has occurred and is
continuing, the Borrower (each such approval not to be unreasonably withheld or
delayed).

         Environmental Law means any applicable Law that relates to (a) the
condition or protection of air, groundwater, surface water, soil, or other
environmental media, (b) the environment, including natural resources or any
activity which affects the environment, (c) the regulation of any pollutants,
contaminants, wastes, substances, and Hazardous Substances, including, without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C.ss. 9601 et seq.) ("CERCLA"), the Clean Air Act (42
U.S.C.ss. 7401 et seq.), the Federal Water Pollution Control Act, as amended by
the Clean Water Act (33 U.S.C. ss. 1251 et seq.), the Federal Insecticide,
Fungicide, and Rodenticide Act (7 U.S.C.ss. 136 et seq.), the Emergency Planning
and Community Right to Know Act of 1986 (42 U.S.C.ss. 11001 et seq.), the
Hazardous Materials Transportation Act (49 U.S.C.ss. 1801 et seq.), the National
Environmental Policy Act of 1969 (42 U.S.C.ss. 4321 et seq.), the Oil Pollution
Act (33 U.S.C.ss. 2701 et seq.), the Resource Conservation and Recovery Act (42
U.S.C.ss. 6901 et seq.), the Rivers and Harbors Act (33 U.S.C.ss. 401 et seq.),
the Safe Drinking Water Act (42 U.S.C.ss. 201 andss. 300f et seq.), the Solid
Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of
1976 and the Hazardous and Solid Waste Amendments of 1984 (42 U.S.C.ss. 6901 et
seq.), the Toxic Substances Control Act (15 U.S.C.ss. 2601 et seq.), and
analogous state and local Laws, as any of the foregoing may have been and may be
amended or supplemented from time to time, and any analogous enacted or adopted
Law, or (d) the Release or threatened Release of Hazardous Substances.

         ERISA means the Employee Retirement Income Security Act of 1974 and any
regulations issued pursuant thereto.

         ERISA Affiliate means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions of this Agreement relating to obligations imposed under
Section 412 of the Code).

                                       7

<PAGE>


         ERISA Event means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which might reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; or (f) the imposition of any liability under Title IV of
ERISA, other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Borrower or any ERISA Affiliate.

         Eurodollar Rate means for any Interest Period with respect to any
Eurodollar Rate Loan:

                  (a) the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate that appears on the page
         (such page currently being page 3750) of the Telerate screen (or any
         successor thereto) that displays an average British Bankers Association
         Interest Settlement Rate for deposits in Dollars (for delivery on the
         first day of such Interest Period) with a term equivalent to such
         Interest Period, determined as of approximately 11:00 a.m. (London
         time) two Business Days prior to the first day of such Interest Period,
         or

                  (b) if the rate referenced in the preceding subsection (a)
         does not appear on such page or service or such page or service shall
         cease to be available, the rate per annum equal to the rate determined
         by the Administrative Agent to be the offered rate on such other page
         or other service that displays an average British Bankers Association
         Interest Settlement Rate for deposits in Dollars (for delivery on the
         first day of such Interest Period) with a term equivalent to such
         Interest Period, determined as of approximately 11:00 a.m. (London
         time) two Business Days prior to the first day of such Interest Period,
         or

                  (c) if the rates referenced in the preceding subsections (a)
         and (b) are not available, the rate per annum determined by the
         Administrative Agent as the rate of interest (rounded upward to the
         next 1/100th of 1%) at which deposits in Dollars for delivery on the
         first day of such Interest Period in same day funds in the approximate
         amount of the Eurodollar Rate Loan being made, continued or converted
         by Bank of America and with a term equivalent to such Interest Period
         would be offered by Bank of America's London Branch to major banks in
         the offshore Dollar market at their request at approximately 11:00 a.m.
         (London time) two Business Days prior to the first day of such Interest
         Period.

         Eurodollar Rate Loan means a Loan that bears interest at a rate based
on the Eurodollar Rate.

         Event of Default means any of the events or circumstances specified in
Article VIII.

         Evergreen Letter of Credit has the meaning specified in Section
2.02(b)(iii).

         Federal Funds Rate means, for any day, the rate per annum (rounded
upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank on the Business Day next succeeding such day; provided that
(a) if such day is

                                       8

<PAGE>

not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate charged to Bank of America on such day on such transactions as
determined by the Administrative Agent.

         Foreign Lender has the meaning specified in Section 10.15.

         Foreign Subsidiary of any Person means a Subsidiary of such Person that
is organized or incorporated under the Laws of a jurisdiction other than a
jurisdiction of the United States.

         GAAP means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or such other principles as may be
approved by a significant segment of the accounting profession, that are
applicable to the circumstances as of the date of determination, consistently
applied. If at any time any change in GAAP would affect the computation of any
financial ratio or requirement set forth in any Loan Document, and either the
Borrower or the Required Lenders shall so request, the Administrative Agent, the
Lenders and the Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders); provided that, until so
amended, (a) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (b) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

         General Partner means Sunoco Logistics Partners GP LLC, a Delaware
limited liability company, the general partner of the Borrower.

         Governmental Authority means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other legal
entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

         Granting Lender has the meaning specified in Section 10.07(i).

         Guarantors means any Person, including the MLP and every Subsidiary of
Borrower, which undertakes to be liable for all or any part of the Obligations
by execution of a Guaranty, or otherwise.

         Guaranty means a Guaranty now or hereafter made by any Guarantor in
favor of the Administrative Agent on behalf of the Lenders, substantially in the
form of Exhibit E-1 or Exhibit E-2, as may be amended from time to time.

         Guaranty Obligation means, as to any Person, (a) any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other payment obligation of another
Person (the "primary obligor") in any manner, whether directly or indirectly,
and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other payment obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other payment

                                       9

<PAGE>


obligation of the payment of such Indebtedness or other payment obligation,
(iii) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or other payment obligation, or (iv)
entered into for the purpose of assuring in any other manner the obligees in
respect of such Indebtedness or other payment obligation of the payment thereof
or to protect such obligees against loss in respect thereof (in whole or in
part), or (b) any Lien on any assets of such Person securing any Indebtedness or
other payment obligation of any other Person, whether or not such Indebtedness
or other payment obligation is assumed by such Person; provided, however, that
the term "Guaranty Obligation" shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Guaranty Obligation shall be deemed to be the lesser of (a) an amount equal to
the stated or determinable outstanding amount of the related primary obligation
and (b) the maximum amount for which such guarantying Person may be liable
pursuant to the terms of the instrument embodying such Guaranty Obligation,
unless the outstanding amount of such primary obligation and the maximum amount
for which such guarantying Person may be liable are not stated or determinable,
in which case the amount of such Guaranty Obligation shall be the maximum
reasonably anticipated liability in respect thereof as determined by the
guarantying Person in good faith.

         Hazardous Substance means (a) any substance that is designated,
defined, or classified as a hazardous waste, hazardous material, pollutant,
contaminant, or toxic or hazardous substance, or that is otherwise regulated,
under any Environmental Law, including without limitation any hazardous
substance within the meaning of Section 101(14) of CERCLA, and (b) petroleum,
oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet
fuel, and other refined petroleum hydrocarbons.

         Honor Date has the meaning set forth in Section 2.02(c)(i).

         Incremental EBITDA of an entity means the EBITDA of such entity for the
most recent four fiscal quarters. For this purpose:

                  EBITDA means an amount equal to the sum of (a) Net Income, (b)
                  Interest Charges, (c) the amount of taxes, based on or
                  measured by income, used or included in the determination of
                  such Net Income, and (d) the amount of depreciation and
                  amortization expense deducted in determining such Net Income.

                  Interest Charges means the sum of (a) all interest, premium
                  payments, fees, charges and related expenses in connection
                  with Indebtedness (including capitalized interest), in each
                  case to the extent treated as interest in accordance with
                  GAAP, and (b) the portion of rent expense with respect to such
                  period under Capital Leases that is treated as interest in
                  accordance with GAAP.

                  Net Income for a Person means the net income or net loss from
                  continuing operations, provided that there shall be excluded
                  form such net income (to the extent otherwise included
                  therein): (a) the income (or loss) of any entity other than a
                  Subsidiary in which such Person has an ownership interest,
                  except to the extent that any such income has been actually
                  received by such Person in the form of cash dividends or
                  similar cash distributions; (b) net extraordinary gains and
                  losses (other than, in the case of losses, losses resulting
                  from charges against net income to establish or increase
                  reserves for potential environmental liabilities and reserves
                  for exposure under rate cases), (c) any gains or losses
                  attributable to non-cash write-ups or write-downs of assets,
                  and (d) proceeds of any insurance on property, plant or
                  equipment other than business interruption insurance.

                                       10

<PAGE>

         Indebtedness means, as to any Person at a particular time, all of the
following:

                  (a) all obligations of such Person for borrowed money and all
         obligations of such Person evidenced by bonds, debentures, notes, loan
         agreements or other similar instruments;

                  (b) the face amount of all letters of credit (including
         standby and commercial), banker's acceptances, Bank Guaranties, surety
         bonds, and similar instruments issued for the account of such Person,
         and, without duplication, all drafts drawn and unpaid thereunder;

                  (c) whether or not so included as liabilities in accordance
         with GAAP, all obligations of such Person to pay the deferred purchase
         price of property or services, other than trade accounts payable in the
         ordinary course of business not overdue by more than 60 days, and
         indebtedness (excluding prepaid interest thereon) secured by a Lien on
         property owned or being purchased by such Person (including
         indebtedness arising under conditional sales or other title retention
         agreements), whether or not such indebtedness shall have been assumed
         by such Person or is limited in recourse;

                  (d) Capital Leases; and

                  (e) all Guaranty Obligations of such Person in respect of any
         of the foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture in which such Person is a
general partner, unless such Indebtedness is expressly made non-recourse to such
Person except for customary exceptions acceptable to the Required Lenders. The
amount of any Capital Lease as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.

         Indemnified Liabilities has the meaning set forth in Section 10.05.

         Independent Insurers means sound and reputable insurance companies not
Affiliates of the Borrower.

         Indemnitees has the meaning set forth in Section 10.05.

         Initial Financial Statements means the financial statements delivered
pursuant to clauses (A), (B), (C) and (D) of Section 4.01(a)(vii).

         Interest Coverage Ratio means, as of any date of determination, the
ratio of (a) Consolidated EBITDA for the period of the four prior fiscal
quarters ending on such date to (b) the sum of (i) Consolidated Interest Charges
during such period and (ii) imputed interest charges on Capital Leases, of the
MLP and its Subsidiaries during such period. Consolidated Interest Charges and
imputed interest charges on Capital Leases for the fiscal quarters ending March
31, 2002, June 30, 2002, September 30, 2002 and December 31, 2002 shall be
computed on an annualized pro forma basis based upon Consolidated Interest
Charges and imputed interest charges on Capital Leases for the period from the
MLP Offering Closing through the date of determination.

         Interest Payment Date means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan; provided,
however, that if any Interest Period for a Eurodollar Rate Loan exceeds three
months, the respective dates that fall every three months after the

                                       11

<PAGE>


beginning of such Interest Period shall also be Interest Payment Dates; and (b)
as to any Base Rate Loan, the last Business Day of each March, June, September
and December and the Maturity Date.

         Interest Period means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the Borrower in its Borrowing Notice;
provided that:

                  (i) any Interest Period that would otherwise end on a day that
         is not a Business Day shall be extended to the next succeeding Business
         Day unless, in the case of a Eurodollar Rate Loan, such Business Day
         falls in another calendar month, in which case such Interest Period
         shall end on the next preceding Business Day;

                  (ii) any Interest Period pertaining to a Eurodollar Rate Loan
         that begins on the last Business Day of a calendar month (or on a day
         for which there is no numerically corresponding day in the calendar
         month at the end of such Interest Period) shall end on the last
         Business Day of the calendar month at the end of such Interest Period;
         and

                  (iii) no Interest Period shall extend beyond the scheduled
         Maturity Date.

         Interrefinery Lease Agreement means the Interrefinery Lease Agreement
between Sunoco Pipeline L.P. and Sunoco R&M dated as of the date of the MLP
Offering Closing.

         Investment means, as to any Person, any acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition of
capital stock or other securities of another Person, (b) a loan, advance or
capital contribution to, guaranty of debt of, or purchase or other acquisition
of any other debt or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person, or (c)
the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute a business unit. For
purposes of covenant compliance, the amount of any Investment shall be the
amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment.

         Investment Grade Rating means ratings of BBB- and Baa3 or better by S&P
and Moody's, respectively, of long-term non-enhanced senior unsecured debt.

         IRS means the United States Internal Revenue Service.

         Laws means, collectively, all applicable international, foreign,
federal, state and local statutes, treaties, rules, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, licenses, authorizations and permits of, any
Governmental Authority.

         L/C Advance means, with respect to each Lender, such Lender's
participation in any L/C Borrowing in accordance with its Pro Rata Share.

         L/C Borrowing means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Borrowing.

                                       12

<PAGE>

         L/C Credit Extension means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

         L/C Issuer means Bank of America in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

         L/C Obligations means, as at any date of determination, the aggregate
undrawn face amount of all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.

         Lender has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the L/C Issuer.

         Lending Office means, as to any Lender, the office or offices of such
Lender set forth on its Administrative Details Form, or such other office or
offices as a Lender may from time to time notify the Borrower and the
Administrative Agent.

         Letter of Credit means any standby letter of credit issued hereunder.

         Letter of Credit Application means an application and agreement for the
issuance or amendment of a letter of credit in the form from time to time in use
by the L/C Issuer.

         Letter of Credit Expiration Date means the day that is seven days prior
to the Maturity Date (or, if such day is not a Business Day, the next preceding
Business Day).

         Letter of Credit Sublimit means an amount equal to the lesser of the
Aggregate Commitments and $50,000,000. The Letter of Credit Sublimit is part of,
and not in addition to, the Aggregate Commitments.

         Leverage Ratio means, for the MLP and its Subsidiaries on a
consolidated basis, the ratio of (a) Consolidated Total Debt as of the
determination date to (b) Consolidated EBITDA for the period of the four fiscal
quarters ending on such date, or if such date is not the last day of a fiscal
quarter, ending on the last day of the fiscal quarter most recently ended.

         Lien means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever to secure or provide for payment of any obligation of any
Person, (including any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing, and the filing of any financing statement under the Uniform
Commercial Code or comparable Laws of any jurisdiction), including the interest
of a purchaser of accounts receivable.

         Loan means an extension of credit by a Lender to the Borrower pursuant
to Section 2.01.

         Loan Documents means this Agreement, each Note, the Agent/Arranger Fee
Letter, each Borrowing Notice, each Compliance Certificate, the Guaranties, and
the Cash Collateral Account Agreement.

         Loan Parties means, collectively, the Borrower and each Guarantor.

                                       13

<PAGE>

         Logistics Balance Sheet has the meaning set forth in Section
4.01(a)(vii)(A).

         Material Adverse Effect means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties or financial
condition of the Borrower and its Subsidiaries taken as a whole or of the MLP
and its Subsidiaries taken as a whole; (b) a material impairment of the ability
of the Borrower, the MLP, or any other Loan Party, collectively to perform their
obligations under the Loan Documents; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against the Borrower,
against the MLP, or against the Loan Parties, collectively, of any Loan
Documents.

         Material Agreement means (a) each Borrower Operating Agreement, and (b)
any other contract material to the business of the Borrower and its
Subsidiaries, taken as a whole.

         Maturity Date means (a) the Stated Maturity Date, or (b) such earlier
effective date of any other termination, cancellation, or acceleration of all
Commitments under this Agreement.

         Maximum Amount and Maximum Rate respectively mean, for each Lender, the
maximum non-usurious amount and the maximum non-usurious rate of interest which,
under applicable Law, such Lender is permitted to contract for, charge, take,
reserve, or receive on the Obligations.

         MLP has the meaning set forth in the introductory paragraph hereto.

         MLP Offering means the initial sale to the public of common units in
the MLP pursuant to the MLP Registration Statement.

         MLP Offering Closing means the consummation of the sale of common units
to the public pursuant to the MLP Registration Statement.

         MLP Registration Statement means the Registration Statement on Form S-1
filed on October 22, 2001 with the Securities and Exchange Commission in
connection with the sale of common units in the MLP, as amended by Amendment No.
1 filed on December 18, 2001, as may be further amended.

         Moody's means Moody's Investors Service, Inc.

         Multiemployer Plan means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
three calendar years, has made or been obligated to make contributions.

         Net Cash Proceeds means with respect to any Disposition, cash
(including any cash received by way of deferred payment pursuant to a promissory
note or otherwise, as and when received) received by the Borrower or any of its
Subsidiaries in connection with and as consideration therefor, on or after the
date of consummation of such transaction, after (a) deduction of Taxes payable
in connection with or as a result of such transaction, (b) payment of all usual
and customary brokerage commissions and all other reasonable fees and expenses
related to such transaction (including, without limitation, reasonable
attorneys' fees and closing costs incurred in connection with such transaction),
(c) deduction of appropriate amounts required to be reserved (in accordance with
GAAP) for post-closing adjustments by the Borrower or any of its Subsidiaries in
connection with such transaction, against any liabilities retained by the
Borrower or any of its Subsidiaries after such transaction, which liabilities
are associated with the asset or assets being sold, including, without
limitation, pension and other post-employment

                                       14

<PAGE>


benefit liabilities and liabilities related to environmental matters or against
any indemnification obligations associated with such transaction, and (d)
deduction for the amount of any Indebtedness (other than the Obligations or
Indebtedness owed to the Borrower or any of its Subsidiaries) secured by the
respective asset or assets being sold, which Indebtedness is repaid as a result
of such transaction; provided, however, in the case of Taxes that are deductible
under clause (a) preceding or post-closing adjustments under clause (c)
preceding, but which Taxes or post-closing adjustments have not actually been
paid or are not yet payable, the Borrower or any of its Subsidiaries selling
such assets may deduct from the cash proceeds an amount (the "Reserved Amount")
equal to the amount reserved in accordance with GAAP as a reasonable estimate
for such Taxes or post-closing adjustments, so long as, at the time such Taxes
or post-closing adjustments are actually paid, the amount, if any, by which the
Reserved Amount exceeds the Taxes or post-closing adjustments actually paid
shall constitute additional "Net Cash Proceeds" of such Disposition.

         Nonrenewal Notice Date has the meaning specified in Section
2.02(b)(iii).

         Notes means promissory notes of the Borrower, substantially in the form
of Exhibit B hereto, evidencing the obligation of Borrower to repay the Loans,
and "Note" means any one of such promissory notes issued hereunder.

         Obligations means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest that accrues after the commencement by or against any Loan
Party of any proceeding under any Debtor Relief Laws naming such Person as the
debtor in such proceeding; provided that, all references to the "Obligations" in
each Guaranty and in Sections 2.11(c) and 10.09 of this Agreement shall, in
addition to the foregoing, also include all present and future indebtedness,
liabilities, and obligations (and all renewals and extensions thereof or any
part thereof) now or hereafter owed to any Lender or any Affiliate of a Lender
arising from or pursuant to any Swap Contract entered into by the Borrower or
any of its Subsidiaries.

         Omnibus Agreement means the Omnibus Agreement dated as of the date of
the MLP Offering Closing, among the MLP, General Partner, the Borrower, Sunoco,
Sunoco (R&M) and certain other Affiliates of Sunoco.

         Organization Documents means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws; (b) with respect to any
limited liability company, the certificate of formation and operating agreement;
and (c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement of
formation and any agreement, instrument, filing or notice with respect thereto
filed in connection with its formation with the secretary of state or other
department in the state of its formation, in each case as amended from time to
time.

         Other Senior Notes means unsecured notes issued by the Borrower in a
principal amount of not less than $210 million with a maturity date of not less
than five (5) years, issued pursuant to an agreement containing covenants and
events of default that are not more restrictive than those contained in this
Agreement.

         Other Taxes has the meaning specified in Section 3.01(b).

                                       15

<PAGE>


         Outstanding Amount means on any date, (i) with respect to Loans, the
aggregate principal amount thereof after giving effect to any Borrowings and
prepayments or repayments occurring on such date; and (ii) with respect to any
L/C Obligations, the amount of such L/C Obligations on such date after giving
effect to any L/C Credit Extension occurring on such date and any other changes
in the aggregate amount of the L/C Obligations as of such date, including as a
result of any reimbursements of outstanding unpaid drawings under any Letters of
Credit or any reductions in the maximum amount available for drawing under
Letters of Credit taking effect on such date.

         Participant has the meaning specified in Section 10.07(d).

         Partnership Agreement (Borrower) means (a) prior to the MLP Offering
Closing, the Partnership Agreement of the Borrower dated December [__], 2001,
and (b) after the MLP Offering Closing, the Amended and Restated Agreement of
Limited Partnership of Sunoco Logistics Partners Operations L.P., in the form
attached as Exhibit 3.4 to the MLP Registration Statement.

         Partnership Agreement (MLP) means (a) prior to the MLP Offering
Closing, the Partnership Agreement of the MLP dated October 15, 2001, and (b)
after the MLP Offering Closing, the First Amended and Restated Agreement of
Limited Partnership of the MLP, in the form attached as Appendix A to the MLP
Registration Statement.

         PBGC means the Pension Benefit Guaranty Corporation.

         Pension Plan means any "employee pension benefit plan" (as such term is
defined in Section 3(2)(A) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer plan
(as described in Section 4064(a) of ERISA) has made contributions at any time
during the immediately preceding five plan years.

         Permitted Acquisition means an Acquisition by the Borrower or a
Subsidiary of the Borrower, so long as the following requirements have been
satisfied:

                  (i) Such Acquisition shall not result in the Borrower's
         ownership of a Foreign Subsidiary;

                  (ii) At the time of the closing of the Acquisition, the
         Borrower shall deliver to the Administrative Agent (A) a certificate of
         a Responsible Officer of Borrower certifying that as of the closing of
         the Acquisition, no Default or Event of Default (including a Default
         pursuant to Section 7.09) shall exist or occur as a result thereof and
         after giving effect thereto, and (B) a copy of the purchase agreement
         governing such Acquisition;

                  (iii) At the time of closing of the Acquisition, the Borrower
         shall deliver to the Administrative Agent a certificate, demonstrating
         pro forma compliance with Sections 7.01(i), 7.04(c) and 7.14, as of the
         closing of the Acquisition after giving effect thereto and after giving
         effect to any Indebtedness (including Obligations) incurred in
         connection therewith; and

                  (iv) If such Acquisition results in the Borrower's ownership
         of a Subsidiary who is not yet a Guarantor, the Borrower shall have
         complied with the requirements of Section 6.13 as of the date of such
         Acquisition.

                                       16

<PAGE>


         Permitted Investments means:

                  (a) United States Dollars;

                  (b) direct general obligations, or obligations of, or
         obligations fully and unconditionally guaranteed as to the timely
         payment of principal and interest by, the United States or any agency
         or instrumentality thereof having remaining maturities of not more than
         thirteen (13) months, but excluding any such securities whose terms do
         not provide for payment of a fixed dollar amount upon maturity or call
         for redemptions;

                  (c) certificates of deposit and eurodollar time deposits with
         maturities of thirteen (13) months or less, bankers acceptances with
         maturities not exceeding one hundred eighty (180) days, overnight bank
         deposits and other similar short term instruments, in each case with
         any domestic commercial bank having capital and surplus in excess of
         $500,000,000 and having a rating of at least "A2" by Moody's and at
         least "A" by S&P;

                  (d) repurchase obligations with a term of not more than
         thirteen (13) months for underlying securities of the types described
         in (b) and (c) above entered into with any financial institution
         meeting the qualifications in (c) above;

                  (e) commercial paper (having original maturities of not more
         than two hundred seventy (270) days) of any person rated "P-1" or
         better by Moody's or "A-1" or the equivalent by S&P; and

                  (f) money market mutual or similar funds having assets in
         excess of $100,000,000, at least 95% of the assets of which are
         comprised of assets specified in clause (a) through (e) above.

         Permitted Liens means Liens permitted under Section 7.01 as described
in such Section.

         Person means any individual, trustee, corporation, general partnership,
limited partnership, limited liability company, joint stock company, trust,
unincorporated organization, bank, business association, firm, joint venture or
Governmental Authority.

         Plan means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate.

         Present and Related Businesses means the storage, transportation and
distribution of hydrocarbons, and businesses closely related thereto.

         Principal Payment means a payment of principal (or, in the case of a
Synthetic Lease, Attributable Principal), whether pursuant to an amortization
schedule, at maturity, or otherwise.

         Pro Rata Share means, at any date of determination, for any Lender, the
percentage (carried out to the ninth decimal place) that its Committed Sum bears
to the Aggregate Committed Sum.

         Proceeds Account has the meaning set forth in Section 2.04(b)(iv).

                                       17

<PAGE>

         Quarterly Distributions means with respect to the Borrower, the
distributions by the Borrower of Available Cash (as defined in the Partnership
Agreement (Borrower) or with respect to MLP, the distributions by the MLP of
Available Cash (as defined in the Partnership Agreement (MLP)).

         Reduction Amount has the meaning set forth in the definition of
Triggering Sale.

         Reference Period has the meaning set forth in Section 7.14(c)(i).

         Refinery Assets means refineries and related assets that accept crude
oil or feedstock or ship product pursuant to a Borrower Operating Agreement.

         Register has the meaning set forth in Section 10.07(c).

         Reinvested means used for capital expenditures in connection with the
Present and Related Business of a Company.

         Release means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposal,
deposit, dispersal, migrating, or other movement into the air, ground, or
surface water, or soil in violation of any Environmental Law.

         Reportable Event means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.

         Request for Credit Extension means (a) with respect to a Borrowing,
conversion or continuation of Loans, a Borrowing Notice, and (b) with respect to
a L/C Credit Extension, a Letter of Credit Application.

         Required Lenders means (a) on and after the Closing Date and until the
Conditions Effective Date, and at all times thereafter prior to termination of
the Commitments, Lenders whose Pro Rata Shares aggregate more than 50%, and (b)
at any time after termination of the Commitments, those Lenders holding more
than 50% of the sum of (i) the Loans plus (ii) the L/C Obligations.

         Responsible Officer means the president, chief executive officer, chief
financial officer, treasurer or assistant treasurer of a Loan Party. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.

         Restricted Payment by a Person means any dividend or other distribution
(whether in cash, securities or other property) with respect to any equity
interest in such Person, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such equity interest or of any option, warrant or other right to acquire any
such equity interest.

         Rights means rights, remedies, powers, privileges, and benefits.

         S&P means Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, Inc.

         Servicing Employees has the meaning set forth in Section 5.15.

                                       18

<PAGE>

         SPC has the meaning specified in Section 10.07(i).

         Stated Maturity Date means January 10, 2005.

         Subsidiary of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrower.

         Sunoco means Sunoco, Inc., a Pennsylvania corporation.

         Sunoco Contract Party means Sunoco or any Affiliate of Sunoco that is a
party to a Material Agreement with the MLP, the Borrower or a Subsidiary of
Borrower, and any permitted assignee.

         Sunoco Logistics Business means the major portion of Sunoco's crude oil
and refined product pipelines, terminalling and storage assets and its related
business enterprise including interstate and intrastate crude oil and refined
product pipelines, refined product terminals, crude and refined product storage
facilities and related marketing operations previously owned by Subsidiaries of
Sunoco and located in the states of Texas and Oklahoma, the Midwest and the
Northeast.

         Sunoco Partners Marketing & Terminals means Sunoco Partners Marketing &
Terminals L.P., a Texas limited partnership, any successor entity or any entity
to which all or substantially all of its assets are transferred.

         Sunoco Pipeline L.P. means Sunoco Pipeline L.P., a Texas limited
partnership, any successor entity or any entity to which all or substantially
all of its assets are transferred.

         Sunoco (R&M) means Sunoco, Inc. (R&M), a Pennsylvania corporation.

         Swap Contract means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

         Swap Termination Value means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date

                                       19

<PAGE>


referenced in clause (a) the amount(s) determined as the mark-to-market value(s)
for such Swap Contracts, as determined based upon one or more mid-market or
other readily available quotations provided by any recognized dealer in such
Swap Contracts (which may include any Lender).

         Syndication Agent-Related Person means the Syndication Agent, together
with its Affiliates, and their respective officers, directors, employees, agents
and attorneys-in-fact.

         Synthetic Lease Obligation means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment). The amount of any Synthetic
Lease Obligation as of any date shall be deemed to be the amount of Attributable
Principal in respect thereof as of such date.

         Taxes has the meaning set forth in Section 3.01.

         Throughput Agreement means the Pipelines and Terminals Storage and
Throughput Agreement between the Borrower, Sunoco R&M, and certain other
Affiliates of Sunoco dated as of the date of the MLP Offering Closing.

         Treasury Services Agreement means the Treasury Services Agreement
between the Borrower, the MLP, Sunoco, and Affiliates of Sunoco, dated as of the
date of the MLP Offering Closing, pursuant to which the Borrower and the MLP
participate in Sunoco's centralized cash management program.

         Triggering Sale means any Disposition (other than a Disposition
permitted by Section 7.06(a)(i), (ii), (iii) or (iv)) by a Company to any other
Person (other than to the Borrower or to a Wholly-Owned Subsidiary of the
Borrower) with respect to which the Net Cash Proceeds realized by any Company
for such Disposition, when aggregated with the Net Cash Proceeds from all such
other Dispositions by all Companies occurring since the Closing Date, equals or
exceeds an amount (the "Threshold Amount") which is equal to 10% of the MLP's
consolidated assets (measured as of the close of the then most recent fiscal
quarter end). The portion of the Net Cash Proceeds in excess of the Threshold
Amount is herein called the "Reduction Amount."

         Type means, with respect to a Loan, its character as a Base Rate Loan
or a Eurodollar Rate Loan.

         Unauthorized Assignment means an assignment by a Sunoco Contract Party
of any of its obligations under a Borrower Operating Agreement other than an
assignment to a purchaser with an Investment Grade Rating who fully assumes the
obligations of such Sunoco Contract Party under such Borrower Operating
Agreement.

         Unfunded Pension Liability means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

         Unreimbursed Amount has the meaning set forth in Section 2.02(c)(i).

         Voting Stock means the capital stock (or equivalent thereof) of any
class or kind, of a Person, the holders of which are entitled to vote for the
election of directors, managers, or other voting members of the governing body
of such Person.

                                       20

<PAGE>

         Wholly-Owned when used in connection with a Person means any Subsidiary
of such Person of which all of the issued and outstanding shares of stock
(except shares required as directors' qualifying shares) shall be owned by such
Person or one or more of its Wholly-Owned Subsidiaries.

1.02     Other Interpretive Provisions.

         (a) The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.

         (b) (i) The words "herein" and "hereunder" and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and
not to any particular provision thereof.

                  (ii) Unless otherwise specified herein, Article, Section,
         Exhibit and Schedule references are to this Agreement.

                  (iii) The term "including" is by way of example and not
         limitation.

                  (iv) The term "documents" includes any and all instruments,
         documents, agreements, certificates, notices, reports, financial
         statements and other writings, however evidenced.

         (c) In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including;" the words "to"
and "until" each mean "to but excluding;" and the word "through" means "to and
including."

         (d) Section headings herein and the other Loan Documents are included
for convenience of reference only and shall not affect the interpretation of
this Agreement or any other Loan Document.

         1.03 Accounting Terms. All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed
herein.

         1.04 Rounding. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

         1.05 References to Agreements and Laws. Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.

                                       21

<PAGE>


                                  ARTICLE II.
                         THE COMMITMENTS AND BORROWINGS

2.01 Loans. (a) Subject to the terms and conditions set forth herein, each
Lender severally, but not jointly, agrees to make loans (each such loan, a
"Loan") to the Borrower from time to time on any Business Day during the period
from the Conditions Effective Date to the Maturity Date, in an aggregate amount
not to exceed at any time outstanding the amount of such Lender's Commitment.
Such Borrowings may be prepaid and reborrowed from time to time in accordance
with the terms and provisions of the Loan Documents; provided that, each such
Borrowing must occur on a Business Day and no later than the Business Day
immediately preceding the Maturity Date, and provided, further, that after
giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all
Loans and L/C Obligations shall not exceed the Aggregate Commitments, and (ii)
the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender's
Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed
such Lender's Commitment.

         (b) Loans shall be available to the Borrower for the purposes set forth
in Section 6.12; provided, however, the total outstanding principal amount of
Distribution Loans may not at any time exceed $20,000,000.

         2.02 Letters of Credit. (a) The Letter of Credit Commitment.
                                     -------------------------------

                  (i) Subject to the terms and conditions set forth herein, (A)
         the L/C Issuer agrees, in reliance upon the agreements of the other
         Lenders set forth in this Section 2.02, (1) from time to time on any
         Business Day during the period from the Conditions Effective Date until
         the Letter of Credit Expiration Date, to issue Letters of Credit for
         the account of the Borrower or its Subsidiaries, and to amend or renew
         Letters of Credit previously issued by it, in accordance with
         subsection (b) below, and (2) to honor drafts under the Letters of
         Credit; and (B) the Lenders severally agree to participate in Letters
         of Credit issued for the account of the Borrower and its Subsidiaries;
         provided that the L/C Issuer shall not be obligated to make any L/C
         Credit Extension with respect to any Letter of Credit, and no Lender
         shall be obligated to participate in, any Letter of Credit if as of the
         date of such L/C Credit Extension, (x) the Outstanding Amount of all
         L/C Obligations and all Loans would exceed the Aggregate Commitments,
         (y) the aggregate Outstanding Amount of the Loans of any Lender, plus
         such Lender's Pro Rata Share of the Outstanding Amount of all L/C
         Obligations would exceed such Lender's Commitment, or (z) the
         Outstanding Amount of the L/C Obligations would exceed the Letter of
         Credit Sublimit. Within the foregoing limits, and subject to the terms
         and conditions hereof, the Borrower's ability to obtain Letters of
         Credit shall be fully revolving, and accordingly the Borrower may,
         during the foregoing period, obtain Letters of Credit to replace
         Letters of Credit that have expired or that have been drawn upon and
         reimbursed.

                  (ii) The L/C Issuer shall be under no obligation to issue any
         Letter of Credit if:

                           (A) any order, judgment or decree of any Governmental
                  Authority or arbitrator shall by its terms purport to enjoin
                  or restrain the L/C Issuer from issuing such Letter of Credit,
                  or any Law applicable to the L/C Issuer or any request or
                  directive (whether or not having the force of law) from any
                  Governmental Authority with jurisdiction over the L/C Issuer
                  shall prohibit, or request that the L/C Issuer refrain from,
                  the issuance of letters of credit generally or such Letter of
                  Credit in particular or shall impose upon the L/C Issuer with
                  respect to such Letter of Credit any restriction, reserve or
                  capital requirement (for which the L/C Issuer is not otherwise
                  compensated

                                       22

<PAGE>

                  hereunder) not in effect on the Closing Date, or shall impose
                  upon the L/C Issuer any unreimbursed loss, cost or expense
                  which was not applicable on the Closing Date and which the L/C
                  Issuer in good faith deems material to it;

                           (B) subject to Section 2.02(b)(iii), the expiry date
                  of such requested Letter of Credit would occur more than
                  twelve months after the date of issuance or last renewal,
                  unless the Required Lenders have approved such expiry date;

                           (C) the expiry date of such requested Letter of
                  Credit would occur after the Letter of Credit Expiration Date,
                  unless all the Lenders have approved such expiry date;

                           (D) the issuance of such Letter of Credit would
                  violate one or more policies of the L/C Issuer; or

                           (E) such Letter of Credit is in a face amount less
                  than $100,000, or is to be used for a purpose other than as
                  described in Section 6.12 or is denominated in a currency
                  other than Dollars.

                  (iii) The L/C Issuer shall be under no obligation to amend any
         Letter of Credit if (A) the L/C Issuer would have no obligation at such
         time to issue such Letter of Credit in its amended form under the terms
         hereof, or (B) the beneficiary of such Letter of Credit does not accept
         the proposed amendment to such Letter of Credit.

         (b) Procedures for Issuance and Amendment of Letters of Credit;
Evergreen Letters of Credit.

                  (i) Each Letter of Credit shall be issued or amended, as the
         case may be, upon the request of the Borrower delivered to the L/C
         Issuer (with a copy to the Administrative Agent) in the form of a
         Letter of Credit Application, appropriately completed and signed by a
         Responsible Officer of the Borrower. Such L/C Application must be
         received by the L/C Issuer and the Administrative Agent not later than
         11:00 a.m., New York time, at least two Business Days (or such later
         date and time as the L/C Issuer may agree in a particular instance in
         its sole discretion) prior to the proposed issuance date or date of
         amendment, as the case may be. In the case of a request for an initial
         issuance of a Letter of Credit, such Letter of Credit Application shall
         specify in form and detail satisfactory to the L/C Issuer: (A) the
         proposed issuance date of the requested Letter of Credit (which shall
         be a Business Day); (B) the amount thereof; (C) the expiry date
         thereof; (D) the name and address of the beneficiary thereof; (E) the
         documents to be presented by such beneficiary in case of any drawing
         thereunder; (F) the full text of any certificate to be presented by
         such beneficiary in case of any drawing thereunder; and (G) such other
         matters as the L/C Issuer may require. In the case of a request for an
         amendment of any outstanding Letter of Credit, such Letter of Credit
         Application shall specify in form and detail satisfactory to the L/C
         Issuer (A) the Letter of Credit to be amended; (B) the proposed date of
         amendment thereof (which shall be a Business Day); (C) the nature of
         the proposed amendment; and (D) such other matters as the L/C Issuer
         may require.

                  (ii) Promptly after receipt of any Letter of Credit
         Application, the L/C Issuer will confirm with the Administrative Agent
         (by telephone or in writing) that the Administrative Agent has received
         a copy of such Letter of Credit Application from the Borrower and, if
         not, the L/C Issuer will provide the Administrative Agent with a copy
         thereof. Upon receipt by the L/C Issuer of confirmation from the
         Administrative Agent that the requested issuance or amendment is

                                       23

<PAGE>


         permitted in accordance with the terms hereof, then, subject to the
         terms and conditions hereof, the L/C Issuer shall, on the requested
         date, issue a Letter of Credit for the account of the Borrower or enter
         into the applicable amendment, as the case may be, in each case in
         accordance with the L/C Issuer's usual and customary business
         practices. Immediately upon the issuance of each Letter of Credit, each
         Lender shall be deemed to, and hereby irrevocably and unconditionally
         agrees to, purchase from the L/C Issuer a participation in such Letter
         of Credit in an amount equal to the product of such Lender's Pro Rata
         Share times the amount of such Letter of Credit.

                  (iii) If the Borrower so requests in any applicable Letter of
         Credit Application, the L/C Issuer may, in it sole and absolute
         discretion, agree to issue a Letter of Credit that has automatic
         renewal provisions (each, an "Evergreen Letter of Credit"); provided
                                                                     --------
         that any such Evergreen Letter of Credit must permit the L/C Issuer to
         prevent any such renewal at least once in each twelve-month period
         (commencing with the date of issuance of such Letter of Credit) by
         giving prior notice to the beneficiary thereof not later than a day
         (the "Nonrenewal Notice Date") in each such twelve-month period to be
         agreed upon at the time such Letter of Credit is issued. Unless
         otherwise directed by the L/C Issuer, the Borrower shall not be
         required to make a specific request to the L/C Issuer for any such
         renewal. Once an Evergreen Letter of Credit has been issued, the
         Lenders shall be deemed to have authorized (but may not require) the
         L/C Issuer to permit the renewal of such Letter of Credit at any time
         to a date not later than the Letter of Credit Expiration Date;
         provided, however, that the L/C Issuer shall not permit any such
         renewal if it has received notice on or before the Business Day
         immediately preceding the Nonrenewal Notice Date (1) from the
         Administrative Agent that the Required Lenders have elected not to
         permit such renewal or (2) from any Lender stating that one or more of
         the applicable conditions specified in Section 4.03 is not then
         satisfied and directing the L/C Issuer not to permit such renewal.
         Notwithstanding anything to the contrary contained herein, the L/C
         Issuer shall have no obligation to permit the renewal of any Evergreen
         Letter of Credit at any time.

                  (iv) Promptly after its delivery of any Letter of Credit or
         any amendment to a Letter of Credit to an advising bank with respect
         thereto or to the beneficiary thereof, the L/C Issuer will also deliver
         to the Borrower and the Administrative Agent a true and complete copy
         of such Letter of Credit or amendment.

         (c)      Drawings and Reimbursements; Funding of Participations.
                  ------------------------------------------------------

                  (i) Upon any drawing under any Letter of Credit, the L/C
         Issuer shall notify the Borrower and the Administrative Agent thereof.
         Not later than 11:00 a.m., New York time, on the date of any payment by
         the L/C Issuer under a Letter of Credit (each such date, an "Honor
         Date"), the Borrower shall reimburse the L/C Issuer through the
         Administrative Agent in an amount equal to the amount of such drawing.
         If the Borrower fails to so reimburse the L/C Issuer by such time, the
         Administrative Agent shall promptly notify each Lender of the Honor
         Date, the amount of the unreimbursed drawing (the "Unreimbursed
         Amount"), and such Lender's Pro Rata Share thereof. In such event, the
         Borrower shall be deemed to have requested a Borrowing of Base Rate
         Loans to be disbursed on the Honor Date in an amount equal to the
         Unreimbursed Amount, without regard to the minimum and multiples
         specified in Section 2.03 for the principal amount of Base Rate Loans,
         but subject to the amount of the unutilized portion of the Aggregate
         Commitments and the conditions set forth in Section 4.03 (other than
         the delivery of a Loan Notice). Any notice given by the L/C Issuer or
         the Administrative Agent pursuant to this Section 2.02(c)(i) may be
         given by telephone if immediately confirmed in

                                       24

<PAGE>

         writing; provided that the lack of such an immediate confirmation shall
         not affect the conclusiveness or binding effect of such notice.

                  (ii) Each Lender (including the Lender acting as L/C Issuer)
         shall upon any notice pursuant to Section 2.02(c)(i) make funds
         available to the Administrative Agent for the account of the L/C Issuer
         at the Administrative Agent's Office in an amount equal to its Pro Rata
         Share of the Unreimbursed Amount not later than 1:00 p.m., New York
         time, on the Business Day specified in such notice by the
         Administrative Agent, whereupon, subject to the provisions of Section
         2.02(c)(iii), each Lender that so makes funds available shall be deemed
         to have made a Base Rate Loan to the Borrower in such amount. The
         Administrative Agent shall remit the funds so received to the L/C
         Issuer.

                  (iii) With respect to any Unreimbursed Amount that is not
         fully refinanced by a Borrowing of Base Rate Loans because the
         conditions set forth in Section 4.03 cannot be satisfied or for any
         other reason, the Borrower shall be deemed to have incurred from the
         L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount
         that is not so refinanced, which L/C Borrowing shall be due and payable
         on demand (together with interest) and shall bear interest at the
         Default Rate. In such event, each Lender's payment to the
         Administrative Agent for the account of the L/C Issuer pursuant to
         Section 2.02(c)(ii) shall be deemed payment in respect of its
         participation in such L/C Borrowing and shall constitute an L/C Advance
         from such Lender in satisfaction of its participation obligation under
         this Section 2.02.

                  (iv) Until each Lender funds its Loan or L/C Advance pursuant
         to this Section 2.02(c) to reimburse the L/C Issuer for any amount
         drawn under any Letter of Credit, interest in respect of such Lender's
         Pro Rata Share of such amount shall be solely for the account of the
         L/C Issuer.

                  (v) Each Lender's obligation to make Loans or L/C Advances to
         reimburse the L/C Issuer for amounts drawn under Letters of Credit, as
         contemplated by this Section 2.02(c), shall be absolute and
         unconditional and shall not be affected by any circumstance, including
         (A) any set-off, counterclaim, recoupment, defense or other right which
         such Lender may have against the L/C Issuer, the Borrower or any other
         Person for any reason whatsoever; (B) the occurrence or continuance of
         a Default or Event of Default, or (C) any other occurrence, event or
         condition, whether or not similar to any of the foregoing. Any such
         reimbursement shall not relieve or otherwise impair the obligation of
         the Borrower to reimburse the L/C Issuer for the amount of any payment
         made by the L/C Issuer under any Letter of Credit, together with
         interest as provided herein.

                  (vi) If any Lender fails to make available to the
         Administrative Agent for the account of the L/C Issuer any amount
         required to be paid by such Lender pursuant to the foregoing provisions
         of this Section 2.02(c) by the time specified in Section 2.02(c)(ii),
         the L/C Issuer shall be entitled to recover from such Lender (acting
         through the Administrative Agent), on demand, such amount with interest
         thereon for the period from the date such payment is required to the
         date on which such payment is immediately available to the L/C Issuer
         at a rate per annum equal to the Federal Funds Rate from time to time
         in effect. A certificate of the L/C Issuer submitted to any Lender
         (through the Administrative Agent) with respect to any amounts owing
         under this clause (vi) shall be conclusive absent manifest error.

                                       25

<PAGE>


         (d)      Repayment of Participations.
                  ---------------------------

                  (i) At any time after the L/C Issuer has made a payment under
         any Letter of Credit and has received from any Lender such Lender's L/C
         Advance in respect of such payment in accordance with Section 2.02(c),
         if the Administrative Agent receives for the account of the L/C Issuer
         any payment related to such Letter of Credit (whether directly from the
         Borrower or otherwise, including proceeds of Cash Collateral applied
         thereto by the Administrative Agent), or any payment of interest
         thereon, the Administrative Agent will distribute to such Lender its
         Pro Rata Share thereof in the same funds as those received by the
         Administrative Agent.

                  (ii) If any payment received by the Administrative Agent for
         the account of the L/C Issuer pursuant to Section 2.02(c)(i) is
         required to be returned, each Lender shall pay to the Administrative
         Agent for the account of the L/C Issuer its Pro Rata Share thereof on
         demand of the Administrative Agent, plus interest thereon from the date
         of such demand to the date such amount is returned by such Lender, at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect.

         (e) Obligations Absolute. The obligation of the Borrower to reimburse
             --------------------
the L/C Issuer for each drawing under each Letter of Credit, and to repay each
L/C Borrowing and each drawing under a Letter of Credit that is refinanced by a
Borrowing of Loans, shall be absolute, unconditional and irrevocable, and shall
be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:

                  (i) any lack of validity or enforceability of such Letter of
         Credit,  this Agreement,  or any other agreement or instrument relating
         thereto;

                  (ii) the existence of any claim, counterclaim, set-off,
         defense or other right that the Borrower may have at any time against
         any beneficiary or any transferee of such Letter of Credit (or any
         Person for whom any such beneficiary or any such transferee may be
         acting), the L/C Issuer or any other Person, whether in connection with
         this Agreement, the transactions contemplated hereby or by such Letter
         of Credit or any agreement or instrument relating thereto, or any
         unrelated transaction;

                  (iii) any draft, demand, certificate or other document
         presented under such Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect; or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under such Letter of Credit;

                  (iv) any payment by the L/C Issuer under such Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit; or any payment made by
         the L/C Issuer under such Letter of Credit to any Person purporting to
         be a trustee in bankruptcy, debtor-in-possession, assignee for the
         benefit of creditors, liquidator, receiver or other representative of
         or successor to any beneficiary or any transferee of such Letter of
         Credit, including any arising in connection with any proceeding under
         any Debtor Relief Law; or

                  (v) any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing, that might otherwise constitute a
         defense available to, or a discharge of, the Borrower.

                                       26

<PAGE>


         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

         (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in
             ------------------
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. No Agent-Related Person
nor any of the respective correspondents, participants or assignees of the L/C
Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the
Required Lenders, as applicable; (ii) any action taken or omitted in the absence
of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Letter of Credit Application. The Borrower hereby
assumes all risks of the acts or omissions of any beneficiary or transferee with
respect to its use of any Letter of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Borrower's pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement. No Agent-Related Person, nor any of the
respective correspondents, participants or assignees of the L/C Issuer, shall be
liable or responsible for any of the matters described in clauses (i) through
(v) of Section 2.02(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim against the L/C Issuer,
and the L/C Issuer may be liable to the Borrower, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by the L/C
Issuer's willful misconduct or gross negligence or the L/C Issuer's willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit. In furtherance and not in limitation
of the foregoing, the L/C Issuer may accept documents that appear on their face
to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary, and the L/C Issuer shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

         (g) Cash Collateral. Upon the request of the Administrative Agent, (i)
             ---------------
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any Letter of Credit may for any
reason remain outstanding and partially or wholly undrawn, the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount).

         (h) Applicability of ISP98. Unless otherwise expressly agreed by the
             ----------------------
L/C Issuer and the Borrower when a Letter of Credit is issued (including any
such agreement applicable to an Existing Letter of Credit), the rules of the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each Letter of Credit.

         (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
             ---------------------
Agent for the account of each Lender in accordance with its Pro Rata Share a
Letter of Credit fee for each Letter of Credit issued equal to the Applicable
Rate times the actual daily undrawn amount under each Letter of

                                       27

<PAGE>

Credit. Such fee for each Letter of Credit shall be due and payable on the last
Business Day of each March, June, September and December, commencing with the
first such date to occur after the issuance of such Letter of Credit, and on the
Letter of Credit Expiration Date. If there is any change in the Applicable Rate
during any quarter, the actual daily undrawn amount of each Letter of Credit
shall be computed and multiplied by the Applicable Rate separately for each
period during such quarter that such Applicable Rate was in effect.

         (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
             ------------------------------------------------------------------
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a
------
fronting fee in an amount with respect to each Letter of Credit issued equal to
1/8 of 1% per annum on the daily undrawn amount thereunder, due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the issuance of
such Letter of Credit, and on the Letter of Credit Expiration Date. In addition,
the Borrower shall pay directly to the L/C Issuer for its own account the
customary issuance, presentation, amendment and other processing fees, and other
standard costs and charges, of the L/C Issuer relating to letters of credit as
from time to time in effect. Such fees and charges are due and payable on demand
and are nonrefundable.

         (k) Conflict with Letter of Credit Application. In the event of any
             ------------------------------------------
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

         2.03 Borrowings, Conversions and Continuations of Loans.

         (a) Each Borrowing, each conversion of Loans from one Type to the
other, and each continuation of Loans as the same Type shall be made upon the
Borrower's irrevocable notice to the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Administrative Agent not
later than 11:00 a.m., New York time, (i) three Business Days prior to the
requested date of any Borrowing of, conversion to or continuation of Eurodollar
Rate Loans, (ii) one Business Day prior to the conversion of Eurodollar Rate
Loans to Base Rate Loans, and (iii) on the requested date of any Borrowing of
Base Rate Loans. Each such telephonic notice must be confirmed promptly by
delivery to the Administrative Agent of a written Borrowing Notice,
appropriately completed and signed by an authorized officer of the Borrower.
Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall
be in a principal amount of $500,000 or a whole multiple of $500,000 in excess
thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.
Each Borrowing Notice (whether telephonic or written) shall specify (i) whether
the Borrower is requesting a Borrowing, a conversion of Loans from one Type to
the other, or a continuation of Loans as the same Type, (ii) the requested date
of the Borrowing, conversion or continuation, as the case may be (which shall be
a Business Day), (iii) the principal amount of Loans to be borrowed, converted
or continued, (iv) the Type of Loans to be borrowed or to which existing Loans
are to be converted, and (v) if applicable, the duration of the Interest Period
with respect thereto. If the Borrower fails to specify a Type of Loan in a
Borrowing Notice or if the Borrower fails to give a timely notice requesting a
conversion or continuation, then the applicable Loans shall be made or continued
as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate
Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurodollar Rate Loans. If the Borrower
requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans
in any such Borrowing Notice, but fails to specify an Interest Period, it will
be deemed to have specified an Interest Period of one month.

         (b) Following receipt of a Borrowing Notice, the Administrative Agent
shall promptly notify each Lender of its Pro Rata Share of the applicable Loans,
and if no timely notice of a conversion or continuation is provided by the
Borrower, the Administrative Agent shall notify each Lender of the

                                       28

<PAGE>


details of any automatic conversion to Base Rate Loans described in the
preceding subsection. In the case of a Borrowing, each Lender shall make the
amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent's Office not later than 1:00 p.m.,
New York time, on the Business Day specified in the applicable Borrowing Notice.
Upon satisfaction of the applicable conditions set forth in Section 4.03 (and,
if such Borrowing is the initial Borrowing, Section 4.01), the Administrative
Agent shall make all funds so received available to the Borrower in like funds
as received by the Administrative Agent either by (i) crediting the account of
the Borrower on the books of Bank of America with the amount of such funds or
(ii) wire transfer of such funds, in each case in accordance with instructions
provided to the Administrative Agent by the Borrower; provided, however, that
if, on the date of the Borrowing there are L/C Borrowings outstanding, then the
proceeds of such Borrowing shall be applied, first, to the payment in full of
any such L/C Borrowings, and second, to the Borrower as provided above.

         (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of the Interest Period for such
Eurodollar Rate Loan. During the existence of a Default or Event of Default, no
Loans may be requested as, converted to or continued as Eurodollar Rate Loans
without the consent of the Required Lenders, and the Required Lenders may demand
that any or all of the then outstanding Eurodollar Rate Loans be converted
immediately to Base Rate Loans.

         (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Eurodollar Rate Loan upon
determination of such interest rate. The determination of the Eurodollar Rate by
the Administrative Agent shall be conclusive in the absence of manifest error.

         (e) After giving effect to all Borrowings, all conversions of Loans
from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than ten (10) Interest Periods in effect at any given
time with respect to Loans.

         2.04 Prepayments.

         (a) Optional Prepayments. The Borrower may, upon notice to the
             --------------------
Administrative Agent, at any time or from time to time voluntarily prepay in
whole or in part the Loans without premium or penalty; provided that (i) such
notice must be received by the Administrative Agent not later than 11:00 a.m.,
New York time, (A) three Business Days prior to any date of prepayment of
Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans;
(ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of
$500,000 or a whole multiple of $500,000 in excess thereof; and (iii) any
prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof. Each such notice shall specify the
date and amount of such prepayment and the Type(s) of Loans to be prepaid. The
Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of such Lender's Pro Rata Share of such prepayment. If such
notice is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied
by all accrued interest thereon, together with any additional amounts required
pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of
the Lenders in accordance with their respective Pro Rata Shares.

         Unless a Default or Event of Default has occurred and is continuing or
would arise as a result thereof any payment or prepayment of the Loans may be
reborrowed by Borrower, subject to the terms and conditions hereof.

                                       29

<PAGE>


         (b)      Mandatory Prepayments from Net Cash Proceeds of Triggering
                  ----------------------------------------------------------
                  Sales.
                  -----

                  (i) If any portion of the Net Cash Proceeds realized by a
         Company from any Triggering Sale (including any deferred purchase price
         therefore) has not been Reinvested within ninety (90) days from the
         receipt by such Company of such Net Cash Proceeds (including receipt of
         any deferred payments for any such Triggering Sale or portion thereof,
         if and when received), then on the Business Day following such
         ninetieth (90th) day the Commitments shall be permanently reduced, and
         the Loans shall be prepaid, in an amount equal to the Reduction Amount
         that is not so Reinvested.

                  (ii) In the event that as of the last day of a fiscal quarter
         (the "Measurement Date") the Cumulative Nonreinvested Ordinary Course
         Sales Proceeds (computed as set forth in the next sentence) exceeds 1%
         of the MLP's consolidated assets as of the Measurement Date, then
         within 90 days after the Measurement Date the Borrower shall provide a
         report to the Administrative Agent setting forth information with
         respect to Dispositions of property in the ordinary course of business
         during such quarter and the Commitments shall be permanently reduced,
         and the Loans shall be prepaid, in an amount equal to such excess which
         has not been Reinvested by the date of such report (calculated without
         duplication of previous prepayments and Commitment reductions pursuant
         to this Section 2.04(b)(ii)). "Cumulative Nonreinvested Ordinary Course
         Sales Proceeds" means the excess of (A) the Net Cash Proceeds from
         Dispositions in the ordinary course of business during the period
         beginning on the Closing Date and ending on the Measurement Date over
         (B) the amount of Net Cash Proceeds from Dispositions of property in
         the ordinary course of business during such period which have been
         Reinvested.

                  (iii) The prepayments provided for in this Section 2.04(b)
         shall be applied as follows, unless a Default or Event of Default has
         occurred and is continuing or would arise as a result thereof
         (whereupon the provisions of Section 2.11(d) shall apply): (A) first,
         as a payment of all Unreimbursed Amounts then outstanding, until paid
         in full, and (B) second, as a prepayment of the Outstanding Loans. All
         mandatory prepayments shall be allocated Pro Rata to each Lender. All
         mandatory prepayments made pursuant to this Section 2.04(b) shall
         permanently reduce the Commitments.

                  (iv) Within two (2) Business Days of a Company's receipt of
         Net Cash Proceeds from a Triggering Sale, the Borrower shall (or shall
         cause the applicable Company to) deposit an amount equal to the
         Reduction Amount into an account with the Administrative Agent (the
         "Proceeds Account"); provided, however, that the Borrower shall not be
         required to deposit an amount that is more than the amount of the
         Commitments. Such proceeds shall remain in the Proceeds Account until
         the earlier of (x) the date such proceeds are Reinvested, or (y) the
         ninetieth (90th) day following the receipt of such proceeds. If such
         proceeds are not Reinvested as herein provided, such proceeds shall, on
         the Business Day following such ninetieth day, be used for prepayment
         of Loans and any excess shall be refunded to the Borrower, or, if there
         are no outstanding Loans, or unpaid outstanding Obligations then due,
         such proceeds shall be refunded to the Borrower, and the Commitments
         shall be permanently reduced as provided in Section 2.04(b)(i);
         provided, however, that if the outstanding Loans are Eurodollar Rate
         Loans, the Administrative Agent shall hold such proceeds in the
         Proceeds Account until the Eurodollar Rate Loans can be prepaid without
         incurring funding losses under Section 3.05; provided, further, that if
         the Loans have become due and payable pursuant to Section 8.02 or
         otherwise, the Administrative Agent may, without notice, apply all
         funds in the Proceeds Account to repayment of the Obligations.

                                       30

<PAGE>

                  (v) All funds held in the Proceeds Account shall be invested
         in time deposits or certificates of deposit issued by the
         Administrative Agent or in investments that constitute Permitted
         Investments (provided that the maturities thereof shall not exceed 90
         days). All interest and income earned on the amounts held in the
         Proceeds Account shall be paid to the Borrower at the time the funds
         therein are applied as provided in this Section 2.04(b).

                  (v) The Borrower hereby grants to the Administrative Agent,
         for the benefit of the Lenders, a lien on and security interest in and
         to the Proceeds Account and all monies, cash, checks, drafts,
         certificates of deposit, instruments, investment property, and other
         items ever received by Administrative Agent for deposit therein and
         held therein, as security for the Obligations. The rights granted by
         this Section 2.04(b)(v) shall be in addition to the rights of the
         Administrative Agent under any statutory banker's Lien or the common
         law right of setoff.

         (c) Mandatory Payments/Reductions. If for any reason the Outstanding
             -----------------------------
Amount of all Loans and L/C Obligations at any time exceeds the Aggregate
Commitments then in effect, the Borrower shall immediately prepay Loans and/or
Cash Collateralize the L/C Obligations in an aggregate amount equal to such
excess.

         (d) Mandatory Prepayments: Interest/Consequential Loss. All prepayments
             --------------------------------------------------
under this Section 2.04 shall be made together with accrued interest to the date
of such prepayment on the principal amount prepaid and any amounts due under
Section 3.05.

         (e) Mandatory Prepayments: Clean-Down Period. The Borrower shall make
             ----------------------------------------
such prepayments of Borrowings used to fund Quarterly Distributions as are
required in order to comply with Section 6.15. For purposes of calculating
compliance with Section 6.15, when a prepayment of Loans is made pursuant to
this Section 2.04, unless otherwise specified by the Borrower, such prepayment
shall first be considered to prepay Loans made for Quarterly Distributions, and
second be considered to prepay Loans made for other purposes permitted by
Section 6.12.

         2.05 Reduction or Termination of Commitments. The Borrower may, upon
notice to the Administrative Agent, terminate the Aggregate Commitments, or
permanently reduce the Aggregate Commitments to an amount not less than the then
Outstanding Amount of all Loans and L/C Obligations; provided that (i) any such
notice shall be received by the Administrative Agent not later than 11:00 a.m.,
five Business Days prior to the date of termination or reduction, and (ii) any
such partial reduction shall be in an aggregate amount of $5,000,000 or any
whole multiple of $1,000,000 in excess thereof. The Administrative Agent shall
promptly notify the Lenders of any such notice of reduction or termination. Once
reduced in accordance with this Section, the Commitments may not be increased.
Any reduction of the Aggregate Commitments shall be applied to the Aggregate
Commitments of each Lender according to its Pro Rata Share. All facility fees
and, if applicable, ticking fees on the portion of the Commitment so terminated
which have accrued to the effective date of any termination of Commitments shall
be paid on the effective date of such termination.

         2.06 Repayment of Loans. The Borrower shall repay to the Lenders on the
Maturity Date the aggregate principal amount of Loans outstanding on such date.

         2.07 Interest.(a) Subject to the provisions of subsection (b) below,
(i) each Eurodollar Rate Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the
Eurodollar Rate for such Interest Period plus the Applicable Rate and (ii) each
Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate
plus the Applicable Rate.

                                       31

<PAGE>

         (b) While any Event of Default exists or after acceleration, (i) the
Borrower shall pay interest on the principal amount of all outstanding
Obligations at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Law, and (ii) accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

         (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

         (d) If the designated rate applicable to any Borrowing exceeds the
Maximum Rate, the rate of interest on such Borrowing shall be limited to the
Maximum Rate, but any subsequent reductions in such designated rate shall not
reduce the rate of interest thereon below the Maximum Rate until the total
amount of interest accrued thereon equals the amount of interest which would
have accrued thereon if such designated rate had at all times been in effect. In
the event that at maturity (stated or by acceleration), or at final payment of
the Outstanding Amount of any Loans or L/C Obligations, the total amount of
interest paid or accrued is less than the amount of interest which would have
accrued if such designated rates had at all times been in effect, then, at such
time and to the extent permitted by Law, the Borrower shall pay an amount equal
to the difference between (a) the lesser of the amount of interest which would
have accrued if such designated rates had at all times been in effect and the
amount of interest which would have accrued if the Maximum Rate had at all times
been in effect, and (b) the amount of interest actually paid or accrued on such
Outstanding Amount.

         2.08 Fees. (a) Facility Fee. The Borrower shall pay to the
                        ------------
Administrative Agent for the account of each Lender in accordance with its Pro
Rata Share, a facility fee equal to the Applicable Rate times the actual daily
amount of the Aggregate Commitments, regardless of usage. The facility fee shall
accrue at all times from the Conditions Effective Date until the Maturity Date
and shall be due and payable quarterly in arrears on the last Business Day of
each March, June, September and December, commencing with the first such date to
occur after the Conditions Effective Date, and on the Maturity Date. The
facility fee shall be calculated quarterly in arrears, and if there is any
change in the Applicable Rate during any quarter, the actual daily amount shall
be computed and multiplied by the Applicable Rate separately for each period
during such quarter that such Applicable Rate was in effect. The facility fee
shall accrue at all times from and after the Conditions Effective Date,
including at any time during which one or more of the conditions in Article IV
is not met.

         (b) Utilization Fee. The Borrower shall pay to the Administrative Agent
             ---------------
for the account of each Lender in accordance with its Pro Rata Share, a
utilization fee equal to the Applicable Rate times the actual daily aggregate
Outstanding Amount of Loans and L/C Obligations on each day that such aggregate
Outstanding Amount exceeds 50% of the Aggregate Commitments. The utilization fee
shall be due and payable quarterly in arrears on the last Business Day of each
March, June, September and December, commencing with the first such date to
occur after the Conditions Effective Date, and on the Maturity Date. The
utilization fee shall be calculated quarterly in arrears. The utilization fee
shall accrue at all times, including at any time during which one or more of the
conditions in Article IV is not met.

         (c) Ticking Fee. In the event that the Conditions Effective Date has
             -----------
not occurred within 30 days of the Closing Date, the Borrower shall pay to the
Administrative Agent for the account of each Lender in accordance with its Pro
Rata Share, a ticking fee equal to the Applicable Rate times the actual daily
amount of the Aggregate Commitments. The ticking fee shall be due and payable
monthly in

                                       32

<PAGE>

arrears, with the first payment due on the thirtieth (30th) day after the
Closing Date, and each subsequent payment due thirty (30) days thereafter, until
the earlier of (i) the Conditions Effective Date, or (ii) the termination of the
Aggregate Commitments. Until the MLP receives a Debt Rating, the Applicable Rate
shall be determined based upon Pricing Level 3. When the MLP receives a
published Debt Rating, if such Debt Rating is less than BBB by S&P or less than
Baa2 by Moody's, the ticking fee shall be adjusted retroactively and calculated
based upon the Pricing Level determined by the MLP's actual Debt Rating. If
there is any change in the Applicable Rate prior to the Conditions Effective
Date, the actual daily amount shall be computed and multiplied by the Applicable
Rate separately for each period that such Applicable Rate was in effect.

         (d) Arranger's and Agency Fees. The Borrower shall pay certain fees to
             --------------------------
the Arranger for the Arranger's own account, and shall pay an agency fee to the
Administrative Agent for the Administrative Agent's own account, in the amounts
and at the times specified in the letter agreement, dated December 7, 2001 (the
"Agent/Arranger Fee Letter"), between the Borrower, the Arrangers and the
Administrative Agent. Such fees shall be fully earned when paid and shall be
nonrefundable for any reason whatsoever.

         (e) Lenders' Upfront Fee. On the Conditions Effective Date, the
             --------------------
Borrower shall pay to the Administrative Agent, for the account of the Lenders
in accordance with their respective Pro Rata Shares, an upfront fee in the
agreed amount in accordance with the Agent/Arranger Fee Letter. Such upfront
fees are for the credit facilities by the Lenders under this Agreement and are
fully earned on the date paid. The upfront fee paid to each Lender is solely for
its own account and is nonrefundable for any reason whatsoever.

         2.09 Computation of Interest and Fees. Computation of interest on Base
Rate Loans shall be calculated on the basis of a year of 365 or 366 days, as the
case may be, and the actual number of days elapsed. Computation of all other
types of interest and all fees shall be calculated on the basis of a year of 360
days and the actual number of days elapsed, which results in a higher yield to
the payee thereof than a method based on a year of 365 or 366 days. Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day on which
it is made shall bear interest for one day.

         2.10 Evidence of Debt. (a) The Loans made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of business. The accounts or
records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Loans made by the Lenders
to the Borrower and the interest and payments thereon. Any failure so to record
or any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to pay any amount owing with respect to the
Loans or the L/C Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of
such Lender shall control. Upon the request of any Lender made through the
Administrative Agent, such Lender's Loans may be evidenced by one or more Notes.
Each Lender may attach schedules to its Note(s) and endorse thereon the date,
Type (if applicable), amount and maturity of the applicable Loans and payments
with respect thereto.

         (b) In addition to the accounts and records referred to in subsection
(a), each Lender and the Administrative Agent shall maintain in accordance with
its usual practice accounts or records evidencing the purchases and sales by
such Lender of participations in Letters of Credit. In the event of any conflict
between the accounts and records maintained by the Administrative Agent and the
accounts and records

                                       33

<PAGE>

of any Lender in respect of such matters, the accounts and records of the
Administrative Agent shall control.

         2.11 Payments Generally. (a) All payments to be made by the Borrower
shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein, all
payments by the Borrower hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the
Administrative Agent's Office in Dollars and in immediately available funds not
later than 12:00 noon, New York time, on the date specified herein. The
Administrative Agent will promptly distribute to each Lender its Pro Rata Share
(or other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender's Lending Office. All payments received
by the Administrative Agent after 12:00 noon, New York time, shall be deemed
received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue.

         (b) Subject to the definition of "Interest Period," if any payment to
be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may be.

         (c) If no Default or Event of Default exists and if no order of
application is otherwise specified in the Loan Documents, payments and
prepayments of the Obligations shall be applied first to fees, second to accrued
interest then due and payable on the Outstanding Amount of Loans and L/C
Obligations, and then to the remaining Obligations in the order and manner as
Borrower may direct.

         (d) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully the Obligations, or if a Default or Event
of Default exists, any payment or prepayment shall be applied in the following
order: (i) to the payment of enforcement expenses incurred by the Administrative
Agent, including Attorney Costs; (ii) to the ratable payment of all other fees,
expenses, and indemnities for which the Administrative Agent or Lenders have not
been paid or reimbursed in accordance with the Loan Documents (as used in this
Section 2.11(d)(ii), a "ratable payment" for any Lender or the Administrative
Agent shall be, on any date of determination, that proportion which the portion
of the total fees, expenses, and indemnities owed to such Lender or the
Administrative Agent bears to the total aggregate fees and indemnities owed to
all Lenders and the Administrative Agent on such date of determination); (iii)
to the payment of all Unreimbursed Amounts, (iv) to the ratable payment of
accrued and unpaid interest on the Outstanding Amount of Loans (as used in this
Section 2.11(d)(iv), "ratable payment" means, for any Lender, on any date of
determination, that proportion which the accrued and unpaid interest on the
Outstanding Amount of Loans owed to such Lender bears to the total accrued and
unpaid interest on the Outstanding Amount of Loans owed to all Lenders); (v) to
the ratable payment of the Outstanding Amount of Loans (as used in this Section
2.11(d)(v), "ratable payment" means for any Lender, on any date of
determination, that proportion which the Outstanding Amount of Loans owed to
such Lender bears to the Outstanding Amount of Loans owed to all Lenders); (vi)
to Cash Collateralize Letters of Credit; and (vii) to the payment of the
remaining Obligations, if any, in the order and manner Required Lenders deem
appropriate.

         (e) Unless the Borrower or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled

                                       34

<PAGE>


thereto. If and to the extent that such payment was not in fact made to the
Administrative Agent in immediately available funds, then:

                  (i) if the Borrower failed to make such payment, each Lender
         shall forthwith on demand repay to the Administrative Agent the portion
         of such assumed payment that was made available to such Lender in
         immediately available funds, together with interest thereon in respect
         of each day from and including the date such amount was made available
         by the Administrative Agent to such Lender to the date such amount is
         repaid to the Administrative Agent in immediately available funds, at
         the Federal Funds Rate from time to time in effect; and

                  (ii) if any Lender failed to make such payment, such Lender
         shall forthwith on demand pay to the Administrative Agent the amount
         thereof in immediately available funds, together with interest thereon
         for the period from the date such amount was made available by the
         Administrative Agent to the Borrower to the date such amount is
         recovered by the Administrative Agent (the "Compensation Period") at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect. If such Lender pays such amount to the Administrative Agent,
         then such amount shall constitute such Lender's Loan, included in the
         applicable Borrowing. If such Lender does not pay such amount forthwith
         upon the Administrative Agent's demand therefor, the Administrative
         Agent may make a demand therefor upon the Borrower, and the Borrower
         shall pay such amount to the Administrative Agent, together with
         interest thereon for the Compensation Period at a rate per annum equal
         to the rate of interest applicable to the applicable Borrowing. Nothing
         herein shall be deemed to relieve any Lender from its obligation to
         fulfill its Commitment or to prejudice any rights which the
         Administrative Agent or the Borrower may have against any Lender as a
         result of any default by such Lender hereunder.

         A notice of the Administrative Agent to any Lender with respect to any
amount owing under this subsection (e) shall be conclusive, absent manifest
error.

         (f) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and the conditions to the applicable Borrowing set forth in
Article IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.

         (g) The obligations of the Lenders hereunder to make Loans and to fund
participations in Letters of Credit are several and not joint. The failure of
any Lender to make any Loan on any date required hereunder shall not relieve any
other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its
Loan or purchase its participation.

         (h) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

         2.12 Sharing of Payments. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Loans made by it, or
the participations in L/C Obligations, any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) in
excess of its ratable share (or other share contemplated hereunder) thereof,
such Lender shall immediately (a) notify the Administrative Agent of such fact,
and (b) purchase from the other Lenders such participations in the Loans made by
them, and/or such subparticipations in the participations in L/C Obligations
held by them,

                                       35

<PAGE>

as shall be necessary to cause such purchasing Lender to share the excess
payment in respect of such Loan or such participations, as the case may be, pro
rata with each of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from the purchasing Lender, such purchase
shall to that extent be rescinded and each other Lender shall repay to the
purchasing Lender the purchase price paid therefor, together with an amount
equal to such paying Lender's ratable share (according to the proportion of (i)
the amount of such paying Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
The Borrower agrees that any Lender so purchasing a participation from another
Lender may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off, but subject to Section 10.09) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation. The Administrative
Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section and will in each
case notify the Lenders following any such purchases or repayments. Each Lender
that purchases a participation pursuant to this Section shall from and after
such purchase have the right to give all notices, requests, demands, directions
and other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01 Taxes.

         (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its net
income, and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Lender, as the case may be, is organized or
maintains its Lending Office (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be
required by any Laws to deduct any Taxes from or in respect of any sum payable
under any Loan Document to the Administrative Agent or any Lender, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section), each of the Administrative Agent and such Lender receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the
full amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws, and (iv) within 30 days after the date of such
payment, the Borrower shall furnish to the Administrative Agent (which shall
forward the same to such Lender) the original or a certified copy of a receipt
evidencing payment thereof.

         (b) In addition, the Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

                                       36

<PAGE>

         (c) If the Borrower shall be required to deduct or pay any Taxes or
Other Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that such Lender specifies as
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) such Lender would have
received if such Taxes or Other Taxes had not been imposed.

         (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto. Payment under
this subsection (d) shall be made within 30 days after the date the Lender or
the Administrative Agent makes a demand therefor.

         3.02 Illegality. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or materially restricts the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the applicable offshore
Dollar market, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrower shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period thereof, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
Upon any such prepayment or conversion, the Borrower shall also pay interest on
the amount so prepaid or converted. Each Lender agrees to designate a different
Lending Office if such designation will avoid the need for such notice and will
not, in the reasonable judgment of such Lender, otherwise be materially
disadvantageous to such Lender.

         3.03 Inability to Determine Rates. If the Administrative Agent
determines in connection with any request for a Eurodollar Rate Loan or a
conversion to or continuation thereof that (a) Dollar deposits are not being
offered to banks in the applicable offshore Dollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, or adequate and
reasonable means do not exist for determining the Eurodollar Rate for such
Eurodollar Rate Loan, or (b) if the Required Lenders determine and notify the
Administrative Agent that the Eurodollar Rate for such Eurodollar Rate Loan does
not adequately and fairly reflect the cost to the Lenders of funding such
Eurodollar Rate Loan, then the Administrative Agent will promptly notify the
Borrower and all Lenders. Thereafter, the obligation of the Lenders to make or
maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent
revokes such notice. Upon receipt of such notice, the Borrower may revoke any
pending request for a Borrowing, conversion or continuation of Eurodollar Rate
Loans or, failing that, will be deemed to have converted such request into a
request for a Borrowing of Base Rate Loans in the amount specified therein.

                                       37

<PAGE>

         3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on
Eurodollar Rate Loans.

         (a) If any Lender determines that as a result of a Change in Law, or
such Lender's compliance therewith, there shall be any increase in the cost to
such Lender of agreeing to make or making, funding or maintaining Eurodollar
Rate Loans or (as the case may be) issuing or participating in Letters of
Credit, or a reduction in the amount received or receivable by such Lender in
connection with any of the foregoing (excluding for purposes of this subsection
(a) any such increased costs or reduction in amount resulting from (i) Taxes or
Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis
of taxation of overall net income or overall gross income by the United States
or any foreign jurisdiction or any political subdivision of either thereof under
the Laws of which such Lender is organized or has its Lending Office, and (iii)
reserve requirements contemplated by Section 3.04(c) utilized, as to Eurodollar
Rate Loans, in the determination of the Eurodollar Rate), then from time to time
upon demand of such Lender (with a copy of such demand to the Administrative
Agent), the Borrower shall pay to such Lender such additional amounts as will
compensate such Lender for such increased cost or reduction. No Lender shall
have the right to recover such additional amounts for any period more than 90
days prior to the date such Lender notified the Borrower thereof.

         (b) If any Lender determines a Change In Law has the effect of reducing
the rate of return on the capital of such Lender or any corporation controlling
such Lender as a consequence of such Lender's obligations hereunder (taking into
consideration its policies with respect to capital adequacy and such Lender's
desired return on capital), then from time to time upon demand of such Lender
(with a copy of such demand to the Administrative Agent), the Borrower shall pay
to such Lender such additional amounts as will compensate such Lender for such
reduction. No Lender shall have the right to recover such additional amounts for
any period more than 90 days prior to the date such Lender notified the Borrower
thereof.

         (c) The Borrower shall pay to each Lender, as long as such Lender shall
be required under regulations of the Board to maintain reserves with respect to
liabilities or assets consisting of or including Eurocurrency funds or deposits
(currently known as "Eurocurrency liabilities"), additional costs on the unpaid
principal amount of each Eurodollar Rate Loan equal to the actual costs of such
reserves allocated to such Loan by such Lender (as determined by such Lender in
good faith, which determination shall be conclusive), which shall be due and
payable on each date on which interest is payable on such Loan, provided the
Borrower shall have received at least 15 days' prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender
fails to give notice 15 days prior to the relevant Interest Payment Date, such
additional interest shall be due and payable 15 days from receipt of such
notice.

         3.05 Funding Losses. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:

         (a) any continuation, conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise); or

         (b) any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower.

                                       38

<PAGE>

         For purposes of calculating amounts payable by the Borrower to the
Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a
matching deposit or other borrowing in the applicable offshore Dollar interbank
market for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.

         3.06 Matters Applicable to all Requests for Compensation. A certificate
of the Administrative Agent or any Lender claiming compensation under this
Article III and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error. In determining
such amount, the Administrative Agent or such Lender may use any reasonable
averaging and attribution methods.

         3.07 Survival. All of the Borrower's obligations under this Article III
shall survive termination of the Commitments and payment in full of all the
other Obligations.

                                  ARTICLE IV.
                       CONDITIONS PRECEDENT TO BORROWINGS

         4.01 Conditions to Credit Extension. The obligation of each Lender to
make its initial Credit Extension hereunder is subject to satisfaction of the
following conditions precedent:

         (a) The Administrative Agent's receipt of the following, each of which
shall be originals or facsimiles (followed promptly by originals) and unless
otherwise specified, each properly executed by an authorized officer of the
signing Loan Party, each dated the Conditions Effective Date (or, in the case of
certificates of governmental officials, a recent date before the Conditions
Effective Date) and each in form and substance reasonably satisfactory to the
Administrative Agent and its legal counsel:

                  (i) executed counterparts of this Agreement, and of the Cash
         Collateral Account Agreement, the Guaranty executed by the Subsidiaries
         of Borrower, and the Guaranty executed by the MLP, each dated as of the
         Closing Date or as of the Conditions Effective Date;

                  (ii) Notes (as applicable) executed by the Borrower in favor
         of each Lender requesting such Notes, each in a principal amount equal
         to such Lender's Committed Sum, each dated as of the Closing Date or as
         of the Conditions Effective Date;

                  (iii) such certificates of resolutions or other action,
         incumbency certificates and/or other certificates of officers of each
         Loan Party as the Administrative Agent may require to establish the
         identities of and verify the authority and capacity of each officer
         thereof authorized to act in connection with this Agreement and the
         other Loan Documents to which such Loan Party is a party;

                  (iv) such evidence as the Administrative Agent may reasonably
         require to verify that each Loan Party and the General Partner is duly
         organized or formed, validly existing, in good standing in the
         jurisdiction of its organization;

                  (v) a certificate signed by an a Responsible Officer of the
         Borrower certifying (A) that the MLP Offering Closing has occurred and
         that the gross proceeds of the sale of limited partner units (other
         than proceeds paid by Sunoco and its Affiliates) are not less than
         $85,000,000, and that the MLP has contributed 100% of the net proceeds
         of the MLP Offering to

                                       39

<PAGE>


         the Borrower, (B) that the Other Senior Notes have been issued, (C)
         that the representations and warranties contained in Article V are true
         and correct in all respects on and as of such date, (D) no Default or
         Event of Default has occurred and is continuing as of such date, (E)
         since December 31, 2000 there has occurred no material adverse change
         in (x) the business, assets, liabilities (actual or contingent),
         operations, or financial condition of the Borrower and its Subsidiaries
         taken as a whole, or of any Borrower Affiliate, or (y) any of the
         businesses, assets or liabilities acquired or assumed or being acquired
         or assumed by the Borrower or any of its Subsidiaries, (F) the Sunoco
         Logistics Business has been conveyed to the Borrower pursuant to the
         Contribution Agreement, and the Borrower and its Subsidiaries own the
         assets and businesses reflected on the Logistics Balance Sheet free and
         clear of all Liens other than Permitted Liens, (G) there is no
         litigation, investigation or proceeding known to and affecting the
         Borrower or any Borrower Affiliate for which the Borrower is required
         to give notice pursuant to Section 6.03(c) (or, if there is any such
         litigation, investigation or proceeding, then a notice containing the
         information required by Section 6.03(c) shall be given concurrently
         with the delivery of the certificate given pursuant to this clause
         (v)), and (H) no action, suit, investigation or proceeding is pending
         or threatened in any court or before any arbitrator or governmental
         authority by or against the Borrower or any Borrower Affiliate, or any
         of their respective properties, that (x) could reasonably be expected
         to materially and adversely affect the Borrower, any Borrower
         Affiliate, or any Guarantor, or (y) seeks to affect any transaction
         contemplated hereby or the ability of the Borrower or any Guarantor to
         perform its obligations under the Loan Documents, and (I) the current
         Debt Ratings;

                  (vi) a certificate of Responsible Officer (A) listing the
         Material Agreements then in effect, each of which shall be in form and
         substance satisfactory to the Required Lenders, which Material
         Agreements shall include the Borrower Operating Agreements, and (B)
         attaching a copy of each of the listed Material Agreements, and (C)
         certifying that each such Material Agreement has been duly executed and
         is in full force and effect;

                  (vii) receipt of the following: (A) unaudited pro forma
         balance sheet for the MLP, as of September 30, 2001 (the "Logistics
         Balance Sheet"); (B) unaudited pro forma statements of income for the
         MLP for the year ended December 31, 2000 and for the 9 months ended
         September 30, 2001; (C) audited historical balance sheets as of
         December 31, 1999 and December 31, 2000 and unaudited historical
         balance sheets as of September 30, 2001 for Sunoco Logistics
         (Predecessor) (as such term is used in the MLP Registration Statement);
         (D) audited historical combined statements of income and net parent
         investment and combined statements of cash flows for the years ended
         December 31, 1998, December 31, 1999 and December 31, 2000 and
         unaudited historical combined statements of income and net parent
         investment and combined statements of cash flows for the 9 months ended
         September 30, 2000 and for the 9 months ended September 30, 2001 for
         Sunoco Logistics (Predecessor) (as such term is used in the MLP
         Registration Statement); and (F) such other financial information as
         the Administrative Agent may reasonably request;

                  (viii) opinions from (i) Vinson & Elkins, L.L.P., counsel to
         each Loan Party and the General Partner, substantially in the form of
         Exhibit F-1 hereto, and (ii) Ann C. Mule, Esq., counsel to each
         Loan Party and the General Partner, substantially in the form of
         Exhibit F-2 hereto;

                  (ix) a letter from CT Corporation System, Inc., to accept
         service of process in the State of New York on behalf of the Borrower
         and each Guarantor; and

                                       40

<PAGE>

                  (x) such other assurances, certificates, documents, consents
         or opinions as the Administrative Agent, the L/C Issuer, or the
         Required Lenders reasonably may require.

         (b) Any fees due and payable at the Conditions Effective Date shall
have been paid.

         (c) The Borrower shall have paid Attorney Costs of the Administrative
Agent to the extent invoiced prior to, or on, the Conditions Effective Date.

         (d) The Debt Rating of the MLP shall be an Investment Grade Rating or
better.

         The Administrative Agent shall notify the Borrower and the Lenders of
the Conditions Effective Date, and such notice shall be conclusive and binding.

         4.02 Deadline for Conditions Effective Date. If for any reason the
Conditions Effective Date has not occurred on or before the 90th day after the
Closing Date, then, unless otherwise agreed by all Lenders, the Aggregate
Commitments shall terminate on and as of such date.

         4.03 Conditions to all Loans and L/C Credit Extensions. The obligation
of each Lender to honor any Borrowing Notice (other than a Borrowing Notice
requesting only a conversion of Loans to the other Type, or a continuation of
Loans as the same Type) and the obligation of the Issuing Bank to issue any
Letter of Credit is subject to the following conditions precedent:

         (a) The representations and warranties of the Loan Parties contained in
Article V, or which are contained in any document furnished at any time under or
in connection herewith, shall be true and correct on and as of the date of such
Request for Credit Extension, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be
true and correct as of such earlier date.

         (b) No Default or Event of Default shall exist or would result from
such proposed Request for Credit Extension.

         (c) The Administrative Agent, and, if applicable, the L/C Issuer, shall
have received a Request for Credit Extension and, if applicable, a Letter of
Credit Application in accordance with the requirements hereof.

         (d) The Administrative Agent shall have received, in form and substance
reasonably satisfactory to it, such other assurances, certificates, documents or
consents related to the foregoing as the Administrative Agent or the Required
Lenders reasonably may require.

         Each Request for Credit Extension (other than a Borrowing Notice
requesting only a conversion of Loans to the other Type or a continuation of
Loans as the same Type) submitted by the Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.03(a)
and (b) have been satisfied on and as of the date of the applicable Credit
Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

         Each of the Borrower and the MLP, and each Guarantor by its execution
of a Guaranty, represents and warrants to the Administrative Agent and the
Lenders that:

                                       41

<PAGE>

         5.01 Existence; Qualification and Power; Compliance with Laws. As of
the Conditions Effective Date, the General Partner shall be the sole general
partner of the Borrower. All of the limited partner interests in the Borrower,
which shall constitute 99.99% of the partner interests of the Borrower, are
owned by the MLP. The General Partner and each Loan Party (a) is a corporation,
partnership or limited liability company duly organized or formed, validly
existing and in good standing under the Laws of the jurisdiction of its
incorporation or organization, (b) has all requisite power and authority and all
governmental licenses, authorizations, consents and approvals to own its assets,
carry on its business and to execute, deliver, and perform its obligations under
the Loan Documents to which it is a party, (c) is duly qualified and is licensed
and in good standing under the Laws of each jurisdiction where its ownership,
lease or operation of properties or the conduct of its business requires such
qualification or license, and (d) is in compliance with all Laws, except in each
case referred to in clause (c) or this clause (d), to the extent that failure to
do so could not reasonably be expected to have a Material Adverse Effect.

         5.02 Authorization; No Contravention. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, any Contractual
Obligation to which such Person is a party or any order, injunction, writ or
decree of any Governmental Authority to which such Person or its property is
subject; or (c) violate any Law.

         5.03 Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, any Loan Party of
this Agreement or any other Loan Document.

         5.04 Binding Effect. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each
other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms.

         5.05 Financial Statements; No Material Adverse Effect.

         (a) The Initial Financial Statements were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein. The Initial Financial Statements (i) fairly
present the financial condition of the entities therein named and their
respective Subsidiaries as of the date thereof and their results of operations
for the period covered thereby in accordance in all material respects with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; and (ii) show all material indebtedness and other
liabilities, direct or contingent, of the entities therein named and their
Subsidiaries as of the date thereof, including liabilities for taxes, material
commitments and Indebtedness in accordance with GAAP consistently applied
throughout the period covered thereby.

         (b) Since December 31, 2000, there has been no event or circumstance
that has or could reasonably be expected to have a Material Adverse Effect.

         5.06 Litigation. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the MLP or the Borrower threatened or
contemplated in writing, at law, in equity, in arbitration or before any
Governmental Authority, by or against any Loan Party or any of their respective

                                       42

<PAGE>

Subsidiaries or against any of their properties or revenues which (a) seek to
affect or pertain to this Agreement or any other Loan Document, or any of the
transactions contemplated hereby, or (b) if determined adversely, could
reasonably be expected to have a Material Adverse Effect.

         5.07 Ownership of Property; Liens. Each Loan Party and its Subsidiaries
have good title to, or valid leasehold interests in, all its real and personal
property necessary or used in the ordinary conduct of its business, except for
such defects in title as would not, individually or in the aggregate, have a
Material Adverse Effect, and the property of the Borrower and its Subsidiaries
is subject to no Liens, other than Permitted Liens.

         5.08 Environmental Compliance. The MLP and the Borrower have reasonably
concluded that (a) there are no claims alleging potential liability under or
responsibility for violation of any Environmental Law except any such claims
that could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect, (b) there is no environmental condition or
circumstance, such as the presence or Release of any Hazardous Substance, on any
property owned, operated or used by any Loan Party or any of their Subsidiaries
that could reasonably be expected to have a Material Adverse Effect, and (c)
there is no violation of or by any Loan Party of any Environmental Law, except
for such violations as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.

         5.09 Insurance. From and after the Conditions Effective Date, (a) the
Companies maintain insurance providing Customary Coverage provided by
Independent Insurers, or (b) the Companies and their properties are covered by
coverage provided by Independent Insurers to Sunoco and its Affiliates, and
Sunoco provides such contractual coverage to the Companies with respect to
paying or otherwise satisfying deductible requirements such that the Required
Lenders are satisfied that the effect of such arrangement is to provide the
Companies with the equivalent of Customary Coverage.

         5.10 Taxes. The MLP, the Borrower and their respective Subsidiaries
have filed all federal, state and other material tax returns and reports
required to be filed, and have paid all federal, state and other material taxes,
assessments, fees and other governmental charges levied or imposed upon them or
their properties, income or assets otherwise due and payable, except those which
are being contested in good faith by appropriate proceedings and for which
adequate reserves have been provided in accordance with GAAP. There is no
proposed tax assessment against any Loan Party or any of their respective
Subsidiaries that would, if made, have a Material Adverse Effect.

         5.11 ERISA Compliance. The representations and warranties set forth in
this Section 5.11 shall apply only if the Borrower or an ERISA Affiliate
establishes a Plan.

         (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other federal or state Laws except
to the extent that noncompliance could not reasonably be expected to have a
Material Adverse Effect. Each Plan that is intended to qualify under Section
401(a) of the Code has received a favorable determination letter from the IRS or
an application for such a letter is currently being processed by the IRS with
respect thereto and, to the best knowledge of the MLP and the Borrower, nothing
has occurred which would prevent, or cause the loss of, such qualification,
except to the extent that nonqualification could not reasonably be expected to
have a Material Adverse Effect. The Borrower and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan,
except to the extent that nonpayment could not reasonably be expected to have a
Material Adverse Effect.

                                       43

<PAGE>

         (b) There are no pending or, to the best knowledge of the MLP or the
Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could reasonably be expected to have a
Material Adverse Effect. Neither the MLP nor the Borrower nor any ERISA
Affiliate has engaged in or knowingly permitted to occur and, to the Borrower's
and the MLP's knowledge, no other party has engaged in or permitted to occur any
prohibited transaction or violation of the fiduciary responsibility rules with
respect to any Plan that has resulted or could reasonably be expected to result
in a Material Adverse Effect.

         (c) (i) No ERISA Event has occurred or is reasonably expected to occur
that could reasonably be expected to have a Material Adverse Effect; (ii) no
Pension Plan has any Unfunded Pension Liability that (when aggregated with any
other Unfunded Pension Liability) has resulted or could reasonably be expected
to result in a Material Adverse Effect; and (iii) neither the Borrower nor any
ERISA Affiliate has engaged in a transaction that could be subject to Sections
4069 or 4212(c) of ERISA that could reasonably be expected to have a Material
Adverse Effect.

         5.12 Subsidiaries and other Investments. As of the Conditions Effective
Date the Borrower will have no Subsidiaries other than those specifically
disclosed in Schedule 5.12, and will have no equity investment in any other
corporation or other entity other than those specifically disclosed in Schedule
5.12. From and after the Conditions Effective Date the MLP will have no
Subsidiaries other than the General Partner, the Borrower, and the Borrower's
Subsidiaries.

         5.13 Margin Regulations; Investment Company Act; Public Utility Holding
Company Act; Use of Proceeds.

         (a) No Loan Party is engaged and no Loan Party will engage, principally
or as one of their important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the Board),
or extending credit for the purpose of purchasing or carrying margin stock.
Margin Stock constitutes less than 25% of those assets of each Loan Party which
are subject to any limitation on a sale, pledge, or other restrictions
hereunder.

         (b) No Loan Party, no Person controlling any Loan Party, or any
Subsidiary of any Loan Party (i) is a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935, or (ii) is or is required to be registered
as an "investment company" under the Investment Company Act of 1940.

         (c) The Borrower will use all proceeds of Credit Extensions in the
manner set forth in Section 6.12.

         5.14 Disclosure. No statement, information, report, representation, or
warranty made by any Loan Party in any Loan Document or furnished to the
Administrative Agent or any Lender by or on behalf of any Loan Party in
connection with any Loan Document contains any untrue statement of a material
fact or omits any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

         5.15 Labor Matters. To the Borrower's and the MLP's knowledge, there
are no actual or threatened strikes, labor disputes, slowdowns, walkouts, or
other concerted interruptions of operations by the Servicing Employees that
could reasonably be expected to have a Material Adverse Effect. As used in this
Section, "Servicing Employees" means employees of the General Partner or other
Affiliate of Sunoco who perform services in connection with Borrower's and its
Subsidiaries' business.

                                       44

<PAGE>

         5.16 Compliance with Laws. No Loan Party or any of its Subsidiaries are
in violation of any Laws, other than such violations which could not,
individually or collectively, reasonably be expected to have a Material Adverse
Effect. No Loan Party has received notice alleging any noncompliance with any
Laws, except for such noncompliance which no longer exists, or which
non-compliance could not reasonably be expected to have a Material Adverse
Effect.

         5.17 Third Party Approvals. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any party that
is not a party to this Agreement is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, any Loan Party of
this Agreement or any other Loan Document except where obtained or where the
failure to receive such approval, consent, exemption, authorization, or the
failure to do such other action by, or provide such notice could not reasonably
be expected to have a Material Adverse Effect.

         5.18 Solvency. Neither the Borrower and its Subsidiaries on a
consolidated basis nor the MLP and its Subsidiaries on a consolidated basis are
"insolvent" as such term is used and defined in (i) the United States Bankruptcy
Code and (ii) the New York Fraudulent Conveyance Act, N.Y. Debt. & Cred.
Lawss.ss. 270-281.

                                  ARTICLE VI.
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, or any Loan
or other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, each of the Borrower and the MLP shall, and shall
(except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and
6.12) cause each of their Subsidiaries to:

         6.01 Financial Statements. Deliver to the Administrative Agent and each
Lender, in form and detail reasonably satisfactory to the Administrative Agent
and the Required Lenders:

         (a) within 90 days of the date of the MLP Offering Closing, a
consolidated unaudited balance sheet of the MLP and its Subsidiaries as of the
MLP Offering Closing, in reasonable detail and certified by a Responsible
Officer of the MLP as fairly presenting the financial condition of the MLP and
its Subsidiaries; and

         (b) as soon as available, but in any event within 90 days after the end
of each fiscal year of the MLP, consolidated balance sheets of the MLP and its
Subsidiaries as at the end of such fiscal year, and the related statements of
income and cash flows for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable
detail, audited and accompanied by a report and opinion of Ernst & Young LLP or
other independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion shall be
prepared in accordance with GAAP and shall not be subject to any qualifications
or exceptions as to the scope of the audit nor to any qualifications and
exceptions not reasonably acceptable to the Required Lenders; and

         (c) as soon as available, but in any event within 45 days after the end
of each of the first three fiscal quarters of each fiscal year of the MLP, a
consolidated balance sheet of the MLP and its Subsidiaries as at the end of such
fiscal quarter, and the related statements of income and cash flows for such
fiscal quarter and for the portion of the MLP's fiscal year then ended, setting
forth in each case in comparative form the figures for the corresponding fiscal
quarter of the previous fiscal year and the

                                       45

<PAGE>

corresponding portion of the previous fiscal year, all in reasonable detail and
certified by a Responsible Officer of the MLP as fairly presenting the financial
condition, results of operations and cash flows of the MLP and its Subsidiaries
in accordance with GAAP, subject only to normal year-end audit adjustments and
the absence of footnotes;

provided that, if any financial statement referred to in Section 6.01(b) or (c)
is readily available on-line through EDGAR, the Borrower shall not be obligated
to furnish copies of such financial statement.

         6.02 Certificates; Other Information. Deliver to the Administrative
Agent and each Lender, in form and detail satisfactory to the Administrative
Agent and the Required Lenders:

         (a) concurrently with the delivery of the financial statements referred
to in Sections 6.01(b) and (c) (or, if the Borrower's obligation to deliver such
financial statements is fulfilled by making them available on-line through
EDGAR, then at the time or promptly after the time that such financial
statements are made available on-line through EDGAR, but in any event not later
than the 90-day and 45-day time periods set forth in Sections 6.01(b) and (c)),
a duly completed Compliance Certificate in form of Exhibit C signed by a
Responsible Officer of the Borrower and a Responsible Officer of the MLP;

         (b) promptly after the same are available, copies of each annual
report, proxy or financial statement or other report or written communication
sent to the equity owners of the MLP, and copies of all annual, regular,
periodic and special reports and registration statements which the MLP may file
or be required to file with the Securities and Exchange Commission under Section
13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required
to be delivered to the Administrative Agent pursuant hereto;

         (c) promptly after execution thereof, copies of Material Agreements and
any material amendment thereto; provided that if any such agreement or amendment
is available on-line through EDGAR, the Borrower shall not be obligated to
furnish copies thereof; and

         (d) promptly, such additional information regarding the business,
financial or corporate affairs of any Loan Party as the Administrative Agent, at
the request of any Lender, may from time to time reasonably request.

         6.03 Notices. Promptly notify the Administrative Agent and each Lender:

         (a) of the occurrence of any Default or Event of Default, as soon as
possible but in any event within ten days after the occurrence thereof;

         (b) of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including any of the following events if
such has resulted or could reasonably be expected to result in a Material
Adverse Effect: (i) breach or non-performance of, or any default under, a
Contractual Obligation of any Loan Party; (ii) any litigation, investigation by
or required by a Governmental Authority, proceeding or suspension between any
Loan Party and any Governmental Authority; (iii) any litigation, investigation
or proceeding involving any Loan Party related to any Environmental Law;

         (c) of any litigation, investigation or proceeding known to and
affecting the Borrower or any Borrower Affiliate in which (i) the amount
involved exceeds (individually or collectively) $15,000,000,

                                       46

<PAGE>


or (ii) injunctive relief or similar relief is sought, which could be reasonably
expected to have a Material Adverse Effect; and

         (d) of any announcement by Moody's or S&P of any change or possible
change in a Debt Rating of the MLP.

         In addition, the Borrower and the MLP shall exercise reasonable efforts
to promptly notify the Administrative Agent of any material change in accounting
policies or financial reporting practices by the Borrower or the MLP.

         Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto. Each notice pursuant to Section
6.03(a) shall describe with particularity any and all provisions of this
Agreement or other Loan Document that have been breached.

         6.04 Payment of Obligations. Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets and (b) all lawful claims which, if unpaid, would by law
become a Lien upon its property, except, in the case of Clause (a) or (b), where
(x) the validity thereof are being contested in good faith by appropriate
proceedings, (y) adequate reserves in accordance with GAAP are being maintained
by the appropriate Loan Party, and (z) the failure to make such payment pending
such contest could not reasonably be expected to result in a Material Adverse
Effect.

         6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain
in full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization, except in a transaction permitted by
Sections 7.05 and 7.06, (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises material to the conduct of its
business, except in a transaction permitted by Sections 7.05 and 7.06.

         6.06 Maintenance of Assets and Business (a) Maintain all material
licenses, permits, and franchises necessary for the normal business; (b) keep
all of its assets which are useful in and necessary to its business in good
working order and condition (ordinary wear and tear excepted) and make all
necessary repairs thereto and replacements thereof; and (c) do all things
necessary to obtain, renew, extend, and continue in effect all Authorizations
which may at any time and from time to time be necessary for the Borrower and
its Subsidiaries to operate their businesses in compliance with applicable Law;
except where the failure to so maintain, renew, extend, or continue in effect
could not reasonably be expected to have a Material Adverse Effect.

         6.07 Maintenance of Insurance. Maintain insurance with respect to its
properties and business as described in Section 5.09.

         6.08 Compliance with Laws. Comply in all material respects with the
requirements of all Laws (including Environmental Laws) applicable to it or to
its business or property, except in such instances in which (i) such requirement
of Law is being contested in good faith or a bona fide dispute exists with
respect thereto; or (ii) the failure to comply therewith could not be reasonably
expected to have a Material Adverse Effect.

         6.09 Books and Records. Maintain proper books of record and account, in
which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial

                                       47

<PAGE>

transactions and matters involving its assets and business; and (b) maintain
such books of record and account in material conformity with all applicable
requirements of any Governmental Authority having regulatory jurisdiction over
it.

         6.10 Inspection Rights. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, at such reasonable times during normal business hours and as often
as may be reasonably desired, upon reasonable advance notice to the Borrower;
provided, however, that when an Event of Default exists the Administrative Agent
or any Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the expense of the Borrower at any
time during normal business hours and without advance notice.

         6.11 Compliance with ERISA. With respect to each Plan maintained by a
Company, do each of the following: (a) maintain each Plan in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
federal or state Laws, (b) cause each Plan which is qualified under Section
401(a) of the Code to maintain such qualification, and (c) make all required
contributions to any Plan subject to Section 412 of the Code, except to the
extent that noncompliance, with respect to each event listed above, could not be
reasonably expected to have a Material Adverse Effect.

         6.12 Use of Proceeds. Use the proceeds of the Credit Extensions only
(a) for working capital requirements of the Borrower and its Subsidiaries, (b)
to finance Permitted Acquisitions by the Borrower and its Subsidiaries of
Persons or assets subject to compliance with this Agreement, including Sections
7.02 and 7.09, (c) to fund Quarterly Distributions to the extent permitted by
Section 7.07, Section 6.15, and Section 2.01(b), and (d) for other general
company purposes.

         6.13 Guaranties. As an inducement to the Administrative Agent and
Lenders to enter into this Agreement, cause each Subsidiary and the MLP to
execute and deliver to Administrative Agent a Guaranty executed by the
Borrower's Subsidiaries and a Guaranty executed by the MLP, each substantially
in the form and upon the terms of Exhibit E-1 and Exhibit E-2, respectively,
providing for the guaranty of payment and performance of the Obligations. In
addition, promptly after the formation or acquisition of any new entity that is
(or becomes) a Subsidiary, cause such new entity to execute and deliver to
Administrative Agent a Guaranty substantially in the form and upon the terms of
Exhibit E-1, providing for the guaranty of payment and performance of the
Obligations, together with certified copies of such Subsidiary's Organization
Documents and opinions of counsel with respect to such Subsidiary and such
Guaranty, in substantially the forms of Exhibit F-1 and F-2 hereto.

         6.14 Material Agreements. Perform its obligations under the Material
Agreements except where failure to do so could not reasonably be expected to
have a Material Adverse Effect; enforce the obligations of Sunoco contained in
the indemnification provisions of the Omnibus Agreement, and enforce the other
obligations of the Sunoco Contract Parties under the Borrower Operating
Agreements to the same extent as they would enforce similar obligations of
unrelated third parties.

         6.15 Clean Down Period. During each fiscal year in which Distribution
Loans are made, there shall be a period of fifteen (15) consecutive days (the
"Clean Down Period") during which (a) there are no Distribution Loans
outstanding, and (b) no Distribution Loans will be made. The Clean Down Period
for a fiscal year may begin on any date that is after the first Distribution
Loan is made in such fiscal year.

                                       48

<PAGE>

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, or any Loan
or other Obligations shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, each of the MLP and the Borrower agree that they shall
not, nor shall they permit any of their respective Subsidiaries to, directly or
indirectly:

         7.01 Liens. Create, incur, assume or suffer to exist, any Lien upon any
of its property, assets or revenues, whether now owned or hereafter acquired,
other than the following:

         (a) Liens pursuant to any Loan Document;

         (b) Liens existing on the date hereof and listed on Schedule 7.01 and
any renewals or extensions thereof, provided that the property covered thereby
is not increased and any renewal or extension of the obligations secured or
benefited thereby is permitted under this Agreement;

         (c) Liens for taxes not yet due or which are being contested in good
faith and by appropriate proceedings, if adequate reserves with respect thereto
are maintained on the books of the applicable Person in accordance with GAAP;

         (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's
or other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 30 days or which are being contested in good
faith and by appropriate proceedings, if adequate reserves with respect thereto
are maintained on the books of the applicable Person;

         (e) pledges or deposits in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other social
security legislation, other than any Lien imposed by ERISA;

         (f) deposits to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature, in each case
incurred in the ordinary course of business;

         (g) easements, rights-of-way, restrictions and other similar
encumbrances affecting real property which do not in any case materially detract
from the value of the property subject thereto or materially interfere with the
ordinary conduct of the business of the applicable Person;

         (h) judgment Liens not giving rise to an Event of Default;

         (i) any Lien existing on any property or asset of any Person that
becomes a Subsidiary of the Borrower after the date hereof prior to the time
such Person becomes a Subsidiary; provided that (i) such Lien is not created in
contemplation of or in connection with such Person becoming a Subsidiary, (ii)
such Lien shall not apply to any other property or assets of the Borrower or any
Subsidiary, (iii) such Lien shall secure only those obligations which it secures
on the date such Person becomes a Subsidiary and any renewals, extensions and
modifications (but not increases) thereof, (iv) the aggregate amount of
indebtedness secured by Liens permitted by this subsection shall not at any time
exceed the Incremental EBITDA of the acquired entity, and (v) the Borrower shall
demonstrate pro forma compliance with this Section 7.01(i) at the closing of
such acquisition; and

                                       49

<PAGE>

         (j) other Liens on assets of the Borrower or its Subsidiaries, not to
exceed at any time $20,000,000 in the aggregate.

         7.02 Investments. Make or own any Investments, except:

         (a) Investments other than those permitted by subsections (b) through
(g) of this Section 7.02 existing on the date hereof and listed in Section (c)
of Schedule 5.12;

         (b) Permitted Investments;

         (c) Investments by the MLP in the Borrower and the General Partner;

         (d) Investments by the Borrower and its Subsidiaries in the Borrower or
in any Subsidiary of the Borrower that, prior to such Investment, is a
Guarantor;

         (e) trade accounts receivable which are for goods furnished or services
rendered in the ordinary course of business;

         (f) Permitted Acquisitions by the Borrower or its Subsidiaries; and

         (g) Deposits of net cash receipts and cash disbursements pursuant to
the Treasury Services Agreement.

         7.03 Hedging Agreements. Enter into any Swap Contracts other than in
the ordinary course of business for the purpose of directly mitigating risks to
which the Borrower or its Subsidiaries are exposed in the conduct of their
business and not for purposes of speculation.

         7.04 Indebtedness of Subsidiaries.

         Permit any Subsidiary of the Borrower to create, incur or assume any
Indebtedness except:

         (a) Guaranty Obligations under a Guaranty executed pursuant to this
Agreement;

         (b) Guaranty Obligations in respect of Indebtedness of the Borrower to
the extent such Indebtedness of the Borrower is permitted by this Agreement; and

         (c) additional Indebtedness of Subsidiaries of the Borrower provided
that, (i) both before and after such Indebtedness is created, incurred or
assumed, no Default or Event of Default shall exist, and (ii) the principal
amount of such Indebtedness shall not exceed at any time an amount equal to 0.5
times Consolidated EBITDA for the most recent four fiscal quarters.

         7.05 Fundamental Changes. Merge, consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that, so long
as no Default or Event of Default exists or would result therefrom:

         (a) mergers and consolidations constituting Permitted Acquisitions are
permitted, provided that in any merger or consolidation involving the Borrower,
the Borrower is the surviving entity;

         (b) any Subsidiary may merge with (i) the Borrower, provided that the
Borrower shall be the continuing or surviving Person, or (ii) any one or more
Subsidiaries, provided that when any Wholly-

                                       50

<PAGE>


Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary
shall be the continuing or surviving Person; and

         (c) any Subsidiary may sell all or substantially all of its assets
(upon voluntary liquidation or otherwise), to the Borrower or to another
Subsidiary; provided that if the seller in such a transaction is a wholly-owned
Subsidiary, then the purchaser must also be a wholly-owned Subsidiary.

         7.06 Dispositions.

         (a) Make any Disposition or enter into any agreement to make any
Disposition, except:

                  (i) Dispositions by the Borrower or its Subsidiaries of
         inventory in the ordinary course of business;

                  (ii) Dispositions of property by any Subsidiary to the
         Borrower or to a Wholly-Owned Subsidiary;

                  (iii) Dispositions by the General Partner to the MLP;

                  (iv) Dispositions of property in the ordinary course of
         business, provided that if a prepayment is required by Section
         2.04(b)(ii), the Borrower shall make such prepayment in accordance with
         such Section; and

                  (v) if no Default or Event of Default then exists or arises as
         a result thereof, Dispositions for fair market value for cash, provided
         that if a prepayment is required by Section 2.04(b)(i), the Borrower
         shall make such prepayment in accordance with such Section.

         (b) Make any Dispositions or take any other action if after such
Disposition or other action Borrower fails to own, directly or indirectly, all
of the ownership interests in, and to control the management of, Sunoco Partners
Marketing & Terminals and Sunoco Pipeline.

         7.07 Restricted Payments; Distributions and Redemptions. Declare or
make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except that:

                  (a) each Subsidiary may make Restricted Payments to the
         Borrower and to Wholly-Owned Subsidiaries of the Borrower;

                  (b) the Borrower may declare and make Quarterly Distributions
         of Available Cash as defined in the Partnership Agreement (Borrower)
         and the Borrower may redeem or repurchase its partner interests to the
         extent such Quarterly Distributions, redemptions and repurchases in any
         fiscal quarter do not exceed in the aggregate Available Cash as defined
         in the Partnership Agreement (Borrower) for the immediately preceding
         fiscal quarter and are made in accordance with the Partnership
         Agreement (Borrower); provided, that at the time each such Quarterly
         Distribution, redemption or repurchase is made no Default or Event of
         Default exists or would result therefrom; and

                  (c) the MLP may declare and make Quarterly Distributions of
         Available Cash as defined in the Partnership Agreement (MLP) and the
         MLP may redeem or repurchase its limited partnership units to the
         extent such Quarterly Distributions, redemptions and repurchases in any

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<PAGE>


         fiscal quarter do not exceed, in the aggregate Available Cash as
         defined in the Partnership Agreement (MLP) for the immediately
         preceding fiscal quarter and are made in accordance with the
         Partnership Agreement (MLP); provided, that at the time each such
         Quarterly Distribution, redemption or repurchase is made no Default or
         Event of Default exists or would result therefrom.

         7.08 ERISA. At any time engage in a transaction which could be subject
to Section 4069 or 4212(c) of ERISA, or permit any Plan maintained by a Company
to (a) engage in any non-exempt "prohibited transaction" (as defined in Section
4975 of the Code); (b) fail to comply with ERISA or any other applicable Laws;
or (c) incur any material "accumulated funding deficiency" (as defined in
Section 302 of ERISA), which, with respect to each event listed above, could be
reasonably expected to have a Material Adverse Effect.

         7.09 Nature of Business; Capital Expenditures. Engage in any line of
business other than Present and Related Businesses, or make any Capital
Expenditures except in connection with Present and Related Businesses.

         7.10 Transactions with Affiliates. Sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) in the ordinary course of business at prices and on terms
and conditions not less favorable to the MLP, the Borrower or such Subsidiary,
as applicable, than could be obtained on an arm's length basis from unrelated
third parties, (b) transactions between or among the Borrower and its wholly
owned Subsidiaries not involving any other Affiliate, and (c) any Restricted
Payment permitted by Section 7.07.

         7.11 Burdensome Agreements. Enter into any Contractual Obligation that
limits the ability of any Subsidiary to make Restricted Payments to the Borrower
or to otherwise transfer property to the Borrower.

         7.12 Use of Proceeds. Use the proceeds of any Loan for purposes other
than those permitted by Section 6.12, or use the proceeds of any Loan, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the Board)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose.

         7.13 Material Agreements. Permit any amendment to any Material
Agreement or the Partnership Agreement (MLP) if such amendment could reasonably
be expected to materially adversely affect the Lenders; permit any assignment of
any Material Agreement if such assignment could reasonably be expected to
materially adversely affect the Lenders; or permit any Unauthorized Assignment
of any Borrower Operating Agreement.

         7.14 Financial Covenants. (a) Interest Coverage Ratio. Permit the
Interest Coverage Ratio as of the end of any fiscal quarter to be less than the
ratio of 3.5 to 1.0.

         (b) Leverage Ratio. Permit the Leverage Ratio at any time to be greater
than the ratio of 4.0 to 1.0.

         (c) Pro Forma Adjustments for Asset Acquisitions. For purposes of
determining compliance with this Section 7.14:

                                       52

<PAGE>


                  (i) Consolidated EBITDA shall be calculated after giving
         effect, on a pro forma basis for the four consecutive fiscal quarters
         most recently completed, to any asset acquisitions (an "Asset
         Acquisition") occurring during the period commencing on the first day
         of such period to and including the date of determination (herein
         called the "Reference Period"), as if such Asset Acquisition occurred
         on the first day of the Reference Period (an Asset Acquisition includes
         an asset acquisition that gives rise to the need to calculate
         compliance hereunder as a result of a Company incurring or assuming
         Indebtedness in connection with such asset acquisition); and

                  (ii) If, in connection with an Asset Acquisition during any
         Reference Period, any Indebtedness is incurred or assumed by the MLP or
         any Subsidiary, then Consolidated Interest Charges shall be calculated,
         on a pro forma basis for the four quarters most recently completed, as
         if such Indebtedness had been incurred on the first day of the
         Reference Period.

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

         8.01 Events of Default. Any of the following shall constitute an Event
of Default:

         (a) Non-Payment. The Borrower fails to pay (i) when and as required to
             -----------
be paid herein, any amount of principal of any Loan or any L/C Obligation or
(ii) within three Business Days after the same becomes due, any interest on any
Loan, any L/C Obligation, any commitment or other fee due hereunder, or any
other amount payable hereunder or under any other Loan Document; or

         (b) Specific Covenants. The Borrower fails to perform or observe any
             ------------------
term, covenant or agreement contained in any of Section 6.03(a), 6.05 (with
respect to the Borrower's existence), 6.12, 6.13 or Article VII;

         (c) Other Defaults. Any Loan Party fails to perform or observe any
             --------------
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 calendar days after the earlier of the date notice
thereof shall have been given to the Borrower by the Administrative Agent or any
Lender or the date the Borrower has knowledge of such failure; or

         (d) Representations and Warranties. Any representation or warranty made
             ------------------------------
or deemed made by the Borrower or any other Loan Party herein, in any other Loan
Document, or in any document delivered in connection herewith or therewith
proves to have been incorrect in any material respect when made or deemed made;
or

         (e) Cross-Default. (i) The Borrower or any Borrower Affiliate (A) fails
             -------------
to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness,
Guaranty Obligation or Synthetic Lease Obligation having an aggregate principal
amount (or, in the case of a Synthetic Lease Obligation, Attributable Principal)
(including undrawn or available amounts and including amounts owing to all
creditors under any combined or syndicated credit arrangement) of more than
(individually or collectively) $10,000,000, or (B) fails to observe or perform
any other agreement or condition relating to any such Indebtedness, Guaranty
Obligation or Synthetic Lease Obligation or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event occurs,
the effect of which default or other event is to cause, or to permit the holder
or holders of such Indebtedness, the lessor under such Synthetic

                                       53

<PAGE>


Lease Obligation or the beneficiary or beneficiaries of such Guaranty Obligation
(or a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such
Indebtedness or Synthetic Lease Obligation to be demanded or to become due or to
be repurchased or redeemed (automatically or otherwise) prior to its stated
maturity, or such Guaranty Obligation to become payable or cash collateral in
respect thereof to be demanded; or (ii) (A) there occurs under any Swap Contract
an Early Termination Date (as defined in such Swap Contract) resulting from any
event of default under such Swap Contract as to which the Borrower or any
Borrower Affiliate is the Defaulting Party (as defined in such Swap Contract)
and the Swap Termination Value owed by the Borrower or any Borrower Affiliate as
a result thereof is greater than (individually or collectively) $10,000,000, or
(B) there occurs under any Swap Contract an Early Termination Date (as defined
in such Swap Contract) resulting from any Termination Event (as so defined)
under such Swap Contract as to which the Borrower or any Borrower Affiliate is
an Affected Party (as so defined) and the Swap Termination Value owed by the
Borrower and Borrower Affiliate as a result thereof is greater than
(individually or collectively) $10,000,000 and such amount is not paid when due
under such Swap Contract; or

         (f) Insolvency Proceedings, Etc. (i) The Borrower or any Borrower
             ---------------------------
Affiliate institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property or takes any action to effect any of the
foregoing; or (ii) any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent
of such Person and the appointment continues undischarged or unstayed for 60
calendar days; or (iii) any proceeding under any Debtor Relief Law relating to
any such Person or to all or any part of its property is instituted without the
consent of such Person and continues undismissed or unstayed for 60 calendar
days, or an order for relief is entered in any such proceeding; or

         (g) Inability to Pay Debts; Attachment. (i) The Borrower or any
             ----------------------------------
Borrower Affiliate becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due, or (ii) any writ or warrant of
attachment or execution or similar process is issued or levied against property
which is a material part of the property of the Borrower and its Subsidiaries
taken as a whole, and is not released, vacated or fully bonded within 45 days
after its issue or levy; or

         (h) Judgments. There is entered against the Borrower, any other Loan
             ---------
Party, or the General Partner (i) a final judgment or order for the payment of
money in an aggregate amount exceeding (individually or collectively)
$20,000,000 (to the extent not covered by third-party insurance as to which the
insurer does not dispute coverage), or (ii) any non-monetary final judgment that
has a Material Adverse Effect and, in either case, (A) enforcement proceedings
are commenced by any creditor upon such judgment or order, or (B) there is a
period of 30 consecutive days during which a stay of enforcement of such
judgment, by reason of a pending appeal or otherwise, is not in effect; or

         (i) ERISA. (i) If the Borrower or any ERISA Affiliate maintains any
             -----
Pension Plan or any Multiemployer Plan, an ERISA Event occurs with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably be
expected to result in liability of the Borrower or any Subsidiary under Title IV
of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
amount in excess of $15,000,000, or (ii) if there is any Multiemployer Plan, the
Borrower or any ERISA Affiliate fails to pay when due, after the expiration of
any applicable grace period, any installment payment with respect to its
withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in
an aggregate amount in excess of $15,000,000; or

                                       54

<PAGE>

         (j) Invalidity of Loan Documents. Any Loan Document, at any time after
             ----------------------------
its execution and delivery and for any reason other than the agreement of all
the Lenders or termination of all Commitments and all Letters of Credit and
satisfaction in full of all the Obligations, ceases to be in full force and
effect, or is declared by a court of competent jurisdiction to be null and void,
invalid or unenforceable in any material respect; or any Loan Party denies that
it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any Loan Document; or

         (k) Change of Control. There occurs any Change of Control;
             -----------------

         (l) Dissolution. Any Loan Party shall dissolve, liquidate, or otherwise
             -----------
terminate its existence, except as permitted in Section 7.05;

         (m) Material Agreements. (i) Termination or Unauthorized Assignment of
             -------------------
any Borrower Operating Agreement; (ii) termination of any other Material
Agreement if such termination could reasonably be expected to have a Material
Adverse Effect; (iii) termination by Sunoco of Article II of the Omnibus
Agreement pursuant to Section 9.4 of the Omnibus Agreement; (iv) default by the
Borrower or any of its Subsidiaries or by any Sunoco Contract Party under any
Material Agreement if such default could reasonably be expected to have a
Material Adverse Effect; or

         (n) Sale of Certain Assets by Sunoco. The sale by a Sunoco Contract
             --------------------------------
Party of a material portion of its Refinery Assets or other assets related to
any of the Material Agreements between such Sunoco Contract Party and the
Borrower or the Borrower's Subsidiaries, unless the purchaser thereof has an
Investment Grade Rating and has fully assumed the rights and obligations of such
Sunoco Contract Party under such agreements in respect of the assets sold.

         8.02 Remedies Upon Event of Default. If any Event of Default occurs,
the Administrative Agent shall, at the request of, or may, with the consent of,
the Required Lenders:

         (a) declare the commitment of each Lender to make Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligations shall be terminated;

         (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest, notice of intent to accelerate, notice of
acceleration or other notice of any kind, all of which are hereby expressly
waived by the Borrower;

         (c) declare that an amount equal to the then Outstanding Amount of all
L/C Obligations be immediately due and payable by the Borrower, without
presentment, demand, protest, notice of intent to accelerate, notice of
acceleration or other notice of any kind, all of which are hereby expressly
waived by the Borrower, and require that the Borrower deliver such payments to
the Administrative Agent to Cash Collateralize the L/C Obligations (in an amount
equal to the then Outstanding Amount thereof); and

         (d) exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan Documents or applicable
law;

provided, however, that upon the occurrence of any event specified in subsection
(f) of Section 8.01, the obligation of each Lender to make Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions shall automatically
terminate, the unpaid principal amount of all outstanding Loans and all

                                       55

<PAGE>


interest and other amounts as aforesaid shall automatically become due and
payable, and an amount equal to the then Outstanding Amount of all L/C
Obligations shall be deemed to be forthwith due and owing by the Borrower to the
Issuing Bank and the Lenders as of the date of such occurrence and the
Borrower's obligation to pay such amounts shall be absolute and unconditional,
without regard to whether any beneficiary of any such Letter of Credit has
attempted to draw down all or a portion of such amount under the terms of a
Letter of Credit and, to the fullest extent permitted by applicable law, shall
not be subject to any defense or be affected by a right of set-off, counterclaim
or recoupment which the Borrower may now or hereafter have against any such
beneficiary, the Issuing Bank, the Administrative Agent, the Lenders or any
other Person for any reason whatsoever. Such payments shall be delivered to and
held by the Administrative Agent as cash collateral securing the L/C Obligations
pursuant to the Cash Collateral Agreement.

                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

         9.01 Appointment and Authorization of Administrative Agent. (a) Each
Lender hereby irrevocably (subject to Section 9.09) appoints, designates and
authorizes the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and each other Loan Document and to exercise such
powers and perform such duties as are expressly delegated to it by the terms of
this Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

         (b) The L/C Issuer shall act on behalf of the Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith until
such time (and except for so long) as the Administrative Agent may agree at the
request of the Required Lenders to act for the L/C Issuer with respect thereto;
provided, however, that the L/C Issuer shall have all of the benefits and
immunities (i) provided to the Administrative Agent in this Article IX with
respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and the
application and agreements for letters of credit pertaining to the Letters of
Credit as fully as if the term "Administrative Agent" as used in this Article IX
included the L/C Issuer with respect to such acts or omissions, and (ii) as
additionally provided herein with respect to the L/C Issuer.

         9.02 Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and
other consultants or experts concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.

                                       56

<PAGE>

         9.03 Liability of Administrative Agent. No Agent-Related Person shall
(a) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by any Loan Party or any officer
thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or for any failure
of any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Loan Party or any Affiliate thereof.

         9.04 Reliance by Administrative Agent. (a) The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, communication, signature, resolution, representation, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to any Loan
Party), independent accountants and other experts selected by the Administrative
Agent. The Administrative Agent shall be fully justified in failing or refusing
to take any action under any Loan Document unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate and, if it
so requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or
consent of the Required Lenders or all the Lenders, if required hereunder, and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders and participants. Where this Agreement expressly
permits or prohibits an action unless the Required Lenders otherwise determine,
the Administrative Agent shall, and in all other instances, the Administrative
Agent may, but shall not be required to, initiate any solicitation for the
consent or a vote of the Lenders.

         (b) For purposes of determining compliance with the conditions
specified in Section 4.01, each Lender that has funded its Pro Rata Share of the
Borrowing(s) on the Conditions Effective Date (or, if there is no Borrowing made
on such date, each Lender other than Lenders who gave written objection to the
Administrative Agent prior to such date) shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
either sent by the Administrative Agent to such Lender for consent, approval,
acceptance or satisfaction, or required hereunder to be consented to or approved
by or acceptable or satisfactory to a Lender.

         9.05 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender
or the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
Article VIII; provided, however,

                                       57

<PAGE>


that unless and until the Administrative Agent has received any such direction,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Lenders.

         9.06 Credit Decision; Disclosure of Information by Administrative
Agent. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereinafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Loan Parties. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent herein, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.

         9.07 Indemnification of Administrative Agent. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person and each Syndication Agent-Related Person
(to the extent not reimbursed by or on behalf of any Loan Party and without
limiting the obligation of any Loan Party to do so), pro rata, and hold harmless
each Agent-Related Person and each Syndication Agent-Related Person from and
against any and all Indemnified Liabilities incurred by it; provided, however,
that no Lender shall be liable for the payment to any Agent-Related Person or
any Syndication Agent-Related Person of any portion of such Indemnified
Liabilities resulting from such Person's gross negligence or willful misconduct;
provided, however, that no action taken in accordance with the directions of the
Required Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. Without limitation of the foregoing,
each Lender shall reimburse the Administrative Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including Attorney Costs) incurred
by the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrower. The undertaking in this Section shall survive
termination of the Commitments, the payment of all Obligations hereunder and the
resignation or replacement of the Administrative Agent.

         9.08 Administrative Agent in its Individual Capacity. Bank of America
and its Affiliates may make loans to, accept deposits from, acquire equity
interests in and generally engage in any kind of

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<PAGE>

banking, trust, financial advisory, underwriting or other business with each of
the Loan Parties and their respective Affiliates as though Bank of America were
not the Administrative Agent or the L/C Issuer hereunder and without notice to
or consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, Bank of America or its Affiliates may receive information regarding
any Loan Party or its Affiliates (including information that may be subject to
confidentiality obligations in favor of such Loan Party or such Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them. With respect to its Loans, Bank of America
shall have the same rights and powers under this Agreement as any other Lender
and may exercise such rights and powers as though it were not the Administrative
Agent or the L/C Issuer, and the terms "Lender" and "Lenders" include Bank of
America in its individual capacity.

         9.09 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders and the
Borrower. If the Administrative Agent resigns under this Agreement, the Required
Lenders shall appoint from among the Lenders a successor administrative agent
for the Lenders which successor administrative agent shall be consented to by
the Borrower at all times other than during the existence of an Event of Default
(which consent of the Borrower shall not be unreasonably withheld or delayed).
If no successor administrative agent is appointed prior to the effective date of
the resignation of the Administrative Agent, the Administrative Agent may
appoint, after consulting with the Lenders and the Borrower, a successor
administrative agent from among the Lenders. Upon the acceptance of its
appointment as successor administrative agent hereunder, such successor
administrative agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term "Administrative Agent" shall mean
such successor administrative agent and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article IX and Sections 10.03 and
10.13 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement. If no successor
administrative agent has accepted appointment as Administrative Agent by the
date which is 30 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.

         9.10 Other Agents; Lead Managers. None of the Lenders or other Persons
identified on the facing page or signature pages of this Agreement as a
"syndication agent," as a "documentation agent," any other type of agent (other
than the Administrative Agent), "joint lead arranger," "joint book manager" or
"lead manager" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the foregoing, none of the Lenders so
identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders so identified in deciding to enter into this Agreement or in
taking or not taking action hereunder.

                                   ARTICLE X.
                                 MISCELLANEOUS

         10.01 Amendments, Etc. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Borrower or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the Borrower or the applicable Loan Party, as
the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for

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which given; provided, however, that no such amendment, waiver or consent shall,
unless in writing and signed by each of the Lenders directly affected thereby
and by the Borrower, and acknowledged by the Administrative Agent, do any of the
following:

                  (a) extend or increase the Commitment of any Lender (or
         reinstate any Commitment terminated pursuant to Section 8.02);

                  (b) postpone any date fixed by this Agreement or any other
         Loan Document for any payment or mandatory prepayment of principal,
         interest, fees or other amounts due to the Lenders (or any of them)
         hereunder or under any other Loan Document;

                  (c) reduce the principal of, or the rate of interest specified
         herein on, any Loan or L/C Borrowing or (subject to clause (B) of the
         proviso below) any fees or other amounts payable hereunder or under any
         other Loan Document, provided, however, that only the consent of the
         Required Lenders shall be necessary to amend the definition of "Default
         Rate" or to waive any obligation of the Borrower to pay interest at the
         Default Rate;

                  (d) change the percentage of the Aggregate Commitments or of
         the aggregate unpaid principal amount of the Loans and L/C Obligations
         which is required for the Lenders or any of them to take any action
         hereunder;

                  (e) change the Pro Rata Share of any Lender;

                  (f) Release any Guarantor from a Guaranty; or

                  (g) amend this Section, or Section 2.12, or any provision
         herein providing for unanimous consent or other action by all the
         Lenders;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Required Lenders or all
the Lenders, as the case may be, affect the rights or duties of the L/C Issuer
under this Agreement or any Letter of Credit Application relating to any Letter
of Credit issued or to be issued by it; (ii) no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition to
the Required Lenders or all the Lenders, as the case may be, affect the rights
or duties of the Administrative Agent under this Agreement or any other Loan
Document; and (iii) the Agent/Arranger Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, any Lender that has failed to
fund any portion of the Loans or participations in L/C Obligations required to
be funded by it hereunder shall not have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that the Pro Rata Share of such
Lender may not be increased without the consent of such Lender.

         10.02 Notices and Other Communications; Facsimile Copies.

         (a) General. Unless otherwise expressly provided herein, all notices
             -------
and other communications provided for hereunder and under the other Loan
Documents shall be in writing (including by facsimile transmission) and mailed,
faxed or delivered, to the address, facsimile number or (subject to subsection
(c) below) electronic mail address specified for notices on Schedule 10.02 (for
the Borrower, any Guarantor and the Administrative Agent) or on the
Administrative Details Form (for the other Lenders); or, in the case of the
Borrower, the Guarantors the Administrative Agent, or the L/C Issuer, to such
other address as shall be designated by such party in a notice to the other
parties, and in

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the case of any other party, to such other address as shall be designated by
such party in a notice to the Borrower, the Administrative Agent, and the L/C
Issuer. All such notices and other communications shall be deemed to be given or
made upon the earlier to occur of (i) actual receipt by the intended recipient
and (ii) (A) if delivered by hand or by courier, when signed for by the intended
recipient; (B) if delivered by mail, four Business Days after deposit in the
mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has
been confirmed by telephone; and (D) if delivered by electronic mail (which form
of delivery is subject to the provisions of subsection (c) below), when
delivered; provided, however, that notices and other communications to the
Administrative Agent or the L/C Issuer pursuant to Article II shall not be
effective until actually received by such Person. Any notice or other
communication permitted to be given, made or confirmed by telephone hereunder
shall be given, made or confirmed by means of a telephone call to the intended
recipient at the number specified in accordance with this Section, it being
understood and agreed that a voicemail message shall in no event be effective as
a notice, communication or confirmation hereunder.

         (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents
             ---------------------------------------------------
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

         (c) Limited Use of Electronic Mail. Electronic mail and internet and
             ------------------------------
intranet websites may be used only to distribute routine communications, such as
financial statements and other information, and to distribute Loan Documents for
execution by the parties thereto, and shall not be recognized hereunder for any
other purpose.

         (d) Reliance by Administrative Agent and Lenders. The Administrative
             --------------------------------------------
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Borrowing Notices) purportedly given by or on behalf of
the Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. The Borrower shall indemnify
each Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

         10.03 No Waiver; Cumulative Remedies. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein or therein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

         10.04 Attorney Costs; Expenses and Taxes. The Borrower agrees (a) to
pay or reimburse the Administrative Agent for all reasonable costs and expenses
incurred in connection with the preparation, negotiation, syndication,
administration and execution of this Agreement and the other Loan Documents and
any amendment, waiver, consent or other modification of the provisions hereof
and thereof (whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and

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administration of the transactions contemplated hereby and thereby, including
all Attorney Costs, and (b) to pay or reimburse the Administrative Agent and
each Lender for all costs and expenses incurred in connection with the
enforcement, attempted enforcement, or preservation of any rights or remedies
under this Agreement or the other Loan Documents (including all such costs and
expenses incurred during any workout or restructuring in respect of the
Obligations and during any legal proceeding, including any proceeding under any
Debtor Relief Law), including all Attorney Costs. The foregoing costs and
expenses shall include all other out-of-pocket expenses incurred by the
Administrative Agent and the cost of independent public accountants and other
outside experts retained by the Administrative Agent or any Lender. The
agreements in this Section shall survive the termination of the Commitments and
repayment of all the other Obligations.

         10.05 Indemnification. Whether or not the transactions contemplated
hereby are consummated, each of the Borrower, the MLP and each other Guarantor
(by execution of a Guaranty), jointly and severally, agrees to indemnify, save
and hold harmless each Agent-Related Person, each Syndication Agent-Related
Person, each Arranger, each Lender, the L/C Issuer and their respective
Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact (collectively the "Indemnitees") from and against: (a) any and
all claims, demands, actions or causes of action that are asserted against any
Indemnitee by any Person (other than the Administrative Agent or any Lender)
relating directly or indirectly to a claim, demand, action or cause of action
that such Person asserts or may assert against any Loan Party, any Affiliate of
any Loan Party or any of their respective officers or directors, arising out of
or relating to, the Loan Documents, the Commitments, the use or contemplated use
of the proceeds of any Loans, or the relationship of any Loan Party, the
Administrative Agent, the Lenders and the L/C Issuer under this Agreement or any
other Loan Document; (b) any and all claims, demands, actions or causes of
action that may at any time (including at any time following repayment of the
Obligations and the resignation of the Administrative Agent or the replacement
of any Lender) be asserted or imposed against any Indemnitee, arising out of or
relating to, the Loan Documents, the Commitments, the use or contemplated use of
the proceeds of any Loans, or the relationship of any Loan Party, the
Administrative Agent, the Lenders and the L/C Issuer under this Agreement or any
other Loan Document; (c) without limiting the foregoing, any and all claims,
demands, actions or causes of action that are asserted or imposed against any
Indemnitee, (i) under the application of any Environmental Law applicable to the
Borrower or any of its Subsidiaries or any of their properties or assets,
including the treatment or disposal of Hazardous Substances on any of their
properties or assets, (ii) as a result of the breach or non-compliance by the
Borrower or any Subsidiary with any Environmental Law applicable to the Borrower
or any Subsidiary, (iii) due to past ownership by the Borrower or any Subsidiary
of any of their properties or assets or past activity on any of their properties
or assets which, though lawful and fully permissible at the time, could result
in present liability, (iv) due to the presence, use, storage, treatment or
disposal of Hazardous Substances on or under, or the escape, seepage, leakage,
spillage, discharge, emission or release from, any of the properties owned or
operated by the Borrower or any Subsidiary (including any liability asserted or
arising under any Environmental Law), regardless of whether caused by, or within
the control of, the Borrower or such Subsidiary, or (v) due to any other
environmental, health or safety condition in connection with the Loan Documents;
(d) any administrative or investigative proceeding by any Governmental Authority
arising out of or related to a claim, demand, action or cause of action
described in subsection (a), (b) or (c) above; and (e) any and all liabilities
(including liabilities under indemnities), losses, costs or expenses (including
Attorney Costs) that any Indemnitee suffers or incurs as a result of the
assertion of any foregoing claim, demand, action, cause of action or proceeding,
or as a result of the preparation of any defense in connection with any
foregoing claim, demand, action, cause of action or proceeding, in all cases,
WHETHER OR NOT ARISING OUT OF THE STRICT LIABILITY OR NEGLIGENCE OF AN
INDEMNITEE, and whether or not an Indemnitee is a party to such claim, demand,
action, cause of action or proceeding (all the foregoing, collectively, the
"Indemnified Liabilities"); provided that no Indemnitee shall be entitled to

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<PAGE>


indemnification for any claim to the extent caused by its own gross negligence
or willful misconduct. The agreements in this Section shall survive the
termination of the Commitments and repayment of all the other Obligations.

         10.06 Payments Set Aside. To the extent that the Borrower makes a
payment to the Administrative Agent or any Lender, or the Administrative Agent
or any Lender exercises its right of set-off, and such payment or the proceeds
of such set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

         10.07 Successors and Assigns.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

         (b) Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations) at the time owing to it);
provided that (i) except in the case of an assignment of the entire remaining
amount of the assigning Lender's Commitment and the Loans at the time owing to
it or in the case of an assignment to a Lender or an Affiliate of a Lender, the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) of the assigning Lender subject to each such assignment,
determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent, shall not be less than
$1,000,000, unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise consents (each
such consent not to be unreasonably withheld or delayed), (ii) each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender's rights and obligations under this Agreement with respect to
the Loans or the Commitment assigned, and (iii) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, together with a processing and recordation fee of $3,500 (such fee
to be paid by the assignor or the assignee, as may be agreed between them).
Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender's

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<PAGE>


rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 3.07,
10.04 and 10.05). Upon request, the Borrower (at its expense) shall execute and
deliver new or replacement Notes to the assigning Lender and the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with subsection (d) of this Section.

         (c) The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

         (d) Any Lender may, without the consent of, or notice to, the Borrower
or the Administrative Agent, sell participations to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender's participations in L/C Obligations)
owing to it); provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
that would (i) postpone any date upon which any payment of money is scheduled to
be paid to such Participant, (ii) reduce the principal, interest, fees or other
amounts payable to such Participant, or (iii) release any Guarantor from the
Guaranty. Subject to subsection (e) of this Section, the Borrower agrees that
each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and
3.05 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 10.09
as though it were a Lender, provided such Participant agrees to be subject to
Section 2.12 as though it were a Lender.

         (e) A Participant shall not be entitled to receive any greater payment
under Section 3.01 or 3.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 10.15 as though
it were a Lender.

         (f) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (including under its
Notes, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no

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such pledge or assignment shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

         (g) If the consent of the Borrower to an assignment or to an Eligible
Assignee is required hereunder (including a consent to an assignment which does
not meet the minimum assignment threshold specified in clause (i) of the proviso
to the first sentence of Section 10.07(b)), the Borrower shall be deemed to have
given its consent five Business Days after the date notice thereof has been
delivered by the assigning Lender (through the Administrative Agent) unless such
consent is expressly refused by the Borrower prior to such fifth Business Day.

         (h) Notwithstanding anything to the contrary contained herein, if at
any time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, (i) upon 30 days' notice to the
Borrower and the Lenders, resign as L/C Issuer. In the event of any such
resignation as L/C Issuer, the Borrower shall be entitled to appoint from among
the Lenders a successor L/C Issuer hereunder; provided, however, that no failure
by the Borrower to appoint any such successor shall affect the resignation of
Bank of America as L/C Issuer. Bank of America shall retain all the rights and
obligations of the L/C Issuer hereunder with respect to all Letters of Credit
outstanding as of the effective date of its resignation as L/C Issuer and all
L/C Obligations with respect thereto (including the right to require the Lenders
to make Base Rate Loans or fund participations in Unreimbursed Amounts pursuant
to Section 2.02(c)).

         (i) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an
"SPC"), identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Borrower, the option to provide to the
Borrower all or any part of any Loan or L/C Advance that such Granting Lender
would otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to
make any Loan or L/C Advance, (ii) if an SPC elects not to exercise such option
or otherwise fails to provide all or any part of such Loan or L/C Advance in
accordance with and at the times required by this Agreement, the Granting Lender
shall be obligated to make such Loan or L/C Advance pursuant to the terms
hereof, and (iii) each SPC that is a "foreign corporation, partnership or trust"
within the meaning of the Code must comply with the provisions of Section 10.15.
The making of a Loan or L/C Advance by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Loan or
L/C Advance were made by such Granting Lender. An SPC shall not be entitled to
receive any greater payment under Article III than its Granting Lender would
have been entitled to receive with respect to any Loan or L/C Advance made by
such SPC. Each party hereto hereby agrees that no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement (all liability for
which shall remain with the Granting Lender). All voting rights under this
Agreement shall be exercised solely by the Granting Lender and each Granting
Lender shall remain solely responsible to the other parties hereto for its
obligations under this Agreement, including all obligations of a Lender in
respect of Loans and L/C Advances made by its SPC. Each Granting Lender shall
act as administrative agent for its SPC and give and receive notices and other
communications hereunder. Any payments for the account of any SPC shall be paid
to its Granting Lender as administrative agent for such SPC and neither the
Borrower nor the Administrative Agent shall be responsible for any Granting
Lender's application of any such payments. In furtherance of the foregoing, each
party hereto hereby agrees (which agreement shall survive the termination of
this Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior indebtedness
of any SPC, it will not institute against, or join any other person in
instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the United States or any
state thereof. In addition, notwithstanding anything to the contrary contained
in this Section, any SPC may (i) with notice to, but

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without the prior written consent of, the Borrower and the Administrative Agent,
assign all or a portion of its interests in any Loan or L/C Advances to the
Granting Lender or to any financial institutions (consented to by the Borrower
and Administrative Agent) providing liquidity and/or credit support to or for
the account of such SPC to support the funding or maintenance of Loans and L/C
Advances and (ii) disclose on a confidential basis any non-public information
relating to its Loans and L/C Advances to any rating agency, commercial paper
dealer or provider of any surety, guarantee or credit or liquidity enhancement
to such SPC. This section may not be amended without the written consent of each
SPC.

         10.08 Confidentiality. Each Lender agrees that it will not disclose
without the prior consent of the Borrower (other than to directors, officers,
employees, auditors, accountants, counsel or other professional advisors of the
Administrative Agent or any Lender) any information with respect to the Borrower
or its Subsidiaries, which is furnished pursuant to this Agreement and which (i)
the Borrower in good faith considers to be confidential and (ii) is either
clearly marked confidential or is designated by the Borrower to the
Administrative Agent or the Lenders in writing as confidential, provided that
any Lender may disclose any such information (a) as has become generally
available to the public, (b) as may be required or appropriate in any report,
statement or testimony submitted to or required by any municipal, state or
federal regulatory body having or claiming to have jurisdiction over such Lender
or submitted to or required by the Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States of America or
elsewhere) or their successors, (c) as may be required or appropriate in
response to any summons or subpoena in connection with any litigation, (d) in
order to comply with any law, order, regulation or ruling applicable to such
Lender, (e) to any Eligible Assignee of or Participant in, or any prospective
Eligible Assignee of or Participant in, any of its rights or obligations under
this Agreement, provided that such Eligible Assignee or Participant or
prospective Eligible Assignee or Participant executes an agreement containing
provisions substantially similar to those contained in this Section 10.08, (f)
in connection with the exercise of any remedy by such Lender following an Event
of Default pertaining to the Loan Documents, (g) in connection with any
litigation involving such Lender pertaining to the Loan Documents, (h) to any
Lender or the Administrative Agent, or (i) to any Affiliate of any Lender (it
being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such information and instructed to keep
such information confidential).

         10.09 Set-off. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to the Borrower or any other Loan Party, any such notice being
waived by the Borrower (on its own behalf and on behalf of each Loan Party) to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of the respective Loan Parties against any and all Obligations owing
to the Administrative Agent and the Lenders, now or hereafter existing,
irrespective of whether or not the Administrative Agent or such Lender shall
have made demand under this Agreement or any other Loan Document and although
such Obligations may be contingent or unmatured. Each Lender agrees promptly to
notify the Borrower and the Administrative Agent after any such set-off and
application made by such Lender; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application.

         10.10 Interest Rate Limitation. Regardless of any provision contained
in any Loan Document, neither the Administrative Agent nor any Lender shall ever
be entitled to contract for, charge, take, reserve, receive, or apply, as
interest on all or any part of the Obligations, any amount in excess of the
Maximum Rate, and, if any Lender ever does so, then such excess shall be deemed
a partial prepayment of principal and treated hereunder as such and any
remaining excess shall be refunded to the

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Borrower. In determining if the interest paid or payable exceeds the Maximum
Rate, the Borrower and the Lenders shall, to the maximum extent permitted under
applicable Law, (a) treat all Borrowings as but a single extension of credit
(and the Lenders and the Borrower agree that such is the case and that provision
herein for multiple Borrowings is for convenience only), (b) characterize any
nonprincipal payment as an expense, fee, or premium rather than as interest, (c)
exclude voluntary prepayments and the effects thereof, and (d) amortize,
prorate, allocate, and spread the total amount of interest throughout the entire
contemplated term of the Obligations. However, if the Obligations are paid and
performed in full prior to the end of the full contemplated term thereof, and if
the interest received for the actual period of existence thereof exceeds the
Maximum Amount, the Lenders shall refund such excess, and, in such event, the
Lenders shall not, to the extent permitted by Law, be subject to any penalties
provided by any Laws for contracting for, charging, taking, reserving, or
receiving interest in excess of the Maximum Amount. If, contrary to the parties'
intent expressed in Section 10.16(a), the Laws of the State of Texas are
applicable for purposes of determining the "Maximum Rate" or the "Maximum
Amount," then those terms mean the "weekly ceiling" from time to time in effect
under Texas Finance Code ss. 303.305, as amended. The Borrower agrees that
Chapter 346 of the Texas Finance Code, as amended (which regulates certain
revolving credit loan accounts and revolving tri-party accounts), does not apply
to the Obligations.

         10.11 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         10.12 Integration. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.

         10.13 Survival of Representations and Warranties. All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Borrowing, and shall continue
in full force and effect as long as any Loan or any other Obligation shall
remain unpaid or unsatisfied.

         10.14 Severability. Any provision of this Agreement and the other Loan
Documents to which the Borrower is a party that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         10.15 Foreign Lenders. Each Lender that is a "foreign corporation,
partnership or trust" within the meaning of the Code (a "Foreign Lender") shall
deliver to the Administrative Agent, prior to receipt of any payment subject to
withholding under the Code (or after accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto

                                       67

<PAGE>


(relating to such Person and entitling it to an exemption from, or reduction of,
withholding tax on all payments to be made to such Person by the Borrower
pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto
(relating to all payments to be made to such Person by the Borrower pursuant to
this Agreement) or such other evidence satisfactory to the Borrower and the
Administrative Agent that such Person is entitled to an exemption from, or
reduction of, U.S. withholding tax. Thereafter and from time to time, each such
Person shall (a) promptly submit to the Administrative Agent such additional
duly completed and signed copies of one of such forms (or such successor forms
as shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States laws and
regulations to avoid, or such evidence as is satisfactory to the Borrower and
the Administrative Agent of any available exemption from or reduction of, United
States withholding taxes in respect of all payments to be made to such Person by
the Borrower pursuant to this Agreement, (b) promptly notify the Agent of any
change in circumstances which would modify or render invalid any claimed
exemption or reduction, and (c) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to
avoid any requirement of applicable Laws that the Borrower make any deduction or
withholding for taxes from amounts payable to such Person. If such Person fails
to deliver the above forms or other documentation, then the Administrative Agent
may withhold from any interest payment to such Person an amount equivalent to
the applicable withholding tax imposed by Sections 1441 and 1442 of the Code,
without reduction. If any Governmental Authority asserts that the Administrative
Agent did not properly withhold any tax or other amount from payments made in
respect of such Person, such Person shall indemnify the Administrative Agent
therefor, including all penalties and interest, any taxes imposed by any
jurisdiction on the amounts payable to the Agent under this Section, and costs
and expenses (including Attorney Costs) of the Administrative Agent. The
obligation of the Lenders under this Section shall survive the payment of all
Obligations and the resignation or replacement of the Administrative Agent.

         10.16 Governing Law.

         (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, the LAW OF THE STATE OF NEW YORK applicable to agreements made and to be
performed entirely within such State; PROVIDED THAT THE ADMINISTRATIVE Agent AND
                                      --------
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER UNITED STATES FEDERAL LAW.

         (b) EACH COMPANY AND OTHER PARTY HERETO, AND EACH GUARANTOR, BY
EXECUTION OF A GUARANTY, AGREES AS TO THIS SECTION 10.16(b). ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF
MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE
Agent AND EACH LENDER CONSENTS, AND BY EXECUTION OF A GUARANTY, EACH GUARANTOR
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. THE BORROWER, EACH GUARANTOR, THE ADMINISTRATIVE
Agent AND EACH LENDER (1) IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO, AND (2) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING

                                       68

<PAGE>

BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
POSTAGE PREPAID, AT ITS ADDRESS FOR NOTICES DESIGNATED HEREIN. THE BORROWER,
EACH GUARANTOR, THE ADMINISTRATIVE Agent AND EACH LENDER WAIVES PERSONAL SERVICE
OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY THE LAW OF SUCH STATE. THE BORROWER AND EACH GUARANTOR, BY ITS
EXECUTION OF A GUARANTY, AGREES TO DESIGNATE AND MAINTAIN AN AGENT FOR SERVICE
OF PROCESS IN NEW YORK IN CONNECTION WITH ACTIONS AND PROCEEDINGS UNDER THE LOAN
DOCUMENTS AND TO DELIVER TO THE ADMINISTRATIVE AGENT EVIDENCE THEREOF.

         10.17 Waiver of Right to Trial by Jury, Etc. EACH PARTY TO THIS
AGREEMENT AND EACH GUARANTOR, BY EXECUTION OF A GUARANTY, HEREBY (a) EXPRESSLY
AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES TO THE LOAN DOCUMENTS OR
ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE COMPANIES TO THE WAIVER OF THEIR RIGHT TO TRIAL
BY JURY; AND (b) EXPRESSLY AND IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT
PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH ACTION
ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER
THAN, OR IN ADDITION TO, ACTUAL DAMAGES.

         10.18 No General Partner's Liability. The Lenders agree for themselves
and their respective successors and assigns, including any subsequent holder of
any Note, that, for so long as the sole asset of the General Partner is the
general partner interest in the Borrower, any claim against the Borrower which
may arise under any Loan Document shall be made only against and shall be
limited to the assets of the Borrower and the Guarantors, and that no judgment,
order or execution entered in any suit, action or proceeding, whether legal or
equitable, on this Agreement, such Note or any of the other Loan Documents shall
be obtained or enforced against the General Partner or its assets for the
purpose of obtaining satisfaction and payment of such Note, the Indebtedness
evidenced thereby or any claims arising thereunder or under this Agreement or
any other Loan Document, any right to proceed against the General Partner
individually or its respective assets being hereby expressly waived, renounced
and remitted by the Lenders for themselves and their respective successors and
assigns. Nothing in this Section 10.18, however, shall be construed so as to
prevent the Administrative Agent, any Lender or any other holder of any Note
from commencing any action, suit or proceeding with respect to or causing legal
papers to be served upon the General Partner for the purpose of obtaining
jurisdiction over the Borrower.

                                       69

<PAGE>

         10.19 ENTIRE AGREEMENT. This Agreement and the other Loan Documents
represent the final agreement between the parties and may not be contradicted by
evidence of prior, contemporaneous, or subsequent oral agreements of the
parties. There are no unwritten oral agreements between the parties.

               [REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURES
                               BEGIN ON NEXT PAGE]

                                       70

<PAGE>


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

                              SUNOCO LOGISTICS PARTNERS OPERATIONS
                              L.P., as Borrower

                              By:  SUNOCO LOGISTICS PARTNERS GP LLC, its
                                   General Partner

                                   By:
                                      ------------------------------------------
                                   Name:
                                   Title:



                              SUNOCO LOGISTICS PARTNERS L.P., a Delaware
                              limited partnership, as a Guarantor

                              By:  SUNOCO PARTNERS LLC, its General Partner


                                   By:
                                      ------------------------------------------
                                   Name:
                                   Title:




                        [THIS IS A SIGNATURE PAGE TO THE
          SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. CREDIT AGREEMENT]

<PAGE>

                              BANK OF AMERICA, N.A., as Administrative Agent, a
                              Lender and L/C Issuer


                              By:
                                 -----------------------------------------------
                              Name: Ronald E. McKaig
                              Title: Managing Director





                        [THIS IS A SIGNATURE PAGE TO THE
          SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. CREDIT AGREEMENT]

<PAGE>



                              FIRST UNION NATIONAL BANK

                              By:
                                 -----------------------------------------------
                                 Name:
                                 Title:




                        [THIS IS A SIGNATURE PAGE TO THE
          SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. CREDIT AGREEMENT]

<PAGE>



                              CREDIT SUISSE FIRST BOSTON,
                              CAYMAN ISLANDS BRANCH


                              By:
                                 -----------------------------------------------
                                 Name:
                                 Title:



                              By:
                                 -----------------------------------------------
                                 Name:
                                 Title:





                        [THIS IS A SIGNATURE PAGE TO THE
          SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. CREDIT AGREEMENT]

<PAGE>



                              LEHMAN COMMERCIAL PAPER INC.


                              By:
                                 -----------------------------------------------
                                 Name:
                                 Title:




                        [THIS IS A SIGNATURE PAGE TO THE
          SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. CREDIT AGREEMENT]

<PAGE>



                              CITIBANK, N.A.


                              By:
                                 -----------------------------------------------
                                 Name:
                                 Title:




                        [THIS IS A SIGNATURE PAGE TO THE
          SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. CREDIT AGREEMENT]

<PAGE>



                              UBS AG, STAMFORD BRANCH

                              By:
                                 -----------------------------------------------
                                 Name:
                                 Title:



                              By:
                                 -----------------------------------------------
                                 Name:
                                 Title:




                        [THIS IS A SIGNATURE PAGE TO THE
          SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. CREDIT AGREEMENT]

<PAGE>



                                                                   SCHEDULE 2.01

                                   COMMITMENTS

                  Lender                             Commitment
                                                     ----------

Bank of America, N.A.                              $30,000,000

First Union National Bank                          $30,000,000

Credit Suisse First Boston, Cayman                 $25,000,000
Islands Branch

Lehman Commercial Paper Inc.                       $25,000,000

Citibank, N.A.                                     $20,000,000

UBS AG, Stamford Branch                            $20,000,000


                  Total:                          $150,000,000

                                        1

<PAGE>

                                                                   SCHEDULE 5.12

                                  SUBSIDIARIES
                          AND OTHER EQUITY INVESTMENTS

(a)      Subsidiaries as of the Closing Date.
         -----------------------------------

None

(b)      Subsidiaries as of the Conditions Effective Date:
         ------------------------------------------------

<TABLE>
<CAPTION>

                          Name                              Jurisdiction of Organization            Ownership
                          ----                              ----------------------------            ---------
<S>                                                         <C>                             <C>
1.  Sunoco Logistics Partners Operations GP LLC                       Delaware              100% owned by the
                                                                                            Borrower

2.  Sunoco Logistics Partners Marketing & Terminals L.P.               Texas                99.99% limited partner
                                                                                            interest owned by the
                                                                                            Borrower

                                                                                            0.01% general partner
                                                                                            interest owned by Sunoco
                                                                                            Logistics Partners
                                                                                            Operations GP LLC

3.  Sunoco Pipeline L.P.                                               Texas                99.99% limited partner
                                                                                            interest owned by the
                                                                                            Borrower

                                                                                            0.01% general partner
                                                                                            interest owned by Sunoco
                                                                                            Logistics Partners
                                                                                            Operations GP LLC

</TABLE>

(c)      Other Equity Investments
         ------------------------

         [To be provided by Borrower]

                                        1

<PAGE>

                                                                   SCHEDULE 7.01

                                 EXISTING LIENS

         1. Liens on ___________________________________ [to be provided by
Borrower] securing promissory note with a remaining principal balance as of the
Closing Date of approximately $4.75 million, with a maturity date of November
30, 2014. Said promissory note is payable to the order of Ultramar Diamond
Shamrock Corporation; it was executed by ___________________ and the obligations
of _________________ thereunder have been assumed by __________________________.

                                        1

<PAGE>

                                                                  SCHEDULE 10.02

                       ADDRESSES FOR NOTICES TO BORROWER,
                       GUARANTORS AND ADMINISTRATIVE AGENT

ADDRESS FOR NOTICES TO BORROWER
-------------------------------

SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

Ten Penn Center
1801 Market Street
Philadelphia, PA  19103
Attn:  Paul A. Mulholland
Telephone:  (215) 246-8810
Facsimile:  (215) 977-3559
Electronic Mail:  paul_a_mulholland@sunoil.com


ADDRESS FOR NOTICES TO GUARANTORS
---------------------------------

Ten Penn Center
1801 Market Street
Philadelphia, PA  19103
Attn:  Paul A. Mulholland
Telephone:  (215) 246-8810
Facsimile:   (215) 977-3559
Electronic Mail:  paul_a_mulholland@sunoil.com


ADDRESSES FOR BANK OF AMERICA
-----------------------------

Administrative Agent's Office and Bank of America's Lending Office
------------------------------------------------------------------
(for payments and Borrowing Notices):
Bank of America, N.A.
901 Main Street, 14th Floor
Dallas, TX  75202
Attention:  Ben Cosgrove
Telephone:  214-209-9254
Facsimile:  214-290-9439
Electronic Mail:  ben.cosgrove@bankofamerica.com
Account No.:  1292000883
Ref:  Sunoco Logistics Partners
ABA# 111000012

                                        1

<PAGE>

L/C Issuer:
----------
Bank of America, N.A.
231 South LaSalle Street
Chicago, Illinois 60697
Attention:  Riyaz Kaka
Vice President
Telephone:  312-923-5924
Facsimile:  312-987-6828
Electronic Mail:  riyaz.n.kaka@bankofamerica.com


Other Notices to Administrative Agent or to Bank of America as a Lender:
-----------------------------------------------------------------------
Bank of America, N.A.
333 Clay Street, Suite #4550
Houston, TX  77002
Attention:  Ronald E. McKaig, Managing Director
Telephone:  713-651-4881
Facsimile:  713-651-4841
Electronic Mail:  ronald.e.mckaig@bankofamerica.com

                                        2

<PAGE>

                                                                     EXHIBIT A-1


                            FORM OF BORROWING NOTICE

                                                       Date:  ___________, _____

To:      Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of January
11, 2002 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Sunoco Logistics Partners Operations L.P., a
Delaware limited partnership, Sunoco Logistics Partners L.P., a Delaware limited
partnership, the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent.

         1. The undersigned hereby requests the following Type of Loan and
         applicable Dollar amount:

                  (a)      Base Rate Loan for $________________________.

                  (b)      Eurodollar Rate Loan with Interest Period of:

                           (i)     one month for              $_______________
                           (ii)    two months for             $_______________
                           (iii)   three months for           $_______________
                           (iv)    six months for             $_______________


         2. Requested date of Borrowing: _________________, 200_.

         3. Purpose of Loan:

         ___ To fund Quarterly Distributions (Section 6.12(c) of the Agreement)
         ___ Other

         4. If the Loan is for the purpose of funding Quarterly Distributions:

            (a) Total outstanding amount of Distribution Loans: $_______________

            (b) Amount of Distribution Loan requested: $________________

            (c) Total of lines 4.(a) plus 4.(b): $________________
            (must be not be greater than $20,000,000)



                                   Exhibit A-1
                                     Page 1
                            Form of Borrowing Notice

<PAGE>


         The undersigned hereby certifies that the following statements will be
true on the date of the proposed Borrowing(s) after giving effect thereto and to
the application of the proceeds therefrom:

                  (a) the representations and warranties of the Borrower
contained in Article V of the Agreement are true and correct as though made on
and as of such date (except such representations and warranties which expressly
refer to an earlier date, which are true and correct as of such earlier date);
and

                  (b) no Default or Event of Default has occurred and is
continuing, or would result from such proposed Borrowing(s).

         The Borrowing requested herein complies with Sections 2.01, and 2.03 of
the Agreement, as applicable.

                                      SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

                                      By   Sunoco Logistics Partners GP LLC, its
                                           General Partner

                                      By:
                                           -------------------------------------
                                      Name:
                                             -----------------------------------
                                      Title:
                                              ----------------------------------



                                   Exhibit A-1
                                     Page 2
                            Form of Borrowing Notice

<PAGE>


                                                                     EXHIBIT A-2

                     FORM OF CONVERSION/CONTINUATION NOTICE

                                                      Date:  _____________, ____

TO:      Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of January
11, 2002 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement"; the terms defined therein being used
herein as herein defined), among Sunoco Logistics Partners Operations L.P., a
Delaware limited partnership, Sunoco Logistics Partners L.P., a Delaware limited
partnership, the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent.

         The undersigned hereby requests a [conversion] [continuation] of Loans
as follows:

                  1.       Amount of [conversion] [continuation]:  $___________

                  2.       Existing rate:                Check applicable blank
                                                         ----------------------

                           (a)      Base Rate                    ______________

                  (b)      Eurodollar Rate Loan with
                           Interest Period of:

                           (i)      one month                    _______________
                           (ii)     two months                   _______________
                           (iii)    three months                 _______________
                           (iv)     six months                   _______________

                  3.       If a Eurodollar Rate Loan, date of the last day of
                           the Interest Period for such Loan: ___________, 200_.

                  The Loan described above is to be [converted] [continued] as
                  follows:

                  4.       Requested date of [conversion] [continuation]:
                           _________________, 200_.

                  5.       Requested Type of Loan and applicable Dollar amount:

                           (a)     Base Rate Loan for $________________________.

                           (b)     Eurodollar Rate Loan with Interest Period of:

                                   (i)      one month for      $_______________
                                   (ii)     two months for     $_______________
                                   (iii)    three months for   $_______________


                                   Exhibit A-2
                                     Page 1
                     Form of Conversion Continuation Notice

<PAGE>

                                    (iv)     six months for     $_______________


         The [conversion] [continuation] requested herein complies with Sections
2.01 and 2.03 of the Agreement, as applicable.

                                      SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

                                      By   Sunoco Logistics Partners GP LLC, its
                                           General Partner

                                      By:
                                           -------------------------------------
                                      Name:
                                             -----------------------------------
                                      Title:
                                              ----------------------------------



                                   Exhibit A-2
                                     Page 2
                     Form of Conversion Continuation Notice

<PAGE>

                                                                       EXHIBIT B

                                  FORM OF NOTE

$________________________                                       January __, 2002

         FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises
to pay to the order of _____________________________ (the "Lender"), on the
Maturity Date (as defined in the Credit Agreement referred to below) the
principal amount of __________________Dollars ($____________), or such lesser
principal amount of Loans (as defined in such Credit Agreement) due and payable
by the Borrower to the Lender on the Maturity Date under that certain Credit
Agreement, dated as of even date herewith (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among the Borrower, Sunoco Logistics Partners L.P., a Delaware limited
partnership, the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent.

         The Borrower promises to pay interest on the unpaid principal amount of
each Loan from the date of such Loan until such principal amount is paid in
full, at such interest rates, and at such times as are specified in the
Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in
the Agreement.

         This Note is one of the Notes referred to in the Agreement, is entitled
to the benefits thereof and is subject to optional and mandatory prepayment in
whole or in part as provided therein. This Note is also entitled to the benefits
of each Guaranty. Upon the occurrence of one or more of the Events of Default
specified in the Agreement, all amounts then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable all as provided in
the Agreement. Loans made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business.
The Lender may also attach schedules to this Note and endorse thereon the date,
amount and maturity of its Loans and payments with respect thereto.

         This Note is a Loan Document and is subject to Section 10.10 of the
Credit Agreement, which is incorporated herein by reference the same as if set
forth herein verbatim.

         The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, notice of
intent to accelerate, notice of acceleration, demand, dishonor and non-payment
of this Note.

                                    Exhibit B
                                     Page 1
                                  Form of Note

<PAGE>

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

                                     SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

                                     By:   Sunoco Logistics Partners GP LLC, its
                                           General Partner

                                     By:
                                          --------------------------------------
                                     Name:
                                            ------------------------------------
                                     Title:
                                             -----------------------------------



                                    Exhibit B
                                     Page 2
                                  Form of Note


<PAGE>

                     LOANS AND PAYMENTS WITH RESPECT THERETO

<TABLE>
<CAPTION>

                                                                              Amount of
                                                                             Principal or        Revolver
                       Type of Loan     Amount of Loan   End of Interest    Interest Paid     Principal Debt
       Date                Made              Made             Period          This Date         This Date      Notation Made By
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>              <C>              <C>                <C>               <C>              <C>
  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------

  --------------      --------------    --------------   --------------    --------------     --------------    --------------


</TABLE>


                                    Exhibit B
                                     Page 3
                                  Form of Note

<PAGE>


                                                                       EXHIBIT C

                         FORM OF COMPLIANCE CERTIFICATE

                   (Pursuant to Section 6.02 of the Agreement)

         Financial Statement Date: ___________, ____

         To: Bank of America, N.A., as Administrative Agent

         Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of January 11, 2002
(as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the "Agreement;" the terms defined therein being used herein
as therein defined), among Sunoco Logistics Partners Operations L.P., a Delaware
limited partnership (the "Borrower"), Sunoco Logistics Partners L.P., a Delaware
limited partnership (the "MLP"), the Lenders from time to time party thereto,
and Bank of America, N.A., as Administrative Agent. Capitalized terms used
herein but not defined herein shall have the meaning set forth in the Agreement.

The undersigned Responsible Officers hereby certify as of the date hereof that
they are the ______________________________ of the MLP and the _________________
of the Borrower, and that, as such, they are authorized to execute and deliver
this Certificate to the Administrative Agent on the behalf of the MLP and the
Borrower, and that:

[Use one of the following for fiscal year-end financial statements]

Attached hereto as Schedule 1 are the year-end audited financial statements
required by Section 6.01(b) of the Agreement for the fiscal year of the MLP
ended as of the above date, together with the report and opinion of an
independent certified public accountant required by such section. [or]

The year-end audited financial statements required by Section 6.01(b) of the
Agreement for the fiscal year of the MLP ended as of the above date, together
with the report and opinion of an independent certified public accountant
required by such section were filed on-line through EDGAR on ____________.

[Use one of the following for fiscal quarter-end financial statements]

Attached hereto as Schedule 1 are the unaudited financial statements required by
Section 6.01(c) of the Agreement for the fiscal quarter of the MLP ended as of
the above date, together with a certificate of a Responsible Officer of the MLP
stating that such financial statements fairly present the financial condition,
results of operations and cash flows of the MLP and its Subsidiaries in
accordance with GAAP as at such date and for such period, subject only to normal
year-end audit adjustments and the absence of footnotes. [or]

Attached is a certificate of a Responsible Officer of the MLP stating that the
unaudited financial statements required by Section 6.01(c) of the Agreement for
the fiscal quarter of the MLP ended as of the above date, which were filed
on-line through EDGAR on _____________, fairly present the financial condition,
results of operations and cash flows of the MLP and its Subsidiaries in
accordance with GAAP

                                    Exhibit C
                                     Page 1
                         Form of Compliance Certificate

<PAGE>

as at such date and for such period, subject only to normal year-end audit
adjustments and the absence of footnotes.

[Use the following for both fiscal year-end and quarter-end financial
statements]

1. The undersigned has reviewed and is familiar with the terms of the Agreement
and has made, or has caused to be made under his/her supervision, a detailed
review of the transactions and condition (financial or otherwise) of the
Borrower during the accounting period covered by the attached financial
statements.

2. A review of the activities of the MLP and the Borrower during such fiscal
period has been made under the supervision of the undersigned with a view to
determining whether during such fiscal period the MLP and the Borrower performed
and observed all their respective Obligations under the Loan Documents, and no
Default or Event of Default has occurred and is continuing except as follows
(list of each such Default or Event of Default and include the information
required by Section 6.03 of the Credit Agreement):

3. The covenant analyses and information set forth on Schedule 2 attached hereto
are true and accurate on and as of the date of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
______________, ________.

                                    SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

                                    By: Sunoco Logistics Partners GP LLC,
                                        its General Partner


                                    By:
                                         ---------------------------------------
                                    Name:
                                           -------------------------------------
                                    Title:
                                            ------------------------------------


                                    SUNOCO LOGISTICS PARTNERS L.P., a Delaware
                                    limited partnership

                                    By: Sunoco Partners LLC, its General Partner

                                    By:
                                         ---------------------------------------
                                    Name:
                                           -------------------------------------
                                    Title:
                                            ------------------------------------



                                    Exhibit C
                                     Page 2
                         Form of Compliance Certificate

<PAGE>

                For the Quarter/Year ended ___________________("Statement Date")

                                   SCHEDULE 2
                          to the Compliance Certificate
                                  ($ in 000's)

<TABLE>
<CAPTION>
<S>      <C>                                                                                        <C>
I.       Section 7.04(c) - Indebtedness of Subsidiaries

         A.       Consolidated EBITDA for the most recent four fiscal
                  quarters: (Line II.A.8 below)                                                     $__________

         B.       Consolidated EBITDA shown in Line I.A, times 0.5:                                 $__________

         C.       Actual Principal Amount of Indebtedness of Subsidiaries:
                  (may not exceed the amount set forth in Line I.B above)                           $__________

II.      Section 7.14(a) - Interest Coverage Ratio.

         A.       Consolidated EBITDA for four consecutive fiscal quarters
                  ending on the Statement Date ("Subject Period") (for fiscal
                  quarters prior to which the MLP has actual results, use the
                  pro forma results for the appropriate fiscal quarter(s) from
                  the financial statements for such fiscal quarter which are
                  referenced in the in the Credit Agreement definition of
                  "Consolidated EBITDA":

                  1.       Consolidated Net Income for Subject Period:                              $__________

                  2.       Consolidated Interest Charges for Subject Period:                        $__________

                  3.       Provision for income taxes for Subject Period:                           $__________

                  4.       Depreciation expenses for Subject Period:                                $__________

                  5.       Amortization expenses for Subject Period:                                $__________

                  6.       Consolidated EBITDA (prior to pro forma adjustments
                           for Asset Acquisitions pursuant to
                           Section 7.14(c)(i)) (Lines II.A.1 + II.A.2 + II.A.
                           3 + II.A.4 + II.A.5):                                                    $__________

</TABLE>


                                    Exhibit C
                                     Page 3
                         Form of Compliance Certificate

<PAGE>

<TABLE>
         <S>      <C>                                                                               <C>
                  7.       Pro forma adjustments to EBITDA for Asset
                           Acquisitions during the Subject Period (Section
                           7.14(c)(i)), giving effect to such Asset Acquisitions
                           on a pro forma basis for the Subject Period as if
                           such Asset Acquisitions occurred on the first day of
                           the Subject Period:                                                      $__________

                  8.       Consolidated EBITDA, including pro forma
                           adjustments for Asset Acquisitions (Lines II.A.6 +
                           II.A.7):                                                                 $__________

         B.       Consolidated Interest Charges for Subject Period:

                  1.       Consolidated Interest Charges for the four
                           consecutive fiscal quarters ending on the Statement
                           Date (prior to January 1, 2003, use the appropriate
                           annualized pro forma number from Line 1.d, 2.b, 3.b,
                           or 4.b of Worksheet A):                                                  $__________

                  2.       Pro forma adjustment for Interest Charges during
                           the four consecutive fiscal quarters ending on the
                           Statement Date (Section 7.14(c)(ii)):                                    $__________

                  3.       Consolidated Interest Charges, including pro forma
                           adjustments (Lines II.B.1 + II.B.2):                                     $__________

         C.       Interest Coverage Ratio:

                  1.       Consolidated EBITDA adjusted for Asset Acquisitions
                           (Line II.A.8):                                                           $__________

                  2.       Consolidated Interest Charges adjusted for Asset
                           Acquisitions (Line II.B.3):                                              $__________

                  3.       Interest Coverage Ratio (Line II.C.1 )
                           Line II.C.2):                                                           _____ to 1.0

                  Minimum required: 3.5:1.0

         III.     Section 7.14(b) - Leverage Ratio

         A.       Consolidated Total Debt:                                                          $__________

</TABLE>


                                    Exhibit C
                                     Page 4
                         Form of Compliance Certificate

<PAGE>


<TABLE>
<S>     <C>                                                                                         <C>
         B.       Consolidated EBITDA (including pro forma adjustments for
                  Asset Acquisitions) (Line II.A.8 above):                                          $__________

         C.       Leverage Ratio (Line III.A / III.B):

                  Maximum permitted: 4.0:1.0                                                       _____ to 1.0

IV.      Calculation of Compliance with Sections 7.06(a)(iv) and (v) and
         Section 2.04(b) (Dispositions and Mandatory Prepayments)

         A.       Section 2.04(b)(ii) (Ordinary Course Dispositions) (Report
                  required within 90 days after the end of each fiscal
                  quarter; provide report below or provide this information in
                  a separate report)

                  1.       The aggregate Net Cash Proceeds from Dispositions in
                           the ordinary course of business from the Closing Date
                           to the Statement Date (Section 7.06(a)(iv)):                             $__________

                  2.       Net Cash Proceeds from such Dispositions during the
                           period from the Closing Date to the Statement Date
                           which have been Reinvested either prior to or within
                           90 days after the Statement Date:                                        $__________

                  3.       Cumulative Nonreinvested Ordinary Course Sales
                           Proceeds not reinvested within ninety (90) days after
                           the Statement Date (Line IV.A.1 - IV.A.2):                               $__________

                  4.       Book value of 1% of MLP's consolidated assets as of
                           the Statement Date:                                                      $__________

                  5.       Amount of previous mandatory prepayments and
                           commitment reductions pursuant to
                           Section 2.04(b)(ii):                                                     $__________

                  6.       Amount of Loans to be prepaid and Amount of
                           Commitment Reduction (Line IV.A.3 - IV.A.4 - IV.A.5
                           (if positive)):                                                          $__________

</TABLE>


                                    Exhibit C
                                     Page 5
                         Form of Compliance Certificate

<PAGE>



         B.       Section 2.04(b)(i) and Section 7.06(a)(v):  Attach a report
                  showing each Disposition of property for fair market value
                  for cash during the two (2) fiscal quarters ending on the
                  Statement Date.  For each such Disposition show:
                                   ------------------------------

                  1.       The date that Net Cash Proceeds from such
                           Disposition were received (the "Receipt Date").

                  2.       The amount of Net Cash Proceeds received from such
                           Disposition.

                  3.       The total amount of Net Cash Proceeds from
                           Dispositions for fair market value for cash during
                           the period from the Closing Date to such Receipt
                           Date.

                  4.       The value of 10% of the MLP's consolidated assets as
                           of the end of the fiscal quarter immediately prior to
                           such Receipt Date (this is the "Threshold Amount";
                           see Credit Agreement definition of "Triggering
                           Sale").

                  5.       The Reduction Amount, as of the Receipt Date (Line
                           IV.B.3 - IV.B.4).

                  6.       If the Reduction Amount in Line IV.B.5 is a positive
                           number, was the Reduction Amount deposited with the
                           Administrative Agent within two (2) business days of
                           the Receipt Date?

                  7.       If the Reduction Amount in Line IV.B.5 is a positive
                           number, have the Net Cash Proceeds of such
                           Disposition been Reinvested? If so, give amounts and
                           date(s) of Reinvestment. If not, have 90 days passed
                           since the Receipt Date for such Disposition?

                  8.       If any portion of the Reduction Amount in Line IV.B.5
                           has not been reinvested within ninety (90) days of
                           the Receipt Date specify amount not Reinvested.

                  9.       Amount of Loans to be prepaid and amount of
                           Commitment reduction (Line IV.B.8):


                                    Exhibit C
                                     Page 6
                         Form of Compliance Certificate

<PAGE>

<TABLE>
<S>      <C>                                                                                        <C>
V.       Distribution Loans - Section 2.01(b) - Date of prepayment and
         Commitment reduction

         A.       Total amount of Distribution Loans outstanding as of the
                  Statement Date (may not exceed $20,000,000):                                      $__________

         B.       Attach schedule showing each date on which a Distribution
                  Loan was made and each repayment during the fiscal quarter
                  ending on the Statement Date

VI.      Section 7.07 - Calculation of Available Cash and Quarterly

         Distributions

         A.       Available Cash of the MLP for the fiscal quarter ending on
                  the Statement Date (from Worksheet B):                                            $__________

         B.       Available Cash of the Borrower for the fiscal quarter ending
                  on the Statement Date (from Worksheet B)                                          $__________

         C.       Borrower Distributions of Available Cash made during the
                  fiscal quarter ending on the Statement Date (attach a
                  schedule showing date(s) and amount(s))

         D.       MLP Distributions of Available Cash made during the fiscal
                  quarter ending on the Statement Date (attach a schedule
                  showing date(s) and amount(s))

VII.     Section 6.15 - Clean Down Period

         [This section is required to be completed only at fiscal year end,          # of Days            Dates
         and only if during any such fiscal year the Borrower requested              ---------            -----
         Distribution Loans.]  One Clean Down period of fifteen (15)
         consecutive days during the fiscal year is required in compliance
         with Section 6.15.  For the current fiscal year, describe the Clean
         Down period (period of consecutive days (and dates)):

</TABLE>

                 [END OF SCHEDULE 2--WORKSHEETS A AND B FOLLOW]




                                    Exhibit C
                                     Page 7
                         Form of Compliance Certificate

<PAGE>


                                   WORKSHEET A
                    CONSOLIDATED INTEREST CHARGES CALCULATION

Calculation of Consolidated Interest Charges for the four consecutive fiscal
quarters ending prior to January 1, 2003 (use the annualized pro forma number
from Line 1.d, 2.b, 3.b, or 4.b. for the appropriate quarter and enter this
number on Line II.B.1. of the Compliance Certificate):

<TABLE>
<CAPTION>
         <S>                                                                                       <C>
         1.       For the fiscal quarter ended March 31, 2002:

                  a.       Number of days between MLP Offering Closing and                          ________ days
                           March 31, 2002:

                  b.       Consolidated Interest Charges during the period in                       $__________
                           Line 1.a:

                  c.       Pro Forma Quarterly Interest Charges for the fiscal                      $__________
                           quarter ended March 31, 2002 (Line 1.b. / Line 1.a.
                           x 90):

                  d.       Consolidated Interest Charges (Line 1.c x 4) (to be                      $__________
                           entered as Line II.B.1 on Schedule 2):

         2.       For the fiscal quarter ended June 30, 2002:

                  a.       Consolidated Interest Charges for the fiscal                             $__________
                           quarter ended June 30, 2002:

                  b.       Annualized Consolidated Interest Charges ((Line 1.c                      $__________
                           + Line 2.a) x 2) (to be entered as Line II.B.1 on
                           Schedule 2):

         3.       For the fiscal quarter ended September 30, 2002:

                  a.       Consolidated Interest Charges for the fiscal                             $__________
                           quarter ended September 30, 2002:

                  b.       Annualized Consolidated Interest Charges ((Line 1.c                      $__________
                           + Line 2.a + Line 3.a) x  (4/3)) (to be entered as
                           Line II.B.1 on Schedule 2):

         4.       For the fiscal quarter ended December 31, 2002:

                  a.       Consolidated Interest Charges for the fiscal                             $__________
                           quarter ended December 31, 2002:

                  b.       Annualized Consolidated Interest Charges (Line 1.c                       $__________
                           + Line 2.a + Line 3.a + Line 4.a) (to be entered as
                           Line II.B.1 on Schedule 2):


</TABLE>



                                    Exhibit C
                                     Page 8
                         Form of Compliance Certificate

<PAGE>



[Note: This Worksheet is based upon the assumption that the MLP Offering Closing
will occur during the first fiscal quarter of 2002. If the MLP Offering Closing
occurs after such date, appropriate adjustments will need to be made.]

                                    Exhibit C
                                     Page 9
                         Form of Compliance Certificate

<PAGE>

                                   WORKSHEET B
                          CALCULATION OF AVAILABLE CASH

Available Cash of the MLP (calculated pursuant to the MLP's Partnership
Agreement)

<TABLE>
         <S>                                                                                        <C>
         A.       Cash and cash equivalents of the MLP and its subsidiaries on                      $__________
                  hand at the end of the quarter:

         B.       All additional cash and cash equivalents of the MLP and its                       $__________
                  subsidiaries on hand on the date of determination resulting
                  from working capital borrowings made after the end of the
                  quarter:

         C.       Cash reserves to provide for the proper conduct of the                            $__________
                  business of the MLP and its subsidiaries (including reserves
                  for future capital expenditures and for future credit needs
                  of the MLP and its subsidiaries) after the quarter:*

         D.       Cash reserves to comply with applicable law or any debt                           $__________
                  instrument or other agreement or obligation to which the MLP
                  or any of its subsidiaries is a party or its assets are
                  subject:*

         E.       Cash reserves to provide funds for minimum quarterly                              $__________
                  distributions and cumulative common unit arrearages for any
                  one or more of the next four quarters:*

         F.       Available Cash of the MLP (Line A + B - C - D - E) (to be                         $__________
                  entered as Line VI.A on Schedule 2):

* If there is an amount entered in C, D, or E above, attach a description of
purpose/reason for such reserves.

         Available Cash of the Borrower (calculated pursuant to the Borrower's
         Partnership Agreement)

         A.       All cash and cash equivalents of the Borrower on hand at the                      $__________
                  end of the quarter:

         B.       All additional cash and cash equivalents of the Borrower on                       $__________
                  hand on the date of determination of Available Cash with
                  respect to such quarter resulting from working capital
                  borrowings made subsequent to the end of such quarter:

</TABLE>




                                    Exhibit C
                                    Page 10
                         Form of Compliance Certificate


<PAGE>

<TABLE>
         <S>                                                                                        <C>
         C.       Cash reserves to provide for the proper conduct of the                            $__________
                  business of the Borrower (including reserves for future
                  capital expenditures and for anticipated future credit needs
                  of the Borrower) subsequent to such quarter:*

         D.       Cash reserves to comply with applicable law or any loan                           $__________
                  agreement, security agreement, mortgage, debt instrument or
                  other agreement or obligation to which the Borrower or any
                  Subsidiary is a party or by which it is bound or its assets
                  are subject:*

         E.       Cash reserves to provide funds for distributions under                            $__________
                  Section 6.4 or 6.5 of the MLP Agreement in respect of any
                  one or more of the next four quarters:*

         F.       Available Cash of the Borrower (Line A + B - C - D - E) (to                       $__________
                  be entered as Line VI.B on Schedule 2):

</TABLE>


* If there is an amount entered in C, D, or E above, attach a description of
purpose/reason for such reserves.

                                    Exhibit C
                                    Page 11
                         Form of Compliance Certificate

<PAGE>

                                                                       EXHIBIT D

                        FORM OF ASSIGNMENT AND ACCEPTANCE

         Reference is made to that certain Credit Agreement, dated as of January
11, 2002 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Sunoco Logistics Partners Operations L.P., a
Delaware limited partnership (the "Borrower"), Sunoco Logistics Partners L.P., a
Delaware limited partnership (the "MLP"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent.

         The assignor identified on the signature page hereto (the "Assignor")
and the assignee identified on the signature page hereto (the "Assignee") agree
as follows:

         1. (a) Subject to paragraph 11, effective as of the date specified on
Schedule 1 hereto (the "Effective Date"), the Assignor hereby irrevocably sells
and assigns to the Assignee without recourse to the Assignor, and the Assignee
hereby irrevocably purchases and assumes from the Assignor without recourse to
the Assignor, the interest with under the Credit Agreement described on Schedule
1 hereto (the "Assigned Interest") in and to the Assignor's rights and
obligations under the Agreement.

         (b) From and after the Effective Date, (i) the Assignee shall be a
party under the Agreement and will have all the rights and obligations of a
Lender for all purposes under the Loan Documents to the extent of the Assigned
Interest and be bound by the provisions thereof, and (ii) to the extent of the
Assigned Interest, the Assignor shall relinquish its rights and be released from
its obligations under the Agreement. The Assignor and/or the Assignee, as agreed
by the Assignor and the Assignee, shall deliver, in immediately available funds,
any applicable assignment fee required under Section 10.07(b) of the Agreement.

         2. On the Effective Date, the Assignee shall pay to the Assignor, in
immediately available funds, an amount equal to the purchase price of the
Assigned Interest as agreed upon by the Assignor and the Assignee.

         3. From and after the Effective Date, the Administrative Agent shall
make all payments under the Agreement and the Notes, if any, in respect of the
Assigned Interest (including all payments of principal, interest and fees with
respect thereto) to the Assignee. The Assignor and the Assignee shall make all
appropriate adjustments in payments under the Agreement and such Notes, if any,
for periods prior to the Effective Date directly between themselves.

         4. The Assignor represents and warrants to the Assignee that:

                  (a) The Assignor is the legal and beneficial owner of the
         Assigned Interest, and the Assigned Interest is free and clear of any
         adverse claim;

                  (b) the Assigned Interest listed on Schedule 1 accurately and
         completely sets forth the Outstanding Amount of all Loans and of all
         L/C Obligations relating to the Assigned Interest as of the Effective
         Date;

                  (c) it has the power and authority and the legal right to
         make, deliver and perform, and has taken all necessary action, to
         authorize the execution, delivery and performance of this Assignment
         and Acceptance, and any and all other documents delivered by it in
         connection


                                    Exhibit D
                                     Page 1
                       Form of Assignment and Acceptance

<PAGE>


         herewith and to fulfill its obligations under, and to consummate the
         transactions contemplated by, this Assignment and Acceptance and the
         Loan Documents, and no consent or authorization of, filing with, or
         other act by or in respect of any Governmental Authority, is required
         in connection in connection herewith or therewith; and

                  (d) this Assignment and Acceptance constitutes the legal,
         valid and binding obligation of the Assignor.

         The Assignor makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any of
its Affiliates or the performance by the Borrower or any of its Affiliates of
their respective obligations under the Loan Documents, and assumes no
responsibility with respect to any statements, warranties or representations
made under or in connection with any Loan Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of any Loan Document
other than as expressly set forth above.

         5. The Assignee represents and warrants to the Assignor and the
Administrative Agent that:

                  (a) it is an Eligible Assignee;

                  (b) it has the full power and authority and the legal right to
         make, deliver and perform, and has taken all necessary action, to
         authorize the execution, delivery and performance of this Assignment
         and Acceptance, and any and all other documents delivered by it in
         connection herewith and to fulfill its obligations under, and to
         consummate the transactions contemplated by, this Assignment and
         Acceptance and the Loan Documents, and no consent or authorization of,
         filing with, or other act by or in respect of any Governmental
         Authority, is required in connection in connection herewith or
         therewith;

                  (c) this Assignment and Acceptance constitutes the legal,
         valid and binding obligation of the Assignee;

                  (d) under applicable Laws no tax will be required to be
         withheld by the Administrative Agent or the Borrower with respect to
         any payments to be made to the Assignee hereunder or under any Loan
         Document, and unless otherwise indicated in the space opposite the
         Assignee's signature below, no tax forms described in Section 10.15 of
         the Agreement are required to be delivered by the Assignee; and

                  (e) the Assignee has received a copy of the Agreement,
         together with copies of the most recent financial statements of the
         Borrower delivered pursuant thereto, and such other documents and
         information as it has deemed appropriate to make its own credit
         analysis and decision to enter into this Assignment and Acceptance. The
         Assignee has independently and without reliance upon the Assignor or
         the Administrative Agent and based on such information as the Assignee
         has deemed appropriate, made its own credit analysis and decision to
         enter into this Assignment and Acceptance. The Assignee will,
         independently and without reliance upon the Administrative Agent or any
         Lender, and based upon such documents and information as it shall deem
         appropriate at the time, continue to make its own credit decisions in
         taking or not taking action under the Agreement.

         6. The Assignee appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers and
discretion under the Agreement, the other Loan

                                    Exhibit D
                                     Page 2
                       Form of Assignment and Acceptance

<PAGE>


Documents or any other instrument or document furnished pursuant hereto or
thereto as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are incidental thereto.

         7. If either the Assignee or the Assignor desires one or more Notes to
evidence its Loans, it shall request the Administrative Agent to procure such
Notes from the Borrower.

         8. The Assignor and the Assignee agree to execute and deliver such
other instruments, and take such other action, as either party may reasonably
request in connection with the transactions contemplated by this Assignment and
Acceptance.

         9. This Assignment and Acceptance shall be binding upon and inure to
the benefit of the parties and their respective successors and assigns;
provided, however, that the Assignee shall not assign its rights or obligations
hereunder without the prior written consent of the Assignor and any purported
assignment, absent such consent, shall be void.

         10. This Assignment and Acceptance may be executed by facsimile
signatures with the same force and effect as if manually signed and may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This
Assignment and Acceptance shall be governed by and construed in accordance with
the laws of the state specified in Section 10.16 of the Agreement entitled
"Governing Law."

         11. The effectiveness of the assignment described herein is subject to:

         (a) if such consent is required by the Agreement, receipt by the
Assignor and the Assignee of the consent of the Administrative Agent and/or the
Borrower to the assignment described herein. By delivering a duly executed and
delivered copy of this Assignment and Acceptance to the Administrative Agent,
the Assignor and the Assignee hereby request any such required consent and
request that the Administrative Agent register the Assignee as a Lender under
the Agreement effective as of the Effective Date; and

         (b) receipt by the Administrative Agent of (or other arrangements
acceptable to the Administrative Agent with respect to) any applicable
assignment fee referred to in Section 10.07(b) of the Agreement and any tax
forms required by Section 10.15 of the Agreement.

         By signing below, the Administrative Agent agrees to register the
Assignee as a Lender under the Agreement, effective as of the Effective Date
with respect to the Assigned Interest, and will adjust the registered Pro Rata
Share of the Assignor under the Agreement to reflect the assignment of the
Assigned Interest.

         12. Attached hereto as Schedule 2 is all contact, address, account and
other administrative information relating to the Assignee.




                                    Exhibit D
                                     Page 3
                       Form of Assignment and Acceptance

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers.

                                                Assignor:

                                                [Name of Assignor]

                                                By:
                                                     ---------------------------
                                                Name:
                                                       -------------------------
                                                Title:
                                                        ------------------------


                                                Assignee:
                                                [Name of Assignee]

[_] Tax forms required by
    Section 10.15 of the Agreement included     By:
                                                    ----------------------------
                                                Name:
                                                      --------------------------
                                                Title:
                                                        ------------------------

(Signatures continue)



                                    Exhibit D
                                     Page 4
                       Form of Assignment and Acceptance

<PAGE>

         In accordance with and subject to Section 10.07 of the Credit
Agreement, the undersigned consent to the foregoing assignment as of the
Effective Date:

SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

By:    Sunoco Logistics Partners GP LLC, its
       General Partner

By:
     ------------------------------------------------
Name:
       ----------------------------------------------
Title:
        ---------------------------------------------


BANK OF AMERICA, N.A.,
as Administrative Agent

By:
     ------------------------------------------------
     Title:



                                    Exhibit D
                                     Page 5
                       Form of Assignment and Acceptance

<PAGE>

                                         SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE

                              THE ASSIGNED INTEREST

Effective Date: ______________________

<TABLE>
<CAPTION>

                               Committed Sum or                           Commitment Percentage
                               ----------------                           ---------------------
                              Outstanding Amount    (i.e. the proportion that Assignee's Committed Sum to be acquired
                              ------------------    bears to the Aggregate Committed Sum or Percentage of Outstanding
                                   Assigned                                              ----------------------------
                                   --------          Amount assigned (i.e. the proportion that the Outstanding Amount
                                (as applicable)      ---------------
                                ---------------       to be acquired by Assignee bears to the aggregate Outstanding
                                                       Amount under the respective Facility) (set forth to at least
                                                                            8 decimal points)
-----------------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>
Assigned Interest                 ___________                                  __________ %

</TABLE>




                                   Schedule 1
                                     Page 1
                       Form of Assignment and Acceptance

<PAGE>


                                         SCHEDULE 2 TO ASSIGNMENT AND ACCEPTANCE

                             ADMINISTRATIVE DETAILS

   (Assignee to list names of credit contacts, addresses, phone and facsimile
    numbers, electronic mail addresses and account and payment information)

                                   Schedule 2
                                     Page 1
                       Form of Assignment and Acceptance

<PAGE>

                                                                     EXHIBIT E-1

                           FORM OF SUBSIDIARY GUARANTY

         THIS GUARANTY is executed as of January __, 2002, jointly and severally
by the undersigned (each a "Guarantor" and collectively the "Guarantors"), for
the benefit of BANK OF AMERICA, N.A., a national banking association (in its
capacity as Administrative Agent for the benefit of Lenders).

                                    RECITALS
                                    --------

         A. Sunoco Logistics Partners Operations L.P., a Delaware limited
partnership ("Borrower"), Sunoco Logistics Partners L.P., a Delaware limited
partnership (the "MLP"), Bank of America, N.A., as Administrative Agent
(including its permitted successors and assigns in such capacity,
"Administrative Agent"), and the Lenders now or hereafter party to the Credit
Agreement (including their respective permitted successors and assigns,
"Lenders") have entered into a Credit Agreement, dated as of January 11, 2002
(as amended, modified, supplemented, or restated from time to time, the "Credit
Agreement");

         B. Provisions of the Credit Agreement permit Guarantors to directly or
indirectly receive proceeds of Borrowings made pursuant thereto; and

         C. This Guaranty is integral to the transactions contemplated by the
Loan Documents and the execution and delivery hereof, is a condition precedent
to Lenders' obligations to extend credit under the Loan Documents.

         ACCORDINGLY, for adequate and sufficient consideration, the receipt and
adequacy of which are hereby acknowledged, each Guarantor, jointly and
severally, guarantees to Administrative Agent and Lenders the prompt payment of
the Guaranteed Debt (defined below) as follows:

         1. DEFINITIONS. Terms defined in the Credit Agreement have the same
meanings when used, unless otherwise defined, in this Guaranty. As used in this
Guaranty:

         Borrower means Borrower, Borrower as a debtor-in-possession, and any
receiver, trustee, liquidator, conservator, custodian, or similar party
appointed for Borrower or for all or substantially all of Borrower's assets
under any Debtor Relief Law.

         Credit Agreement is defined in the recitals to this Guaranty.

         Guaranteed Debt means, collectively, (a) the Obligations and (b) all
present and future costs, attorneys' fees, and expenses reasonably incurred by
Administrative Agent or any Lender to enforce Borrower's, any Guarantor's, or
any other obligor's payment of any of the Guaranteed Debt, including, without
limitation (to the extent lawful), all present and future amounts that would
become due but for the operation of ss.ss. 502 or 506 or any other provision of
Title 11 of the United States Code and all present and future accrued and unpaid
interest (including, without limitation, all post-maturity interest and any
post-petition interest in any proceeding under Debtor Relief Laws to which
Borrower or any Guarantor becomes subject).

         Guarantor and Guarantors is defined in the preamble to this Guaranty.

                                   Exhibit E-1
                                     Page 1
                          Form of Subsidiary Guaranty

<PAGE>

         Lender means, individually, or Lenders means, collectively, on any date
of determination, the Lenders and their permitted successors and assigns.

         Subordinated Debt means, for each Guarantor, all present and future
obligations of any Company to such Guarantor, whether those obligations are (a)
direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several,
or joint and several, (b) due or to become due to such Guarantor, (c) held by or
are to be held by such Guarantor, (d) created directly or acquired by assignment
or otherwise, or (e) evidenced in writing.

         2. GUARANTY. This is an absolute, irrevocable, and continuing guaranty
of payment, not collection, and the circumstance that at any time or from time
to time the Guaranteed Debt may be paid in full does not affect the obligation
of any Guarantor with respect to the Guaranteed Debt incurred after that. This
Guaranty remains in effect until the Guaranteed Debt is fully paid and
performed, and all commitments to extend any credit under the Loan Documents
have terminated. No Guarantor may rescind or revoke its obligations with respect
to the Guaranteed Debt. Notwithstanding any contrary provision, it is the
intention of Guarantors, Lenders, and Administrative Agent that the amount of
the Guaranteed Debt guaranteed by each Guarantor by this Guaranty shall be in,
but not in excess of, the maximum amount permitted by fraudulent conveyance,
fraudulent transfer, or similar Laws applicable to each such Guarantor.
Accordingly, notwithstanding anything to the contrary contained in this Guaranty
or any other agreement or instrument executed in connection with the payment of
any of the Guaranteed Debt, the amount of the Guaranteed Debt guaranteed by any
Guarantor under this Guaranty shall be limited to an aggregate amount equal to
the largest amount that would not render such Guarantor's obligations hereunder
subject to avoidance under Section 548 of the United States Bankruptcy Code or
any comparable provision of any applicable state Law.

         3. CONSIDERATION. Each Guarantor represents and warrants that its
liability under this Guaranty may reasonably be expected to directly or
indirectly benefit it.

         4. CUMULATIVE RIGHTS. If any Guarantor becomes liable for any
indebtedness owing by Borrower to Administrative Agent or any Lender, other than
under this Guaranty, that liability may not be in any manner impaired or
affected by this Guaranty. The Rights of Administrative Agent or Lenders under
this Guaranty are cumulative of any and all other Rights that Administrative
Agent or Lenders may ever have against any Guarantor. The exercise by
Administrative Agent or Lenders of any Right under this Guaranty or otherwise
does not preclude the concurrent or subsequent exercise of any other Right.

         5. PAYMENT UPON DEMAND. If an Event of Default exists, each Guarantor
shall, on demand and without further notice of dishonor and without any notice
having been given to any Guarantor previous to that demand of either the
acceptance by Administrative Agent or Lenders of this Guaranty or the creation
or incurrence of any Guaranteed Debt, pay the amount of the Guaranteed Debt then
due and payable to Administrative Agent and Lenders; provided that, if an Event
of Default exists and Administrative Agent or Lenders cannot, for any reason,
accelerate the Obligations, then the Guaranteed Debt shall be, as among
Guarantors, Administrative Agent, and Lenders, a fully matured, due, and payable
obligation of Guarantors to Administrative Agent and Lenders. It is not
necessary for Administrative Agent or Lenders, in order to enforce that payment
by any Guarantor, first or contemporaneously to institute suit or exhaust
remedies against Borrower or others liable on any Guaranteed Debt.

                                   Exhibit E-1
                                     Page 2
                          Form of Subsidiary Guaranty

<PAGE>



         6. SUBORDINATION. The Subordinated Debt is expressly subordinated to
the full and final payment of the Obligations. Upon the occurrence and during
the continuation of an Event of Default, each Guarantor agrees not to accept any
payment of any Subordinated Debt from any Company. In the event of (i) any
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
composition or other similar proceeding relating to any Company, its creditors
as such or its property, (ii) any proceeding for the liquidation, dissolution or
other winding-up of any Company, voluntary or involuntary, whether or not
involving insolvency or bankruptcy proceedings, (iii) any assignment by any
Company for the benefit of creditors, or (iv) any other marshalling of the
assets of a Company, the Obligations (including any interest thereon accruing at
the legal rate after the commencement of any such proceedings and any additional
interest that would have accrued thereon but for the commencement of such
proceedings) shall first be paid in full before any payment or distribution,
whether in cash, securities or other property, shall be made to any holder of
any Subordinated Debt. If any Guarantor receives any payment of any Subordinated
Debt in violation of the terms of this Section, such Guarantor shall hold that
payment in trust for Administrative Agent and Lenders and promptly turn it over
to Administrative Agent, in the form received (with any necessary endorsements),
to be applied to the Obligations.

         7. SUBROGATION AND CONTRIBUTION. Until payment in full of the
Guaranteed Debt and the termination of the Obligations of Lenders to extend
credit under the Loan Documents, (a) no Guarantor may assert, enforce, or
otherwise exercise any Right of subrogation to any of the Rights or Liens of
Administrative Agent or Lenders or any other beneficiary against Borrower or any
other obligor on the Guaranteed Debt or any collateral or other security or any
Right of recourse, reimbursement, subrogation, contribution, indemnification, or
similar Right against Borrower or any other obligor on any Guaranteed Debt or
any Guarantor of it, and (b) each Guarantor defers all of the foregoing Rights
(whether they arise in equity, under contract, by statute, under common Law, or
otherwise). Upon payment in full of the Guaranteed Debt and the termination of
the obligations of Lenders to extend credit under the Loan Documents, each
Guarantor shall be subrogated to the rights of the Administrative Agent and
Lenders against Borrower and the other obligors.

         8. NO RELEASE. Each Guarantor agrees that its obligations under this
Guaranty may not be released, diminished, or affected by the occurrence of any
one or more of the following events: (a) any taking or accepting of any
additional guaranty or any other security or assurance for any Guaranteed Debt;
(b) any release, surrender, exchange, subordination, impairment, or loss of any
collateral securing any Guaranteed Debt; (c) any full or partial release of the
liability of any other obligor on the Obligations, except for any final release
resulting from payment in full of such Obligations; (d) the modification of, or
waiver of compliance with, any terms of any other Loan Document; (e) the
insolvency, bankruptcy, or lack of corporate or partnership power of any other
obligor at any time liable for any Guaranteed Debt, whether now existing or
occurring in the future; (f) any renewal, extension, or rearrangement of any
Guaranteed Debt or any adjustment, indulgence, forbearance, or compromise that
may be granted or given by Administrative Agent or any Lender to any other
obligor on the Obligations; (g) any neglect, delay, omission, failure, or
refusal of Administrative Agent or any Lender to take or prosecute any action in
connection with the Guaranteed Debt or to foreclose, take, or prosecute any
action in connection with any Loan Document; (h) any failure of Administrative
Agent or any Lender to notify any Guarantor of any renewal, extension, or
assignment of any Guaranteed Debt, or the release of any security or of any
other action taken or refrained from being taken by Administrative Agent or any
Lender against Borrower or any new agreement between Administrative Agent, any
Lender, and Borrower; it being understood that neither Administrative Agent nor
any Lender is required to give any Guarantor any notice of any kind under any
circumstances whatsoever with respect to or in connection with any Guaranteed
Debt, other than any notice required to be given in this Guaranty; (i) the

                                   Exhibit E-1
                                     Page 3
                          Form of Subsidiary Guaranty

<PAGE>


unenforceability of any Guaranteed Debt against any other obligor or any
security securing same because it exceeds the amount permitted by Law, the act
of creating it is ultra vires, the officers creating it exceeded their authority
or violated their fiduciary duties in connection with it, or otherwise; (j) any
payment of the Obligations to Administrative Agent or any Lender is held to
constitute a preference under any Debtor Relief Law or for any other reason
Administrative Agent or any Lender is required to refund that payment or make
payment to someone else (and in each such instance this Guaranty will be
reinstated in an amount equal to that payment); or (k) any other circumstance
which might otherwise constitute a defense available to, or a legal or equitable
discharge of, Borrower or any Guarantor.

         9. WAIVERS. By execution hereof, each Guarantor waives presentment and
demand for payment, protest, notice of intention to accelerate, notice of
acceleration, and notice of protest and nonpayment, and agrees that its
liability with respect to the Guaranteed Debt (or any part thereof) shall not be
affected by any renewal or extension in the time of payment of the Obligations
(or any part thereof). To the maximum extent lawful, each Guarantor waives all
Rights by which it might be entitled to require suit on an accrued Right of
action in respect of any Guaranteed Debt or require suit against Borrower or
others.

         10. LOAN DOCUMENTS. By execution hereof, each Guarantor covenants and
agrees that certain representations, warranties, terms, covenants, and
conditions set forth in the Loan Documents are applicable to Guarantors by their
terms and shall be imposed upon Guarantors, and each Guarantor reaffirms that
each such representation and warranty is true and correct and covenants and
agrees to promptly and properly perform, observe, and comply with each such
term, covenant, or condition. Moreover, each Guarantor acknowledges and agrees
that this Guaranty is subject to the offset provisions of the Loan Documents in
favor of Administrative Agent and Lenders. In the event the Credit Agreement or
any other Loan Document shall cease to remain in effect for any reason
whatsoever during any period when any part of the Guaranteed Debt remains
unpaid, the terms, covenants, and agreements of the Credit Agreement or such
other Loan Document incorporated herein by reference shall nevertheless continue
in full force and effect as obligations of Guarantors under this Guaranty.

         11. RELIANCE AND DUTY TO REMAIN INFORMED. Each Guarantor confirms that
it has executed and delivered this Guaranty after reviewing the terms and
conditions of the Loan Documents and such other information as it has deemed
appropriate in order to make its own credit analysis and decision to execute and
deliver this Guaranty. Each Guarantor confirms that it has made its own
independent investigation with respect to Borrower's creditworthiness and is not
executing and delivering this Guaranty in reliance on any representation or
warranty by Administrative Agent or any Lender as to that creditworthiness. Each
Guarantor expressly assumes all responsibilities to remain informed of the
financial condition of Borrower and any circumstances affecting Borrower's
ability to perform under the Loan Documents to which it is a party.

         12. LOAN DOCUMENT. This Guaranty is a Loan Document and is subject to
the applicable provisions of Articles 1 and 10 of the Credit Agreement,
including, without limitation, the provisions relating to GOVERNING LAW, AND
WAIVER OF RIGHT TO JURY TRIAL, both of which are incorporated into this Guaranty
by reference the same as if set forth in this Guaranty verbatim.

         13. NOTICES. All notices required or permitted under this Guaranty, if
any, shall be given in the manner set forth in Section 10.02 of the Credit
Agreement.

                                   Exhibit E-1
                                     Page 4
                          Form of Subsidiary Guaranty

<PAGE>



         14. AMENDMENTS, ETC. No amendment, waiver, or discharge to or under
this Guaranty is valid unless it is in writing and is signed by the party
against whom it is sought to be enforced and is otherwise in conformity with the
requirements of Section 10.01 of the Credit Agreement.

         15. ADMINISTRATIVE AGENT AND LENDERS. Administrative Agent is
Administrative Agent for each Lender under the Credit Agreement. All Rights
granted to Administrative Agent under or in connection with this Guaranty are
for each Lender's ratable benefit. Administrative Agent may, without the joinder
of any Lender, exercise any Rights in Administrative Agent's or Lenders' favor
under or in connection with this Guaranty. Administrative Agent's and each
Lender's Rights and obligations vis-a-vis each other may be subject to one or
more separate agreements between those parties. However, no Guarantor is
required to inquire about any such agreement or is subject to any of its terms
unless such Guarantor specifically joins such agreement Therefore, neither
Guarantor nor its successors or assigns is entitled to any benefits or
provisions of any such separate agreement or is entitled to rely upon or raise
as a defense any party's failure or refusal to comply with the provisions of
such agreement.

         16. ADDITIONAL GUARANTORS. Each Guarantor is aware that the MLP has
executed and delivered a Guaranty to the Administrative Agent on the date
hereof. Also, from time to time subsequent to the time hereof, additional
Persons may execute and deliver guaranties to the Administrative Agent. Each
Guarantor hereunder expressly agrees that its obligations arising hereunder
shall not be affected or diminished by any such additional guaranties. Each
Guarantor agrees that it shall not be necessary or required that the
Administrative Agent or any Lender exercise any right, assert any claim or
demand or enforce any remedy whatsoever against any Borrower, the other
Guarantors, or any other Person who has guaranteed the Guaranteed Debt before or
as a condition to the obligations of any Guarantor hereunder.

         17. PARTIES. This Guaranty benefits Administrative Agent, Lenders, and
their respective successors and assigns and binds Guarantors and their
respective successors and assigns. Upon appointment of any successor
Administrative Agent under the Credit Agreement, all of the Rights of
Administrative Agent under this Guaranty automatically vest in that new
Administrative Agent as successor Administrative Agent on behalf of Lenders
without any further act, deed, conveyance, or other formality other than that
appointment. The Rights of Administrative Agent and Lenders under this Guaranty
may be transferred with any assignment of the Guaranteed Debt pursuant to and in
accordance with the terms of the Credit Agreement. The Credit Agreement contains
provisions governing assignments of the Guaranteed Debt and of Rights and
obligations under this Guaranty.

                     Remainder of Page Intentionally Blank.
                          Signature Page(s) to Follow.

                                   Exhibit E-1
                                     Page 5
                          Form of Subsidiary Guaranty

<PAGE>

EXECUTED as of the date first stated in this Guaranty.


                               GUARANTORS:

                               SUNOCO LOGISTICS PARTNERS OPERATIONS GP
                               LLC, a Delaware limited liability company


                               By:
                                  ----------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------


                               SUNOCO PARTNERS MARKETING AND TERMINALS
                               L.P., a Texas limited partnership

                               By:  SUNOCO LOGISTICS PARTNERS OPERATIONS
                                    GP LLC, a Delaware limited liability
                                    company, its General Partner

                               By:
                                  ----------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------


                               SUNOCO PIPELINE L.P., a Texas limited partnership

                               By:  SUNOCO LOGISTICS PARTNERS OPERATIONS
                                    GP LLC, a Delaware limited liability
                                    company, its General Partner

                               By:
                                  ----------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------







                                   Exhibit E-1
                                     Page 6
                          Form of Subsidiary Guaranty

<PAGE>

                                                                     EXHIBIT E-2

                                FORM OF GUARANTY
                                      (MLP)

         THIS GUARANTY is executed as of January __, 2002, by the undersigned
("Guarantor"), for the benefit of BANK OF AMERICA, N.A., a national banking
association (in its capacity as Administrative Agent for the benefit of
Lenders).

                                    RECITALS

         A. Sunoco Logistics Partners Operations L.P., a Delaware limited
partnership ("Borrower"), Sunoco Logistics Partners L.P., a Delaware limited
partnership (the "MLP"), Bank of America, N.A., as Administrative Agent
(including its permitted successors and assigns in such capacity,
"Administrative Agent"), and the Lenders now or hereafter party to the Credit
Agreement (including their respective permitted successors and assigns,
"Lenders") have entered into a Credit Agreement, dated as of January 11, 2002
(as amended, modified, supplemented, or restated from time to time, the "Credit
Agreement");

         B. Borrower is a Subsidiary of Guarantor, and therefore, Guarantor will
derive direct and substantial benefits from the extensions of credit under the
Credit Agreement; and

         C. This Guaranty is integral to the transactions contemplated by the
Loan Documents and the execution and delivery hereof, is a condition precedent
to Lenders' obligations to extend credit under the Loan Documents.

         ACCORDINGLY, for adequate and sufficient consideration, the receipt and
adequacy of which are hereby acknowledged, the Guarantor guarantees to
Administrative Agent and Lenders the prompt payment of the Guaranteed Debt
(defined below) as follows:

         1. DEFINITIONS. Terms defined in the Credit Agreement have the same
meanings when used, unless otherwise defined, in this Guaranty. As used in this
Guaranty:

         Borrower means Borrower, Borrower as a debtor-in-possession, and any
receiver, trustee, liquidator, conservator, custodian, or similar party
appointed for Borrower or for all or substantially all of Borrower's assets
under any Debtor Relief Law.

         Credit Agreement is defined in the recitals to this Guaranty.

         Guaranteed Debt means, collectively, (a) the Obligations and (b) all
present and future costs, attorneys' fees, and expenses reasonably incurred by
Administrative Agent or any Lender to enforce Borrower's, the Guarantor's, or
any other obligor's payment of any of the Guaranteed Debt, including, without
limitation (to the extent lawful), all present and future amounts that would
become due but for the operation of ss.ss. 502 or 506 or any other provision of
Title 11 of the United States Code and all present and future accrued and unpaid
interest (including, without limitation, all post-maturity interest and any
post-petition interest in any proceeding under Debtor Relief Laws to which
Borrower or the Guarantor becomes subject).

         Guarantor is defined in the preamble to this Guaranty.

                                  Exhibit E-2
                                     Page 1
                             Form of Guaranty (MLP)

<PAGE>



         Lender means, individually, or Lenders means, collectively, on any date
of determination, the Lenders and their permitted successors and assigns.

         Subordinated Debt means, all present and future obligations of any
Company to the Guarantor, whether those obligations are (a) direct, indirect,
fixed, contingent, liquidated, unliquidated, joint, several, or joint and
several, (b) due or to become due to the Guarantor, (c) held by or are to be
held by the Guarantor, (d) created directly or acquired by assignment or
otherwise, or (e) evidenced in writing.

         2. GUARANTY. This is an absolute, irrevocable, and continuing guaranty
of payment, not collection, and the circumstance that at any time or from time
to time the Guaranteed Debt may be paid in full does not affect the obligation
of the Guarantor with respect to the Guaranteed Debt incurred after that. This
Guaranty remains in effect until the Guaranteed Debt is fully paid and
performed, all commitments to extend any credit under the Loan Documents have
terminated and all Letters of Credit have terminated. The Guarantor may not
rescind or revoke its obligations with respect to the Guaranteed Debt.

         3. CONSIDERATION. The Guarantor represents and warrants that its
liability under this Guaranty will directly benefit it.

         4. CUMULATIVE RIGHTS. If the Guarantor becomes liable for any
indebtedness owing by Borrower to Administrative Agent or any Lender, other than
under this Guaranty, that liability may not be in any manner impaired or
affected by this Guaranty. The Rights of Administrative Agent or Lenders under
this Guaranty are cumulative of any and all other Rights that Administrative
Agent or Lenders may ever have against the Guarantor. The exercise by
Administrative Agent or Lenders of any Right under this Guaranty or otherwise
does not preclude the concurrent or subsequent exercise of any other Right.

         5. PAYMENT UPON DEMAND. If an Event of Default exists, the Guarantor
shall, on demand and without further notice of dishonor and without any notice
having been given to the Guarantor previous to that demand of either the
acceptance by Administrative Agent or Lenders of this Guaranty or the creation
or incurrence of any Guaranteed Debt, pay the amount of the Guaranteed Debt then
due and payable to Administrative Agent and Lenders; provided that, if an Event
of Default exists and Administrative Agent or Lenders cannot, for any reason,
accelerate the Obligations, then the Guaranteed Debt shall be, as among the
Guarantor, Administrative Agent, and Lenders, a fully matured, due, and payable
obligation of the Guarantor to Administrative Agent and Lenders. It is not
necessary for Administrative Agent or Lenders, in order to enforce that payment
by the Guarantor, first or contemporaneously to institute suit or exhaust
remedies against Borrower or others liable on any Guaranteed Debt.

         6. SUBORDINATION. The Subordinated Debt is expressly subordinated to
the full and final payment of the Obligations. Upon the occurrence and during
the continuation of an Event of Default, the Guarantor agrees not to accept any
payment of any Subordinated Debt from any Company. In the event of (i) any
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
composition or other similar proceeding relating to any Company, its creditors
as such or its property, (ii) any proceeding for the liquidation, dissolution or
other winding-up of any Company, voluntary or involuntary, whether or not
involving insolvency or bankruptcy proceedings, (iii) any assignment by any
Company for the benefit of creditors, or (iv) any other marshalling of the
assets of a Company, the Obligations (including any interest thereon accruing at
the legal rate after the commencement of any such

                                  Exhibit E-2
                                     Page 2
                             Form of Guaranty (MLP)

<PAGE>


proceedings and any additional interest that would have accrued thereon but for
the commencement of such proceedings) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, shall be
made to any holder of any Subordinated Debt. If the Guarantor receives any
payment of any Subordinated Debt in violation of the terms of this Section, such
Guarantor shall hold that payment in trust for Administrative Agent and Lenders
and promptly turn it over to Administrative Agent, in the form received (with
any necessary endorsements), to be applied to the Obligations.

         7. SUBROGATION AND CONTRIBUTION. Until payment in full of the
Guaranteed Debt and the termination of the Obligations of Lenders to extend
credit under the Loan Documents, (a) the Guarantor may not assert, enforce, or
otherwise exercise any Right of subrogation to any of the Rights or Liens of
Administrative Agent or Lenders or any other beneficiary against Borrower or any
other obligor on the Guaranteed Debt or any collateral or other security or any
Right of recourse, reimbursement, subrogation, contribution, indemnification, or
similar Right against Borrower or any other obligor on any Guaranteed Debt or
any other guarantor of it, and (b) the Guarantor defers all of the foregoing
Rights (whether they arise in equity, under contract, by statute, under common
Law, or otherwise). Upon payment in full of the Guaranteed Debt and the
termination of the obligations of Lenders to extend credit under the Loan
Documents, the Guarantor shall be subrogated to the rights of the Administrative
Agent and Lenders against Borrower and the other obligors.

         8. NO RELEASE. The Guarantor agrees that its obligations under this
Guaranty may not be released, diminished, or affected by the occurrence of any
one or more of the following events: (a) any taking or accepting of any
additional guaranty or any other security or assurance for any Guaranteed Debt;
(b) any release, surrender, exchange, subordination, impairment, or loss of any
collateral securing any Guaranteed Debt; (c) any full or partial release of the
liability of any other obligor on the Obligations, except for any final release
resulting from payment in full of such Obligations; (d) the modification of, or
waiver of compliance with, any terms of any other Loan Document; (e) the
insolvency, bankruptcy, or lack of corporate or partnership power of any other
obligor at any time liable for any Guaranteed Debt, whether now existing or
occurring in the future; (f) any renewal, extension, or rearrangement of any
Guaranteed Debt or any adjustment, indulgence, forbearance, or compromise that
may be granted or given by Administrative Agent or any Lender to any other
obligor on the Obligations; (g) any neglect, delay, omission, failure, or
refusal of Administrative Agent or any Lender to take or prosecute any action in
connection with the Guaranteed Debt or to foreclose, take, or prosecute any
action in connection with any Loan Document; (h) any failure of Administrative
Agent or any Lender to notify the Guarantor of any renewal, extension, or
assignment of any Guaranteed Debt, or the release of any security or of any
other action taken or refrained from being taken by Administrative Agent or any
Lender against Borrower or any new agreement between Administrative Agent, any
Lender, and Borrower; it being understood that neither Administrative Agent nor
any Lender is required to give the Guarantor any notice of any kind under any
circumstances whatsoever with respect to or in connection with any Guaranteed
Debt, other than any notice required to be given in this Guaranty; (i) the
unenforceability of any Guaranteed Debt against any other obligor or any
security securing same because it exceeds the amount permitted by Law, the act
of creating it is ultra vires, the officers creating it exceeded their authority
or violated their fiduciary duties in connection with it, or otherwise; (j) any
payment of the Obligations to Administrative Agent or any Lender is held to
constitute a preference under any Debtor Relief Law or for any other reason
Administrative Agent or any Lender is required to refund that payment or make
payment to someone else (and in each such instance this Guaranty will be
reinstated in an amount equal to that payment); or (k) any other circumstance
which might otherwise constitute a defense available to, or a legal or equitable
discharge of, Borrower or the Guarantor.

                                  Exhibit E-2
                                     Page 3
                             Form of Guaranty (MLP)

<PAGE>


         9. WAIVERS. By execution hereof, the Guarantor waives presentment and
demand for payment, protest, notice of intention to accelerate, notice of
acceleration, and notice of protest and nonpayment, and agrees that its
liability with respect to the Guaranteed Debt (or any part thereof) shall not be
affected by any renewal or extension in the time of payment of the Obligations
(or any part thereof). To the maximum extent lawful, the Guarantor waives all
Rights by which it might be entitled to require suit on an accrued Right of
action in respect of any Guaranteed Debt or require suit against Borrower or
others.

         10. LOAN DOCUMENTS. By execution hereof, the Guarantor covenants and
agrees that certain representations, warranties, terms, covenants, and
conditions set forth in the Loan Documents are applicable to the Guarantor by
their terms and shall be imposed upon the Guarantor, and the Guarantor reaffirms
that each such representation and warranty is true and correct and covenants and
agrees to promptly and properly perform, observe, and comply with each such
term, covenant, or condition. Moreover, the Guarantor acknowledges and agrees
that this Guaranty is subject to the offset provisions of the Loan Documents in
favor of Administrative Agent and Lenders. In the event the Credit Agreement or
any other Loan Document shall cease to remain in effect for any reason
whatsoever during any period when any part of the Guaranteed Debt remains
unpaid, the terms, covenants, and agreements of the Credit Agreement or such
other Loan Document incorporated herein by reference shall nevertheless continue
in full force and effect as obligations of the Guarantor under this Guaranty.

         11. RELIANCE AND DUTY TO REMAIN INFORMED. The Guarantor confirms that
it has executed and delivered this Guaranty after reviewing the terms and
conditions of the Loan Documents and such other information as it has deemed
appropriate in order to make its own credit analysis and decision to execute and
deliver this Guaranty. The Guarantor confirms that it has made its own
independent investigation with respect to Borrower's creditworthiness and is not
executing and delivering this Guaranty in reliance on any representation or
warranty by Administrative Agent or any Lender as to that creditworthiness. The
Guarantor expressly assumes all responsibilities to remain informed of the
financial condition of Borrower and any circumstances affecting Borrower's
ability to perform under the Loan Documents to which it is a party.

         12. LOAN DOCUMENT. This Guaranty is a Loan Document and is subject to
the applicable provisions of Articles 1 and 10 of the Credit Agreement,
including, without limitation, the provisions relating to GOVERNING LAW, AND
WAIVER OF RIGHT TO JURY TRIAL, both of which are incorporated into this Guaranty
by reference the same as if set forth in this Guaranty verbatim.

         13. NOTICES. All notices required or permitted under this Guaranty, if
any, shall be given in the manner set forth in Section 10.02 of the Credit
Agreement.

         14. AMENDMENTS, ETC. No amendment, waiver, or discharge to or under
this Guaranty is valid unless it is in writing and is signed by the party
against whom it is sought to be enforced and is otherwise in conformity with the
requirements of Section 10.01 of the Credit Agreement.

         15. ADMINISTRATIVE AGENT AND LENDERS. Administrative Agent is
Administrative Agent for each Lender under the Credit Agreement. All Rights
granted to Administrative Agent under or in connection with this Guaranty are
for each Lender's ratable benefit. Administrative Agent may, without the joinder
of any Lender, exercise any Rights in Administrative Agent's or Lenders' favor
under or in connection with this Guaranty. Administrative Agent's and each
Lender's Rights and obligations vis-a-vis each other may be subject to one or
more separate agreements between those parties.

                                  Exhibit E-2
                                     Page 4
                             Form of Guaranty (MLP)

<PAGE>


However, the Guarantor is not required to inquire about any such agreement nor
is it subject to any of its terms unless the Guarantor specifically joins such
agreement Therefore, neither Guarantor nor its successors or assigns is entitled
to any benefits or provisions of any such separate agreement or is entitled to
rely upon or raise as a defense any party's failure or refusal to comply with
the provisions of such agreement.

         16. ADDITIONAL GUARANTORS. The Guarantor is aware that certain
Subsidiaries of the Borrower have executed and delivered guaranties to the
Administrative Agent on the date hereof. Furthermore, from time to time
subsequent to the time hereof, additional Persons may execute and deliver
guaranties to the Administrative Agent. The Guarantor hereunder expressly agrees
that its obligations arising hereunder shall not be affected or diminished by
any such additional guaranties. The Guarantor agrees that it shall not be
necessary or required that the Administrative Agent or any Lender exercise any
right, assert any claim or demand or enforce any remedy whatsoever against the
Borrower or any other Person who has guaranteed the Guaranteed Debt before or as
a condition to the obligations of the Guarantor hereunder.

         17. PARTIES. This Guaranty benefits Administrative Agent, Lenders, and
their respective successors and assigns and binds the Guarantor and their
respective successors and assigns. Upon appointment of any successor
Administrative Agent under the Credit Agreement, all of the Rights of
Administrative Agent under this Guaranty automatically vest in that new
Administrative Agent as successor Administrative Agent on behalf of Lenders
without any further act, deed, conveyance, or other formality other than that
appointment. The Rights of Administrative Agent and Lenders under this Guaranty
may be transferred with any assignment of the Guaranteed Debt pursuant to and in
accordance with the terms of the Credit Agreement. The Credit Agreement contains
provisions governing assignments of the Guaranteed Debt and of Rights and
obligations under this Guaranty.

                     Remainder of Page Intentionally Blank.
                          Signature Page(s) to Follow.

                                  Exhibit E-2
                                     Page 5
                             Form of Guaranty (MLP)

<PAGE>


EXECUTED as of the date first stated in this Guaranty.

                            GUARANTOR:

                            SUNOCO LOGISTICS PARTNERS L.P., a Delaware
                            limited partnership

                            By:      Sunoco Partners LLC, a Pennsylvania limited
                                     liability company, its General Partner

                            By:
                               -------------------------------------------------
                            Name:
                                 -----------------------------------------------
                            Title:
                                  ----------------------------------------------



                                  Exhibit E-2
                                     Page 6
                             Form of Guaranty (MLP)

<PAGE>

                                                               EXHIBIT F-1

                                                               V&E DRAFT  1/8/02

                           FORM OF OPINION OF COUNSEL

                                January __, 2002

To each of the Lenders parties to the Credit
Agreement referred to below, and
Bank of America, N.A., as
Administrative Agent for the Lenders

Ladies and Gentlemen:

         We have acted as special counsel to (i) Sunoco Logistics Partners
Operations L.P., a Delaware limited partnership (the "Borrower"), (ii) Sunoco
                                                      --------
Logistics Partners GP LLC, a Delaware limited liability company (the "Borrower's
                                                                      ----------
GP"), (iii) Sunoco Logistics Partners L.P., a Delaware limited partnership (the
--
"MLP"), Sunoco Partners Marketing & Terminals L.P., a Texas limited partnership
 ---
("Sunoco Partners M&T"), Sunoco Pipeline L.P., a Texas limited partnership
  -------------------
("Sunoco Partners Pipeline", and together with Sunoco Partners M&T, the
  ------------------------
"Borrower's Subsidiaries"), and Sunoco Logistics Partners Operations GP LLC, a
 -----------------------
Delaware limited liability company (the "Borrower's Subsidiaries' GP", and
                                         -----------------------
together with the MLP, the Borrower's Subsidiaries and the Borrower's
Subsidiaries' GP, the "Guarantors") and (iv) Sunoco Partners LLC, a Pennsylvania
                       ----------
limited liability company (the "MLP's GP") in connection with the Credit
                                --------
Agreement dated as of January 11, 2002, by and among the Borrower, the MLP, the
Lenders party thereto, Bank of America, N.A., as Administrative Agent for the
Lenders, and the other agents and lenders therein named (the "Credit
                                                              ------
Agreement").
---------

         This opinion is furnished to you at the request of the Borrower
pursuant to Section 4.01(a)(vi) of the Credit Agreement. Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement.

A.       Basis of Opinion

         In rendering the opinion set forth herein, we have examined and relied
on originals or copies, certified or otherwise identified to our satisfaction of
the following (the "Loan Documents"):
                    --------------

         (a)  the Credit Agreement;

         (b)  the Notes;

         (c)  the Guaranties executed by the Guarantors;

         (d)  the Cash Collateral Account Agreement (together with (a), (b) and
              (c), the "Credit Documents");
                        ----------------

         (e)  the Organization Documents of the Borrower, the Borrower's GP, the
              Guarantors and the MLP's GP (the "Transaction Parties") and all
                                                -------------------
              amendments thereto;


                                  Exhibit F-1
                                     Page 1
                           Form of Opinion of Counsel

<PAGE>

         (f)      Certificates of the Secretary of State of the State of
                  Delaware dated __________, 2002, and of the Secretary of State
                  of Texas dated __________, 2002, and of the Commonwealth of
                  Pennsylvania dated __________, 2002, attesting to the
                  continued existence and good standing of the Transaction
                  Parties in Delaware, Texas, and Pennsylvania, as applicable;

         (g)      copies of such corporate documents and records of the
                  Transaction Parties, certificates of officers and
                  representatives of certain of the Transaction Parties and such
                  other agreements, documents, instruments and certificates of
                  public officials and other Persons as we have deemed necessary
                  or appropriate for the purposes of rendering the opinion
                  expressed herein; and

         (h)      such matters of law as we have deemed necessary or appropriate
                  as a basis for the opinion expressed herein.

         B. Assumptions

         In rendering the opinion expressed below, we have assumed, with your
permission, without independent investigation or inquiry, (a) the due
authorization, execution and delivery of the Loan Documents by all parties to
such documents (other than the Transaction Parties) and that the Loan Documents
are valid, binding and enforceable (subject to the limitations on enforceability
of the types referred to in the qualifications below) against the parties
thereto (other than the Transaction Parties); (b) the legal capacity of natural
persons; (c) the genuineness of all signatures on all documents that we
examined; (d) the authenticity of all documents submitted to us as originals;
and (e) the conformity to authentic originals of all documents submitted to us
as certified, conformed or photostatic copies.

         As to questions of fact material to the opinion hereinafter expressed,
we have relied without investigation upon the representations and warranties of
the Borrower and the Guarantors made in the Loan Documents and on such corporate
records and certificates from officers and representatives of the Transaction
Parties and from public officials as we have deemed necessary and appropriate
for this opinion. We have made no examination or investigation to verify the
accuracy or completeness of any financial, accounting or statistical information
set forth in the Loan Documents or otherwise furnished to you and, accordingly,
express no opinion with respect thereto.

C.       Opinion

         Based upon our examination and review as set forth in Section A hereof,
and subject to the assumptions, exceptions, qualifications and limitations set
forth in Sections B and D hereof, we are of the opinion that:

         1.       The Borrower is a limited partnership duly organized, validly
                  existing and in good standing under the laws of the State of
                  Delaware; the Borrower's GP is a limited liability company
                  duly organized, validly existing and in good standing under
                  the laws of the State of Delaware; the MLP's GP is a limited
                  liability company duly organized, validly existing and in good
                  standing under the laws of the Commonwealth of Pennsylvania;
                  and each of the Guarantors is a limited partnership or limited
                  liability company duly organized, validly existing and in good
                  standing under the laws of the state of its organization, as
                  indicated in the first paragraph of this opinion.

                                  Exhibit F-1
                                     Page 2
                           Form of Opinion of Counsel

<PAGE>

         2.       Each Transaction Party has the partnership or company power
                  and authority to own and lease its property and to conduct the
                  business in which it is currently engaged. The execution,
                  delivery and performance by each Transaction Party of the
                  Credit Documents to which it is a party and the consummation
                  of the transactions contemplated by the Credit Documents (a)
                  are within its partnership or company powers; (b) will not
                  contravene (i) the Organization Documents of any Transaction
                  Party or (ii) any Applicable Law (as defined below); (c) will
                  not breach or result in a default under any Material
                  Agreement; and (d) will not result in or require the creation
                  or imposition of any Lien prohibited by the Credit Documents.

                  "Applicable Law" means the Delaware Partnership Act, the
                   --------------
                  Delaware Limited Liability Company Act and those laws, rules
                  and regulations of the State of New York, Texas and the United
                  States of America and the rules and regulations adopted
                  thereunder, which, in our experience, are normally applicable
                  to transactions of the type contemplated by the Transaction
                  Documents. Furthermore, the term "Applicable Laws" does not
                  include, and we express no opinion with regard to any: (a) New
                  York, Texas or federal law, rule or regulation relating to (i)
                  pollution or protection of the environment, (ii) zoning, land
                  use, building or construction, (iii) occupational, safety and
                  health or other similar matters or (iv) labor, employee rights
                  and benefits, including the Employment Retirement Income
                  Security Act of 1974, as amended; (b) state or federal laws
                  and regulations regarding the regulation of utilities; (c)
                  antitrust and trade regulation laws; (d) tax laws, rules or
                  regulations; (e) copyright, patent and trademark laws, rules
                  or regulations; and (e) state or federal securities laws.

         3.       The Credit Agreement and the Cash Collateral Agreement have
                  been duly authorized, executed and delivered to the
                  Administrative Agent by the Borrower, and the Guaranties have
                  been duly authorized, executed and delivered to the
                  Administrative Agent by each of the Guarantors.

         4.       No authorization, approval or other action by, and no notice
                  to or filing with, any governmental authority or regulatory
                  body is required for the due execution, delivery and
                  performance by any Transaction Party of the Credit Documents
                  to which it is a party or the consummation of the transactions
                  contemplated by the Credit Documents, except, in the case of
                  such performance, for such authorizations, approvals, actions,
                  notices and filings which have been made or obtained.

         5.       The Credit Agreement and each of the Notes constitute valid
                  and binding obligations of the Borrower enforceable against
                  the Borrower in accordance with their respective terms, and
                  each Guaranty constitutes valid and binding obligations of
                  each of the Guarantors enforceable against each of the
                  Guarantors in accordance with its terms.

         6.       To our knowledge, there are no pending actions or actions
                  threatened in writing or proceedings against any Transaction
                  Party before any court, governmental agency or arbitrator that
                  purport to affect the legality, validity, binding effect or
                  enforceability of the Credit Documents, or that would
                  reasonably be expected to have a material adverse effect upon
                  the financial condition or operations of any Transaction
                  Party, taken as a whole.

                                  Exhibit F-1
                                     Page 3
                           Form of Opinion of Counsel

<PAGE>

         7.       No Transaction Party is an "investment company" or a company
                  "controlled" by an "investment company" within the meaning of
                  the Investment Company Act of 1940, as amended.

         8.       No Transaction Party is a "holding company," or a "subsidiary
                  company" of a "holding company," or an "affiliate" of a
                  "holding company" or of a "subsidiary company" of a "holding
                  company," or a "public utility" within the meaning of the
                  Public Utility Holding Company Act of 1935, as amended.

D.       Qualifications and Exceptions

         The opinion rendered above is subject in all respects to the following
qualifications and comments:

         1.       Our opinion above, as to enforceability, is subject to the
                  effect of any applicable bankruptcy, insolvency, fraudulent
                  conveyance, reorganization, moratorium and other similar laws
                  relating to or affecting creditors' rights generally.

         2.       Our opinion is subject to the effect of general principles of
                  equity (whether considered in a proceeding in equity or at
                  law). In rendering our opinion, we have assumed that the
                  parties to the Credit Documents will perform their obligations
                  and exercise their rights under such documents within the
                  standards of reasonableness, good faith and fair dealing
                  imposed by applicable law.

         3.       We express no opinion with respect to the legality, validity,
                  binding nature or enforceability of any of the following
                  provisions found in the Credit Documents, if any: (i)
                  provisions relating to waivers, precluding a party from
                  asserting certain claims or defenses or from obtaining or
                  exercising certain rights, releases and remedies, or excusing
                  a party from damages, liability or obligations to the extent
                  such provisions may violate public policy or otherwise violate
                  applicable law; (ii) provisions relating to subrogation
                  rights, delay or omission of enforcement of rights or
                  remedies, severability or set offs that violate applicable
                  law; (iii) provisions obligating a party to submit to the
                  jurisdiction or venue of any court; (iv) provisions purporting
                  to establish evidentiary standards for suits or proceedings to
                  enforce the Credit Documents; (v) provisions that decisions by
                  a party are conclusive; (vi) provisions purporting to effect
                  the automatic service of process on any person; and (vii)
                  provisions purporting to indemnify or exculpate the
                  Administrative Agent or the Lenders from the consequences of
                  their own negligence, willful misconduct or strict liability.

         4.       With respect to our opinion set forth in paragraph 1 above as
                  to the valid existence and good standing of the Borrower, the
                  Borrower's GP, the MLP, the MLP's GP and the Borrowers'
                  Subsidiaries' GP, we have relied solely on the certificate
                  dated __________, of the Secretary of State of the State of
                  Delaware, the certificate dated _____________, of the
                  Secretary of the State of Texas and the certificate dated
                  _____________, of the Commonwealth of Pennsylvania and, with
                  respect to the period from that date to the date of this
                  opinion letter, a certificate of an officer of the Borrower.

         5.       Qualification of any statement or opinion herein by the use of
                  the words "to our knowledge" means that during the course of
                  the representation in connection with these


                                  Exhibit F-1
                                     Page 4
                           Form of Opinion of Counsel

<PAGE>

                  transactions contemplated by the Credit Agreement, no
                  information has come to our attention that would give us
                  current knowledge of the existence of facts or matters so
                  qualified. We have not undertaken any investigation to
                  determine the existence of facts, and no inference as to our
                  knowledge thereof shall be drawn from the fact of the
                  representation by us of any party or otherwise.

         6.       We are members of the bar of the States of New York and Texas,
                  and we express no opinion as to the laws of any jurisdiction
                  other than the laws of the States of New York and Texas, the
                  Delaware Partnership Act, the Delaware Limited Liability
                  Company Act and the Federal laws of the United States of
                  America.

         7.       This opinion letter is limited to the matters stated herein,
                  and no opinions may be implied or inferred beyond the matters
                  expressly stated herein.

         8.       The opinion expressed herein is as of the date hereof, and we
                  assume no obligation to update or supplement such opinion to
                  reflect any facts or circumstances that may hereafter come to
                  our attention or any changes in law that may hereafter occur.

         9.       This opinion is being furnished only to the addressees named
                  above, and has been rendered solely for your benefit in
                  connection with the Credit Agreement and the transactions
                  contemplated thereby and may not be used, circulated, quoted,
                  relied upon or otherwise referred to for any other purpose
                  without our prior written consent; provided, however, that any
                  Person that becomes a Lender or successor Administrative Agent
                  pursuant to the terms of the Credit Agreement may rely on this
                  opinion as if it were addressed to such Person and delivered
                  on the date hereof.

                                             Very truly yours,



                                             VINSON & ELKINS L.L.P.




                                  Exhibit F-1
                                     Page 5
                           Form of Opinion of Counsel

<PAGE>

                                                                     EXHIBIT F-2

                           FORM OF OPINION OF COUNSEL

                                January __, 2002

To each of the Lenders parties to the Credit
Agreement referred to below, and
Bank of America, N.A., as
Administrative Agent for the Lenders

Ladies and Gentlemen:

         I am ___________ of Sunoco ______ and have acted as counsel to (i)
Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the
"Borrower"), (ii) Sunoco Logistics Partners GP LLC, a Delaware limited liability
 --------
company (the "Borrower's GP"), (iii) Sunoco Logistics Partners L.P., a Delaware
              -------------
limited partnership (the "MLP"), Sunoco Partners Marketing & Terminals L.P., a
Texas limited partnership ("Sunoco Partners M&T"), Sunoco Pipeline L.P., a Texas
                            -------------------
limited partnership ("Sunoco Partners Pipeline", and together with Sunoco
                      ------------------------
Partners M&T, the "Borrower's Subsidiaries"), and Sunoco Logistics Partners
                   -----------------------
Operations GP LLC, a Delaware limited liability company (the "Borrower's
                                                              ----------
Subsidiaries' GP", and together with the MLP, the Borrower's Subsidiaries and
----------------
the Borrower's Subsidiaries' GP, the "Guarantors") and (iv) Sunoco Partners LLC,
                                      ----------
a Pennsylvania limited liability company (the "MLP's GP") in connection with the
                                               --------
Credit Agreement dated as of January 11, 2002, by and among the Borrower, the
MLP, the Lenders party thereto, Bank of America, N.A., as Administrative Agent
for the Lenders, and the other agents and lenders therein named (the "Credit
                                                                      ------
Agreement").
---------

         In connection with the opinions expressed herein, I, or attorneys
reporting to me, have examined and relied upon copies of the following
documents:

         (a)      the Credit Agreement, including all exhibits, schedules, and
                  attachments thereto, and any Notes issued pursuant thereto
                  (the "Notes");

         (b)      the Guaranties dated as of even date with the Credit Agreement
                  executed by each of the Guarantors (the "Guaranty");

         (c)      the Cash Collateral Account Agreement;

         (d)      Certificates of the Commonwealth of Pennsylvania dated
                  __________, 2002, attesting to the continued existence and
                  good standing of the MLP's GP in Pennsylvania; and

         (e)      the Organization Documents of the MLP's GP and all amendments
                  thereto.

         Those documents identified in items (a), (b) and (c) above are
collectively referred to herein as the "Credit Documents." In connection with
this opinion, I or other attorneys acting under my supervision have (i)
investigated such questions of law, (ii) examined such partnership and company
documents and records of the Transaction Parties and certificates of public
officials, and (iii) received such information from officers and representatives
of the Transaction Parties and made such investigations as I or other attorneys
under my supervision have deemed necessary or appropriate for the

                                  Exhibit F-2
                                     Page 1
                           Form of Opinion of Counsel

<PAGE>


purposes of this opinion. I have not, nor have other attorneys under my
supervision, conducted independent investigations or inquiries to determine the
existence of matters, actions, proceedings, items, documents, facts, judgments,
decrees, franchises, certificates, permits, or the like and have made no
independent search of the records of any court, arbitrator, or governmental
authority affecting any Person, and no inference as to my knowledge thereof
shall be drawn from the fact of my representation of any party or otherwise.

         In rendering the opinions herein, I have assumed without independent
verification (i) the genuineness of all signatures of the Lenders and the
Administrative Agent, (ii) the capacity of the signing officers of each of the
Lenders and the Administrative Agent, (iii) the authenticity of all documents
submitted to me as original and the conformity with the authentic originals of
all documents submitted to me as copies, and (iv) the due execution and
delivery, pursuant to due authorization, of the Agreement by the Lenders and the
Administrative Agent and the enforceability of the Agreement against the Lenders
and the Administrative Agent.

         Based upon and subject to the foregoing and the other qualifications,
limitations, and assumptions set forth below and upon such other matters as I
have deemed appropriate, I am of the opinion that:

         1.       The MLP's GP is a limited liability company duly organized,
                  validly existing, and in good standing under the laws of the
                  Commonwealth of Pennsylvania.

         2.       The MLP's GP has the company power and authority to own and
                  lease its property and to conduct the business in which it is
                  currently engaged. The execution, delivery, and performance by
                  the MLP's GP of the Credit Documents on behalf of the MLP and
                  the consummation of the transactions contemplated by the
                  Credit Documents are (a) within its company powers, (b) will
                  not contravene (i) the Organization Documents of the MLP's GP,
                  (ii) any law, rule, or regulation of the Commonwealth of
                  Pennsylvania applicable to the MLP's GP, or (iii) any
                  contractual or legal restriction applicable to the MLP's GP,
                  and (c) with regard to the MLP's GP, will not result in or
                  require the creation or imposition of any Lien prohibited by
                  the Credit Documents.

         3.       The Credit Agreement and the Guaranty have been duly
                  authorized, executed, and delivered to the Administrative
                  Agent by the MLP's GP on behalf of the MLP.

         4.       No authorization, approval, or other action by, and no notice
                  to or filing with, any governmental authority or regulatory
                  body is required for the due execution, delivery, and
                  performance by the MLP's GP of the Credit Documents to which
                  it is a party or the consummation of the transactions
                  contemplated by the Credit Documents, except, in the case of
                  such performance, for such authorizations, approvals, actions,
                  notices, and filings that have been made or obtained.

         5.       To my knowledge there are no pending or overtly threatened
                  actions or proceedings against the MLP's GP before any court,
                  governmental agency, or arbitrator that purport to affect the
                  legality, validity, binding effect, or enforceability of the
                  Credit Documents, or that would reasonably be expected to have
                  a materially adverse effect upon the financial condition or
                  operations of the MLP's GP.

                                  Exhibit F-2
                                     Page 2
                           Form of Opinion of Counsel

<PAGE>



         6.       In any action or proceeding arising out of or relating to the
                  Credit Documents in any court of the State of Pennsylvania or
                  in any Federal court sitting in the State of Pennsylvania,
                  assuming (i) proper venue, jurisdiction, and a full and proper
                  presentation of the issues and the law to the court, (ii) such
                  action or proceeding is not dismissed on the basis of an
                  inconvenient forum, and (iii) that the court properly applies
                  Pennsylvania law, such court would (a) recognize and give
                  effect to the provisions of the Credit Documents that set
                  forth the governing law, and (b) construe the Credit Documents
                  in accordance with the internal laws of the State of New York.
                  Subject to the foregoing and without limiting the generality
                  thereof, a court of the State of Pennsylvania or a Federal
                  court sitting in the State of Pennsylvania would apply the
                  usury law of the State of New York and applicable U.S. federal
                  law, and would not apply the usury law of the State of
                  Pennsylvania, to the Credit Documents. However, if a court
                  were to hold that the Credit Documents are governed by or are
                  to be construed in accordance with the laws of the State of
                  Pennsylvania, the Credit Agreement and the Cash Collateral
                  Agreement, when executed and delivered by the parties thereto,
                  would be, under the laws of the State of Pennsylvania, legal,
                  valid, and binding obligations of the Borrower, enforceable
                  against the Borrower in accordance with its terms, and each
                  Guaranty would be, under the laws of the State of
                  Pennsylvania, legal, valid and binding obligations of each
                  Guarantor party thereto, enforceable against such Guarantor in
                  accordance with its terms.

         The opinions expressed in this letter are subject to the following
additional qualifications and limitations:

         1.       With respect to my opinion set forth in paragraph 1 above as
                  to the valid existence and good standing of the MLP's GP, I
                  have relied solely on the certificate dated __________, of the
                  Commonwealth of Pennsylvania and, with respect to the period
                  from that date to the date of this opinion letter, a
                  certificate of an officer of the MLP's GP.

         2.       Qualification of any statement or opinion herein by the use of
                  the words "to my knowledge" means that during the course of
                  the representation in connection with these transactions
                  contemplated by the Credit Agreement, no information has come
                  to my attention that would give me current knowledge of the
                  existence of facts or matters so qualified. I have not
                  undertaken any investigation to determine the existence of
                  facts, and no inference as to my knowledge thereof shall be
                  drawn from the fact of the representation by me of any party
                  or otherwise.

         3.       This opinion letter is limited to the matters stated herein,
                  and no opinions may be implied or inferred beyond the matters
                  expressly stated herein.

         4.       The opinion expressed herein is as of the date hereof, and I
                  assume no obligation to update or supplement such opinion to
                  reflect any facts or circumstances that may hereafter come to
                  my attention or any changes in law that may hereafter occur.

         5.       I am admitted to practice law in the Commonwealth of
                  Pennsylvania, and, accordingly, the opinions expressed herein
                  are based upon and limited exclusively to the laws of the
                  Commonwealth of Pennsylvania insofar as any of such laws are
                  applicable. I render no opinion with respect to any other
                  laws.

                                  Exhibit F-2
                                     Page 3
                           Form of Opinion of Counsel

<PAGE>



         6.       This opinion letter is solely for the benefit of the Lenders
                  and the Administrative Agent, their respective successors,
                  assigns, participants, and other transferees and counsel for
                  the Persons referred to in this sentence, in consummating the
                  transaction contemplated by the Credit Documents, and may not
                  be used or relied upon by, quoted, transmitted to, or filed
                  with any other Person or for any other purpose whatsoever
                  without in each instance my prior written consent. This
                  opinion speaks as of its date, and I undertake no, and hereby
                  expressly disclaim any, duty to advise you as to any changes
                  of fact or law coming to my attention after the date hereof.

                                                 Very truly yours,

                                  Exhibit F-2
                                     Page 4
                           Form of Opinion of Counsel

<PAGE>


                                                                       EXHIBIT G

                        CASH COLLATERAL ACCOUNT AGREEMENT
                        ---------------------------------

         This CASH COLLATERAL ACCOUNT AGREEMENT (the "Agreement") dated as of
January __, 2002, is entered into among SUNOCO LOGISTICS PARTNERS OPERATIONS
L.P. ("Borrower") and Bank of America, N.A. (the "Administrative Agent"). All
capitalized terms used but not defined herein shall have the meanings set forth
in the Credit Agreement herein referenced.

                                    RECITALS

         WHEREAS, pursuant to the Credit Agreement dated as of the date hereof
among the Borrower, the MLP, the Lenders from time to time party thereto, and
the Administrative Agent, as Administrative Agent for the Lenders and as L/C
Issuer (as it may be amended, modified, supplemented and restated from time to
time, the "Credit Agreement"), the Lenders have committed to make Loans and
issue Letters of Credit;

         WHEREAS, the Administrative Agent has agreed that it will issue Letters
of Credit, provided that Borrower agrees to establish and maintain the Cash
Collateral Account subject to and in accordance with the terms and conditions of
this Agreement; and

         WHEREAS, as a condition precedent to executing and delivering the
Credit Agreement, making Borrowings and issuing the Letters of Credit, the
Lenders have required that Borrower grant a lien on and security interest in its
rights and interests in the Cash Collateral Account to the Administrative Agent,
on behalf of, and for the benefit of, the Lenders, to secure its L/C
Obligations;

         NOW THEREFORE, in consideration of the premises and the mutual
agreements contained herein, Borrower and Administrative Agent hereby agree as
follows:

         1. Establishment of Cash Collateral Account. (a) Borrower shall
            ----------------------------------------
establish and maintain an account (the "Cash Collateral Account") with the
Administrative Agent, the maintenance of which shall be subject to such rules
and regulations as the Administrative Agent shall from time to time specify. If
an Event of Default shall occur, the Administrative Agent shall have the
immediate right, without prior notice or demand, to take and apply against the
L/C Obligations any and all funds then or thereafter on deposit in the Cash
Collateral Account. The funds deposited in the Cash Collateral Account shall be
invested by the Administrative Agent in demand deposits held by or certificates
of deposit issued by the Administrative Agent. The Administrative Agent shall
not be obligated to pay interest on the Cash Collateral Account. The interest,
if any, earned on the Cash Collateral Account shall be credited to and remain a
part of the Cash Collateral Account until the termination of this Agreement.
Borrower shall make deposits to the Cash Collateral Account at the time and in
the amounts required by the Credit Agreement. Deposits shall be made by wire
transfer to the account as designated by the Administrative Agent.

         (b) The Administrative Agent shall have complete dominion and control
over the Cash Collateral Account. The Borrower shall have no right to make
withdrawals from the Cash Collateral Account. The Administrative Agent shall
have the right at any time, without notice to the Borrower, to withdraw funds
from the Cash Collateral Account for application to the L/C Obligations.

                                   Exhibit G
                                     Page 1
                       Cash Collateral Account Agreement

<PAGE>


         (c) The maximum amount required to be on deposit in the Cash Collateral
Account at any time shall be equal to the Outstanding Amount of L/C Obligations.
If the amount on deposit in the Cash Collateral Account exceeds the Outstanding
Amount of all L/C Obligations, upon request made by the Borrower, Administrative
Agent shall return such excess funds to Borrower.

         2. Pledge of Cash Collateral Account. Borrower hereby grants to the
            ---------------------------------
Administrative Agent, for the benefit of the Lenders, a lien on and security
interest in and to the Cash Collateral Account and all monies, cash, checks,
drafts, certificates of deposit, instruments, investment property, and other
items now or hereafter received by Administrative Agent for deposit therein and
held therein, as security for the L/C Obligations. The rights granted by this
Paragraph 2 shall be in addition to the rights of the Administrative Agent under
any statutory banker's Lien or the common law right of set off.

         3. Miscellaneous.
            -------------

         (a) The Borrower agrees to pay to the Administrative Agent all
customary fees, costs and expenses which the Administrative Agent incurs in
connection with opening and maintaining the Cash Collateral Account.

         (b) This Agreement is one of the "Loan Documents" referred to in the
Credit Agreement and the provisions of the Credit Agreement relating to the Loan
Documents are incorporated herein by reference. Unless stated otherwise, (i) the
singular number includes the plural and vice versa and words of any gender
include each other gender, in each case, as appropriate, (ii) headings and
captions may not be construed in interpreting provisions, (iii) this Agreement
must be construed, and its performance enforced, under New York law, and (iv)
this Agreement may be executed in any number of counterparts with the same
effect as if all signatories had signed the same document, and all of those
counterparts must be construed together to constitute the same document.

         (c) This Agreement shall remain in effect until such time as there are
no Letters of Credit outstanding, all Commitments have been terminated or
reduced to zero, and there are no outstanding L/C Obligations. At such time,
this Agreement shall terminate and the Administrative Agent shall return any
amounts on deposit to the Borrower.

         (d) This Agreement binds and inures to the benefit of Borrower, the
Administrative Agent (for the benefit of Lenders), and their respective
successors and assigns.

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                             signature page follows]

                                   Exhibit G
                                     Page 2
                       Cash Collateral Account Agreement

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

By:      SUNOCO LOGISTICS PARTNERS GP, LLC,
         its General Partner

By:
         -----------------------------------
Name:
         -----------------------------------
Title:
         -----------------------------------



                                   Exhibit G
                                     Page 3
                       Cash Collateral Account Agreement

<PAGE>

BANK OF AMERICA, N.A.,
for itself and as Administrative Agent for the Lenders


By:
         -----------------------------------
Name:
         -----------------------------------
Title:
         -----------------------------------


                                   Exhibit G
                                     Page 4
                       Cash Collateral Account Agreement