AMENDMENT NO. 2011-1 TO OMNIBUS AGREEMENTOmnibus Agreement • February 23rd, 2011 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas) • Pennsylvania
This AMENDMENT NO. 2011-1, dated as of February 22, 2011 and effective January 1, 2011 (this “Amendment”), to the Omnibus Agreement, dated as of February 8, 2002, and amended previously by Amendment No. 1 (dated as of January 28, 2005), Amendment No. 2006-1, Amendment No. 2007-1, Amendment No. 2008-1, and Amendment No 2009-1, and Amendment No. 2010-1 (as amended, the “Omnibus Agreement”) by is adopted, executed and agreed to by Sunoco, Inc. (“Sunoco, Inc.”), Sunoco, Inc. (R&M) (“Sunoco, Inc. (R&M)” and, together with Sunoco, Inc. “Sunoco”) , Sun Pipe Line Company of Delaware LLC, Atlantic Petroleum Corporation, Sunoco Pipeline L.P., Sunoco Logistics Partners L.P., Sunoco Logistics Partners Operations L.P., and Sunoco Partners LLC (each a “Party” and, collectively, the “Parties”).
SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN Performance-Based Restricted Unit AgreementPerformance-Based Restricted Unit Agreement • February 23rd, 2011 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas) • Pennsylvania
This Restricted Unit Agreement (the “Agreement”), entered into as of the 27th day of January, 2011 (the “Agreement Date”), by and between Sunoco Partners LLC (the “Company”) and the Participant named herein.
ContractPromissory Note • February 23rd, 2011 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas) • Pennsylvania
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF THE SUBORDINATION AGREEMENT DATED AS OF EVEN DATE HEREWITH AMONG SUNOCO LOGISTICS PARTNERS OPERATIONS L.P., AS DEBTOR, AND SUNOCO, INC., AS SUBORDINATED CREDITOR, IN FAVOR OF CITIBANK, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS REFERENCED THEREIN.
SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN Time-Vested Restricted Unit AgreementRestricted Unit Agreement • February 23rd, 2011 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas) • Pennsylvania
This Restricted Unit Agreement (the “Agreement”), entered into as of the 27th day of January, 2011 (the “Agreement Date”), by and between Sunoco Partners LLC (the “Company”) and the Participant named herein.
