<PAGE>

                                                                    Exhibit 10.9

================================================================================

                          INTER-REFINERY PIPELINE LEASE

                                     BETWEEN

                              SUNOCO PIPELINE L.P.,

                                       AND

                               SUNOCO, INC. (R&M)

================================================================================

<PAGE>


                                Table Of Contents
                                -----------------

1.       DESCRIPTION
2.       TERM
3.       RENT
4.       OPERATIONS AND MAINTENANCE
         4.1      Restricted Use
         4.2      Operations
         4.3      Maintenance
         4.4      Right of Way
         4.5      Taxes
         4.6      Relocations
         4.7      Non-Routine Maintenance Expense and Capital Budgets
         4.8      Measurement
         4.9      Expansion and Capital Projects
5.       INSURANCE
6.       COMPLIANCE WITH LAW
7.       OPERATING COMMITTEE
8.       NO WARRANTY, LIMITATION OF LIABILITY
9.       INDEMNIFICATION
10.      LIENS
11.      CONDEMNATION
12.      DEFAULT, TERMINATION, REMEDIES
13.      NOTICES
14.      MISCELLANEOUS PROVISIONS
         14.1     Governing Law
         14.2     Assignment
         14.3     Modifications
         14.4     Enforceability
         14.5     Captions
         14.6     Counterparts
         14.7     Waiver
         14.8     Quiet Enjoyment
         14.9     Dispute Resolution
15.      EXHIBIT A
16.      EXHIBIT B
17.      EXHIBIT C

                                       i

<PAGE>


                                 PIPELINE LEASE

     This Lease, is made this 8th day of February 2002 by and between Sunoco
Pipeline L.P. whose address is 1801 Market Street, Philadelphia, PA 19103
("LESSOR"), and Sunoco, Inc.(R&M) whose address is 1801 Market Street,
Philadelphia, PA 19103 ("LESSEE")

     WHEREAS, LESSOR owns three (3) pipelines between LESSEE'S Philadelphia and
Marcus Hook Refineries as well as one (1) pipeline between LESSOR'S Paulsboro,
NJ Terminal and the Philadelphia International Airport, and

     WHEREAS, LESSEE desires to lease all of the aforementioned pipelines, and

     WHEREAS, LESSOR is willing to grant this Lease to LESSEE under the terms
and conditions of this Lease,

     NOW, THEREFORE in consideration of the mutual promises and covenants
contained herein, LESSOR and LESSEE agree, with the intent to be legally bound,
to the following terms and conditions.

1.   DESCRIPTION
     -----------

     LESSOR hereby leases, lets and demises unto LESSEE the following assets: a)
     three (3) bi-directional 18 (eighteen) mile pipelines between LESSEE'S
     Philadelphia and Marcus Hook Refineries (the "Inter-refinery Assets") and
     b) one (1) pipeline between LESSOR'S Paulsboro, NJ Terminal (the "Paulsboro
     Terminal") and the Philadelphia International Airport, including the
     delivery facilities into the Paulsboro Terminal and the Philadelphia
     International Airport (the "Paulsboro Assets"), all of which are more
     specifically described in Exhibits A and B, which are attached hereto and
     made a part hereof and which are hereinafter referred to collectively as
     the "Leased Assets".

2.   TERM
     ----

     The term of this Lease shall commence on the 8th day of February 2002 and
     shall continue for a period of twenty (20) years thereafter.

3.   RENT
     ----

     During the first calendar year of the term, LESSEE agrees to pay LESSOR an
     initial annual rent of five-million-eighty-three-thousand-five-hundred
     dollars ($5,083,500.00) to lease the Leased Assets, prorated for the first
     calendar year as shown on Exhibit C attached hereto. LESSEE agrees to pay
     the annual rent on a monthly basis, making payments during the first
     calendar year of the term of this Lease of
     four-hundred-twenty-three-thousand-six-hundred-twenty-five dollars
     ($423,625.00), prorated for the first month as shown on Exhibit C attached
     hereto, by electronic transfer to an account designated by LESSOR by the
     tenth of each calendar month. Effective January 1st for each succeeding
     calendar year of the term thereafter, the annual rent will be increased by

<PAGE>

     1.67% on a cumulative basis to be paid in equal monthly installments by
     electronic transfer to an account designated by LESSOR by the tenth of each
     calendar month. An illustration depicting future lease payments is attached
     hereto as Exhibit C and made a part hereof.

4.   OPERATIONS AND MAINTENANCE
     --------------------------

     4.1  Restricted Use
          --------------

          The Leased Assets may only be used as a private pipeline system for
          the sole transportation of jet fuel, liquefied petroleum gases,
          gasoline, distillates, blending components, and intermediate feed
          stocks. LESSEE is prohibited from making any connections of the Leased
          Assets to any third-party facilities. Any other use of the Leased
          Assets is strictly prohibited without the prior express written
          permission of LESSOR.

     4.2  Operations
          ----------

          LESSEE shall, at its sole cost and expense, operate the Inter-refinery
          Assets in transportation service. The Inter-refinery Assets shall be
          operated in a good and workmanlike manner in accordance with usual and
          customary industry practices and all applicable engineering and safety
          requirements, and in compliance with all applicable laws, rules and
          regulations, including, without limitation, the U.S. Department of
          Transportation Pipeline Safety Regulations. LESSOR shall assume no
          obligation whatsoever in connection with the LESSEE'S operation of the
          Inter-refinery Assets. LESSOR shall not be required to furnish
          workers, equipment, or materials in connection with LESSEE'S operation
          of the Inter-refinery Assets.

          With respect to the Paulsboro Assets, LESSOR shall, at its sole cost
          and expense, operate the Paulsboro Assets in transportation service as
          directed by LESSEE. The Paulsboro Assets shall be operated in a good
          and workmanlike manner in accordance with the usual and customary
          industry practices and all applicable engineering and safety
          requirements, and in compliance with all applicable laws, rules and
          regulations, including, without limitation, the U.S. Department of
          Transportation Pipeline Safety Regulations. LESSEE shall not be
          required to furnish workers, equipment or materials in connection with
          LESSOR'S operation of the Paulsboro Assets as directed by LESSEE.

     4.3  Maintenance
          -----------

          LESSOR shall maintain the Leased Assets in accordance with the usual
          and customary industry practices and all applicable engineering and
          safety requirements and in compliance with all applicable laws, rules
          and regulations, including, without limitation, the U.S. Department of
          Transportation Pipeline Safety Regulations. LESSOR shall, at its sole
          cost and expense, perform the

                                       2

<PAGE>

          following routine maintenance activities on the Leased Assets: line
          marking, DOT valve and river crossing inspections, main line valve
          maintenance, right of way surveillance and patrols, painting
          above-ground facilities, one calls and cathodic protection. LESSOR
          will also perform all other required maintenance on the Leased Assets
          ("Non-Routine Maintenance") to include, without limitation, smart
          pigging, hydrostatic testing, and pipeline repairs, right-of-way
          clearing and mowing, leak response and environmental cleanup. LESSEE
          shall reimburse LESSOR for all of its actual costs associated with the
          performance of any Non-Routine Maintenance activities within ten (10)
          days from the date of LESSEE'S receipt of written request therefore
          from LESSOR.

     4.4  Right of Way
          ------------

          LESSOR expressly reserves unto itself, its successors, and assigns the
          rights-of-way, easements, licenses, and permits through the lands
          where the Leased Assets are located; and LESSOR shall have access to
          such rights-of-way or easements for any purpose deemed necessary by
          LESSOR, in LESSOR'S sole discretion, provided that such use by LESSOR
          does not unreasonably interfere with LESSEE'S use of the Leased
          Assets.

     4.5  Taxes
          -----

          LESSOR shall be responsible for, and pay when due, all real property
          taxes levied against the Leased Assets, as well as all personal
          property taxes related thereto except as otherwise provided herein.

          LESSEE shall pay when due any present or future government taxes,
          fees, duties, or assessments related to operation of the Leased
          Assets. In the event any such taxes, fees, duties, or assessments
          referenced herein are levied against LESSOR, LESSEE will promptly
          reimburse LESSOR therefore within ten (10) days of receipt of
          documentation evidencing payment thereof by LESSOR.

     4.6  Relocations
          -----------

          In the event that LESSOR is required to relocate the Leased Assets,
          LESSOR will provide LESSEE reasonable notice of such requirement, and
          LESSEE shall reimburse LESSOR for all costs associated with such
          relocation.

     4.7  Non-Routine Maintenance Expense and Capital Budgets
          ---------------------------------------------------

          In order to inform LESSEE as to LESSOR'S projected expenditures for
          Non-Routine Maintenance activities and capital expenditures
          contemplated for a forthcoming calendar year, the parties agree as
          follows:

               Not later than October 1, LESSOR shall prepare in reasonably
               concise form and mail to LESSEE a Non-Routine Maintenance Budget
               and a

                                       3

<PAGE>

               Capital Budget for the Leased Assets for the next calendar year.
               The Non-Routine Maintenance Budget shall identify planned
               expenditures by major expense classifications and shall itemize
               all major Non-Routine Maintenance projects which are estimated to
               cost more than fifty thousand dollars ($50,000) each. The Capital
               Budget shall itemize all capital projects which are estimated to
               cost more than fifty thousand dollars ($50,000) each. LESSOR
               shall provide budget updates to LESSEE on a periodic basis
               throughout the year upon request.

     4.8  Measurement
          -----------

          LESSOR shall provide custody transfer metering at the Philadelphia
          International Airport Delivery facility to enable LESSEE to provide
          billing and accounting services to LESSEE'S customers.

     4.9  Expansion and Capital Projects
          ------------------------------

          LESSOR shall perform all expansion and capital projects on behalf of
          LESSEE relating to the Leased Assets, provided LESSEE guarantees an
          acceptable return on Lessor's invested capital.

5.   INSURANCE
     ---------

     LESSEE, and its authorized agents and contractors, shall furnish evidence
     that with respect to the use and operations or activities related to the
     Leased Assets, LESSEE, and its agents or contractor(s) carry insurance
     coverage or are self insured with the following kinds of coverage and
     minimum amounts:

     (a)  Workers' Compensation and Occupational Disease Insurance, including
          Employer's Liability Insurance, complying with the laws of the
          Commonwealth of Pennsylvania and the State of New Jersey. Employer's
          Liability Insurance shall be provided with a limit of not less than
          $1,000,000.00.

     (b)  Comprehensive General Liability Insurance, including Contractual
          Liability, Products, Completed Operations Liability, and
          Explosion/Fire Legal Liability, Collapse and Underground Damage
          Liability, as well as coverage on all LESSEE'S and its authorized
          agents and contractors' equipment (other than motor vehicles licensed
          for highway use) owned, hired, or used in performance with this Lease
          with limits not less than: $5,000,000.00 Bodily Injury Property Damage
          Combined each occurrence & aggregate.

     (c)  Automobile Liability Insurance covering all motor vehicles owned,
          hired, or used in connection with this Lease with limits not less
          than: $1,000,000 Bodily Injury & Property Damage Combined each
          occurrence & aggregate.

                                       4

<PAGE>

     The foregoing Comprehensive General Liability and Automobile Liability
     Insurance shall name LESSOR, its parent, subsidiaries, and affiliates as
     additional insureds with respect to LESSEE'S obligations under this Lease;
     and the policy shall contain the following language "Naming Sunoco Pipeline
     L.P., its parent, subsidiaries, and affiliates as additional insureds shall
     not prevent recovery in any situation in which recovery would have been
     available to Sunoco Pipeline L.P. had it not been named as an additional
     insured." A certificate of insurance evidencing the aforementioned
     insurance coverage must be provided to LESSOR prior to entering upon
     LESSOR'S property. This coverage must remain in full force and effect
     during the term of this Lease.

     The foregoing insurance coverage is not intended to, nor does it limit the
     liability of LESSEE and its authorized agents or contractors, to hold
     LESSOR harmless as set forth in Paragraph 9. It is understood and agreed
     that the procurement of insurance in these amounts does not in any way or
     manner whatsoever limit LESSEE(S) and its agents' or contractors' liability
     to LESSOR under this Lease; and in the event the insurance procured by
     LESSEE and its agents or contractors does not cover a particular loss,
     LESSEE or its agents or contractors shall be liable to LESSOR for the full
     amount of any and all loss and damage as provided herein.

     The foregoing insurance policies shall include a waiver of subrogation
     whereby the LESSEE and/or its insurers are prohibited from seeking
     contribution or reimbursement for any amounts paid by LESSEE or its
     insurers.

6.   COMPLIANCE WITH LAW
     -------------------

     LESSEE shall, during the term of the Lease, comply with all federal, state,
     municipal and other laws, ordinances, rules, and regulations applicable to
     the operation of the Inter-refinery Assets and use of the Leased Assets.
     LESSOR shall, during the term of the Lease, comply with all federal, state,
     municipal and other laws, ordinances, rules, and regulations applicable to
     the operation of the Paulsboro Assets. LESSOR shall, during the term of
     this Lease, comply with all federal, state municipal and other laws,
     ordinances, rules, and regulations applicable to the maintenance of the
     Leased Assets.

7.   OPERATING COMMITTEE
     -------------------

     LESSOR and LESSEE shall at all times cooperate with each other and
     coordinate their respective activities in such manner as to effect the most
     efficient operation and utilization of the Leased Assets in accordance with
     accepted pipe line industry practices. To effect this cooperation, the
     parties agree to establish a Coordinating Committee composed of one
     representative from the LESSOR and one representative from the LESSEE. The
     primary functions of this Committee shall be to review any problems which
     arise as a result of this Lease and to recommend any alterations of or
     additions to this Lease or operating practices which to them may seem
     desirable.

                                       5

<PAGE>

8.   NO WARRANTY, LIMITATION OF LIABILITY
     ------------------------------------

     LESSOR MAKES NO REPRESENTATION OR WARRANTIES WITH RESPECT TO THE LEASED
     ASSETS. LESSEE ACKNOWLEDGES THAT IT HAS INSPECTED THE LEASED ASSETS AND
     ACCEPTS THE LEASED ASSETS IN THEIR PRESENT CONDITION, "AS IS WHERE IS",
     WITHOUT WARRANTY, EXPRESS OR IMPLIED, AS TO CONDITION OR SUITABILITY FOR
     LESSEE'S PURPOSES.

     LESSEE ACKNOWLEDGES AND AGREES THAT THE LEASE PAYMENTS HEREUNDER DO NOT
     INCLUDE ANY FEES TO LESSOR FOR THE MAINTENANCE AND OPERATION OF THE LEASED
     ASSETS AS PROVIDED HEREIN. ACCORDINGLY, LESSEE AGREES THAT LESSOR SHALL
     HAVE NO LIABILITY TO LESSEE FOR ANY OF LESSOR'S ACTIONS RELATED TO LESSOR'S
     OPERATION OF THE PAULSBORO ASSETS AND LESSOR'S MAINTENANCE OF THE LEASED
     ASSETS AND LESSEE FURTHER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE
     LESSOR PURSUANT TO PARAGRAPH 9 BELOW.

9.   INDEMNIFICATION
     ---------------

     LESSEE'S OBLIGATION OF INDEMNITY - LESSEE AND ITS AUTHORIZED AGENTS AND
     --------------------------------
     CONTRACTORS AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS LESSOR, ITS
     PARENT, SUBSIDIARIES, AND AFFILIATES, AS WELL AS THE EMPLOYEES AND AGENTS
     OF LESSOR, ITS OFFICERS, INVITEES, PARTNERS AND THEIR RESPECTIVE PARTNERS,
     PARENT-AFFILIATED COMPANIES, ASSIGNS, AND SUCCESSORS-IN-INTEREST
     (HEREINAFTER COLLECTIVELY REFERRED TO AS "LESSOR INDEMNITEE [S]"), FROM AND
     AGAINST ANY AND ALL CLAIMS, LIABILITIES, EXPENSES (INCLUDING REASONABLE
     ATTORNEY'S FEES AND EXPERT FEES), LOSSES, DAMAGES, DEMANDS, FINES,
     PENALTIES, AND CAUSES OF ACTION FOR INJURIES TO OR DEATH OF PERSONS
     (INCLUDING LESSOR'S AND LESSEE'S EMPLOYEES, AGENTS, CONTRACTORS OR
     SERVANTS) OR DAMAGES TO PROPERTY OR PENALTIES FOR VIOLATIONS OF LAWS,
     REGULATIONS, OR ORDERS, ANY OF WHICH ARE CAUSED BY, RELATE TO, OR ARISE
     FROM THE LESSEE'S USE OF THE LEASED ASSETS AND OPERATION OF THE
     INTER-REFINERY ASSETS, AND LESSOR'S OPERATION OF THE PAULSBORO ASSETS AND
     MAINTENANCE OF THE LEASED ASSETS. SUCH INDEMNITY SHALL APPLY WHETHER OR NOT
     A LESSOR INDEMNITEE WAS OR IS CLAIMED TO BE PASSIVELY, CONCURRENTLY, OR
     ACTIVELY NEGLIGENT; AND REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT IS
     IMPOSED OR SOUGHT TO BE IMPOSED ON ONE OR MORE OF THE LESSOR INDEMNITIEES.
     FURTHER, SUCH INDEMNITY SHALL APPLY WHETHER OR NOT SUCH CLAIMS,
     LIABILITIES, EXPENSES, LOSSES, DAMAGES, DEMANDS, FINES, PENALTIES, OR
     CAUSES OF ACTION FOR PERSONAL INJURY, DEATH OR PROPERTY DAMAGE ARE CAUSED
     BY THE LESSOR INDEMNITEES' SOLE NEGLIGENCE, THE JOINT

                                       6

<PAGE>

     NEGLIGENCE OF ANY LESSOR INDEMNITEE(S) AND ANY OTHER PERSON OR ENTITY OR
     STRICT LIABILITY, BREACH OF WARRANTY, BREACH OF ANY STATUTORY DUTY, OR
     OTHER ACT, ERROR, OR OMMISSION OR COMMISSION ON THE PART OF ANY LESSOR
     INDEMNITEE GIVING RISE TO ANY OTHER FORM OF LIABILITY OR FAULT. IT IS THE
     EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH LESSEE AND LESSOR, THAT THE
     INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS AN INDEMNITY BY LESSEE TO
     INDEMNIFY AND PROTECT THE LESSOR INDEMNITEES FROM THE CONSEQUENCES OF
     LESSOR INDEMNITEES' OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS SOLE OR
     CONCURRING, AS WELL AS ANY GROSS NEGLIGENCE, STRICT LIABILITY, BREACH OF
     WARRANTY, BREACH OF ANY STATUTORY DUTY, OR OTHER ACT, ERROR OR OMISSION, OR
     COMMISSION ON THE PART OF ANY LESSOR INDEMNITEE GIVING RISE TO ANY FORM OF
     LIABILITY OR FAULT. THIS INDEMNITY SHALL NOT APPLY TO THE EXTENT THAT IT IS
     VOID OR OTHERWISE UNENFORCEABLE UNDER APPLICABLE LAW IN EFFECT ON OR
     VALIDLY RETROACTIVE TO THE DATE OF THIS LEASE. TO THE EXTENT THAT STATE
     AND/OR FEDERAL LAWS LIMIT THE TERMS OR CONDITIONS OF THS PARAGRAPH, IT
     SHALL BE DEEMED SO LIMITED TO COMPLY WITH SUCH STATE AND FEDERAL LAWS. IF
     ANY TERM, PROVISION, COVENANT OR CONDITION OF THIS PARAGRAPH IS HELD BY A
     COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID, OR UNENFORCEABLE, THE
     REMAINDER OF THE PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL
     IN NO WAY BE AFFECTED, IMPAIRED, OR INVALIDATED. THIS PARAGRAPH SHALL
     SURVIVE THE TERMINATION OF THIS LEASE.

10.  LIENS
     -----

     LESSEE shall not suffer or permit any liens or lien claims to be filed
     against the Leased Assets by reason of any act or omission of LESSEE or by
     reason of any work, labor, services, or materials supplied or claimed to
     have been supplied in connection with the Leased Assets during the term of
     this Lease. If any such lien or lien claim shall be filed against the
     Leased Assets during the term of this Lease, LESSEE shall cause the same to
     be removed at its sole cost and expense.

11.  CONDEMNATION
     ------------

     If due to any condemnation, or taking by any public or quasi-public
     authority or other party having the right of eminent domain, any part of
     the Leased Assets are taken, or access to any material part of the Leased
     Assets is denied, and as a result of such taking there is a material
     interference or interruption in LESSEE'S use and operation of the Leased
     Assets which LESSOR cannot cure within a reasonable period of time, not to
     exceed 270 days, then and in any of the aforesaid events, the term of this
     Lease shall, at the option of LESSOR or LESSEE, terminate as to such
     pipeline facilities so affected, and become null and void from the date
     when the party exercising the power of eminent

                                       7

<PAGE>

     domain actually takes or interferes with the material use of the Leased
     Asset or denies material access thereto. Annual rent shall be
     proportionally adjusted to reflect the taking or material interference as
     of the date of such taking or material interference. In no event shall
     LESSEE have or make any claim against LESSOR for damages or awards with
     respect to any condemnation or taking and the entire award in condemnation
     shall be the absolute property of, and is hereby assigned and shall be paid
     to LESSOR.

12.  DEFAULT, TERMINATION, REMEDIES
     ------------------------------

     If one or more of the following events occurs, LESSOR or LESSEE, as the
     case may be, will be deemed for all purposes to be in default hereof, and
     the other party thereupon shall have the right to terminate this Lease and
     will be afforded the remedies provided under this Lease or under applicable
     law:

     (a)  LESSOR or LESSEE violates or otherwise fails to comply substantially
          with any requirement imposed upon or promise made by it in this Lease,
          and within ten (10) days after written notice is given by the other
          party of such violation of or failure to comply substantially with,
          fails to correct such violation or failure to comply, unless such
          violation or failure to comply cannot reasonably be corrected within
          said ten (10) day period, or fails to initiate and diligently pursue
          such correction to completion;

     (b)  LESSOR or LESSEE: (i) becomes insolvent (which term is defined for
          purposes hereof as failure generally to meet its obligations as the
          same become due); (ii) files a voluntary petition in bankruptcy,
          reorganization, receivership, or arrangement; (iii) files an answer
          admitting any material allegation of any insolvency petition filed
          pursuant to any insolvency act, federal, or state; (iv) makes an
          assignment for the benefit of creditors; (v) applies for, consents to,
          or suffers the appointment of a receiver or trustee for any part of
          its property or assets; or (vi) fails to satisfy or to appeal from any
          material judgment or attachment within thirty (30) days from the date
          of entry.

13.  NOTICES
     -------

     All notices will be considered as properly given if in writing and: (a)
     delivered personally; (b) sent by registered or certified United States
     Mail, return receipt requested, addressed to the party for whom intended at
     the following respective address; (c) delivered by express courier; or (d)
     by any electronic means to the proper fax, telecopy, or other number
     corresponding to such address:

     TO LESSEE:

     Sunoco, Inc. (R&M)
     1801 Market Street
     Philadelphia, PA 19103
     Attn:  Senior Vice President - Refining

                                       8

<PAGE>

     Fax:  215-977-3902
     WITH A COPY TO:

     Vice President And General Counsel
     Sunoco, Inc.
     1801 Market Street
     Philadelphia, PA 19103
     Fax:  215-977-3559

     TO LESSOR:

     Sunoco Pipeline L.P.
     1801 Market Street
     Philadelphia, PA 19103
     Attn:  Vice President - Business Development
     Fax:  215-977-3637

     WITH A COPY TO:

     General Counsel And Secretary
     Sunoco Partners LLC
     1801 Market Street
     Philadelphia, PA 19103
     Fax: 215-977-6878

     The date of service of the notice shall be: (a) when personally delivered,
     or by express courier the date of receipt; (b) when served by mail, the
     date on which said notice is deposited in the United States mail, properly
     addressed with postage prepaid and duly registered or certified with return
     receipt requested; or (c) when served by electronic means or facsimile, the
     date of which said notice is properly electronically transmitted to the
     correct number.

     At any time on similar notice to the other, a party may change the address
     to which notice to it may be sent.

14.  MISCELLANEOUS PROVISIONS
     ------------------------

     14.1 Governing Law
          -------------

          This Lease is deemed a Pennsylvania contract and shall be construed,
          governed by, and administered in accordance with the laws of the
          Commonwealth of Pennsylvania.

                                       9

<PAGE>

     14.2 Assignment
          ----------

          The rights herein granted to LESSEE are purely personal to LESSEE, and
          shall not be sold, assigned, sublet, mortgaged, leased, or otherwise
          transferred or disposed of without the prior written consent of LESSOR
          and use of the Leased Assets shall be strictly limited to the purposes
          for which same are granted herein.

     14.3 Modifications
          -------------

          No amendments, modifications, or additions hereto will be binding
          unless they are executed in writing by all of the parties.

     14.4 Enforceability
          --------------

          Each covenant contained in this Lease is intended to be, and shall be
          construed to be a separate and independent covenant. If any term or
          provision of this Lease or any application thereof shall be invalid or
          unenforceable, the remainder of this Lease or any other application of
          such term or provision shall not be affected thereby unless continued
          operation of this Lease is commercially unreasonable. If this Lease is
          determined to be unlawful, invalid, or unenforceable as to any
          pipeline facilities comprising the Leased Assets, this Lease shall
          forthwith automatically terminate as to such pipeline facilities and
          any other portion of the Leased Asset affected thereby, and neither
          party shall be liable to the other as a result thereof except as
          provided in Paragraphs 8 and 9 hereof.

     14.5 Captions
          --------

          The captions used in this Lease are for reference purposes only and
          will not effect the interpretation or meaning of this Lease.

     14.6 Counterparts
          ------------

          This Lease may be executed simultaneously in one or more counterparts,
          each of which will be deemed an original, but all of which will
          constitute one and the same instrument.

     14.7 Waiver
          ------

          If either party waives any power, right, or remedy arising hereunder
          or under any applicable law, such waiver will not be deemed to be a
          waiver upon the later occurrence or recurrence of any of said events.
          No reasonable delay by either party in the exercise of any power,
          right, or remedy will constitute, under any circumstances, a waiver of
          the party's power, rights, or remedies.

                                       10

<PAGE>

     14.8 Quiet Enjoyment
          ---------------

          If and so long as LESSEE shall pay the rent payable hereunder and
          shall perform and observe all of the terms, covenants, and conditions
          on the part of LESSEE to be performed and observed, LESSOR covenants
          that LESSOR shall not interfere with LESSEE'S use, operation, and
          enjoyment of the Leased Assets.

     14.9 Dispute Resolution
          ------------------

          If a party to this Lease has reasonable grounds to believe that the
          other party hereto has failed to fulfill any material obligation
          hereunder, or that its expectation of receiving due performance under
          this Lease may be impaired, such party will promptly notify the other
          party in writing of the substance of its belief. The party receiving
          such notice must respond in writing within thirty (30) days of receipt
          of such notice by specifying three (3) dates, all of which must be
          within thirty (30) days from the date of its response for a meeting to
          resolve the dispute, and by providing either: (a) evidence of cure of
          the condition specified, or (b) evidence that said party has
          diligently commenced to cure the condition specified and will
          diligently continue to prosecute such cure, or (c) an explanation of
          why it believes that its performance is in accordance with the terms
          and conditions of this Lease. The claiming party will then select one
          (1) of the three (3) dates and a dispute resolution meeting will be
          held. If the parties cannot, in good faith discussions, resolve their
          dispute they will be free to pursue the remedies allowed under the law
          without prejudice.

                                       11

<PAGE>

Executed by their duly authorized representatives and witnessed on this 8th day
of February 2002.

Witness:                                  SUNOCO PIPELINE L.P.


                                          BY:     SUNOCO LOGISTICS PARTNERS
                                                  OPERATIONS GP LLC, its general
                                                  partner


By:     /s/ Linda  Nastasiak            By:       /s/ David A. Justin
        ------------------------------            ------------------------------
              Linda  Nastasiak                        David A. Justin

Title:  ______________________________    Title:      Vice President
                                                  ------------------------------


Witness:                                  SUNOCO, INC. (R&M)


By:     /s/ Linda Usher                 By:       /s/ Thomas W. Hofmann
        ------------------------------            ------------------------------
              Linda Usher                             Thomas W. Hofmann

Title:  ______________________________    Title:      SVP & CFO
                                                  ------------------------------

                                       12

<PAGE>

COMMONWEALTH OF PENNSYLVANIA

COUNTY OF PHILADELPHIA

Before me, the undersigned, a Notary Public within and for the above named
County and State, on this     day of               2002, personally appeared
                         -----       -------------
                to me known to be the identical person who subscribed the name
---------------
of the maker thereof to the within and foregoing instrument as its
             , and acknowledged to me that he executed the same as his free and
-------------
voluntary act and deed of such corporation, for the uses and purposes therein
set forth.

     Witness my hand and official seal the day and year last above written.


                                  ----------------------------------------------
                                  Notary Public

My Commission Expires:

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

COMMONWEALTH OF PENNSYLVANIA

COUNTY OF PHILADELPHIA

Before me, the undersigned, a Notary Public within and for the above named
County and state, on this       day of         2002, personally appeared
                          ------      ---------

                    to me known to be the identical person who subscribed the
-------------------
name of the maker thereof to the within and foregoing instrument as its
                  , and acknowledged to me that he executed the same as his free
------------------
and voluntary act and deed of such corporation, for the uses and purposes
therein set forth.

     Witness my hand and official seal the day and year last above written.


                                  ----------------------------------------------
                                  Notary Public

My Commission Expires:

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

                                       13

<PAGE>

                                    EXHIBIT A
                                    ---------

     Inter-Refinery Pipelines
     ------------------------

                                      [MAP]

                                      A-1

<PAGE>

                                    EXHIBIT B
                                    ---------

3N, 4N and 5N Pipelines

At the Philadelphia Refinery:

Pipeline (and MLP) maintenance responsibilities end at:

3N Line - the inboard flange on Valve 1-5 (including the valve and the pig trap)

4N Line - the inboard flange of Valve 1-9 (including the valve and the pig trap)

5N Line - the inboard flange of Valve 1-13 (including the valve and the pig
trap)

At the Marcus Hook Refinery:

Pipeline (and MLP) maintenance responsibilities end at the Delaware River
Crossing:

3N Line - the above-grade flange at the pig trap area (including the pig trap)

4N Line - the above-grade flange at the pig trap area (including the pig trap)

5N Line - the above-grade flange at the pig trap area (including the pig trap)

Paulsboro to PHL Airport Jet Fuel Pipeline

At the Paulsboro Terminal:

Pipeline begins at the check valve on the suction side of the pumps and includes
the main line pumps

                                      B-1

<PAGE>

                                    EXHIBIT C
                                    ---------

                     Inter-Refinery Pipeline Lease Payments

Calendar Year     Yearly Rate     Monthly Rate
-------------     -----------     ------------
                  $5,000,000
    2002          $5,083,500/1/     $423,625/2/
    2003          $5,168,394        $430,700
    2004          $5,254,707        $437,892
    2005          $5,342,460        $445,205
    2006          $5,431,679        $452,640
    2007          $5,522,388        $460,199
    2008          $5,614,612        $467,884
    2009          $5,708,376        $475,698
    2010          $5,803,706        $483,642
    2011          $5,900,628        $491,719
    2012          $5,999,169        $499,931
    2013          $6,099,355        $508,280
    2014          $6,201,214        $516,768
    2015          $6,304,744        $525,398
    2016          $6,410,064        $534,172
    2017          $6,517,112        $543,093
    2018          $6,625,948        $552,162
    2019          $6,736,601        $561,383
    2020          $6,849,102        $570,759
    2021          $6,963,482        $580,290
    2022          $7,079,772        $589,981

----------
/1/ Based on the February 8, 2002 execution date of this Lease, the prorated
amount of rent payable under Article 3 of this Lease for the calendar year ended
December 31, 2002 is $4,553,969.
/2/ Based on the February 8, 2002 execution date of this Lease, the prorated
amount of rent payable under Article 3 of this Lease during the month of
February 2002 is $317,719.

                                      C-1