Exhibit 3.1
AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
INERGY, L.P.
This Amendment No. 2 (this “
Amendment No. 2 ”) to the Second Amended and
Restated Agreement of Limited Partnership of Inergy, L.P. (the
“ Partnership ”) is entered into
effective as of January 21, 2005, by Inergy GP, LLC, a Delaware
limited liability company (the “ Managing General
Partner ”), as managing general partner of the
Partnership. Capitalized terms used but not defined herein are used
as defined in the Partnership Agreement.
WHEREAS , the Managing General Partner, the Non-Managing
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 January 7, 2004 (the
“ Partnership Agreement ”);
WHEREAS , the Managing General Partner, the Non-Managing
General Partner and the Limited Partners of the Partnership entered
into that certain Amendment No. 1 to the Partnership Agreement on
February 9, 2004;
WHEREAS , Section 13.1(d)(i) of the Partnership
Agreement provides that the Managing General Partner may amend any
provision of the Partnership Agreement without the approval of any
Partner or Assignee to reflect a change that, in the discretion of
the Managing 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;
WHEREAS , acting pursuant to the power and authority
granted to it under Section 13.1(d)(i) of the Partnership
Agreement, the Managing General Partner has determined that the
following amendment to the Partnership Agreement 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.
NOW THEREFORE
, the Managing General Partner does
hereby amend the Partnership Agreement as follows:
Section 1. Amendment
.
(a) Section 5.7(f) is hereby
included as an additional subsection to Subsection 5.7 of the
Partnership Agreement and such subsection shall read in its
entirety as follows:
“(f) During the Subordination
Period, the Company may also issue, in connection with Acquisitions
that have not been completed or Capital Improvements that have not
Commenced
Commercial Service, or both, an amount of Parity
Units not to exceed the number of Parity Units then available for
issuance without Unitholder approval pursuant to Section 5.7(a)
(such number of Parity Units then available for issuance, the
“Remaining Basket Amount”) .
The following shall apply with respect to
issuances of Parity Units pursuant to this Section
5.7(f):
(i) With respect to such issuance,
the aggregate number of Parity Units to be issued (inc
