0001193125-11-181936 Sample Contracts

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUNOCO LOGISTICS PARTNERS L.P.
Sunoco Logistics Partners L.P. • July 5th, 2011 • Pipe lines (no natural gas) • Delaware

This Amendment No. 1 (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., a Delaware limited partnership (the “Partnership”), is entered into effective as of July 1, 2011, by Sunoco Partners LLC, a Pennsylvania limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SUNOCO PARTNERS LLC A Pennsylvania Limited Liability Company Dated as of July 1, 2011
Limited Liability Company Agreement • July 5th, 2011 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas) • Pennsylvania

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SUNOCO PARTNERS LLC (the “Company”), dated as of July 1, 2011, is adopted, executed and agreed to by Sun Pipe Line Company, a Texas corporation (“Sun Pipe Line”), Sunoco, Inc. (R&M), a Pennsylvania corporation (“Sunoco R&M”), and Atlantic Refining & Marketing Corp., a Delaware corporation (“Atlantic Refining”), as the Members (as defined herein) of the Company.

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