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                                                                    Exhibit 10.1

                        COMMON UNIT REDEMPTION AGREEMENT

     This COMMON UNIT REDEMPTION AGREEMENT (this "Agreement"), is made and
entered into as of May 17, 2005, by and between Sunoco Logistics Partners L.P.,
a Delaware limited partnership (the "Partnership") and Sunoco Partners LLC, a
Pennsylvania limited liability company (the "Holder").

     WHEREAS, the Holder now owns 6,301,005 common units representing limited
partner interests in the Partnership (the "Common Units");

     WHEREAS, the Partnership desires to increase the public float of the Common
Units;

     WHEREAS, the Partnership and the Holder, among the other parties thereto,
have entered into an underwriting agreement of even date herewith (the
"Underwriting Agreement") with Lehman Brothers Inc., Citigroup Global Markets
Inc., Goldman, Sachs & Co., KeyBanc Capital Markets, a division of McDonald
Investments Inc., RBC Capital Markets Corporation and Stifel Nicolaus & Company,
Incorporated (collectively, the "Underwriters") pursuant to which the
Partnership is publicly offering (the "Public Offering") for cash (i) 2,500,000
Common Units (the "Primary Units") and (ii) in the event the Underwriters
exercise their over-allotment option pursuant to the Underwriting Agreement, up
to an additional 375,000 Common Units (the "Option Units"), in each case
pursuant to the Partnership's registration statement on Form S-3 (File No.
333-103710) (as amended to the date hereof, the "Registration Statement") and a
prospectus supplement (together with the prospectus included in the Registration
Statement, the "Prospectus") filed under Rule 424 under the Securities Act (as
defined herein); and

     WHEREAS, the Holder desires to transfer to the Partnership, and the
Partnership desires to redeem from the Holder, up to an aggregate of 2,875,000
Common Units upon the terms and conditions hereinafter set forth.

     NOW THEREFORE, in consideration of the mutual covenants, conditions and
agreements set forth herein, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     1. Redemption of Units. On the Initial Closing Date (as defined below), and
subject to the terms and conditions and in reliance upon the representations and
warranties herein set forth, the Holder agrees to transfer to the Partnership,
and the Partnership agrees to redeem from the Holder, up to 2,500,000 Common
Units (the "Initial Redemption Units") from the Holder, at a price per unit of
$35.906 (the "Redemption Price"), which is equal to the net proceeds per unit
received by the Partnership in the Public Offering, after underwriting discounts
and commissions, but before expenses (the "Initial Redemption"). In addition,
upon the Additional Closing Date (as defined below), and subject to the terms
and conditions and in reliance on the representations and warranties herein set
forth, the Holder agrees to transfer to the Partnership, and the Partnership
agrees to redeem from the Holder, at the Redemption Price, a number of Common
Units (the "Additional Redemption Units" and, together with the Initial
Redemption Units, the "Redemption Units") equal to the number of Option Units
purchased from the Partnership by the Underwriters (the "Additional
Redemption").




          1.1 The closings of the Initial Redemption and the Additional
Redemption shall take place at such places and such times so as to coincide with
the Underwriters' purchase of Primary Units (the "Initial Closing Date") and
Option Units (the "Additional Closing Date") from the Partnership in the Public
Offering.

          1.2 At each closing, the Holder shall assign and transfer to the
Partnership all its right, title and interest in and to the Redemption Units
free and clear of all liens or other limitations or restrictions and deliver to
the Partnership the certificate or certificates representing the Redemption
Units, duly endorsed in blank or accompanied by separate stock powers so
endorsed. The Holder shall execute the certificate of transfer on the back of
the certificate or certificates representing the Redemption Units.

          1.3 The Partnership shall pay the aggregate Redemption Price for the
Initial Redemption and the Additional Redemption, as applicable, on the Initial
Closing Date and the Additional Closing Date, as applicable, without deduction,
by wire transfer of immediately available funds to an account of the Holder (the
number for which account shall have been furnished to the Partnership at least
one business day prior to the Initial Closing Date and the Additional Closing
Date, as applicable).

          1.4 The Partnership hereby acknowledges and agrees that, by executing
and delivering this Agreement and consummating the transactions contemplated
hereby, the Holder is not waiving, in whole or in part, any registration rights
it has pursuant to Section 7.12 of the Second Amended and Restated Agreement of
Limited Partnership of the Partnership dated as of July 20, 2004 (the
"Partnership Agreement") with respect to (i) any Units subject to this Agreement
that are not redeemed pursuant to this Agreement or (ii) any other Common Units
owned by the Holder that are not Redemption Units subject to this Agreement,
including but not limited to the Holder's right, as exercised by a registration
request, to cause the Partnership to effect the registration under the
Securities Act of all Common Units owned by the Holder pursuant to the terms and
conditions of the Partnership Agreement.

          1.5 The Partnership and the Holder intend, for federal income tax
purposes, that the transfer by the Partnership to the Holder of the aggregate
Redemption Price for the Initial Redemption and the Additional Redemption shall
not be treated as part of a sale of property by the Holder to the Partnership or
a sale of a partnership interest by the Holder; rather, the transfer shall be
treated as a reimbursement for capital expenditures incurred by the Holder with
respect to Partnership property contributed by the Holder to the Partnership
during the two year period preceding the initial formation of the Partnership.

     2. Representations and Warranties of Holder. The Holder hereby represents
and warrants to, and agrees with the Partnership, as applicable, that:

          2.1 Existence and Power. The Holder is a limited liability company
duly organized, validly existing and in good standing under the laws of the
State of Pennsylvania and has all requisite limited liability company power and
authority to execute and deliver this Agreement, consummate the transactions and
perform each of its obligations contemplated hereby.


                                      -2-

          2.2 Authority; Approvals. (a) The execution and delivery of this
Agreement by the Holder, the consummation by the Holder of each of the
transactions and the performance by the Holder of its obligations contemplated
hereby have been duly and properly authorized by all necessary limited liability
company action on the part of the Holder. This Agreement has been duly executed
and delivered by the Holder, and, assuming the accuracy of the representations
and warranties of the Partnership in Section 3 hereof, constitutes the valid and
legally binding obligation of the Holder, enforceable against the Holder in
accordance with its terms, subject, (i) as to enforceability, to bankruptcy,
insolvency, reorganization, moratorium and other similar laws of general
applicability relating to or affecting creditors' rights and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and (ii) to equitable principles of general
applicability relating to the availability of specific performance, injunctive
relief, or other equitable remedies.

               (b) The execution and delivery of this Agreement by the Holder
and the consummation of each of the transactions and the performance of each of
the obligations contemplated hereby (i) do not conflict with, violate or breach
(whether with or without notice or a lapse of time or both), require the consent
of any Person to or otherwise result in a material detriment to the Holder
under, (A) its organizational documents or (B) any agreement to which it is a
party or by which its assets or property is bound or any law or order applicable
to it, in the case of clause (B), which conflicts, violations, breaches or
material detriments could reasonably be expected to prevent the consummation of
any of the transactions contemplated hereby or have a material adverse effect on
the business, properties or condition (financial or otherwise) of the Holder;
and (ii) do not impose any penalty or other onerous condition on the Holder that
could reasonably be expected to prevent the consummation of any of the
transactions contemplated hereby. As used in this Agreement, the term "Person"
means a natural person, corporation, limited liability company, venture,
partnership, trust, unincorporated organization, association or other entity.

               (c) No approval from any Governmental Entity is required with
respect to the Holder in connection with the execution and delivery by the
Holder of this Agreement, the performance by the Holder of its obligations
hereunder or the consummation by the Holder of the transactions contemplated
hereby, except for any such approval the failure of which to be made or obtained
(i) has not impaired and could not reasonably be expected to impair the ability
of the Holder to perform its obligations under this Agreement in any material
respect, and (ii) could not reasonably be expected to delay, in any material
respect, or prevent the consummation of any of the transactions contemplated by
this Agreement. As used in this Agreement, the term "Governmental Entity" means
any agency, bureau, commission, authority, department, official, political
subdivision, tribunal or other instrumentality of any government, whether (i)
regulatory, administrative or otherwise; (ii) federal, state or local; or (iii)
domestic or foreign.

          2.3 Ownership of Redemption Units. The Holder is the record and
beneficial owner of the Redemption Units, free and clear of any lien and any
other limitation or restriction with full right and authority to deliver the
same hereunder, and will transfer and deliver to the Partnership on the Initial
Closing Date and the Additional Closing Date, as applicable, valid title to the
Initial Redemption Units and the Additional Redemption Units, in each case free
and clear of any lien and any such other limitation or restriction.



                                      -3-

          2.4 Independent Investigation. The Holder (a) has the requisite
knowledge, sophistication and experience in order to fairly evaluate a
disposition of the Redemption Units, including the risks associated therewith,
and (b) has adequate information and has made its own independent investigation
and evaluation to the extent it deems necessary or appropriate concerning the
properties, business and financial condition of the Partnership to make an
informed decision regarding the transfer of the Redemption Units pursuant to
this Agreement.

     3. Representations and Warranties of the Partnership. The Partnership
hereby represents and warrants to, and agrees with the Holder, that:

          3.1 Existence and Power. The Partnership is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite limited partnership power and authority to
execute and deliver this Agreement, consummate the transactions and perform each
of its obligations contemplated hereby.

          3.2 Authority; Approvals. (a) The execution and delivery of this
Agreement by the Partnership, the consummation by the Partnership of each of the
transactions and the performance by the Partnership of each of its obligations
contemplated hereby have been duly and properly authorized by all necessary
partnership action on the part of the Partnership. This Agreement has been duly
executed and delivered by the Partnership and, assuming the accuracy of the
representations and warranties of the Holder in Section 2 hereof, constitutes
the valid and legally binding obligation of the Partnership, enforceable against
it in accordance with its terms, subject, (i) as to enforceability, to
bankruptcy, insolvency, reorganization, moratorium and other similar laws of
general applicability relating to or affecting creditors' rights and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and (ii) to equitable principles of general
applicability relating to the availability of specific performance, injunctive
relief, or other equitable remedies.

               (b) The execution and delivery of this Agreement by the
Partnership and the consummation of each of the transactions and the performance
of each of the obligations contemplated hereby (i) do not conflict with, violate
or breach (whether with or without notice or a lapse of time or both), require
the consent of any Person to or otherwise result in a material detriment to the
Partnership under, (A) its organizational documents or (B) any agreement to
which it is a party or by which its assets or property is bound or any law or
order applicable to it, in the case of clause (B), which conflicts, violations,
breaches or material detriments could reasonably be expected to prevent the
consummation of any of the transactions contemplated hereby or have a material
adverse effect on the business, properties or condition (financial or otherwise)
of the Partnership; and (ii) do not impose any penalty or other onerous
condition on the Partnership that could reasonably be expected to prevent the
consummation of any of the transactions contemplated hereby.

               (c) No approval from any Governmental Entity is required with
respect to the Partnership in connection with the execution and delivery by the
Partnership of this Agreement, the performance by the Partnership of its
obligations hereunder or the consummation by the Partnership of the transactions
contemplated hereby, except (i) as have been obtained under the Securities Act
of 1933, as amended, and the rules and regulations of the Securities and
Exchange Commission (the "Commission") thereunder (collectively, the "Securities
Act"), and



                                      -4-

as may be required under state securities or blue sky laws in connection with
the Public Offering and (ii) for any such approval the failure of which to be
made or obtained (A) has not impaired and could not reasonably be expected to
impair the ability of the Partnership to perform its obligations under this
Agreement in any material respect and (B) could not reasonably be expected to
delay, in any material respect, or prevent the consummation of any of the
transactions contemplated by this Agreement.

     4. Conditions to Closing.

          4.1 Conditions to Obligations of the Partnership. The obligation of
the Partnership to redeem the Redemption Units on the Initial Closing Date and
the Additional Closing Date is subject to the satisfaction of the following
conditions:

               (a) The closings contemplated in Section 4 of the Underwriting
Agreement shall have occurred with respect to the Primary Units or the Option
Units, as applicable;

               (b) The Holder shall have performed in all material respects all
of its obligations hereunder required to be performed by it on or prior to the
Initial Closing Date or the Additional Closing Date, as applicable;

               (c) No action, claim, suit, hearing, complaint, demand,
injunction, litigation, judgment, arbitration, order, decree, ruling or
governmental investigation or proceeding is then pending or threatened by any
court or Governmental Entity, and no such court or Governmental Entity shall
have issued any injunction, judgment or order, which shall remain in effect,
that would prevent consummation of the Initial Redemption or the Additional
Redemption, as applicable; provided, however, that the parties hereto shall use
their reasonable best efforts to have any such injunction, judgment or order
vacated or reversed;

               (d) The representations and warranties of the Holder contained in
this Agreement and in any certificate or other writing delivered by the Holder
pursuant hereto shall be true in all material respects (except for such
representations and warranties as shall be qualified by a materiality standard,
which shall be true and correct in all respects) at and as of the Initial
Closing Date or the Additional Closing Date, as applicable, as if made at and as
of such date; and

               (e) The Partnership shall have received a certificate signed by a
duly authorized officer of the Holder to the effect set forth in clauses (b) and
(d) above.

          4.2 Conditions of Obligations of the Holder. The obligation of the
Holder to consummate the transactions contemplated on the Initial Closing Date
and the Additional Closing Date, as applicable, is subject to the satisfaction
of the following conditions:

               (a) The closings contemplated in Section 4 of the Underwriting
Agreement shall have occurred with respect to the Primary Units or the Option
Units, as applicable;




                                      -5-

               (b) The Partnership shall have performed in all material respects
all of its obligations under this Agreement required to be performed by it on or
prior to the Initial Closing Date or the Additional Closing Date, as applicable;

               (c) No action, claim, suit, hearing, complaint, demand,
injunction, litigation, judgment, arbitration, order, decree, ruling or
governmental investigation or proceeding is then pending or threatened by any
court or Governmental Entity, and no such court or Governmental Entity shall
have issued any injunction, judgment or order, which shall remain in effect,
that would prevent consummation of the Initial Redemption or the Additional
Redemption, as applicable; provided, however, that the parties hereto shall use
their reasonable best efforts to have any such injunction, judgment or order
vacated or reversed;

               (d) The representations and warranties of the Partnership
contained in this Agreement and in any certificate or other writing delivered by
the Partnership pursuant hereto shall be true in all material respects (except
for such representations and warranties as shall be qualified by a materiality
standard, which shall be true and correct in all respects) at and as of the
Initial Closing Date or the Additional Closing Date, as applicable, as if made
at and as of such date; and

               (e) The Holder shall have received a certificate signed by a duly
authorized officer of the Holder on behalf of the Partnership to the effects set
forth in clauses (b) and (d) above.

     5. Indemnification.


          5.1 Indemnification by the Partnership. The Partnership will indemnify
and hold harmless the Holder, its officers, directors and each person who
controls the Holder within the meaning of Section 15 of the Securities Act and
Section 20 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder (collectively, the "Exchange Act")
against all losses, claims, damages and liabilities (including, without
limitation, the legal fees and other expenses incurred in connection with any
suit, action, proceeding or any claim asserted) arising out or based on: (a) any
inaccuracy or breach as of the date of this Agreement or as of the Initial
Closing Date or the Additional Closing Date, as applicable, of any
representation or warranty made by the Partnership in Section 3 of this
Agreement or in any certificate delivered by the Partnership pursuant to this
Agreement; and

               (b) the breach or default in the performance by the Partnership
of any covenant, agreement or obligation to be performed by the Partnership
pursuant to this Agreement.

          5.2 Indemnification by the Holder. The Holder will indemnify the
Partnership, its officers, directors and each person who controls the
Partnership within, the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act, against all losses, claims, damages and liabilities
(including, without limitation, the legal fees and expenses incurred in
connection with any suit, action, proceeding or any claim asserted) arising out
of or based on:



                                      -6-

               (a) any inaccuracy or breach as of the date of this Agreement or
as of the Initial Closing Date or the Additional Closing Date, as applicable, of
any representation or warranty made by the Holder in Section 2 of this Agreement
or in any certificate delivered by the Holder pursuant to this Agreement; and

               (b) the breach or default in the performance by the Holder of any
covenant, agreement or obligation to be performed by the Holder pursuant to this
Agreement.

          The liability of the Holder pursuant to this Section 5.2 shall be
limited to the aggregate Redemption Price.

          5.3 Indemnification Procedures. If any suit, action, proceeding
(including any governmental or regulatory investigation), claim or demand shall
be brought or asserted against any person in respect of which indemnity may be
sought pursuant to the preceding paragraphs of this Section 5, such person (the
"Indemnified Person") shall promptly notify the person or persons against whom
such indemnity may be sought (each an "Indemnifying Person") in writing, and
such Indemnifying Persons, upon request of the Indemnified Person, shall retain
counsel reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person and any others the Indemnifying Persons may designate in such
proceeding and shall pay the reasonable fees and expenses of such counsel
related to such proceeding. In any such proceeding, any Indemnified Person shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Person and not the
Indemnifying Persons unless (i) the Indemnifying Persons and the Indemnified
Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person
has failed within a reasonable time to retain counsel reasonably satisfactory to
the Indemnified Person or (iii) the named parties in any such proceeding
(including any impleaded parties) include both an Indemnifying Person and the
Indemnified Person and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that no Indemnifying Person shall, in connection with any
proceeding or related proceeding in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm (in addition to any
local counsel) for all Indemnified Persons, and that all such fees and expenses
shall be reimbursed as they are incurred. No Indemnifying Person shall be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
each Indemnifying Person agrees to indemnify any Indemnified Person from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an Indemnified Person
shall have requested an Indemnifying Person to reimburse the Indemnified Person
for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, such Indemnifying Person agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 90 days after receipt by such
Indemnifying Person of the aforesaid request and (ii) such Indemnifying Person
shall not have reimbursed the Indemnified Person in accordance with such request
prior to the date of such settlement. No Indemnifying Person shall, without the
prior written consent of the Indemnified Person, effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is
or could have been a party and indemnity could have been sought hereunder by
such Indemnified Person, unless such settlement includes an unconditional




                                      -7-

release of such Indemnified Person from all liability on claims that are the
subject matter of such proceeding.

          5.4 Contribution. The Partnership and the Holder agree that it would
not be just and equitable if contribution pursuant to this Section 5 were
determined by pro rata allocation. The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to in
this Section 5 shall be deemed to include any legal or other expenses incurred
by such Indemnified Person in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Section 5, in no
event shall the Holder be required to contribute any amount in excess of the
amount of the aggregate Redemption Price received by it. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

          5.5 Full Force and Effect. The remedies provided for in this Section 5
are not exclusive and shall not limit any rights or remedies which may otherwise
be available to any indemnified party at law or in equity. The indemnity and
contribution agreements contained in this Section 5 and the representations and
warranties of the Partnership and the Holder set forth in this Agreement shall
remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by or on behalf of any party
hereto, its respective officers or directors or any person controlling such
party and (iii) consummation of the Initial Redemption and the Additional
Redemption, as applicable.

     6. Expense Reimbursement. Whether or not the transactions contemplated by
this Agreement are consummated, the Holder will reimburse the Partnership for
all out-of-pocket expenses (including fees and disbursements of counsel and
independent accountants) incurred by the Partnership in connection with this
Agreement and the Public Offering (including, but not limited to, the expenses
the Partnership agreed to pay pursuant to the Underwriting Agreement). The
Holder agrees to pay the full amount thereof to the Partnership upon demand.

     7. Miscellaneous.


          8.1 Notices. All notices, requests, demands, claims, and other
communications hereunder shall be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given two business
days after it is sent by registered or certified mail, return receipt requested,
postage prepaid, and addressed to the intended recipient as set forth below:

          If to the Holder:

          Sunoco, Inc.
          1801 Market Street
          Philadelphia, Pennsylvania  19103
          Attention:  Michael S. Kuritzkes
                      Senior Vice President and General Counsel
          Fax: (215) 977-3559




                                      -8-

          If to the Partnership:

          Sunoco Logistics Partner L.P.
          1801 Market Street
          Philadelphia, Pennsylvania  19103
          Attention:  Bruce D. Davis, Jr.
                      Vice President, General Counsel and Secretary
          Fax: (215) 246-8113

Any party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the addresses set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, ordinary mail, or electronic mail). Delivery of written notices shall
be effective (i) upon delivery, if sent by hand delivery, expedited courier or
messenger service (in any such case, with a record of receipt) or by ordinary
mail or (ii) on the next day after the date of dispatch, if sent by telecopy,
cable, facsimile, telegram, or electronic mail. Any party may change the address
to which notices, requests, demands, claims, and other communications hereunder
are to be delivered by giving the other party notice in the manner herein set
forth.

          7.2 Amendments and Waivers. Any provision of this Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed, in the case of an amendment, by each party to this Agreement, or in the
case of a waiver, by the party against whom the waiver is to be effective. No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.

          7.3 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

          7.4 Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned or delegated, in
whole or in part, by operation of law or otherwise by any party without the
prior written consent of the other party.

          7.5 Governing Law. This Agreement shall be governed by and construed
in accordance with the law of the State of Delaware, without reference to its
conflict of laws principles.

          7.6 Public Announcements. Each party agrees that, except as may be
required by applicable law or any listing agreement with any national securities
exchange, such party will not issue any press release or make any public
statement with respect to this Agreement or the transactions contemplated hereby
without obtaining the prior written consent of the other party.

          7.7 Entire Agreement; No Third-Party Beneficiaries. This Agreement
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter of this Agreement. Except as specifically set forth or referred
to herein, nothing herein expressed or implied is intended or


                                      -9-

shall be construed to confer upon or give to any Person, other than the parties
hereto, and their permitted successors or assigns, any rights or remedies under
or by reason of this Agreement. No third party is entitled to rely on any of the
representations, warranties and agreements contained in this Agreement, and the
Partnership and the Holder assume no liability to any third party because of any
reliance on the representations, warranties and agreements of the Partnership
and the Holder contained in this Agreement.

          7.8 Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

          7.9 Termination. Notwithstanding any provision in this Agreement to
the contrary, this Agreement shall terminate in the event the Underwriting
Agreement is terminated in accordance with the terms contained therein.

          7.10 Interpretation. When a reference is made in this Agreement to a
Section, such reference shall be to a Section of this Agreement unless otherwise
indicated. The captions and headings appearing at the beginning of the various
sections of this Agreement are for convenience of reference only and shall not
be given any effect whatsoever in the construction or interpretation of this
Agreement. Whenever the words "include," "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation."

          7.11 Section Headings. The captions and headings appearing at the
beginning of the various sections of this Agreement are for convenience of
reference only and shall not be given any effect whatsoever in the construction
or interpretation of this Agreement.

          7.12 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Any party may execute
this Agreement by the delivery of a facsimile signature, which signature shall
have the same force and effect as an original signature. Any party that delivers
a facsimile signature shall promptly thereafter deliver an originally executed
signature to the other party; provided, however, that the failure to deliver an
original signature page shall not affect the validity of any signature delivered
by facsimile.



                            [signature page follows]


                                      -10-

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by its duly authorized officer as of the date first written above.



                              SUNOCO LOGISTICS PARTNERS, L.P.
                              By: Sunoco Partners LLC, its general partner



                                 By:  /s/ BRUCE D. DAVIS, JR.
                                    --------------------------------------------
                                 Name:  Bruce D. Davis, Jr.
                                 Title: Vice President



                              SUNOCO PARTNERS LLC



                                 By:  /s/ BRUCE D. DAVIS, JR.
                                    --------------------------------------------
                                 Name:  Bruce D. Davis, Jr.
                                 Title: Vice President







                                      -11-