UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

SUNOCO LOGISTICS PARTNERS L.P.

(Exact name of registrant as specified in its charter)

Delaware		1-31219		23-3096839
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS employer identification number)

Ten Penn Center, 1801 Market Street, Philadelphia, PA		19103-1699
(Address of principal executive offices)		(Zip Code)

(215) 977-3000
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

		o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
		o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
		o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
		o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01. Entry into a Material Definitive Agreement

          On February 14, 2006, the following entities (each a “Party” and, collectively, the “Parties”) amended their February 8, 2002 Omnibus Agreement (the “Omnibus Agreement”):

	•		Sunoco Logistics Partners L.P. (the “Partnership”),
	•		Sunoco Partners LLC (the “Company”) its general partner,
	•		Sunoco, Inc. (“Sunoco”),
	•		Sunoco, Inc. (R&M),
	•		Sun Pipe Line Company of Delaware,
	•		Atlantic Petroleum Corporation,
	•		Sun Pipe Line Company,
	•		Sun Pipe Line Delaware (Out) LLC, (as successor to Sun Pipe Line Services (Out) LLC),
	•		Sunoco Logistics Partners Operations L.P., and
	•		Sunoco Partners LLC.

          Section 4.1 of the Omnibus Agreement addresses the Partnership’s obligation to pay the Company an annual fee for the provision by Sunoco of certain general and administrative services. As amended, the term has been extended one year, at an annual Administrative Fee of Seven Million Six Hundred Sixty-Eight Thousand Dollars ($7,668,000), subject to certain offsets.

          A copy of the Omnibus Agreement was filed as Exhibit 10.5 to the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004. A copy of the agreement with Sunoco extending the term of Section 4.1 of the Omnibus Agreement is filed herewith as Exhibit 10.1, and incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

10.1

Amendment No. 2006-1 to Omnibus Agreement, dated as of February 14, 2006, and effective January 1, 2006, by and among 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.

Forward-Looking Statements

          Statements contained in the exhibits to this report that state the Partnership’s or its management’s expectations or predictions of the future are forward-looking statements. The Partnership’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Partnership has filed with the Securities and Exchange Commission.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SUNOCO LOGISTICS PARTNERS LP.
		By:		Sunoco Partners LLC,
				its General Partner
				/s/ JENNIFER L. ANDREWS
				Jennifer L. Andrews
				Comptroller
Date: February 17, 2006

EXHIBIT INDEX

Exhibit Number		Exhibit
10.1		Amendment No. 2006-1 to Omnibus Agreement, dated as of February 14, 2006, and effective January 1, 2006, by and among 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.

Exhibit 10.1

AMENDMENT NO. 2006-1 TO
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]

          IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth above.

		SUNOCO, INC.
		By:		/s/ THOMAS W. HOFMANN
		Name: Thomas W. Hofmann
		Title: Senior Vice President & Chief Financial Officer
		SUNOCO, INC. (R&M)
		By:		/s/ THOMAS W. HOFMANN
		Name: Thomas W. Hofmann
		Title: Senior Vice President & Chief Financial Officer
		ATLANTIC PETROLEUM CORPORATION
		By:		/s/ GEORGE J. SZILIER
		Name: George J. Szilier
		Title		: President
		SUN PIPE LINE COMPANY OF DELAWARE
		By:		/s/ DAVID A. JUSTIN
		Name: David A. Justin
		Title: President
		SUN PIPE LINE COMPANY
		By:		/s/ DEBORAH M. FRETZ
		Name: Deborah M. Fretz
		Title: President
		SUNOCO PARTNERS LLC
		By:		/s/ DEBORAH M. FRETZ
		Name: Deborah M. Fretz
		Title: President and Chief Executive Officer

		SUNOCO LOGISTICS PARTNERS L.P.
		By:		SUNOCO PARTNERS LLC,
				its General Partner
				By:		/s/ DEBORAH M. FRETZ
				Name: Deborah M. Fretz
				Title: President and Chief Executive Officer
		SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.
		By:		SUNOCO PARTNERS LLC,
				its General Partner
				By:		/s/ DEBORAH M. FRETZ
				Name: Deborah M. Fretz
				Title: President and Chief Executive Officer

		SUN PIPE LINE DELAWARE (OUT) LLC
		(as successor to Sun Pipe Line Services (Out) LLC)
		By:		/s/ DEBORAH M. FRETZ
		Name: Deborah M. Fretz
		Title: President