Exhibit 3.1
AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED
AGREEMENT
OF LIMITED
PARTNERSHIP
OF
SUNOCO LOGISTICS PARTNERS
L.P.
This Amendment No. 2 (this
“ Amendment No. 2 ”) to Second
Amended and Restated Agreement of Limited Partnership of Sunoco
Logistics Partners L.P. (the “ Partnership
”), dated as of July 20, 2004 (the “
Partnership Agreement ”), is hereby adopted
effective as of November 18, 2008, 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 have the meaning
given such terms in the Partnership Agreement.
WHEREAS, Section 13.1(d)(i) of
the Partnership Agreement provides that the General Partner,
without the approval of any Partner or Assignee, may amend any
provision of the Partnership Agreement to reflect a change that, in
the discretion of the General Partner, does not adversely affect
the Limited Partners (including any particular class of Partnership
Interests as compared to other classes of Partnership Interests) in
any material respect; and
WHEREAS, acting pursuant to the
power and authority granted to it under
Section 13.1(d)(i) of the Partnership Agreement, the
General Partner has determined that the following amendment to the
Partnership Agreement does not adversely affect the Limited
Partners (including any particular class of P
