0001193125-10-015571 Sample Contracts

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUNOCO LOGISTICS PARTNERS L.P.
Agreement of Limited Partnership • January 28th, 2010 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas) • Delaware

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUNOCO LOGISTICS PARTNERS L.P., dated as of January 26, 2010 and effective as of the Effective Time, is entered into by and among Sunoco Partners LLC, a Pennsylvania limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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REPURCHASE AGREEMENT between Sunoco Logistics Partners L.P. and Sunoco Partners LLC Dated as of January 26, 2010
Repurchase Agreement • January 28th, 2010 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas) • Delaware

THIS REPURCHASE AGREEMENT (this “Agreement”), dated as of January 26, 2010, is entered into between Sunoco Logistics Partners L.P., a Delaware limited partnership (the “Partnership”), and Sunoco Partners LLC, a Pennsylvania limited liability company (the “General Partner”).

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