exv10w1



 




Exhibit 10.1


EXECUTION COPY




FIRST AMENDMENT TO CREDIT AGREEMENT




     This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into effective as of
December 1, 2005 (the “Amendment Effective Date”), among SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.,
a Delaware limited partnership, as borrower (the “Borrower”), SUNOCO LOGISTICS PARTNERS, L.P., a
Delaware limited partnership, as a guarantor (the “MLP”), the undersigned Subsidiary Guarantors,
the undersigned financial institutions who are parties to the Credit Agreement hereinafter
referenced (collectively, the “Existing Lenders”), each New Lender (hereinafter defined) and
CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as a L/C
Issuer (in such capacity, the “L/C Issuer”). As used herein, the term “New Lender” means the
financial institution that is named as a Lender on the signature pages hereto that is not an
Existing Lender, and the term “Lenders” means, collectively, the New Lender and the Existing
Lenders.



     WHEREAS, the Borrower, the Existing Lenders, the Administrative Agent, and the other agents
named therein are parties to that certain Credit Agreement dated as of November 22, 2004 (as
renewed, extended, amended or restated from time to time, the “Credit Agreement”);



     WHEREAS, the Borrower and the MLP have requested that the Credit Agreement be amended to
effect the matters described in Section 2 below.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:



     SECTION 1. Definitions. Unless otherwise defined in this Amendment, terms
used in this Amendment which are defined in the Credit Agreement shall have the meanings assigned
to such terms in the Credit Agreement. The interpretive provisions set forth in Section 1.02 of
the Credit Agreement shall apply to this Amendment.



     SECTION 2. Amendments to the Credit Agreement. Subject to satisfaction of
the conditions precedent set forth in Section 3 of this Amendment, effective as of the Amendment
Effective Date, the Credit Agreement is hereby amended as follows:



     (a) The definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is
hereby amended by deleting the chart set forth therein and replacing it with the following:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	 	 	 
	 	 	 	 	 	 	Rate for	 	 	 	 
	 	 	 	 	 	 	Eurodollar	 	 	 	 
	 	 	 	 	 	 	Rate Loans	 	Applicable	 	 
	Pricing	 	 	 	 	 	and Letters of	 	Rate for Base	 	 
	Level	 	Debt Rating	 	Facility Fee	 	Credit	 	Rate Loans	 	Utilization Fee
	1
	 	3 A-/A3	 	6.5	 	21.0	 	0	 	10.0
	2
	 	3 BBB+/Baa1	 	8.0	 	27.0	 	0	 	10.0
	3
	 	3 BBB/Baa2	 	10.0	 	35.0	 	0	 	10.0
	4
	 	3 BBB-/Baa3	 	12.5	 	50.0	 	0	 	10.0
	5
	 	< BBB-/Baa3	 	17.5	 	57.5	 	0	 	10.0






     (b) The definition of “Committed Sum” set forth in Section 1.01 of the Credit Agreement
is hereby amended by replacing the words “the Maturity Date” set forth therein with the words “such
Lender’s Maturity Date”.



     (c) The definition of “Excluded Affiliate Debt” set forth in Section 1.01 of the Credit
Agreement is hereby amended by replacing the words “the Maturity Date” set forth in clause (a)
thereof with the words “the last occurring Stated Maturity Date of any Lender”.



 









 





     (d) The definition of “Interest Payment Date” set forth in Section 1.01 of the Credit
Agreement is hereby amended by replacing the words “the Maturity Date” set forth therein with the
words “, as to any Lender, its Maturity Date”.



     (e) The definition of “Interest Period” set forth in Section 1.01 of the Credit Agreement is
hereby amended by restating clause (iii) thereof in its entirety as follows:




     “(iii) no Interest Period applicable to any Loan of any Lender shall extend
beyond the then effective Maturity Date of such Lender.”



     (f) The definition of “JV Holding Subsidiary” set forth in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety as follows:




     “JV Holding Subsidiary means a Subsidiary of the Borrower that owns equity interests in
one or more Permitted Joint Ventures.”



     (g) The definition of “Letter of Credit Expiration Date” set forth in Section 1.01 of the
Credit Agreement is hereby amended by replacing the words “the Maturity Date” set forth therein
with the words “the last occurring Scheduled Maturity Date for any Lender”.



     (h) The definition of “Maturity Date” set forth in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety as follows:




     “Maturity Date means for each Lender (a) such Lender’s Stated Maturity Date, or (b)
such earlier effective date of any other termination, cancellation, or acceleration of all
Commitments under this Agreement.”



     (i) The definition of “Stated Maturity Date” set forth in Section 1.01 of the Credit Agreement
is hereby amended and restated in its entirety as follows:




     “Stated Maturity Date means for each Lender, the later of (a) November 22, 2010, and
(b) if such date is extended for such Lender pursuant to Section 2.14, such extended date as
determined pursuant to such Section.”



     (j) The following definitions are hereby added to Section 1.01 of the Credit Agreement in
alphabetical order:




     “Existing Stated Maturity Date has the meaning set forth in Section 2.14(a).”




     “Extending Lender has the meaning set forth in Section 2.14(b).”




     “Extension Date has the meaning set forth in Section 2.14(a).”




     “Non-Extending Lender has the meaning set forth in Section 2.14(b).”




     “Notice Date has the meaning set forth in Section 2.14(b).”



     (k) Section 2.01 of the Credit Agreement (Loans) is hereby amended by replacing the
words “the Maturity Date” set forth in the first sentence of clause (a) thereof with the words
“such Lender’s Maturity Date”.



     (l) Section 2.02(a) of the Credit Agreement (The Letter of Credit Commitment) is
hereby amended by deleting clause (iii)(B) thereof in its entirety and replacing it with the
following:



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     “(B) the expiry date of such requested Letter of Credit would occur




     (1) after the Letter of Credit Expiration Date, unless the L/C
Issuer and all Lenders (other than any Non-Extending Lender(s) who
shall no longer be a party(ies) to this Agreement after such expiry
date) have approved such expiry date, or




     (2) after any Stated Maturity Date applicable to any
Non-Extending Lender, unless (x) the amount of such Letter of Credit
together with all other L/C Obligations and Loans outstanding on the
date of issuance of such Letter of Credit is equal to or less than
the Aggregate Commitments of all Lenders who shall remain parties to
this Agreement subsequent to such Stated Maturity Date, and (y) the
Borrower obtains prior approval from the L/C Issuer and all Lenders
who shall remain parties to this Agreement subsequent to such Stated
Maturity Date;”



     (m) Section 2.04(c) of the Credit Agreement (Mandatory Payments/Reductions) is hereby
amended to read as follows:




     (c) Mandatory Payments/Reductions. If for any reason the Outstanding
Amount of all Loans and L/C Obligations at any time exceeds the Aggregate
Commitments then in effect, the Borrower shall immediately prepay Loans in an
aggregate amount equal to such excess, and if, after prepayment of all Loans, any
such excess remains, the Borrower shall immediately Cash Collateralize the L/C
Obligations in an aggregate amount equal to such remaining excess.



     (n) Section 2.06 of the Credit Agreement (Repayment of Loans) is hereby amended and
restated in its entirety as follows:




“2.06 Repayment of Loans. The Borrower shall repay to each Lender on such Lender’s
Maturity Date the aggregate principal amount of such Lender’s Loans outstanding on
such date.



     (o) Section 2.08(a) of the Credit Agreement (Facility Fee) is hereby amended by
deleting the second sentence thereof in its entirety and replacing it with the following sentence:
“The facility fee payable to each Lender shall accrue at all times from the Closing Date until the
Maturity Date for such Lender and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the first such date to
occur after the Closing Date, and on the Maturity Date for such Lender.”



     (p) Section 2.08(b) of the Credit Agreement (Utilization Fee) is hereby amended by
deleting the second sentence thereof in its entirety and replacing it with the following sentence:
“The utilization fee payable to each Lender shall be due and payable quarterly in arrears on the
last Business Day of each March, June, September and December, commencing with the first such date
to occur after the Closing Date, and on the Maturity Date for such Lender.”



     (q) Section 2.08(c) of the Credit Agreement (Arranger’s and Agency Fees) is hereby
amended by adding the following sentence at the end thereof:
“The term ‘Agent/Arranger Fee Letter’
shall include the letter agreement dated October 28, 2005 among the Borrower, the Arrangers and the
Administrative Agent.”



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     (r) Section 2.13 of the Credit Agreement (Increase in the Aggregate Committed Sum) is
hereby amended by replacing the dollar amount “$400,000,000” set forth in clause (iii) to the
proviso with the dollar amount “$500,000,000.”



     (s) Section 2.14 (Extension of Stated Maturity Date) is hereby added to the Credit
Agreement to read as follows:




“2.14 Extension of Stated Maturity Date.




     (a) Requests for Extension. The Borrower may, by notice to the
Administrative Agent (who shall promptly notify the Lenders) not earlier than 60
days and not later than 30 days prior to the second and third annual anniversaries
of the date of this Agreement (each such date, an “Extension Date”), request that
each Lender extend such Lender’s Stated Maturity Date to the date that is one year
after the last occurring Stated Maturity Date then in effect for any Lender (the
“Existing Stated Maturity Date”).




     (b) Lender Elections to Extend. Each Lender, acting in its sole and
individual discretion, shall, by notice to the Administrative Agent given not
earlier than 30 days prior to the applicable Extension Date and not later than the
date that is 20 days prior to the applicable Extension Date (the
“Notice Date”),
advise the Administrative Agent whether or not such Lender agrees to such extension
(each Lender that determines to so extend its Stated Maturity Date, an “Extending
Lender”). Each Lender that determines not to so extend its Stated Maturity Date (a
“Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly
after such determination (but in any event no later than the Notice Date), and any
Lender that does not so advise the Administrative Agent on or before the Notice Date
shall be deemed to be a Non-Extending Lender. The election of any Lender to agree
to such extension shall not obligate any other Lender to so agree.




     (c) Notification by Administrative Agent. The Administrative Agent
shall notify the Borrower of each Lender’s determination under this Section.




     (d) Replacement of Non-Extending Lenders. On or before the applicable
Extension Date the Borrower may require a Non-Extending Lender to assign, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 10.07, and pursuant to an Assignment and Assumption or
other form satisfactory to the Administrative Agent), all of its interests, rights
and obligations under this Agreement and the related Loan Documents to an Eligible
Assignee (each, an “Additional Commitment Lender”) that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment) effective as of the applicable Extension Date, provided
that: (i) the Borrower shall have paid to the Administrative Agent the
assignment fee specified in Section 10.07(b); (ii) such Non-Extending Lender shall
have received payment of an amount equal to the outstanding principal of its Loans
and L/C Advances, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder and under the other Loan Documents (including any amounts
under Section 3.05) from the assignee or the Borrower; and (iii) such assignment
does not conflict with applicable Laws.




     (e) Minimum Extension Requirement. If (and only if) the total of the
Commitments of the Lenders that have agreed so to extend their Stated Maturity Date
(without regard to the new or increased Commitment of any Additional Commitment
Lender) shall be more than 51% of the aggregate amount of the Commitments in effect
immediately prior to the applicable Extension Date, then, effective as of the
applicable



4









 







Extension Date, the Stated Maturity Date of each Extending Lender and of each
Additional Commitment Lender shall be extended to the date that is one year after
the Existing Maturity Date (except that, if such date is not a Business Day, such
Stated Maturity Date as so extended shall be the next preceding Business Day) and
each Additional Commitment Lender shall thereupon become a “Lender” for all purposes
of this Agreement.




     (f) Conditions to Effectiveness of Extension. Notwithstanding the
foregoing, any extension of any Stated Maturity Date pursuant to this Section 2.14
shall not be effective with respect to any Lender unless:




     (i) no Default or Event of Default shall have occurred and be
continuing on the applicable Extension Date and after giving effect thereto;




     (ii) the representations and warranties contained in Article V are true
and correct in all material respects on and as of the applicable Extension
Date and after giving effect thereto, as though made on and as of such date
(or, if any such representation or warranty is expressly stated to have been
made as of an earlier date, as of such earlier date); and




     (iii) a Responsible Officer of the Borrower and a Responsible Officer
of the MLP deliver to the Administrative Agent a certificate certifying as
the matters set forth in the foregoing clauses (i) and (ii).




     (g) Conflicting Provisions. This Section shall supersede any
provisions in Section 2.12 or 10.01 to the contrary.”



     (t) Section 5.05 of the Credit Agreement (Financial Statements; No Material Adverse
Effect) is hereby amended by replacing the date
“December 31, 2003” set forth in clause (c)
thereof with the date “December 31, 2004”.



     (u) Section 6.13(b) of the Credit Agreement (Guaranties; JV Holding Subsidiaries) is
hereby amended and restated as follows:




     “(b) Notwithstanding the terms of Section 6.13(a), a JV Holding Subsidiary shall not be
required to execute a Guaranty until the day that is 180 days after the date it first
acquires an equity interest in a Permitted Joint Venture; provided however that if an Event
of Default occurs prior to such date then such JV Holding Subsidiary shall be required to
execute and deliver to the Administrative Agent a Guaranty within five Business Days after
the occurrence of such Event of Default.”



     (v) Section 7.14(b) of the Credit Agreement (Leverage Ratio) is hereby amended by (i)
replacing the term “5.0” set forth in clause (i) thereof with the term “5.25” and (ii) by replacing
the term “4.5” set forth in clause (ii) thereof with the term “4.75”.



     (w) Section 7.15(a)(i) of the Credit Agreement (JV Holding Subsidiaries) is hereby
amended by deleting the phrase “the Permitted Joint Ventures named on Schedule 5.12” and replacing
it with the phrase “Permitted Joint Ventures”, and Section 7.15(a)(ii) of the Credit Agreement is
hereby amended by deleting the phrase “named on Schedule 5.12”.



     (x) (i) The Commitments under the Credit Agreement are hereby increased from $250,000,000 to
$300,000,000, (ii) each New Lender is a Lender under the Credit Agreement with all rights, powers,
obligations, duties and privileges attendant thereto, and (iii) each New Lender’s and each Existing
Lender’s Commitment is as set forth on Schedule 2.01 attached hereto.



5









 





     (y) Schedule 2.01 attached to the Credit Agreement (Commitments) is hereby amended in
its entirety to read as set forth on revised Schedule 2.01 attached hereto.



     (z) Exhibit B attached to the Credit Agreement (Form of Note) is hereby amended by
inserting before the words “Maturity Date” each time such words appear in the first paragraph
thereof the word “Lender’s”.



     SECTION 3. Conditions of Effectiveness. The amendments to the Credit
Agreement set forth in Section 2 of this Amendment shall be effective on the Amendment Effective
Date, provided that the Administrative Agent shall have received the following:



     (a) a counterpart of this Amendment executed by each of the parties hereto (which may be by
telecopy transmission);



     (b) to the extent requested by any Lender, a Note in a maximum principal amount equal to such
Lender’s Commitment;



     (c) such certificates of resolutions or other action, incumbency certificates and/or other
certificates of officers of each Loan Party as the Administrative Agent may reasonably require to
establish the identities of and verify the authority and capacity of each officer thereof
authorized to act in connection with this Amendment;



     (d) copies of any amendments to the Organization Documents of Loan Parties made since the
Closing Date, certified by an appropriate officer of the Loan Parties, or certificate(s) stating
that no such amendments have been made;



     (e) such evidence as the Administrative Agent may reasonably require to verify that each Loan
Party and the General Partner is duly organized or formed, validly existing, in good standing in
the jurisdiction of its organization;



     (f) a certificate signed by an a Responsible Officer of the Borrower certifying (A) that the
representations and warranties contained in Article V of the Credit Agreement are true and correct
in all respects on and as of such date, (B) no Default or Event of Default has occurred and is
continuing as of such date, (C) since December 31, 2004 there has occurred no material adverse
change in the business, assets, liabilities (actual or contingent), operations, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole, or of
any Borrower Affiliate, and (D) no action, suit, investigation or proceeding is pending or
threatened in any court or before any arbitrator or governmental authority by or against the
Borrower or any Borrower Affiliate, or any of their respective properties, that (x) could
reasonably be expected to materially and adversely affect the Borrower, any Borrower Affiliate, or
any Guarantor, or (y) seeks to affect any transaction contemplated hereby or the ability of the
Borrower or any Guarantor to perform its obligations under the Loan Documents;



     (g) receipt of audited financial statements of the MLP as of December 31, 2004, unaudited
financial statements of the MLP as of September 30, 2005, and such other financial information as
the Administrative Agent may reasonably request;



     (h) opinions from (i) Ballard Spahr Andrews & Ingersoll, LLP, counsel to each Loan Party and
the General Partner, substantially in the form of Exhibit F-1 of the Credit Agreement, (ii) Bruce
Davis, Esq., counsel to each Loan Party and the General Partner, substantially in the form of
Exhibit F-2 of the Credit Agreement, and (iii) Vinson & Elkins LLP, special Texas counsel to the
Borrower, substantially in the form of Exhibit F-3 of the Credit Agreement;



6









 





     (i) all fees and expenses required to be paid by the Borrower concurrently with the Amendment
Effective Date; and



     (j) such other assurances, certificates, documents, consents or opinions as the Administrative
Agent, the L/C Issuers, or the Required Lenders reasonably may require and timely request.



     SECTION 4. Acknowledgment and Ratification. As a material inducement to the
Administrative Agent, the L/C Issuers and the Lenders to execute and deliver this Amendment, the
Borrower and each Guarantor agrees and acknowledges that the execution, delivery, and performance
of this Amendment shall, except as expressly provided herein, in no way release, diminish, impair,
reduce, or otherwise affect the obligations of the Borrower or any Guarantor under the Loan
Documents to which it is a party, which Loan Documents shall remain in full force and effect. Each
Guarantor ratifies the Guaranty executed by it and confirms that such Guaranty remains in full
force and effect.



     SECTION 5. Loan Parties’ Representations and Warranties. As a material
inducement to the Administrative Agent, the L/C Issuers and the Lenders to execute and deliver this
Amendment, each Loan Party represents and warrants to the Lenders (with the knowledge and intent
that the Lenders are relying upon the same in entering into this Amendment) that as of the
Amendment Effective Date and as of the date of its execution of this Amendment, that:



     (a) This Amendment, the Credit Agreement as amended hereby, and each other Loan Document to
which such Loan Party is a party have been duly authorized, executed and delivered by such Loan
Party and constitute its legal, valid and binding obligations enforceable against it in accordance
with their respective terms (subject, as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and similar laws affecting creditors’ rights generally and
to general principles of equity).



     (b) Each of the representations and warranties set forth in the Credit Agreement and in the
other Loan Documents are true and correct in all material respects on and as of the Amendment
Effective Date, after giving effect to this Amendment, as if made on and as of the Amendment
Effective Date except to the extent such representations and warranties relate solely to an earlier
date, in which case, they shall be true and correct as of such date.



     (c) As of the date hereof, at the time of and after giving effect to this Amendment, no
Default or Event of Default has occurred and is continuing.



     SECTION 6. Administrative Agent, L/C Issuers and Lenders Make No Representations
or Warranties. None of the Administrative Agent, any L/C Issuer nor any Lender (a) makes any
representation or warranty nor assumes any responsibility with respect to any statements,
warranties, or representations made in or in connection with the Loan Documents or the execution,
legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement, the
Loan Documents, or any other instrument or document furnished pursuant thereto, or (b) makes any
representation or warranty nor assumes any responsibility with respect to the financial condition
of the Borrower or any other Person or the performance or observance by such Persons of any of
their obligations under the Loan Documents, or any other instrument or document furnished pursuant
thereto.



     SECTION 7. New Lender’s Representations, Warranties, Covenants, and
Agreements. The New Lender (a) confirms that it has received a copy of the Credit Agreement,
the Guaranties and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Amendment and become a Lender party to the
Credit Agreement, (b) agrees that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, (c) appoints or authorizes



7









 







the Administrative Agent to take such action on its behalf and to exercise such powers under
the Loan Documents as are delegated by the terms thereof, together with such powers as are
reasonably incidental thereto, (d) agrees that it will perform in accordance with their terms all
of the obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender, and (e) specifies as its lending office and address for notices the offices set forth on
the administrative details form provided to the Administrative Agent.



     SECTION 8. Costs. The Borrower agrees to pay the Attorney Costs of the
Administrative Agent and all other reasonable costs and expenses of the Administrative Agent in
connection with the preparation, execution and delivery of this Amendment. The Borrower agrees to
pay such amounts on the Amendment Effective Date to the extent the Borrower has received an invoice
for such amounts prior to the Amendment Effective Date.



     SECTION 9. Effect of Amendment.



     (a) This Amendment (i) except as expressly provided herein, shall not be deemed to be a
consent to the modification or waiver of any other term or condition of the Credit Agreement or of
any of the instruments or agreements referred to therein and (ii) shall not prejudice any right or
rights which the Administrative Agent or the Lenders may now have under or in connection with the
Credit Agreement, as amended by this Amendment. Except as otherwise expressly provided by this
Amendment, all of the terms, conditions and provisions of the Credit Agreement shall remain the
same. It is declared and agreed by each of the parties hereto that the Credit Agreement, as
amended hereby, shall continue in full force and effect, and that this Amendment and such Credit
Agreement shall be read and construed as one instrument.



     (b) From and after the Amendment Effective Date, (i) each reference in the Credit Agreement,
including the schedules and exhibits thereto and the other documents delivered in connection
therewith, to the “Credit Agreement,” “this Agreement,” “hereunder,” “hereof,” “herein,” or words
of like import, shall mean and be a reference to the Credit Agreement as amended hereby, (ii) each
reference in the Credit Agreement, including the schedules and exhibits thereto and the other
documents delivered in connection therewith, to “$250,000,000” shall be deemed to be and shall be a
reference to “$300,000,000” and (iii) each reference in the Credit Agreement, including the
schedules and exhibits thereto and the other documents delivered in connection therewith, to
“Lenders” shall include the New Lender.



     SECTION 10. Miscellaneous. This Amendment shall be governed by and
construed in accordance with, the laws of the State of New York applicable to agreements made and
to be performed entirely within such state, and applicable federal law. The captions in this
Amendment are for convenience of reference only and shall not define or limit the provisions
hereof. This Amendment may be executed in separate counterparts, each of which when so executed
and delivered shall be an original, but all of which together shall constitute one instrument. In
proving this Amendment, it shall not be necessary to produce or account for more than one such
counterpart. This Amendment, and any documents required or requested to be delivered pursuant to
Section 3 hereof, may be delivered by facsimile transmission of the relevant signature pages hereof
and thereof, as applicable.



     SECTION 11. Entire Agreement. THE CREDIT AGREEMENT (AS AMENDED BY THIS
AMENDMENT) AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



[SIGNATURES BEGIN ON NEXT PAGE]





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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the date and year first above written.



	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 
	 	 	SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.
	 
	 	 	 	 
	 

	 	By:
	 	SUNOCO LOGISTICS PARTNERS GP LLC, its General Partner
	 
	 	 	 	 
	 

	 	 	 	By: /s/ PAUL A MULHOLLAND
	 

	 	 	 	Name: Paul A. Mulholland
	 

	 	 	 	Title: Treasurer
	 
	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 
	 	 	SUNOCO LOGISTICS PARTNERS L.P., a Delaware limited partnership
	 
	 	 	 	 
	 

	 	By:
	 	SUNOCO PARTNERS LLC, its General Partner
	 
	 	 	 	 
	 

	 	 	 	By: /s/ PAUL A MULHOLLAND
	 

	 	 	 	Name: Paul A. Mulholland
	 

	 	 	 	Title: Treasurer
	 
	 	 	 	 
	 	 	SUNOCO LOGISTICS PARTNERS OPERATIONS GP LLC, a Delaware limited liability company
	 
	 	 	 	 
	 	 	By: /s/ PAUL A MULHOLLAND

Name: Paul A. Mulholland

Title: Treasurer
	 
	 	 	 	 
	 	 	SUNOCO PARTNERS MARKETING & TERMINALS L.P., a Texas limited partnership
	 
	 	 	 	 
	 

	 	By:
	 	SUNOCO LOGISTICS PARTNERS OPERATIONS GP LLC, a

Delaware limited liability company, its General

Partner
	 
	 	 	 	 
	 

	 	 	 	By: /s/ PAUL A MULHOLLAND
	 

	 	 	 	Name: Paul A. Mulholland
	 

	 	 	 	Title: Treasurer






[SIGNATURE PAGE TO FIRST AMENDMENT TO

CREDIT AGREEMENT]




 









 





	 	 	 	 	 
	 	 	SUNOCO PIPELINE L.P., a Texas limited partnership
	 
	 	 	 	 
	 

	 	By:
	 	SUNOCO LOGISTICS PARTNERS OPERATIONS GP LLC, a

Delaware limited liability company, its General

Partner
	 
	 	 	 	 
	 

	 	 	 	By: /s/ PAUL A MULHOLLAND
	 

	 	 	 	Name: Paul A. Mulholland
	 

	 	 	 	Title: Treasurer






[SIGNATURE PAGE TO FIRST AMENDMENT TO

CREDIT AGREEMENT]



 









 





	 	 	 	 	 
	 	CITIBANK, N.A., as Administrative Agent, a Lender and
a L/C Issuer

 	 
	 	By:  	/s/ SHIRLEY BURROW
 	 
	 	Name:  	Shirley Burrow 	 
	 	Title:  	Attorney-in-Fact 	 
	 



[SIGNATURE PAGE TO FIRST AMENDMENT TO

CREDIT AGREEMENT]




 









 





	 	 	 	 	 
	 	BARCLAYS BANK PLC, as a Lender and a L/C Issuer

 	 
	 	By:  	/s/ NICHOLAS A. BELL
 	 
	 	Name:  	Nicholas A. Bell 	 
	 	Title:  	Director 	 
	 



[SIGNATURE PAGE TO FIRST AMENDMENT TO

CREDIT AGREEMENT]




 









 





	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ KEVEN D. SMITH
 	 
	 	Name:  	Keven D. Smith 	 
	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO FIRST AMENDMENT TO

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	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	/s/ SEAN ROCHE
 	 
	 	Name:  	Sean Roche 	 
	 	Title:  	Vice President 	 
	 



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	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ PAUL PRITCHETT
 	 
	 	Name:  	Paul Pritchett 	 
	 	Title:  	Assistant Vice President 	 
	 



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	 	CITIZENS BANK OF PENNSYLVANIA, as a Lender 

 	 
	 	By:  	/s/ MARK A. BOMBERG
 	 
	 	 	Name:  	Mark A. Bomberg
 	 
	 	 	Title:  	Senior Vice President 	 
	 



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	 	BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as a Lender

 	 
	 	By:  	/s/ KAREN OSSOLINSKI
 	 
	 	 	Name:  	Karen Ossolinski 	 
	 	 	Title:  	Vice President 	 
	 



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	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender

 	 
	 	By:  	/s/ SARAH WU
 	 
	 	 	Name:  	Sarah Wu 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ NUPUR KUMAR
 	 
	 	 	Name:  	Nupur Kumar 	 
	 	 	Title:  	Associate 	 
	 



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	 	LEHMAN BROTHERS BANK, FSB, as a Lender

 	 
	 	By:  	/s/ JANINE M. SHUGAN
 	 
	 	 	Name:  	Janine M. Shugan 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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	 	ROYAL BANK OF CANADA, as a Lender

 	 
	 	By:  	/s/ LINDA M. STEPHENS
 	 
	 	 	Name:  	Linda M. Stephens 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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	 	UBS LOAN FINANCE LLC, as a Lender

 	 
	 	By:  	/s/ CHRISTOPHER M. AITKIN
 	 
	 	 	Name:  	Christopher M. Aitkin 	 
	 	 	Title:  	Associate Director Banking Products Services, US	 
	 
	 	Banking Products Services, US

 	 
	 	By:  	/s/ RICHARD L. TAVROW
 	 
	 	 	Name:  	Richard L. Tavrow 	 
	 	 	Title:  	Director
Banking Products Services, US 	 
	 



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SCHEDULE 2.01




COMMITMENTS




	 	 	 	 	 
	Lender	 	Commitment	 
	Citibank, N.A.
	 	$	35,000,000.00	 
	Barclays Bank PLC
	 	$	35,000,000.00	 
	KeyBank National Association
	 	$	30,000,000.00	 
	SunTrust Bank
	 	$	30,000,000.00	 
	Wachovia Bank, National Association
	 	$	30,000,000.00	 
	Citizens Bank of Pennsylvania
	 	$	26,000,000.00	 
	Bank of Tokyo-Mitsubishi Trust Company
	 	$	26,000,000.00	 
	Credit Suisse, Cayman Islands Branch
	 	$	22,000,000.00	 
	Lehman Brothers Bank, FSB
	 	$	22,000,000.00	 
	Royal Bank of Canada
	 	$	22,000,000.00	 
	UBS Loan Finance LLC
	 	$	22,000,000.00	 
	Total:
	 	$	300,000,000.00	 






Schedule 2.01