AMENDMENT NO. 2006-1 TO OMNIBUS AGREEMENT
Exhibit 10.1
AMENDMENT NO. 2006-1 TO
OMNIBUS AGREEMENT
OMNIBUS AGREEMENT
This AMENDMENT NO. 2006-1, dated as of February 14, 2006 and effective January 1, 2006 (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 Delaware (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 2006 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, 2006, and for a period of one year thereafter, the
Administrative Fee paid by the Partnership to the General Partner will be Seven
Million Six Hundred Thousand Sixty-Eight Dollars ($7,668,000) per year. This
Administrative Fee for the 2006 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 2. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Pennsylvania.
SECTION 3. 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]
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth
above.
SUNOCO, INC. | ||||
By: | /s/ XXXXXX X. XXXXXXX | |||
Name: Xxxxxx X. Xxxxxxx | ||||
Title: Senior Vice President & Chief Financial Officer | ||||
SUNOCO, INC. (R&M) | ||||
By: | /s/ XXXXXX X. XXXXXXX | |||
Name: Xxxxxx X. Xxxxxxx | ||||
Title: Senior Vice President & Chief Financial Officer | ||||
ATLANTIC PETROLEUM CORPORATION | ||||
By: | /s/ XXXXXX X. XXXXXXX | |||
Name: Xxxxxx X. Xxxxxxx | ||||
Title | : President | |||
SUN PIPE LINE COMPANY OF DELAWARE | ||||
By: | /s/ XXXXX X. XXXXXX | |||
Name: Xxxxx X. Xxxxxx | ||||
Title: President | ||||
SUN PIPE LINE COMPANY | ||||
By: | /s/ XXXXXXX X. XXXXX | |||
Name: Xxxxxxx X. Xxxxx | ||||
Title: President | ||||
SUNOCO PARTNERS LLC | ||||
By: | /s/ XXXXXXX X. XXXXX | |||
Name: Xxxxxxx X. Xxxxx | ||||
Title: President and Chief Executive Officer |
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SUNOCO LOGISTICS PARTNERS L.P. | ||||||||
By: | SUNOCO PARTNERS LLC, | |||||||
its General Partner | ||||||||
By: | /s/ XXXXXXX X. XXXXX | |||||||
Name: Xxxxxxx X. Xxxxx | ||||||||
Title: President and Chief Executive Officer | ||||||||
SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. | ||||||||
By: | SUNOCO PARTNERS LLC, | |||||||
its General Partner | ||||||||
By: | /s/ XXXXXXX X. XXXXX | |||||||
Name: Xxxxxxx X. Xxxxx | ||||||||
Title: President and Chief Executive Officer |
SUN PIPE LINE DELAWARE (OUT) LLC | ||||||
(as successor to Sun Pipe Line Services (Out) LLC) | ||||||
By: | /s/ XXXXXXX X. XXXXX | |||||
Name: Xxxxxxx X. Xxxxx | ||||||
Title: President |
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