Amendment No. 2009-1 to Omnibus Agreement



 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 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 2009 calendar year. 
  
 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 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 the
General 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 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 Amendment shall 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 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]

  

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 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. Delaney
	Title:	 	Vice President & Interim Chief Financial Officer
	
	SUNOCO, INC. (R&M)
		
	By:	 	 /s/ Terence P. Delaney

	Name:	 	Terence P. Delaney
	Title:	 	Vice President & Interim Chief Financial Officer
	
	ATLANTIC PETROLEUM CORPORATION
		
	By:	 	 /s/ Sanjay Dhawan

	Name:	 	Sanjay Dhawan
	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. 2009-1 to Omnibus Agreement} 
  

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	SUN PIPE LINE COMPANY
		
	By:	 	 /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 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. Fretz
	Title:	 	President


  
 {Signature
Page to Amendment No. 2009-1 to Omnibus Agreement} 
  

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