Amendment No. 1 to Omnibus Agreement


 Exhibit 10.21 
  
 AMENDMENT NO. 1 TO 
 OMNIBUS AGREEMENT 
  
 This AMENDMENT NO. 1, dated
as of January 28, 2005 and effective January 1, 2005 (this “Amendment”), to the Omnibus Agreement, dated as of February 8, 2002, (the “Omnibus Agreement”) is adopted, executed and agreed to by Sunoco, Inc., Sunoco, Inc.
(R&M), Sun Pipe Line Company of Delaware, Atlantic Petroleum Corporation, Sun Pipe Line Company, Sun Pipe Line Services (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 2005 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, 2005, and for a period of one year thereafter, the Administrative Fee paid by the Partnership to the
General Partner will be $8.4 million per year. This Administrative Fee for the 2005 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 3. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania. 
  
 SECTION 4. 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] 






 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. Hofmann
 Title: Senior Vice President & Chief Financial Officer



  

			
	SUNOCO, INC. (R&M)
		
	By:	 	 /s/ THOMAS W. HOFMANN

	 Name: Thomas W. Hofmann
 Title: Senior Vice President & Chief Financial Officer



  

			
	SUN PIPE LINE COMPANY OF DELAWARE
		
	By:	 	 /s/ DAVID A. JUSTIN

	 Name: David A. Justin
 Title: President



  

			
	ATLANTIC PETROLEUM CORPORATION
		
	By:	 	 /s/ GEORGE J. SZILIER

	 Name: George J. Szilier
 Title: President



  

			
	SUN PIPE LINE COMPANY
		
	By:	 	 /s/ DEBORAH M. FRETZ

	 Name: Deborah M. Fretz
 Title: President










			
	SUN PIPE LINE SERVICES (OUT) LLC
		
	By:	 	 /s/ DEBORAH M. FRETZ

	 Name: Deborah M. Fretz
 Title: President



  

					
	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 and Chief Executive Officer



  

			
	SUNOCO PARTNERS LLC
		
	By:	 	 /s/ DEBORAH M. FRETZ

	 Name: Deborah M. Fretz
 Title: President and Chief Executive Officer