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EXHIBIT 3(a)(i)
SUN ENERGY PARTNERS, L.P.
The undersigned Managing General Partner of SUN ENERGY PARTNERS, L.P.,
a Delaware limited partnership, (the "Partnership") hereby adopts the following
as Amendment No. 1 to the Second Amended and Restated Agreement of Limited
Partnership of Sun Energy Partners, L.P. (the "Agreement"):
Article I, Section 1.3(a) is hereby deleted and replaced with the following:
(a) The registered office of the Partnership in the State of
Delaware shall be the Corporate Trust Center, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000, and its registered agent
for service of process on the Partnership at such registered office
shall be The Corporation Trust Company. The principal office of the
Partnership shall be 000 Xxxxxx X. Xxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000, or such other place as the Managing General Partner may from
time to time designate to the Partners. The Partnership may maintain
offices at such other place or places as the Managing General Partner
deems advisable.
Article I, Section 1.3(b) is hereby deleted and replaced with the following:
(b) The address of the Managing General Partner is 000 Xxxxxx
X. Xxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000. The address of each
Limited Partner shall be the address of such Limited Partner appearing
on the books of The Recordkeeping Transfer Agent or the Partnership
from time to time, as provided for in Section 18.1.
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In view of the merger of Oryx Energy Company (formerly named Sun Exploration and
Production Company), heretofore the Managing General Partner of the Partnership,
into Xxxx-XxXxx Corporation, a Delaware corporation, effective February 26,
1999, all references in the Agreement to "E&P", Sun Exploration and Production
Company or to the Managing General Partner of the Partnership shall be
understood as references to Xxxx-XxXxx Corporation. All references to Sun
Company, Inc. or "Sun", a Pennsylvania corporation which was formerly the
corporate parent of Sun Exploration and Production Company but which no longer
has any direct or indirect interest in the Partnership or the Managing General
Partner, shall be replaced with references to Xxxx-XxXxx Corporation.
This Amendment No. 1 shall become effective upon execution by Xxxx-XxXxx
Corporation in its capacity as Managing General Partner of the Partnership.
Except as expressly amended hereby, the provisions of the Agreement shall remain
in full force and effect.
This Amendment No. 1 shall be construed in accordance with and governed by the
laws of the State of Delaware.
Adopted March 9, 1999
XXXX-XxXXX CORPORATION
in its capacity as Managing General Partner
of the Partnership
By /s/ XXXXXXX X. XXXXXX, XX.
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Xxxxxxx X. Xxxxxx, Xx.
Senior Vice President
