AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
SUNOCO LOGISTICS PARTNERS L.P.
This Amendment No. 1 (this “ Amendment No. 1 ”) to the Second Amended and Restated Agreement of Limited
Partnership of Sunoco Logistics Partners L.P. (the “ Partnership ”) is dated January 23, 2008 and effective as of January 1, 2007,
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 are used as defined in the Partnership Agreement.
WHEREAS , the General Partner and the Limited Partners of the Partnership entered into that certain Second Amended and
Restated Agreement of Limited Partnership of the Partnership dated as of July 20, 2004 (the “ Partnership Agreement ”);
WHEREAS , acting pursuant to the power and authority granted to it under Section 13.1(d) of the Partnership Agreement,
the General Partner has the authority to amend the Partnership Agreement without the approval of the Limited Partners under
certain circumstances which the General Partner has determined are applicable to this Amendment No. 1.
NOW THEREFORE , the General Partner does hereby amend the Partnership Agreement as follows:
Section 1. Amendment .
(a) Section 1.1 is hereby amended to add or amend and restate the following definitions:
(i) “ Disposed of Adjusted Property ” has the meaning assigned to such term in Section 6.1(d)(xii)(B).
(ii) “ Net Termination Gain ” means, for any taxable year, the sum, if positive, of all items of income, gain, loss or
deduction recognized by the Partnership (a) after the Liquidation Date or (b) upon the sale, exchange or other disposition
of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of
related transactions (excluding any disposition to a member of the Partnership Group). The items included in the
determination of Net Termination Gain shall be dete