Exhibit 3.23
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 07/12/1995
950155101 - 2523577
CERTIFICATE OF
LIMITED PARTNERSHIP
OF
JEWELL COKE COMPANY, L.P.
This Certificate of Limited Partnership of Jewell Coke Company, L.P. (the “Partnership”) is being duly executed and filed by Jewell Coke Company, a Delaware corporation, as general partner, to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act (6Del C.§ 17-101 et seq.).
1.Name. The name of the limited partnership formed hereby is Jewell Coke Company, L.P.
2.Registered Office. The address of the registered office of the Partnership in the State of Delaware is:
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
County of New Castle
3.Registered Agent.The name and address of the registered agent for service of process on the Partnership in the State of Delaware is:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
County of New Castle
4.General Partner.The name and the business address of the sole general partner of the Partnership are:
Jewell Coke Company
Three Christina Centre
201 North Walnut Street, Suite 1300
Wilmington, Delaware 19801-3979
5.Effective Date.This Certificate of Limited Partnership shall become effective at 10:00 AM. on July 14, 1995.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership as of the 7th day of July, 1995.
JEWELL COKE COMPANY | ||
By | /s/ Barry H. Rosenberg | |
Barry H. Rosenberg | ||
Vice President |
State of Delaware
Secretary of State
Division of Corporations
Delivered 01:26 PM 07/16/2009
FILED 01:21 PM 07/16/2009
SRV 090703591 - 2523577 FILE
STATE OF DELAWARE
AMENDMENT TO THE CERTIFICATE OF
LIMITED PARTNERSHIP
The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
FIRST: The name of the Limited Partnership isJewell Coke Company, L.P.
SECOND: Article4 of the Certificate of Limited Partnership shall be amended as follows:
General Partner. The name and the address of the sole general partner of the Partnership is: Sunoco, Inc. (R&M); 1735 Market Street, Ste LL, Philadelphia, PA 19103. For record keeping purposes this entity became the General Partner on December 29, 2006
IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this16th day ofJuly, A.D.2009.
Sunoco, Inc. (R&M) | ||
By: | /s/ Joy N Widgeon | |
General Partner(s) | ||
Joy N Widgeon, Assistant | ||
Secretary | ||
Name: |
| |
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State of Delaware Secretary of State Division of Corporations Delivered 09:40 AM 07/31/2009 FILED 09:34 AM 07/31/2009 SRV 090743138 - 2523577 FILE |
State of Delaware
Certificate of Correction
of a Limited Partnership to be
filed pursuant to Section 17-213(a)
1. | The name of the Limited Partnership is:Jewell Coke Company, L.P. |
.
2. | That a Certificate ofAmendment was filed by the Secretary of State of Delaware onJuly 16, 2009, and that said Certificate requires correction as permitted by Section 17-213 of the Limited Partnership Act. |
3. | The inaccuracy or defect of said Certificate to be corrected is as follows: |
Article 4 of the Certificate of Limited Partnership shall be amended as follows: |
General Partner. The name and the address of the sole general partner of the Partnership is: Sunoco, Inc. (R&M); 1735 Market Street, Ste. LL, Philadelphia, PA 19103. For record keeping purposes this entity became the General Partner on December 29, 2006. |
4. | The Certificate is hereby corrected to read as follows: |
Article 4 of the Certificate of Limited Partnership shall be amended as follows: |
General Partner. The name and the business address of the sole general partner of the Partnership remains: Jewell Coke Acquisition Company (successor to Jewell Coke Company); Parkside Plaza, 11400 Parkside Drive, 5th Floor, Knoxville, TN 37934. |
By: | Jewell Coke Acquisition Company | |
General Partner(s) | ||
/s/ Rosemary M. Haselroth | ||
Name: | Rosemary M. Haselroth, Asst Secretary | |
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