**Exhibit 10.5.1**

**AMENDMENT NO. 2008-1 TO**

**OMNIBUS AGREEMENT**

This AMENDMENT NO. 2008-1, dated as of February 24, 2008 and effective January 1, 2008 (this “Amendment”), to the Omnibus Agreement,dated as of February 8, 2002, and amended previously by Amendment No. 2006-1 and Amendment No. 2007-1 (as amended, the “Omnibus Agreement”) by is adopted, executed and agreed to by Sunoco, Inc., Sunoco, Inc. (R&M), SunPipe Line Company of Delaware LLC, Atlantic Petroleum Corporation, Sun Pipe Line Company, Sun Pipe Line Delaware (Out) LLC, Sunoco Logistics Partners L.P., Sunoco Logistics Partners Operations L.P., and Sunoco Partners LLC (each a “Party”and, collectively, the “Parties”). 

**Recitals**

WHEREAS, except as otherwise provided herein, capitalized terms used herein have the meanings assigned to them in the Omnibus Agreement; and 

WHEREAS, the Parties desire to amend the Omnibus Agreement to provide for the payment of a one-year fixed Administrative Fee for the 2008 calendaryear. 

NOW, THEREFORE, in consideration of the premises, and each intending to be legally bound, the Parties do hereby agree as follows:

**SECTION 1. Amendment to Section 4.1.**Section 4.1 of the Omnibus Agreement is amended to add a newsubsection (d), as follows: 

“(d) Effective January 1, 2008, and for a period of one year thereafter, theAdministrative Fee paid by the Partnership to the General Partner will be Six Million Forty Seven Thousand Dollars ($6,047,000) per year. This Administrative Fee for the 2008 calendar year will be a fixed fee, and will not be subject to any increaseby Sunoco, whether to reflect changes in the Consumer Price Index, or otherwise; *provided, however,*that the General Partner, with the approval and consent of its Conflicts Committee, may agree on behalf of the Partnership to increase suchAdministrative Fee in connection with expansions of the operations of the Partnership Group through the acquisition or construction of new assets or businesses.” 

**SECTION 2. Governing Law.**This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth ofPennsylvania. 

**SECTION 3. Counterparts.**This Amendment may be executed in any number of counterparts and by thedifferent Members in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

[COUNTERPART SIGNATURE PAGES FOLLOW] 

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

 

**SUNOCO, INC.**
By: 
/s/ Thomas W. Hofmann
Name: Thomas W. HofmannTitle: Senior Vice President & Chief Financial Officer
**SUNOCO, INC. (R&M)**
By: 
/s/ Thomas W. Hofmann
Name: Thomas W. HofmannTitle: Senior Vice President & Chief Financial Officer
**ATLANTIC PETROLEUM CORPORATION**
By: 
/s/ Sanjay Dhawan
Name: Sanjay DhawanTitle: President
**SUN PIPE LINE COMPANY OF DELAWARE LLC**

**(as successor to Sun Pipe Line Company of Delaware)**
By: 
/s/ David A. Justin
Name: David A. JustinTitle: President
*{Signature Page to Amendment No. 2008-1 to Omnibus Agreement}*

**SUN PIPE LINE COMPANY**
By: 
/s/ Deborah M. Fretz
Name: Deborah M. FretzTitle: President
**SUNOCO PARTNERS LLC**
By: 
/s/ Deborah M. Fretz
Name: Deborah M. FretzTitle: President and Chief Executive Officer
**SUNOCO LOGISTICS PARTNERS L.P.**
 By: 
SUNOCO PARTNERS LLC,

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

its General Partner
  By: 
/s/ Deborah M. Fretz
  Name: Deborah M. Fretz  Title: President and Chief Executive Officer
**SUN PIPE LINE DELAWARE (OUT) LLC**

**(as successor to Sun Pipe Line Services (Out) LLC)**
By: 
/s/ Deborah M. Fretz
Name: Deborah M. FretzTitle: President
*{Signature Page to Amendment No. 2008-1 to Omnibus Agreement}*