**Exhibit 10.6.1**

 

**AMENDMENT NO. 2009-1 TO**

**OMNIBUS AGREEMENT**

 

This AMENDMENT NO. 2009-1, dated as of February 23, 2009 and effective January 1, 2009 (this “Amendment”), to the Omnibus Agreement, dated as of February 8, 2002, and amended previously by Amendment No. 2006-1,Amendment No. 2007-1 and Amendment No. 2008-1 (as amended, the “Omnibus Agreement”) by is adopted, executed and agreed to by Sunoco, Inc., Sunoco, Inc. (R&M), Sun Pipe Line Company of Delaware LLC, Atlantic PetroleumCorporation, 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 hereinhave 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 2009 calendar year. 

 

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

 

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

 

“(d) Effective January 1, 2009, and for a period of one year thereafter, the Administrative Fee paid by the Partnership to theGeneral Partner will be Five Million Nine Hundred Ninety Five Thousand Dollars ($5,995,000) per year. This Administrative Fee for the 2009 calendar year will be a fixed fee, and will not be subject to any increase by Sunoco, whether to reflectchanges in the Consumer Price Index, or otherwise; *provided, however,*that the General Partner, with the approval and consent of its Conflicts Committee, may agree on behalf of the Partnership to increase such Administrative Fee in connectionwith 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 the different Members in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and thesame agreement. 

 

[COUNTERPART SIGNATURE PAGES FOLLOW]

 

**Page 1 of 3**

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

 
**SUNOCO, INC.**By: 
/s/ Terence P. Delaney
Name: Terence P. DelaneyTitle: Vice President & Interim Chief Financial Officer**SUNOCO, INC. (R&M)**By: 
/s/ Terence P. Delaney
Name: Terence P. DelaneyTitle: Vice President & Interim 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/Deborah M. Fretz
Name: Deborah M. FretzTitle: President
 

*{SignaturePage to Amendment No. 2009-1 to Omnibus Agreement}*

 

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

*{SignaturePage to Amendment No. 2009-1 to Omnibus Agreement}*

 

**Page 3 of 3**