**Exhibit 10.6.1**

 

**AMENDMENT NO. 2010-1 TO**

**OMNIBUS AGREEMENT**

 

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

 

**Recitals**

 

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

 

WHEREAS, the Parties desire to amend the Omnibus Agreement to provide for the payment of a one-year fixed Administrative Fee for the 2010 calendar year. 

 

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

 

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

 

“(d) Effective January 1, 2010, andfor a period of one year thereafter, the Administrative Fee paid by the Partnership to the General Partner will be Five Million Three Hundred Fifty Three Thousand Dollars ($5,353,000) per year. This Administrative Fee for the 2010 calendar year willbe a fixed fee, and will not be subject to any increase by Sunoco, whether to reflect changes in the Consumer Price Index, or otherwise; *provided, however,*that the General Partner, with the approval and consent of its Conflicts Committee,may agree on behalf of the Partnership to increase such Administrative Fee in connection with expansions of the operations of the Partnership Group through the acquisition or construction of new assets or businesses.” 

 

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

 

**SECTION 3. Counterparts.**This Amendment may be executed in any number of counterparts and by the different Members inseparate 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 datefirst set forth above. 

 
**SUNOCO, INC.**By: 
        /s/ Brian P.MacDonald
 Name: Brian P. MacDonald Title: Senior Vice President & Chief Financial Officer**SUNOCO, INC. (R&M)**By: 
        /s/ Brian P.MacDonald
 Name: Brian P. MacDonald Title: Senior Vice President & Chief Financial Officer**ATLANTIC PETROLEUM CORPORATION**By: 
        /s/ Peter J.Gvazdauskas
 Name: Peter J. Gvazdauskas Title: President**SUN PIPE LINE COMPANY OF DELAWARE LLC****(as successor to Sun Pipe Line Company of Delaware)**By: 
        /s/ Deborah M. Fretz
 Name: Deborah M. Fretz Title: President
 

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

**SUNOCO PIPELINE L.P.****(as successor to Sunoco Texas Pipeline Company and Sun Pipeline Services (Out) LLC)**By: Sunoco Logistics Partners Operations GP LLC, its general partnerBy: 
        /s/ Deborah M. Fretz
 Name: Deborah M. Fretz Title: President**SUNOCO PARTNERS LLC**By: 
        /s/ Deborah M. Fretz
 Name: Deborah M. Fretz Title: President and Chief Executive Officer**SUNOCO LOGISTICS PARTNERS L.P.**By: 
SUNOCO PARTNERS LLC,

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

its general partner
By: 
        /s/ Deborah M. Fretz
 Name: Deborah M. Fretz Title: President
 

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