S-4/A

As filed with the Securities and Exchange Commission on April 22, 2011

Registration No. 333-172313

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INERGY, L.P.*

INERGY FINANCE CORP.

(Exact name of registrant as specified in its charter)

Delaware	5960		43-1918951
Delaware	5960		20-1647744
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)
Two Brush Creek Boulevard Suite 200 Kansas City, Missouri 64112 (816) 842-8181		R. Brooks Sherman, Jr. Two Brush Creek Boulevard Suite 200 Kansas City, Missouri 64112 (816) 842-8181
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gillian A. Hobson

Vinson & Elkins L.L.P.

First City Tower

1001 Fannin Street, Suite 2500

Houston, Texas 77002

(713) 758-2222

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x		Accelerated filer  ¨
Non-accelerated filer  ¨	(Do not check if a smaller reporting company)	Smaller reporting company  ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

* Includes certain subsidiaries of Inergy, L.P. identified on the following pages.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Inergy Propane, LLC

(Exact name of registrant as specified in its charter)

Delaware	56-1995482
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Inergy Midstream, LLC

(Exact name of registrant as specified in its charter)

Delaware	20-1647837
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

L & L Transportation, LLC

(Exact name of registrant as specified in its charter)

Delaware	43-1905384
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Inergy Transportation, LLC

(Exact name of registrant as specified in its charter)

Delaware	43-1905383
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Finger Lakes LPG Storage, LLC

(Exact name of registrant as specified in its charter)

Delaware	20-3143796
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Inergy Gas Marketing, LLC

(Exact name of registrant as specified in its charter)

Delaware	76-0620818
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Inergy Storage, Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-3143861
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Stellar Propane Service, LLC

(Exact name of registrant as specified in its charter)

Delaware	86-1123848
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Central New York Oil And Gas Company, L.L.C.

(Exact name of registrant as specified in its charter)

New York	76-0519844
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Inergy Sales & Service, Inc.

(Exact name of registrant as specified in its charter)

Delaware	43-1931522
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Arlington Storage Company, LLC

(Exact name of registrant as specified in its charter)

Delaware	26-1179687
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

US Salt, LLC

(Exact name of registrant as specified in its charter)

Delaware	59-3525498
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Liberty Propane GP, LLC

(Exact name of registrant as specified in its charter)

Delaware	51-0477334
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Liberty Propane, L.P.

(Exact name of registrant as specified in its charter)

Delaware	01-0787808
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Liberty Propane Operations, LLC

(Exact name of registrant as specified in its charter)

Delaware	51-0477338
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Inergy Pipeline East, LLC

(Exact name of registrant as specified in its charter)

Delaware	27-1995912
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Inergy Partners, LLC

(Exact name of registrant as specified in its charter)

Delaware	43-1792475
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

IPCH Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	43-1947382
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Tres Palacios Gas Storage, LLC

(Exact name of registrant as specified in its charter)

Delaware	59-3525498
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Explanatory Note

This Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-172313) of Inergy, L.P. is being filed solely to amend Item 21 of Part II and the Index to Exhibits and to transmit certain exhibits thereto. This Amendment No. 2 does not modify any provision of the prospectus constituting Part I or Items 20 or 22 of Part II of the Registration Statement. Accordingly, this Amendment No. 2 does not include a copy of the prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Inergy GP, LLC

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The limited liability company agreement of Inergy GP, LLC (“Inergy GP”), the managing general partner of Inergy, L.P., provides that Inergy GP will, to the extent deemed advisable by Inergy GP’s board of directors, indemnify any person who is or was an officer or director of Inergy GP, the record holder of Inergy GP’s voting shares, and any person who is or was an officer, director or affiliate of the record holder of Inergy GP’s voting shares, from liabilities arising by reason of such person’s status, provided that the indemnitee acted in good faith and in a manner which such indemnitee believed to be in, or not opposed to, the best interests of Inergy GP and, with respect to any criminal proceeding, had no reasonable cause to believe such indemnitee’s conduct was unlawful. Such liabilities include any and all losses, claims, damages, liabilities (joint or several), expenses (including, without limitation, legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts. Officers and directors of Inergy GP are also indemnified by Inergy, L.P., as described below.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Inergy GP pursuant to the foregoing provisions, Inergy GP has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Inergy, L.P.

Section 17-108 of the Delaware Revised Limited Partnership Act provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a Delaware limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. The partnership agreement of Inergy, L.P. provides that, in most circumstances, we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:

• our general partners;

• any departing general partner;

• any person who is or was an affiliate of our general partners or any departing general partner;

• any person who is or was a member, partner, officer, director employee, agent or trustee of our general partners or any departing general partner or any affiliate of our general partners or any departing general partner; or

• any person who is or was serving at the request of our general partners or any departing general partners or any affiliate of a general partner or any departing general partner as an officer, director, employee, member, partner, agent or trustee of another person.

Any indemnification under these provisions will only be out of our assets. Our general partners will not be personally liable for, or have any obligation to contribute or loan funds or assets to us to enable us to effectuate, indemnification. We may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against liabilities under the partnership agreement.

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Inergy, L.P. pursuant to the foregoing provisions, Inergy, L.P. has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Inergy Finance Corp.

Section 145(a) of the Delaware General Corporation Law, or the DGCL, provides that a Delaware corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Section 145(b) of the DGCL provides that a Delaware corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Any indemnification under subsections (a) and (b) of section 145 of the DGCL (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of section 145 of the DGCL. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

Section 145 of the DGCL further provides that a Delaware corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under section 145 of the DGCL. Also, the bylaws of Inergy Finance Corp. provide for the indemnification of directors and officers of and such directors and officers who serve at the request of the company as directors, officers, employees or agents of any other enterprise against certain liabilities under certain circumstances.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Inergy Finance Corp. pursuant to the foregoing provisions, Inergy Finance Corp.

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has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits:

Reference is made to the Index to Exhibits following the signature pages hereto, which Index to Exhibits is hereby incorporated into this item.

(b) Financial Statement Schedules:

None.

(c) Report, Opinion or Appraisal:

None.

Item 22. Undertakings.

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus

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that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

Each of the undersigned registrants undertakes that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b) Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of a registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any registrant pursuant to the foregoing provisions, or otherwise, each of the undersigned registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on the 22nd day of April, 2011.

INERGY, L.P.
By:	Inergy GP, LLC,
	its General Partner

By:	/s/ R. Brooks Sherman, Jr.
Name:	R. Brooks Sherman, Jr.
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on the 22nd day of April, 2011.

Signature	Title
/s/ John J. Sherman John J. Sherman	President and Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
/s/ R. Brooks Sherman, Jr. R. Brooks Sherman, Jr.	Executive Vice President and Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)
* Phillip L. Elbert	Director
* Arthur B. Krause	Director
* Warren H. Gfeller	Director
* Robert D. Taylor	Director
Richard T. O’Brien	Director

*By:	/s/ R. Brooks Sherman, Jr.
	R. Brooks Sherman, Jr. Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on the 22nd day of April, 2011.

INERGY FINANCE CORP.
By:	/s/ R. Brooks Sherman, Jr.
Name:	R. Brooks Sherman, Jr.
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on the 22nd day of April, 2011.

Signature	Title
/s/ John J. Sherman John J. Sherman	President, Chief Executive Officer and Sole Director (Principal Executive Officer)
/s/ R. Brooks Sherman, Jr. R. Brooks Sherman, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on the 22nd day of April, 2011.

INERGY PROPANE, LLC
By:	/s/ R. Brooks Sherman, Jr.
Name:	R. Brooks Sherman, Jr.
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on the 22nd day of April, 2011.

Signature	Title
/s/ John J. Sherman John J. Sherman	President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
/s/ R. Brooks Sherman, Jr. R. Brooks Sherman, Jr.	Executive Vice President and Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)
* Phillip L. Elbert	Director
* Arthur B. Krause	Director
* Warren H. Gfeller	Director
* Robert D. Taylor	Director
Richard T. O’Brien	Director

*By:	/s/ R. Brooks Sherman, Jr.
	R. Brooks Sherman, Jr. Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on the 22nd day of April, 2011.

L & L TRANSPORTATION, LLC
INERGY TRANSPORTATION, LLC
By:	/s/ R. Brooks Sherman, Jr.
Name:	R. Brooks Sherman, Jr.
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on the 22nd day of April, 2011.

Signature	Title
/s/ John J. Sherman John J. Sherman	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ R. Brooks Sherman, Jr. R. Brooks Sherman, Jr.	Executive Vice President and Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)
* Phillip L. Elbert	Director

*By:	/s/ R. Brooks Sherman, Jr.
	R. Brooks Sherman, Jr. Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on the 22nd day of April, 2011.

INERGY MIDSTREAM, LLC
FINGER LAKES LPG STORAGE, LLC
INERGY GAS MARKETING, LLC
STELLAR PROPANE SERVICE, LLC
CENTRAL NEW YORK OIL AND GAS COMPANY, L.L.C.
ARLINGTON STORAGE COMPANY, LLC
US SALT, LLC
LIBERTY PROPANE GP, LLC
LIBERTY PROPANE, L.P.,
by Liberty Propane GP, LLC, its general partner
LIBERTY PROPANE OPERATIONS, LLC
INERGY PIPELINE EAST, LLC
INERGY PARTNERS, LLC
TRES PALACIOS GAS STORAGE, LLC
By:	/s/ R. Brooks Sherman, Jr.
Name:	R. Brooks Sherman, Jr.
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on the 22nd day of April, 2011.

Signature	Title
/s/ John J. Sherman John J. Sherman	President, Chief Executive Officer and Representative (Principal Executive Officer)
/s/ R. Brooks Sherman, Jr. R. Brooks Sherman, Jr.	Executive Vice President and Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on the 22nd day of April, 2011.

INERGY STORAGE, INC.
INERGY SALES & SERVICE, INC.
IPCH ACQUISITION CORP.
By:	/s/ R. Brooks Sherman, Jr.
Name:	R. Brooks Sherman, Jr.
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on the 22nd day of April, 2011.

Signature	Title
/s/ John J. Sherman John J. Sherman	President, Chief Executive Officer and Sole Director (Principal Executive Officer)
/s/ R. Brooks Sherman, Jr. R. Brooks Sherman, Jr.	Executive Vice President and Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)

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INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Certificate of Limited Partnership of Inergy, L.P. (incorporated herein by reference to Exhibit 3.1 to Inergy, L.P.’s Registration Statement on Form S-1 (Registration No. 333-56976) filed on March 14, 2001)
3.1A	Certificate of Correction of Certificate of Limited Partnership of Inergy, L.P. (incorporated herein by reference to Exhibit 3.1 to Inergy, L.P.’s Form 10-Q (Registration No. 000-32543) filed on May 12, 2003)
3.2	Third Amended and Restated Agreement of Limited Partnership of Inergy, L.P. (incorporated herein by reference to Exhibit 3.1 to Inergy, L.P.’s Form 8-K (Registration No. 001-34664) filed on November 5, 2010)
3.3	Certificate of Formation as relating to Inergy Propane, LLC, as amended (incorporated herein by reference to Exhibit 3.3 to Inergy, L.P.’s Registration Statement on Form S-1/A (Registration No. 333-56976) filed on May 7, 2001)
3.4	Third Amended and Restated Limited Liability Company Agreement of Inergy Propane, LLC, dated as of July 31, 2001 (incorporated herein by reference to Exhibit 3.4 to Inergy, L.P.’s Registration Statement on Form S-1 (Registration No. 333-89010 filed on May 24, 2002)
3.5	Certificate of Formation of Inergy GP, LLC (incorporated herein by reference to Exhibit 3.5 to Inergy, L.P.’s Registration Statement on Form S-1/A (Registration No. 333-56976) filed on May 7, 2001)
3.6	Limited Liability Company Agreement of Inergy GP, LLC (incorporated herein by reference to Exhibit 3.6 to Inergy, L.P.’s Registration Statement on Form S-1/A (Registration No. 333-56976) filed on May 7, 2001)
3.7	Certificate of Formation as relating to Inergy Partners, LLC, as amended (incorporated herein by reference to Exhibit 3.7 to Inergy, L.P.’s Registration Statement on Form S-1/A (Registration No. 333-56976) filed on May 7, 2001)
*3.8	Fourth Amended and Restated Limited Liability Company Agreement of Inergy Partners, LLC
3.9	Certificate of Incorporation of Inergy Finance Corp. (incorporated herein by reference to Exhibit 3.9 to Inergy, L.P.’s Registration Statement on Form S-4 (Registration No. 333-123399) filed on March 17, 2005)
3.10	Bylaws of Inergy Finance Corp. (incorporated herein by reference to Exhibit 3.10 to Inergy, L.P.’s Registration Statement on Form S-4 (Registration No. 333-123399) filed on March 17, 2005)
3.11	Certificate of Formation of Inergy Midstream, LLC (incorporated herein by reference to Exhibit 3.9 to Inergy, L.P.’s Form 10-K filed on November 29, 2010)
3.12	Certificate of Amendment to Certificate of Formation of Inergy Midstream, LLC (incorporated herein by reference to Exhibit 3.10 to Inergy, L.P.’s Form 10-K filed on November 29, 2010)
3.13	Limited Liability Company Agreement of Inergy Midstream, LLC (incorporated herein by reference to Exhibit 3.11 to Inergy, L.P.’s Form 10-K filed on November 29, 2010)
*3.14	Certificate of Formation of Finger Lakes LPG Storage, LLC

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Exhibit Number	Description
*3.15	Certificate of Amendment to Certificate of Formation of Finger Lakes LPG Storage, LLC
*3.16	Limited Liability Company Agreement of Finger Lakes LPG Storage, LLC
*3.17	Certificate of Organization of Inergy Gas Marketing, LLC
*3.18	Certificate of Amendment to Certificate of Formation of Inergy Gas Marketing, LLC
*3.19	Certificate of Amendment of Articles of Organization of Inergy Gas Marketing, LLC
*3.20	Amended and Restated Limited Liability Company of Inergy Gas Marketing, LLC
*3.21	Certificate of Incorporation of Inergy Storage, Inc.
*3.22	Bylaws of Inergy Storage, Inc.
*3.23	Certificate of Formation of Inergy Pipeline East, LLC
*3.24	Limited Liability Company Agreement of Inergy Pipeline East, LLC
*3.25	Certificate of Formation of Tres Palacios Gas Storage, LLC
*3.26	Second Amended and Restated Limited Liability Company Agreement of Tres Palacios Gas Storage, LLC
*3.27	First Amendment to Second Amended and Restated Limited Liability Company Agreement of Tres Palacios Gas Storage, LLC
*3.28	Certificate of Formation of Liberty Propane GP, LLC
*3.29	Certificate of Amendment to Certificate of Formation of Liberty Propane GP, LLC
*3.30	Certificate of Amendment to Certificate of Formation of Liberty Propane GP, LLC
*3.31	Third Amended and Restated Limited Liability Company Agreement of Liberty Propane GP, LLC
*3.32	Certificate of Formation of Liberty Propane Operations, LLC
*3.33	Certificate of Amendment to Certificate of Formation of Liberty Propane Operations, LLC
*3.34	Amended and Restated Limited Liability Company Agreement of Liberty Propane Operations, LLC
*3.35	Certificate of Limited Partnership of Liberty Propane, L.P.
*3.36	Certificate of Amendment to Certificate of Limited Partnership of Liberty Propane, L.P.
*3.37	Certificate of Amendment to Certificate of Limited Partnership of Liberty Propane, L.P.
*3.38	Third Amended and Restated Agreement of Limited Partnership of Liberty Propane, L.P.
*3.39	First Amendment to Third Amended and Restated Agreement of Limited Partnership of Liberty Propane, L.P.
*3.40	Articles of Organization of Central New York Oil And Gas Company, L.L.C.
*3.41	Certificate of Amendment of Articles of Organization of Central New York Oil And Gas Company, L.L.C.
*3.42	Second Amended and Restated Operating Agreement of Central New York Oil And Gas Company, L.L.C.
*3.43	Certificate of Incorporation of Inergy Sales & Service, Inc.
*3.44	Bylaws of Inergy Sales & Service, Inc.

II-12

Exhibit Number	Description
*3.45	Certificate of Formation of US Salt, LLC
*3.46	Certificate of Amendment to Certificate of Formation of US Salt, LLC
*3.47	Certificate of Amendment to Certificate of Formation of US Salt, LLC
*3.48	Second Amended and Restated Limited Liability Company Agreement of US Salt, LLC
*3.49	Certificate of Formation of Arlington Storage Company, LLC
*3.50	First Amended and Restated Limited Liability Company Agreement of Arlington Storage Company, LLC
*3.51	Certificate of Incorporation of IPCH Acquisition Corp.
*3.52	Bylaws of IPCH Acquisition Corp.
*3.53	Certificate of Formation of Stellar Propane Service, LLC
*3.54	Amended and Restated Limited Liability Company Agreement of Stellar Propane Service, LLC
*3.55	Certificate of Formation of Inergy Transportation, LLC
*3.56	Operating Agreement of Inergy Transportation, LLC
*3.57	Certificate of Formation of L & L Transportation, LLC
*3.58	Operating Agreement of L & L Transportation, LLC
4.1	Indenture, dated September 27, 2010 (incorporated herein by reference to Exhibit 4.1 to Inergy, L.P.’s Form 8-K filed on September 28, 2010)
4.2	Registration Rights Agreement, dated September 27, 2010 (incorporated herein by reference to Exhibit 4.3 to Inergy, L.P.’s Form 8-K filed on September 28, 2010)
**5.1	Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered
10.1	Employment Agreement dated as of November 24, 2010 between Inergy GP, LLC and John J. Sherman (incorporated herein by reference to Exhibit 10.1 to Inergy L.P.’s Form 10-K filed on November 29, 2010)
10.2	Second Amended and Restated Employment Agreement, dated as of February 1, 2010, between Inergy GP, LLC and Phillip L. Elbert (incorporated herein by reference to Exhibit 10.2 to Inergy, L.P.’s Form 10-Q filed on February 3, 2010)
10.3	Employment Agreement, dated as of October 1, 2007, between Inergy GP, LLC and William R. Moler (incorporated herein by reference to Exhibit 10.7 to Inergy L.P.’s Form 10-K filed on December 1, 2008)
10.3A	First Amendment to Employment Agreement, dated as of November 25, 2009, between Inergy GP, LLC and—William R. Moler (incorporated herein by reference to Exhibit 10.7A to Inergy L.P.’s Form 10-K filed on November 30, 2009)
10.4	Employment Agreement, dated as of October 1, 2007, between Inergy GP, LLC and Laura L. Ozenberger (incorporated herein by reference to Exhibit 10.8 to Inergy, L.P.’s Form 10-K filed on November 29, 2007)
10.5	Amended and Restated Employment Agreement, dated as of February 1, 2010, between Inergy GP, LLC and R. Brooks Sherman, Jr. (incorporated by reference to Exhibit 10.1 to Inergy, L.P.’s Form 10-Q filed on February 3, 2010)
10.6	Employment Agreement, dated as of October 1, 2007, between Inergy GP, LLC and Andrew L. Atterbury (incorporated herein by reference to Exhibit 10.6 to Inergy L.P.’s Form 10-K filed on November 29, 2010)

II-13

Exhibit Number	Description
10.7	Inergy Long Term Incentive Plan (as amended and restated on August 14, 2008) (incorporated herein by reference to Exhibit 10.1 to Inergy, L.P.’s Form 8-K filed on August 18, 2008)
10.8	Form of Inergy, L.P.’s Restricted Unit Award Agreement (incorporated herein by reference to Exhibit 10.11 to Inergy, L.P.’s Form 10-K filed on November 29, 2007)
10.9	Amended and Restated Inergy Unit Purchase Plan (incorporated herein by reference to Exhibit 10.1 to Inergy L.P.’s Form 10-Q filed on February 13, 2004)
10.10	Form of Inergy, L.P.’s Unit Option Grant Agreement (incorporated herein by reference to Exhibit 10.10 to Inergy L.P.’s Form 10-K filed on November 29, 2010)
10.11	Summary of Non-Employee Director Compensation (incorporated herein by reference to Exhibit 10.11 to Inergy L.P.’s Form 10-K filed on November 29, 2010)
10.12	Amendment and Restatement Credit Agreement, dated February 3, 2011, among Inergy, L.P., lenders named therein and JPMorgan Chase Bank, N.A. as administrative agent (incorporated herein by reference to Exhibit 10.1 to Inergy, L.P.’s Form 8-K filed on February 3, 2011)
10.13	Equity Purchase Agreement, dated December 31, 2009, among Inergy Propane, LLC, Sterling Capital Partners, L.P., Sterling Capital Partners Gmbh & Co. KG and certain other parties (incorporated herein by reference to Exhibit 10.1 to Inergy, L.P.’s Form 8-K filed on December 31, 2009)
10.14	Support Agreement, dated August 7, 2010, between Inergy, L.P. and John Sherman, Phillip Elbert, R. Brooks Sherman, Jr., Andrew Atterbury, William Gautreaux and Carl Hughes (incorporated herein by reference to Exhibit 10.1 to Inergy, L.P.’s Form 8-K filed on August 9, 2010)
**12.1	Computation of ratio of earnings to fixed charges
21.1	List of subsidiaries of Inergy, L.P. (incorporated herein by reference to Exhibit 21.1 to Inergy, L.P.’s Form 10-K filed on November 29, 2010)
**23.1	Consent of Ernst & Young LLP
**23.2	Consent of Rothstein, Kass & Company, P.C.
**23.3	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1)
**24.1	Power of Attorney (included in the signature pages to this registration statement)
**25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Indenture

* Filed herewith.

** Previously filed.

II-14

EX-3.8

Exhibit 3.8

FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

INERGY PARTNERS, LLC

TABLE OF CONTENTS

		Page
ARTICLE I - DEFINITIONS			1
1.1	Terms Defined Herein		1
1.2	Other Definitional Provisions		3
ARTICLE II - BUSINESS PURPOSES AND OFFICES			3
2.1	Name; Business Purpose		3
2.2	Powers		3
2.3	Principal Office		5
2.4	Registered Office and Registered Agent		5
2.5	Amendment of the Certificate		5
2.6	Effective Date		5
2.7	Liability of Member		5
2.8	Interest Not Acquired for Resale		5
ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS			5
3.1	Capital Contributions		5
3.2	Additional Capital Contributions		5
3.3	Capital Accounts		6
3.4	Capital Withdrawal Rights, Interest		6
3.5	Loans		6
ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS			6
4.1	Non-Liquidation Cash Distributions		6
4.2	Liquidation Distributions		6
4.3	Income, Losses and Credits		6
4.4	Withholding of Distributions		7
4.5	Tax Withholding		7
4.6	Reserves		7
ARTICLE V - MANAGEMENT			7
5.1	Management		7
5.2	Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents		7
5.3	Limitation of Liability; Indemnification		7
5.4	Contracts with the Member or Affiliates		11
5.5	Other Business Ventures		11
ARTICLE VI - OFFICERS			11
6.1	Officers		11
6.2	Compensation		13
ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS			13
7.1	Fiscal Year		13
7.2	Books and Records		13

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7.3	Bank Accounts	13
ARTICLE VIII - TRANSFERS OF INTERESTS		13
8.1	General Provisions	13
8.2	Redemption of Interests	14
ARTICLE IX - DISSOLUTION AND TERMINATION		14
9.1	Events Causing Dissolution	14
9.2	Effect of Dissolution	14
9.3	Application of Proceeds	14
ARTICLE X - MISCELLANEOUS		15
10.1	Title to the Property	15
10.2	Nature of Interest in the Company	15
10.3	Notices and Determinations	15
10.4	No Third Party Rights	15
10.5	Amendments to this Agreement	15
10.6	Severability	15
10.7	Binding Agreement	15
10.8	Headings	15
10.9	Governing Law	15

ii

FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

INERGY PARTNERS, LLC

THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made as of January 1, 2011, among the present members of Inergy Partners, LLC, a Delaware limited liability company (the “Company”)

RECITAL:

The Member desires to amend and restate the limited liability agreement of the Company in its entirety.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and the agreements contained herein, the undersigned agree to amend and restate the Limited Liability Company Agreement of Inergy Partners, LLC in its entirety as follows:

ARTICLE I - DEFINITIONS

1.1 Terms Defined Herein. As used herein, the following terms have the following meanings, unless the context otherwise specifies:

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Agreement” means the Limited Liability Company Agreement of the Company as amended from time to time.

“Available Cash” means the aggregate amount of cash on hand or in bank, money market or similar accounts of the Company as of the end of each fiscal quarter derived from any source (other than capital contributions and Liquidation Proceeds) that the Member determines is available for distribution to the Member after taking into account any amount required or appropriate to maintain a reasonable amount of Reserves.

“Capital Account” means the account established and maintained by the Company for the Member and any Transferee pursuant to Section 3.3.

“Certificate” means the Certificate of Formation of the Company filed with the Delaware Secretary of State, as amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provisions of future federal tax laws.

“Company” means Inergy Partners, LLC, a Delaware limited liability company.

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“Credits” means all tax credits allowed by the Code with respect to activities of the Company or the Property.

“Distributions” means any distributions by the Company to the Member of Available Cash or Liquidation Proceeds or other amounts.

“Fair Value” of an asset means its fair market value.

“Income” and “Loss” mean, respectively, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with the Code.

“Interest” refers to all of the Member’s rights and interests in the Company in the Member’s capacity as a Member, all as provided in the Certificate, this Agreement and the Act, including, without limitation, the Member’s interest in the capital, income, gain, deductions, losses, and credits of the Company. The Member shall own the entire equity interest of the Company and as such the Interest held of the Member is the only outstanding Interest of the Company.

“Liquidation Proceeds” means all Property at the time of liquidation of the Company and all proceeds thereof.

“Member” means each Person executing this Agreement, including a Substitute Member.

“Officers” means the officers of the Company as described in Article VI.

“Person” means any individual, partnership, limited liability company, corporation, cooperative, trust or other entity.

“Property” means all properties and assets that the Company may own or otherwise have an interest in from time to time.

“Reserves” means amounts set aside from time to time by the Member pursuant to Section 4.6 of this Agreement.

“Substitute Member” has the meaning set forth in Section 8.1.

“Transfer” means (i) when used as a verb, to give, sell, exchange, assign, transfer, pledge, hypothecate, bequeath, devise or otherwise dispose of or encumber, and (ii) when used as a noun, the nouns corresponding to such verbs, in either case voluntarily or involuntarily, by operation of law or otherwise.

“Transferee” has the meaning set forth in Section 8.1.

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1.2 Other Definitional Provisions.

(a) As used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, have the respective meanings given to them under generally accepted accounting principles.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.

(c) Words of the singular number are deemed to include the plural number, and vice versa, where applicable.

ARTICLE II - BUSINESS PURPOSES AND OFFICES

2.1 Name; Business Purpose. The name of the Company is as stated in the Certificate. The business purpose of the Company is to (a) manage, operate, lease, sell and otherwise deal with any and all assets or properties contributed to the Company by the Member or hereafter acquired by the Company, (b) serve as the sole member or stockholder of its Subsidiaries and, in connection therewith, to exercise all the rights and powers conferred upon the Company as the sole member or stockholder of such Subsidiaries pursuant to the operating agreements or charter documents of each of such Subsidiaries, (c) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the Member and which lawfully may be conducted by a limited liability company organized pursuant to the Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity, and (d) do anything necessary or appropriate that the Member reasonably determines, as of the date of the acquisition or commencement of such activity, that such activity (i) generates “qualifying income” (as such term is defined pursuant to Section 7704 of the Code) or (ii) enhances the operations of an activity of the Company, and to do any and all things necessary, appropriate or incidental thereto. The Company is formed only for such business purpose and will not be deemed to create any declaration or agreement by the Company or the Member with respect to any other activities whatsoever other than the activities within such business purpose.

2.2 Powers. In addition to the powers and privileges conferred upon the Company by law and those incidental thereto, the Company has the same powers as a natural person to do all things necessary or convenient to carry out its business and affairs, including, without limitation, the power to do the following:

(a) Sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name;

(b) Issue, by sale or otherwise, or acquire, by purchase, redemption or otherwise, any Interest;

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(c) Purchase, take, receive, lease as lessee, take by gift, legacy, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with any real or personal property, or any interest therein, wherever situated;

(d) Sell, convey, mortgage, pledge, lease as lessor, exchange, transfer, and otherwise dispose of all, any part of, or any interest in, its property and assets;

(e) Lend money to and otherwise assist its Member and employees, except as otherwise provided in this Agreement or the Certificate;

(f) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign limited liability companies, corporations, associations, general or limited partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g) Incur liabilities, borrow money for its proper purposes at any rate of interest that the Company may determine without regard to the restrictions of any usury law of the State of Delaware, issue notes, bonds, and other obligations, secure any of its obligations by mortgage or pledge or deed of trust of all or any part of its property, franchises, and income, and make contracts, including contracts of guaranty and suretyship;

(h) Invest its surplus funds from time to time, lend money for its proper purposes, and take and hold real and personal property as security for payment of funds so loaned or invested;

(i) Conduct its business, carry on its operations, have offices within and without the State of Delaware, and exercise in any other state, territory, district, or possession of the United States or in any foreign country the powers granted by the Act, the Certificate or this Agreement;

(j) Appoint agents and hire employees of the Company, define their duties, and fix their compensation and to indemnify them to the extent and in the manner permitted by law;

(k) Make and alter this Agreement, in any manner not inconsistent with the Certificate or with the laws of the State of Delaware, for the administration and regulation of the affairs of the Company;

(l) Make donations for the public welfare or for charitable, scientific, religious, or educational purposes, lend money to the government, and transact any lawful business in aid of the United States;

4

(m) Establish deferred compensation plans, pension plans, profit-sharing plans, bonus plans, option plans, and other incentive plans for its employees and make the payments provided for therein;

(n) Become a promoter, partner, member, associate, or manager of any general partnership, limited partnership, joint venture or similar association, any other limited liability company, or other enterprise; and

(o) Cease the activities of the Company and surrender the franchise of the Company.

2.3 Principal Office. The principal office of the Company will be located at such place or places as the Member may determine from time to time.

2.4 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Company in the State of Delaware will be as stated in the Certificate. The registered office and registered agent of the Company in the State of Delaware may be changed, from time to time, by the Member.

2.5 Amendment of the Certificate. The Company will amend the Certificate at such time or times and in such manner as may be required by the Act and this Agreement.

2.6 Effective Date. This Agreement is effective on the date of this Agreement.

2.7 Liability of Member. No Member, solely by reason of being a Member, will be liable, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will not be grounds for imposing liability on the Member for liabilities of the Company.

2.8 Interest Not Acquired for Resale. The Member is acquiring an Interest for the Member’s own account as an investment and without an intent to distribute such Interest, which Interest has not been registered under the Securities Act of 1933, as amended, or any state securities laws, and the Member’s Interest may not be resold or transferred without appropriate registration or the availability of an exemption from such requirements.

ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS

3.1 Capital Contributions. The Member’s predecessors in interest previously contributed to the capital of the Company the cash and other assets set forth on the books and records of the Company.

3.2 Additional Capital Contributions. The Member is not obligated to make any additional contributions to the capital of the Company and, accordingly, the Member is not liable for damage to the Company as a result of the failure of the Member to make any additional contributions. The Member may, however, make such additional contributions to the capital of the Company as determined from time to time and approved by the Member.

5

3.3 Capital Accounts. A Capital Account will be maintained by the Company for the Member and any Transferee.

3.4 Capital Withdrawal Rights, Interest. Except as expressly provided in this Agreement, (a) the Member is not entitled to withdraw or reduce the Member’s Capital Account or to receive any Distributions, (b) the Member is not entitled to demand or receive any Distribution in any form other than in cash, and (c) the Member is not entitled to receive or be credited with any interest on any balance in the Member’s Capital Account at any time.

3.5 Loans. The Member may make loans to the Company in such amounts, at such times, and on such terms and conditions as may be determined and approved by the Member. Loans by the Member to the Company will not be considered as contributions to the capital of the Company.

ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS

4.1 Non-Liquidation Cash Distributions. The amount, if any, of Available Cash may be determined by the Representative or an appointed Officer and distributed by the Member at any time and from time to time.

4.2 Liquidation Distributions. Liquidation Proceeds will be distributed in the following order of priority:

(a) To the payment of debts and liabilities of the Company (including to the Member to the extent otherwise permitted by law and applicable contractual restrictions) and the expenses of liquidation.

(b) Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves must be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person deems advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, will be distributed as hereinafter provided.

(c) The remainder to the Member.

4.3 Income, Losses and Credits. The Company’s Income or Loss, as the case may be, and applicable Credits, for each fiscal year of the Company, as determined in accordance with such method of accounting as may be adopted for the Company, will be allocated to the Member for both financial accounting and income tax purposes, except as otherwise provided for herein or unless the Member determines otherwise.

6

4.4 Withholding of Distributions. Notwithstanding any other provision of this Agreement, the Member (or any Person required or authorized by law to wind up the Company’s affairs) may suspend, reduce or otherwise restrict Distributions of Available Cash and Liquidation Proceeds when, in the Member’s sole opinion, such action is in the best interests of the Company.

4.5 Tax Withholding. Notwithstanding any other provision of this Agreement, the Member may take any action that the Member determines is necessary or appropriate to cause the Company to comply with any withholding requirements established under any federal, state or local tax law, including, without limitation, withholding on any Distribution to the Member. For all purposes of this Article IV, any amount withheld on any Distribution and paid over to the appropriate governmental body may be treated as if such amount had in fact been distributed to the Member.

4.6 Reserves. The Member has the right to establish, maintain and expend Reserves to provide for working capital, for future maintenance, repair or replacement of the Property, for debt service, for future investments and for such other purposes as the Member may deem necessary or advisable.

ARTICLE V - MANAGEMENT

5.1 Management. Except as expressly limited by law or this Agreement, the Property, business and affairs of the Company will be managed by one natural person, as designated by the Member, who is referred to as the “Representative.” The Member hereby designates John J. Sherman as the Representative. The Representative will hold office until the Representative’s successor is designated by the Member or until the Representative’s earlier death or resignation.

5.2 Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents. The Member or the Member’s designee is authorized to execute and file with the Secretary of State of Delaware any document permitted or required by the Act. The Member hereby waives any requirement under the Act of receiving a copy of any document filed with the Secretary of State of Delaware. The Member hereby ratifies and affirms the Certificate as heretofore filed on behalf of the Company.

5.3 Limitation of Liability; Indemnification.

(a) Limitation. No Person will be liable to the Company or its Member for any loss, damage, liability or expense suffered by the Company or its Member on account of any action taken or omitted to be taken by such Person as a Member of the Company or by such Person while serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, if such Person discharges such Person’s duties in good faith, exercising the same degree of care and skill that a prudent person would have exercised under the circumstances in the conduct of such prudent person’s own affairs, and in a manner such Person reasonably believes to be in the best interest of the Company. The Member’s liability hereunder will be limited only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company.

7

(b) Right to Indemnification. The Company will indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that such Person is or was a Member of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Company is not required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company is not required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Member; provided, further, that a Member will be indemnified hereunder only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company or any Other Enterprise and that the provisions of this Section 5.3 are not intended to extend indemnification to the Member for any actions taken or omitted to be taken by the Member in any other connection, including, but not limited to, any other express obligation of the Member undertaken in this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

(c) Enforcement of Indemnification. If the Company refuses to indemnify any Person who may be entitled to be indemnified or to have expenses advanced under this Section 5.3, such Person may maintain an action in any court of competent jurisdiction against the Company to determine whether or not such Person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the Person is determined to be entitled to such indemnification or advancement of expenses, such Person will be reimbursed by the Company for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

(d) Advancement of Expenses. Expenses (including attorneys’ fees) reasonably incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, will be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or

8

on behalf of such Person to repay such amount if it is ultimately determined that such Person is not entitled to indemnification by the Company. In no event will any advance be made in instances where the Member or independent legal counsel reasonably determines that such Person would not be entitled to indemnification hereunder.

(e) Non-Exclusivity. The indemnification and the advancement of expenses provided by this Section 5.3 are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, or any agreement, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and will not limit in any way any right that the Company may have to make additional indemnifications with respect to the same or different Persons or classes of Persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.3 will continue as to a Person who has ceased to be a Member of the Company, and as to a Person who has ceased serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and will inure to the benefit of the heirs, executors and administrators of such Person.

(f) Insurance. Upon the approval of the Member the Company may purchase and maintain insurance on behalf of any Person who is or was a Member, agent or employee of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Company would have the power, or the obligation, to indemnify such Person against such liability under the provisions of this Section 5.3.

(g) Amendment and Vesting of Rights. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 5.3 may not be amended or repealed and the rights to indemnification and advancement of expenses created hereunder may not be changed, altered or terminated except by the Member. The rights granted or created hereby will be vested in each Person entitled to indemnification hereunder as a bargained-for, contractual condition of such Person’s serving or having served as a Member of the Company or serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and, while this Section 5.3 may be amended or repealed, no such amendment or repeal will release, terminate or adversely affect the rights of such Person under this Section 5.3 with respect to any act taken or the failure to take any act by such Person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

(h) Definitions. For purposes of this Section 5.3, references to:

(i) The “Company” includes, in addition to the resulting or surviving limited liability company (or other entity), any constituent limited liability company (or other entity) (including any constituent of a constituent) absorbed in a consolidation or merger so that any Person who is or was a member or manager

9

of such constituent limited liability company (or other entity), or is or was serving at the request of such constituent limited liability company (or other entity) as a director, officer or in any other comparable position of any Other Enterprise stands in the same position under the provisions of this Section 5.3 with respect to the resulting or surviving limited liability company as such Person would if such Person had served the resulting or surviving limited liability company (or other entity) in the same capacity;

(ii) “Other Enterprises” or “Other Enterprise” includes, without limitation, any other limited liability company, corporation, partnership, joint venture, trust or employee benefit plan;

(iii) “fines” includes any excise taxes assessed against a person with respect to an employee benefit plan;

(iv) “defense” includes investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and also includes any defensive assertion of a cross-claim or counterclaim; and

(v) “serving at the request of the Company” includes any service as a director, officer or in any other comparable position that imposes duties on, or involves services by, a Person with respect to an employee benefit plan, its participants, or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan will be deemed to have acted “in the best interest of the Company” as referred to in this Section 5.3.

(i) Severability. If any provision of this Section 5.3 or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 5.3 and the application of such provision to other Persons or circumstances will not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable will modify and construe the provision so as to render it valid and enforceable as against all Persons and to give the maximum possible protection to Persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if the Member of the Company or any Person who is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, is entitled under any provision of this Section 5.3 to indemnification by the Company for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such Person in connection with any threatened, pending or completed action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Company will nevertheless indemnify such Person for the portion thereof to which such Person is entitled.

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5.4 Contracts with the Member or Affiliates. No contract or transaction between the Company and the Member or between the Company and any Person in which the Member is a director or officer, or has a financial interest, will be void or voidable solely for this reason, and the Member is not obligated to account to the Company for any profit or benefit derived by the Member if the Member consents to such contract or transaction.

5.5 Other Business Ventures. The Member may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others, whether or not similar to or in competition with the business of the Company, and neither the Company nor the Member will have any right by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom. The Member is not required to devote all of its time or business efforts to the affairs of the Company, but will devote so much of their time and attention to the Company as is reasonably necessary and advisable to manage the affairs of the Company to the best advantage of the Company.

ARTICLE VI - OFFICERS

6.1 Officers.

(a) Generally. The Representative, as set forth below, will appoint agents of the Company, referred to as “Officers” of the Company as described in this Section 6.1. Unless provided otherwise by resolution of the Member or Representative, the Officers will have the titles, power, authority and duties described below in this Section 6.1.

(b) Titles and Number. The Officers will be the Chairman of the Board of Directors (unless the Member or Representative provides otherwise), the President, any and all Vice Presidents, the Secretary and any and all Assistant Secretaries and any Treasurer and any and all Assistant Treasurers and any other Officers appointed pursuant to this Section 6.1. There may be appointed from time to time, in accordance with this Section 6.1, such Vice Presidents, Secretaries, Assistant Secretaries, Treasurers and Assistant Treasurers as the Member or Representative may desire. Any person may hold two or more offices.

(i) President. The Member or Representative will elect an individual to serve as President. The President will be the chief executive officer of the Company. The President may sign, with the secretary, an assistant secretary or any other proper officer of the Company thereunto duly authorized by the Member or Representative, any deeds, mortgages, bonds, contracts or other instruments which the Member or Representative has authorized to be executed except in cases where the execution thereof is expressly delegated by the Member or Representative or by this Agreement to some other officer or agent of the Company or is required by law to be otherwise executed. In general, the President will perform all duties incident to the office of President and chief executive officer of the Company and such other duties as may be prescribed from time to time by the Member or Representative.

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(ii) Vice Presidents. The Member or Representative, in their discretion, may elect one or more Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) will perform the duties of the President, and the Vice President, when so acting, will have all of the powers and be subject to all the restrictions upon the President. Each Vice President will perform such other duties as from time to time may be assigned by the President or the Member or Representative.

(iii) Secretary and Assistant Secretaries. The Member or Representative, in their discretion, may elect a Secretary and one or more Assistant Secretaries. The Secretary will record or cause to be recorded in books provided for that purpose the minutes of the meetings or actions of the Representative and of the Members, will see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, will be custodian of all records (other than financial), will see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, will perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Member, the Representative or the President. The Assistant Secretaries will exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.

(iv) Treasurer and Assistant Treasurers. The Member or Representative, in their discretion, may elect a Treasurer and one or more Assistant Treasurers. The Treasurer will keep or cause to be kept the books of account of the Company and will render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Member or Representative or the President. The Treasurer, subject to the order of the Member or Representative, will have the custody of all funds and securities of the Company. The Treasurer will perform all other duties commonly incident to his office and will perform such other duties and have such other powers as this Agreement, the Member, the Representative or the President, will designate from time to time. The Assistant Treasurers will exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers will possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving or in the absence of the appointed Treasurer and Assistant Treasurer, the President and chief executive officer, or such other Officer as the Member or Representative selects, will have the powers and duties conferred upon the Treasurer.

(c) Other Officers and Agents. The Member or Representative may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who will hold their offices for such terms and will exercise such powers and perform such duties as is determined from time to time by the Member or Representative.

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(d) Appointment and Term of Office. The Officers will be appointed by the Member or Representative at such time and for such terms as the Member or Representative determines. Any Officer may be removed, with or without Cause, only by the Member or Representative. Vacancies in any office may be filled only by the Member or Representative.

(e) Powers of Attorney. The Member or Representative may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

(f) Officers’ Delegation of Authority. Unless otherwise provided by resolution of the Member or Representative, no Officer has the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Member.

6.2 Compensation.

The Officers will receive such compensation for their services as may be designated by the Member or Representative. In addition, the Officers are entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder.

ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS

7.1 Fiscal Year. The fiscal year and taxable year of the Company ends on September 30 of each year, unless a different year is required by the Code or otherwise established by the Member.

7.2 Books and Records. At all times during the existence of the Company, the Company will cause to be maintained full and accurate books of account, which will reflect all Company transactions and be appropriate and adequate for the Company’s business. The books and records of the Company must be maintained at the principal office of the Company. The Member (or the Member’s designated representative) will have the right during ordinary business hours and upon reasonable notice to inspect and copy (at the Member’s own expense) all books and records of the Company.

7.3 Bank Accounts. All funds of the Company must be deposited in a separate bank, money market or similar account approved by the Member and in the Company’s name. Withdrawals therefrom may be made only by persons authorized to do so by the Member.

ARTICLE VIII - TRANSFERS OF INTERESTS

8.1 General Provisions. The Member may Transfer all or any part of the Member’s Interest. Upon any Transfer to any transferee (a “Transferee”) of all or any part of the Member’s Interest, such Transferee will become a Member of the Company in place of the Member (a “Substitute Member”) only to the extent that the Member has expressly stated such intention in

13

writing. Except to the extent that a Transferee becomes a Substitute Member, such Transferee will not be entitled to exercise any rights as a Member in the Company, including the right to vote, grant approvals, or give consents with respect to the applicable Interest, the right to require any information or accounting of the Company’s business or the right to inspect the Company’s books and records, but such Transferee will only be entitled to receive, to the extent of the Interest transferred to such Transferee, the Distributions attributable thereto. Notwithstanding the foregoing, the Member may grant security interests in and/or pledge all or any part of the Member’s Interest without limitation, in accordance with the covenants in (i) that certain Credit Agreement dated November 24, 2009, as may be amended, replaced, supplemented or superseded from time to time (the “Credit Agreement”) among the Company’s parent, Inergy, L.P., a Delaware limited partnership JPMorgan Chase Bank, N.A., as administrative agent and certain other financial institutions, (ii) any guaranties, deeds of trust, mortgages, security agreements, promissory notes, pledge agreements, escrow agreements, subordination agreements and/or other agreements, documents, instruments, contracts, financing statements or certificates entered into in connection with the Credit Agreement, as may be amended, replaced, supplemented or superseded from time to time (collectively with the Credit Agreement, the “Loan Documents”), or (iii) any future credit agreements or security documents related thereto, whether entered into with JPMorgan Chase Bank, N.A. or any other party.

8.2 Redemption of Interests. Any Interest may be redeemed by the Company, by purchase or otherwise, as determined by the Member with the approval of the Member.

ARTICLE IX - DISSOLUTION AND TERMINATION

9.1 Events Causing Dissolution. The Company will be dissolved only upon the first to occur of the following events:

(a) The written determination of the Member to dissolve.

(b) Upon the entry of a decree of judicial dissolution under Section 18-802 of the Act.

9.2 Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Member will take such actions as may be required pursuant to the Act and will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Member will have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 9.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

9.3 Application of Proceeds. Upon dissolution and liquidation of the Company, the assets of the Company will be applied and distributed in the order of priority set forth in Section 4.2.

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ARTICLE X - MISCELLANEOUS

10.1 Title to the Property. Title to the Property will be held in the name of the Company. The Member will not individually have any ownership interest or rights in the Property, except indirectly by virtue of the Member’s ownership of an Interest.

10.2 Nature of Interest in the Company. An Interest is personal property for all purposes.

10.3 Notices and Determinations. Any notice or determination required or permitted to be given or made by this Agreement or the Act is sufficient if given or made in writing.

10.4 No Third Party Rights. None of the provisions contained in this Agreement are for the benefit of or enforceable by any third parties, including, but not limited to, creditors of the Company; provided, however, the Company may enforce any rights granted to the Company under the Act, the Certificate, or this Agreement.

10.5 Amendments to this Agreement. This Agreement may not be modified or amended in any manner other than by the Member.

10.6 Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement will not be affected thereby and will remain in full force and effect and will be enforced to the greatest extent permitted by law.

10.7 Binding Agreement. The provisions of this Agreement are binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

10.8 Headings. The headings of the Certificate and the sections of this Agreement are for convenience only and may not be considered in construing or interpreting any of the terms or provisions thereof and hereof.

10.9 Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Delaware.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

INERGY, L.P.
By: Inergy GP, LLC, its general partner
By:	/s/ John J. Sherman
	Name:	John J. Sherman
	Title:	President
IPCH ACQUISITION CORP.
By:	/s/ John J. Sherman
	Name:	John J. Sherman
	Title:	President

16

EX-3.14

Exhibit 3.14

CERTIFICATE OF FORMATION

OF

INERGY STAGECOACH II, LLC

The undersigned, for the purpose of forming a limited liability company (the “Company”) under the Delaware Limited Liability Company Act (the “Act”), hereby makes, acknowledges and files this Certificate of Formation:

FIRST. The name of the Company is:

Inergy Stagecoach II, LLC

SECOND. The address of the Company’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of its registered agent at such address for service of process is Corporation Service Company.

THIRD. The Company will commence its existence on the date this Certificate of Formation is filed with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned, for the purpose of forming a limited liability company under the Act, has executed this Certificate of Formation on July 8, 2005.

SMF REGISTERED SERVICES, INC.
By:	/s/ Scot Hill
	Scot Hill, Vice President
	Authorized Person

EX-3.15

Exhibit 3.15

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:41 AM 03/09/2009

FILED 12:38 PM 03/09/2009

SRV 090247907 – 3997154 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF

INERGY STAGECOACH II, LLC

The undersigned, being the Authorized Person of Inergy Stagecoach II, LLC (the “Company”), for the purpose of amending the Company’s Certificate of Formation under the Delaware Limited Liability Company Act (the “Act”), hereby makes, acknowledges and files this Certificate of Amendment.

The current name of the Company is Inergy Stagecoach II, LLC. The following paragraph of the Certificate of Formation is hereby amended as follows:

FIRST. The name of the Company is hereby changed to:

Finger Lakes LPG Storage, LLC

IN WITNESS WHEREOF, the undersigned, for the purpose of amending the Certificate of Formation of the Company under the Act, has executed this Certificate of Amendment this 9 day of March, 2009.

INERGY STAGECOACH II, LLC
By:	/s/ John J. Sherman
	John J. Sherman, Authorized Person

EX-3.16

Exhibit 3.16

LIMITED LIABILITY COMPANY AGREEMENT

OF

INERGY STAGECOACH II, LLC

TABLE OF CONTENTS

		Page
ARTICLE I - DEFINITIONS			1
1.1	Terms Defined Herein		1
1.2	Other Definitional Provisions		3
ARTICLE II - BUSINESS PURPOSES AND OFFICES			3
2.1	Name; Business Purpose		3
2.2	Powers		3
2.3	Principal Office		5
2.4	Registered Office and Registered Agent		5
2.5	Amendment of the Certificate		5
2.6	Effective Date		5
2.7	Liability of Member		5
2.8	Interest Not Acquired for Resale		5
ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS			5
3.1	Capital Contributions		5
3.2	Additional Capital Contributions		5
3.3	Capital Accounts		6
3.4	Capital Withdrawal Rights, Interest		6
3.5	Loans		6
ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS			6
4.1	Non-Liquidation Cash Distributions		6
4.2	Liquidation Distributions		6
4.3	Income, Losses and Credits		6
4.4	Withholding of Distributions		7
4.5	Tax Withholding		7
4.6	Reserves		7
ARTICLE V - MANAGEMENT			7
5.1	Management		7
5.2	Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents		7
5.3	Limitation of Liability; Indemnification		7
5.4	Contracts with the Member or Affiliates		11
5.5	Other Business Ventures		11
ARTICLE VI - OFFICERS			11
6.1	Officers		11
6.2	Compensation		13
ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS			13
7.1	Fiscal Year		13
7.2	Books and Records		13

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7.3	Bank Accounts	13
ARTICLE VIII - TRANSFERS OF INTERESTS		13
8.1	General Provisions	13
8.2	Redemption of Interests	14
ARTICLE IX - DISSOLUTION AND TERMINATION		14
9.1	Events Causing Dissolution	14
9.2	Effect of Dissolution	14
9.3	Application of Proceeds	14
ARTICLE X - MISCELLANEOUS		14
10.1	Title to the Property	14
10.2	Nature of Interest in the Company	14
10.3	Notices and Determinations	14
10.4	No Third Party Rights	14
10.5	Amendments to this Agreement	15
10.6	Severability	15
10.7	Binding Agreement	15
10.8	Headings	15
10.9	Governing Law	15

ii

LIMITED LIABILITY COMPANY AGREEMENT

OF

INERGY STAGECOACH II, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made as of July 8, 2005, by Inergy Stagecoach II, LLC, a Delaware limited liability company (the “Company”), and Inergy Acquisition Company, LLC, a Delaware limited liability company (the “Member”).

RECITAL:

The Member has caused the Company to be formed as a limited liability company under the Delaware Limited Liability Company Act and the Member desires to adopt this Agreement as the limited liability company agreement of the Company.

AGREEMENT:

In consideration of the premises and the agreements contained herein, the undersigned declare and agree as follows:

ARTICLE I - DEFINITIONS

1.1 Terms Defined Herein. As used herein, the following terms have the following meanings, unless the context otherwise specifies:

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Agreement” means the Limited Liability Company Agreement of the Company as amended from time to time.

“Available Cash” means the aggregate amount of cash on hand or in bank, money market or similar accounts of the Company as of the end of each fiscal quarter derived from any source (other than capital contributions and Liquidation Proceeds) that the Member determines is available for distribution to the Member after taking into account any amount required or appropriate to maintain a reasonable amount of Reserves.

“Capital Account” means the account established and maintained by the Company for the Member and any Transferee pursuant to Section 3.3.

“Certificate” means the Certificate of Formation of the Company filed with the Delaware Secretary of State, as amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provisions of future federal tax laws.

“Company” means Inergy Stagecoach II, LLC, a Delaware limited liability company.

“Credits” means all tax credits allowed by the Code with respect to activities of the Company or the Property.

“Distributions” means any distributions by the Company to the Member of Available Cash or Liquidation Proceeds or other amounts.

“Fair Value” of an asset means its fair market value.

“Income” and “Loss” mean, respectively, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with the Code.

“Interest” refers to all of the Member’s rights and interests in the Company in the Member’s capacity as a Member, all as provided in the Certificate, this Agreement and the Act, including, without limitation, the Member’s interest in the capital, income, gain, deductions, losses, and credits of the Company.

“Liquidation Proceeds” means all Property at the time of liquidation of the Company and all proceeds thereof.

“Member” means Inergy Acquisition Company, LLC, a Delaware limited liability company, or any successor-in-interest to Inergy Acquisition Company, LLC who becomes a Member as provided in this Agreement.

“Officers” means the officers of the Company as described in Article VI.

“Person” means any individual, partnership, limited liability company, corporation, cooperative, trust or other entity.

“Property” means all properties and assets that the Company may own or otherwise have an interest in from time to time.

“Reserves” means amounts set aside from time to time by the Member pursuant to Section 4.6 of this Agreement.

“Substitute Member” has the meaning set forth in Section 8.1.

“Transfer” means (i) when used as a verb, to give, sell, exchange, assign, transfer, pledge, hypothecate, bequeath, devise or otherwise dispose of or encumber, and (ii) when used as a noun, the nouns corresponding to such verbs, in either case voluntarily or involuntarily, by operation of law or otherwise.

“Transferee” has the meaning set forth in Section 8.1.

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1.2 Other Definitional Provisions.

(a) As used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, have the respective meanings given to them under generally accepted accounting principles.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.

(c) Words of the singular number are deemed to include the plural number, and vice versa, where applicable.

ARTICLE II - BUSINESS PURPOSES AND OFFICES

2.1 Name; Business Purpose. The name of the Company is as stated in the Certificate. The business purpose of the Company is to (a) acquire, hold and dispose of certain assets and assume certain liabilities associated with Phase II of the Stagecoach natural gas storage field that are expected to be acquired from Stagecoach Holding II, LLC, a Delaware limited liability company, (b) manage, operate, lease, sell and otherwise deal with any and all assets or properties contributed to the Company by the Member or hereafter acquired by the Company, (c) serve as the sole member or stockholder of its Subsidiaries and, in connection therewith, to exercise all the rights and powers conferred upon the Company as the sole member or stockholder of such Subsidiaries pursuant to the operating agreements or charter documents of each of such Subsidiaries, (d) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the Member and which lawfully may be conducted by a limited liability company organized pursuant to the Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity, and (e) do anything necessary or appropriate that the Member reasonably determines, as of the date of the acquisition or commencement of such activity, that such activity (i) generates “qualifying income” (as such term is defined pursuant to Section 7704 of the Code) or (ii) enhances the operations of an activity of the Company, and to do any and all things necessary, appropriate or incidental thereto. The Company is formed only for such business purpose and will not be deemed to create any declaration or agreement by the Company or the Member with respect to any other activities whatsoever other than the activities within such business purpose.

2.2 Powers. In addition to the powers and privileges conferred upon the Company by law and those incidental thereto, the Company has the same powers as a natural person to do all things necessary or convenient to carry out its business and affairs, including, without limitation, the power to do the following:

(a) Sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name;

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(b) Issue, by sale or otherwise, or acquire, by purchase, redemption or otherwise, any Interest;

(c) Purchase, take, receive, lease as lessee, take by gift, legacy, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with any real or personal property, or any interest therein, wherever situated;

(d) Sell, convey, mortgage, pledge, lease as lessor, exchange, transfer, and otherwise dispose of all, any part of, or any interest in, its property and assets;

(e) Lend money to and otherwise assist its Member and employees, except as otherwise provided in this Agreement or the Certificate;

(f) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign limited liability companies, corporations, associations, general or limited partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g) Incur liabilities, borrow money for its proper purposes at any rate of interest that the Company may determine without regard to the restrictions of any usury law of the State of Delaware, issue notes, bonds, and other obligations, secure any of its obligations by mortgage or pledge or deed of trust of all or any part of its property, franchises, and income, and make contracts, including contracts of guaranty and suretyship;

(h) Invest its surplus funds from time to time, lend money for its proper purposes, and take and hold real and personal property as security for payment of funds so loaned or invested;

(i) Conduct its business, carry on its operations, have offices within and without the State of Delaware, and exercise in any other state, territory, district, or possession of the United States or in any foreign country the powers granted by the Act, the Certificate or this Agreement;

(j) Appoint agents and hire employees of the Company, define their duties, and fix their compensation and to indemnify them to the extent and in the manner permitted by law;

(k) Make and alter this Agreement, in any manner not inconsistent with the Certificate or with the laws of the State of Delaware, for the administration and regulation of the affairs of the Company;

(l) Make donations for the public welfare or for charitable, scientific, religious, or educational purposes, lend money to the government, and transact any lawful business in aid of the United States;

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(m) Establish deferred compensation plans, pension plans, profit-sharing plans, bonus plans, option plans, and other incentive plans for its employees and make the payments provided for therein;

(n) Become a promoter, partner, member, associate, or manager of any general partnership, limited partnership, joint venture or similar association, any other limited liability company, or other enterprise; and

(o) Cease the activities of the Company and surrender the franchise of the Company.

2.3 Principal Office. The principal office of the Company will be located at such place or places as the Member may determine from time to time.

2.4 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Company in the State of Delaware will be as stated in the Certificate. The registered office and registered agent of the Company in the State of Delaware may be changed, from time to time, by the Member.

2.5 Amendment of the Certificate. The Company will amend the Certificate at such time or times and in such manner as may be required by the Act and this Agreement.

2.6 Effective Date. This Agreement is effective on the date of this Agreement.

2.7 Liability of Member. No Member, solely by reason of being a Member, will be liable, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will not be grounds for imposing liability on the Member for liabilities of the Company.

2.8 Interest Not Acquired for Resale. The Member is acquiring an Interest for the Member’s own account as an investment and without an intent to distribute such Interest, which Interest has not been registered under the Securities Act of 1933, as amended, or any state securities laws, and the Member’s Interest may not be resold or transferred without appropriate registration or the availability of an exemption from such requirements.

ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS

3.1 Capital Contributions. Prior to or upon execution of this Agreement, the Member has or will contribute to the capital of the Company the cash and other assets set forth in Schedule A attached hereto.

3.2 Additional Capital Contributions. The Member is not obligated to make any additional contributions to the capital of the Company and, accordingly, the Member is not liable for damage to the Company as a result of the failure of the Member to make any additional contributions. The Member may, however, make such additional contributions to the capital of the Company as determined from time to time and approved by the Member.

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3.3 Capital Accounts. A Capital Account will be maintained by the Company for the Member and any Transferee.

3.4 Capital Withdrawal Rights, Interest. Except as expressly provided in this Agreement, (a) the Member is not entitled to withdraw or reduce the Member’s Capital Account or to receive any Distributions, (b) the Member is not entitled to demand or receive any Distribution in any form other than in cash, and (c) the Member is not entitled to receive or be credited with any interest on any balance in the Member’s Capital Account at any time.

3.5 Loans. The Member may make loans to the Company in such amounts, at such times, and on such terms and conditions as may be determined and approved by the Member. Loans by the Member to the Company will not be considered as contributions to the capital of the Company.

ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS

4.1 Non-Liquidation Cash Distributions. The amount, if any, of Available Cash may be determined and distributed by the Member at any time and from time to time.

4.2 Liquidation Distributions. Liquidation Proceeds will be distributed in the following order of priority:

(a) To the payment of debts and liabilities of the Company (including to the Member to the extent otherwise permitted by law and applicable contractual restrictions) and the expenses of liquidation.

(b) Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves must be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person deems advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, will be distributed as hereinafter provided.

(c) The remainder to the Member.

4.3 Income, Losses and Credits. The Company’s Income or Loss, as the case may be, and applicable Credits, for each fiscal year of the Company, as determined in accordance with such method of accounting as may be adopted for the Company, will be allocated to the Member for both financial accounting and income tax purposes, except as otherwise provided for herein or unless the Member determines otherwise.

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4.4 Withholding of Distributions. Notwithstanding any other provision of this Agreement, the Member (or any Person required or authorized by law to wind up the Company’s affairs) may suspend, reduce or otherwise restrict Distributions of Available Cash and Liquidation Proceeds when, in the Member’s sole opinion, such action is in the best interests of the Company.

4.5 Tax Withholding. Notwithstanding any other provision of this Agreement, the Member may take any action that the Member determines is necessary or appropriate to cause the Company to comply with any withholding requirements established under any federal, state or local tax law, including, without limitation, withholding on any Distribution to the Member. For all purposes of this Article IV, any amount withheld on any Distribution and paid over to the appropriate governmental body may be treated as if such amount had in fact been distributed to the Member.

4.6 Reserves. The Member has the right to establish, maintain and expend Reserves to provide for working capital, for future maintenance, repair or replacement of the Property, for debt service, for future investments and for such other purposes as the Member may deem necessary or advisable.

ARTICLE V - MANAGEMENT

5.1 Management. Except as expressly limited by law or this Agreement, the Property, business and affairs of the Company will be managed by one natural person, as designated by the Member, who is referred to as the “Representative.” The Member hereby designates John J. Sherman as the Representative. The Representative will hold office until the Representative’s successor is designated by the Member or until the Representative’s earlier death or resignation.

5.2 Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents. The Member or the Member’s designee is authorized to execute and file with the Secretary of State of Delaware any document permitted or required by the Act. The Member hereby waives any requirement under the Act of receiving a copy of any document filed with the Secretary of State of Delaware. The Member hereby ratifies and affirms the Certificate as heretofore filed on behalf of the Company.

5.3 Limitation of Liability; Indemnification.

(a) Limitation. No Person will be liable to the Company or its Member for any loss, damage, liability or expense suffered by the Company or its Member on account of any action taken or omitted to be taken by such Person as a Member of the Company or by such Person while serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, if such Person discharges such Person’s duties in good faith, exercising the same degree of care and skill that a prudent person would have exercised under the circumstances in the conduct of such prudent person’s own affairs, and in a manner such Person reasonably believes to be in the best interest of the Company. The Member’s liability hereunder will be limited only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company.

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(b) Right to Indemnification. The Company will indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that such Person is or was a Member of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Company is not required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company is not required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Member; provided, further, that a Member will be indemnified hereunder only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company or any Other Enterprise and that the provisions of this Section 5.3 are not intended to extend indemnification to the Member for any actions taken or omitted to be taken by the Member in any other connection, including, but not limited to, any other express obligation of the Member undertaken in this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

(c) Enforcement of Indemnification. If the Company refuses to indemnify any Person who may be entitled to be indemnified or to have expenses advanced under this Section 5.3, such Person may maintain an action in any court of competent jurisdiction against the Company to determine whether or not such Person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the Person is determined to be entitled to such indemnification or advancement of expenses, such Person will be reimbursed by the Company for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

(d) Advancement of Expenses. Expenses (including attorneys’ fees) reasonably incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, will be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Person to repay such amount if it is ultimately determined that such Person is not entitled to indemnification by the Company. In no event will any advance be made in instances where the Member or independent legal counsel reasonably determines that such Person would not be entitled to indemnification hereunder.

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(e) Non-Exclusivity. The indemnification and the advancement of expenses provided by this Section 5.3 are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, or any agreement, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and will not limit in any way any right that the Company may have to make additional indemnifications with respect to the same or different Persons or classes of Persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.3 will continue as to a Person who has ceased to be a Member of the Company, and as to a Person who has ceased serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and will inure to the benefit of the heirs, executors and administrators of such Person.

(f) Insurance. Upon the approval of the Member the Company may purchase and maintain insurance on behalf of any Person who is or was a Member, agent or employee of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Company would have the power, or the obligation, to indemnify such Person against such liability under the provisions of this Section 5.3.

(g) Amendment and Vesting of Rights. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 5.3 may not be amended or repealed and the rights to indemnification and advancement of expenses created hereunder may not be changed, altered or terminated except by the Member. The rights granted or created hereby will be vested in each Person entitled to indemnification hereunder as a bargained-for, contractual condition of such Person’s serving or having served as a Member of the Company or serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and, while this Section 5.3 may be amended or repealed, no such amendment or repeal will release, terminate or adversely affect the rights of such Person under this Section 5.3 with respect to any act taken or the failure to take any act by such Person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

(h) Definitions. For purposes of this Section 5.3, references to:

(i) The “Company” includes, in addition to the resulting or surviving limited liability company (or other entity), any constituent limited liability company (or other entity) (including any constituent of a constituent) absorbed in a consolidation or merger so that any Person who is or was a member or manager of such constituent limited liability company (or other entity), or is or was serving at the request of such constituent limited liability company (or other entity) as a

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director, officer or in any other comparable position of any Other Enterprise stands in the same position under the provisions of this Section 5.3 with respect to the resulting or surviving limited liability company as such Person would if such Person had served the resulting or surviving limited liability company (or other entity) in the same capacity;

(ii) “Other Enterprises” or “Other Enterprise” includes, without limitation, any other limited liability company, corporation, partnership, joint venture, trust or employee benefit plan;

(iii) “fines” includes any excise taxes assessed against a person with respect to an employee benefit plan;

(iv) “defense” includes investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and also includes any defensive assertion of a cross-claim or counterclaim; and

(v) “serving at the request of the Company” includes any service as a director, officer or in any other comparable position that imposes duties on, or involves services by, a Person with respect to an employee benefit plan, its participants, or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan will be deemed to have acted “in the best interest of the Company” as referred to in this Section 5.3.

(i) Severability. If any provision of this Section 5.3 or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 5.3 and the application of such provision to other Persons or circumstances will not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable will modify and construe the provision so as to render it valid and enforceable as against all Persons and to give the maximum possible protection to Persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if the Member of the Company or any Person who is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, is entitled under any provision of this Section 5.3 to indemnification by the Company for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such Person in connection with any threatened, pending or completed action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Company will nevertheless indemnify such Person for the portion thereof to which such Person is entitled.

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5.4 Contracts with the Member or Affiliates. No contract or transaction between the Company and the Member or between the Company and any Person in which the Member is a director or officer, or has a financial interest, will be void or voidable solely for this reason, and the Member is not obligated to account to the Company for any profit or benefit derived by the Member if the Member consents to such contract or transaction.

5.5 Other Business Ventures. The Member may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others, whether or not similar to or in competition with the business of the Company, and neither the Company nor the Member will have any right by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom. The Member is not required to devote all of its time or business efforts to the affairs of the Company, but will devote so much of their time and attention to the Company as is reasonably necessary and advisable to manage the affairs of the Company to the best advantage of the Company.

ARTICLE VI - OFFICERS

6.1 Officers.

(a) Generally. The Representative, as set forth below, will appoint agents of the Company, referred to as “Officers” of the Company as described in this Section 6.1. Unless provided otherwise by resolution of the Member or Representative, the Officers will have the titles, power, authority and duties described below in this Section 6.1.

(b) Titles and Number. The Officers will be the Chairman of the Board of Directors (unless the Member or Representative provides otherwise), the President, any and all Vice Presidents, the Secretary and any and all Assistant Secretaries and any Treasurer and any and all Assistant Treasurers and any other Officers appointed pursuant to this Section 6.1. There may be appointed from time to time, in accordance with this Section 6.1, such Vice Presidents, Secretaries, Assistant Secretaries, Treasurers and Assistant Treasurers as the Member or Representative may desire. Any person may hold two or more offices.

(i) President. The Member or Representative will elect an individual to serve as President. The President will be the chief executive officer of the Company. The President may sign, with the secretary, an assistant secretary or any other proper officer of the Company thereunto duly authorized by the Member or Representative, any deeds, mortgages, bonds, contracts or other instruments which the Member or Representative has authorized to be executed except in cases where the execution thereof is expressly delegated by the Member or Representative or by this Agreement to some other officer or agent of the Company or is required by law to be otherwise executed. In general, the President will perform all duties incident to the office of President and chief executive officer of the Company and such other duties as may be prescribed from time to time by the Member or Representative.

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(ii) Vice Presidents. The Member or Representative, in their discretion, may elect one or more Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) will perform the duties of the President, and the Vice President, when so acting, will have all of the powers and be subject to all the restrictions upon the President. Each Vice President will perform such other duties as from time to time may be assigned by the President or the Member or Representative.

(iii) Secretary and Assistant Secretaries. The Member or Representative, in their discretion, may elect a Secretary and one or more Assistant Secretaries. The Secretary will record or cause to be recorded in books provided for that purpose the minutes of the meetings or actions of the Representative and of the Members, will see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, will be custodian of all records (other than financial), will see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, will perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Member, the Representative or the President. The Assistant Secretaries will exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.

(iv) Treasurer and Assistant Treasurers. The Member or Representative, in their discretion, may elect a Treasurer and one or more Assistant Treasurers. The Treasurer will keep or cause to be kept the books of account of the Company and will render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Member or Representative or the President. The Treasurer, subject to the order of the Member or Representative, will have the custody of all funds and securities of the Company. The Treasurer will perform all other duties commonly incident to his office and will perform such other duties and have such other powers as this Agreement, the Member, the Representative or the President, will designate from time to time. The Assistant Treasurers will exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers will possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving or in the absence of the appointed Treasurer and Assistant Treasurer, the President and chief executive officer, or such other Officer as the Member or Representative selects, will have the powers and duties conferred upon the Treasurer.

(c) Other Officers and Agents. The Member or Representative may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who will hold their offices for such terms and will exercise such powers and perform such duties as is determined from time to time by the Member or Representative.

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(d) Appointment and Term of Office. The Officers will be appointed by the Member or Representative at such time and for such terms as the Member or Representative determines. Any Officer may be removed, with or without Cause, only by the Member or Representative. Vacancies in any office may be filled only by the Member or Representative.

(e) Powers of Attorney. The Member or Representative may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

(f) Officers’ Delegation of Authority. Unless otherwise provided by resolution of the Member or Representative, no Officer has the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Member.

6.2 Compensation.

The Officers will receive such compensation for their services as may be designated by the Member or Representative. In addition, the Officers are entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder.

ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS

7.1 Fiscal Year. The fiscal year and taxable year of the Company ends on September 30 of each year, unless a different year is required by the Code or otherwise established by the Member.

7.2 Books and Records. At all times during the existence of the Company, the Company will cause to be maintained full and accurate books of account, which will reflect all Company transactions and be appropriate and adequate for the Company’s business. The books and records of the Company must be maintained at the principal office of the Company. The Member (or the Member’s designated representative) will have the right during ordinary business hours and upon reasonable notice to inspect and copy (at the Member’s own expense) all books and records of the Company.

7.3 Bank Accounts. All funds of the Company must be deposited in a separate bank, money market or similar account approved by the Member and in the Company’s name. Withdrawals therefrom may be made only by persons authorized to do so by the Member.

ARTICLE VIII - TRANSFERS OF INTERESTS

8.1 General Provisions. The Member may Transfer all or any part of the Member’s Interest. Upon any Transfer to any transferee (a “Transferee”) of all or any part of the Member’s Interest, such Transferee will become a Member of the Company in place of the Member (a “Substitute Member”) only to the extent that the Member has expressly stated such intention in

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writing. Except to the extent that a Transferee becomes a Substitute Member, such Transferee will not be entitled to exercise any rights as a Member in the Company, including the right to vote, grant approvals, or give consents with respect to the applicable Interest, the right to require any information or accounting of the Company’s business or the right to inspect the Company’s books and records, but such Transferee will only be entitled to receive, to the extent of the Interest transferred to such Transferee, the Distributions attributable thereto.

8.2 Redemption of Interests. Any Interest may be redeemed by the Company, by purchase or otherwise, as determined by the Member with the approval of the Member.

ARTICLE IX - DISSOLUTION AND TERMINATION

9.1 Events Causing Dissolution. The Company will be dissolved only upon the first to occur of the following events:

(a) The written determination of the Member to dissolve.

(b) Upon the entry of a decree of judicial dissolution under Section 18-802 of the Act.

9.2 Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Member will take such actions as may be required pursuant to the Act and will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Member will have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 9.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

9.3 Application of Proceeds. Upon dissolution and liquidation of the Company, the assets of the Company will be applied and distributed in the order of priority set forth in Section 4.2.

ARTICLE X - MISCELLANEOUS

10.1 Title to the Property. Title to the Property will be held in the name of the Company. The Member will not individually have any ownership interest or rights in the Property, except indirectly by virtue of the Member’s ownership of an Interest.

10.2 Nature of Interest in the Company. An Interest is personal property for all purposes.

10.3 Notices and Determinations. Any notice or determination required or permitted to be given or made by this Agreement or the Act is sufficient if given or made in writing.

10.4 No Third Party Rights. None of the provisions contained in this Agreement are for the benefit of or enforceable by any third parties, including, but not limited to, creditors of the Company; provided, however, the Company may enforce any rights granted to the Company under the Act, the Certificate, or this Agreement.

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10.5 Amendments to this Agreement. This Agreement may not be modified or amended in any manner other than by the Member.

10.6 Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement will not be affected thereby and will remain in full force and effect and will be enforced to the greatest extent permitted by law.

10.7 Binding Agreement. The provisions of this Agreement are binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

10.8 Headings. The headings of the Certificate and the sections of this Agreement are for convenience only and may not be considered in construing or interpreting any of the terms or provisions thereof and hereof.

10.9 Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Delaware.

The Company and the Member have executed this Agreement as of the date first written above.

INERGY STAGECOACH II, LLC
By:	INERGY ACQUISITION COMPANY, LLC, its sole Member
	By:	/s/ John J. Sherman
		John J. Sherman,
		President and Chief Executive Officer

INERGY ACQUISITION COMPANY, LLC
By:	/s/ John J. Sherman
	John J. Sherman,
	President and Chief Executive Officer

15

SCHEDULE A

Initial Capital Contribution

Description	Amount or Net Fair Value
Cash	$	1,000.00

EX-3.17

Exhibit 3.17

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 12/21/2001

010662530 – 3472565

CERTIFICATE OF ORGANIZATION

OF

ECORP MARKETING SUB, L.L.C.

The undersigned, acting as the organizer of a limited liability company under the Delaware Limited Liability Company Act (the “Act”), as amended, does hereby adopt the following Certificate of Organization for eCorp Marketing Sub, L.L.C. (the “Company”).

ARTICLE ONE

The name of the Company is eCorp Marketing Sub, L.L.C.

ARTICLE TWO

The name and address of the registered office of the Company and the name and address of the registered agent of the Company for service of process in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, County of New Castle.

ARTICLE THREE

The Company is to be managed by one or more managers. The number of initial managers, who shall serve as managers until the first annual meeting of the Company or until their successors are duly elected, shall be one (1). The name and address of such initial manager shall be as follows:

John C. Thrash

10000 Memorial, Suite 530

Houston, Texas 77024

John F. Thrash

10000 Memorial, Suite 530

Houston, Texas 77024

Robert R. Voorhees, Jr.

10000 Memorial, Suite 530

Houston, Texas 77024

G. S. “Steve” Clifton

10000 Memorial, Suite 530

Houston, Texas 77024

Jay C. Jimerson

211 N. Robinson Suite 1510

Oklahoma City, OK 73102-7101

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The number and qualifications of the manager will be fixed and determined in the manner provided in the Limited Liability Company Agreement of the Company. The number of managers may be increased or decreased from time to time in the manner set forth in the Regulations of the Company.

ARTICLE FOUR

The name and address of the sole organizer of the Company is as follows:

Steven A. Buxbaum

1000 Louisiana, Suite 4300

Houston, Texas 77002

[Signature page follows]

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IN WITNESS WHEREOF, this Certificate of Organization have been executed on December 21, 2001 by the undersigned.

ECORP MARKETING SUB, L.L.C.

/s/ Steven A. Buxbaum

Steven A. Buxbaum, Organizer

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EX-3.18

Exhibit 3.18

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/28/2001

010677780 – 3472565

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

ECORP MARKETING SUB, L.L.C.

(a Delaware limited liability company)

eCorp Marketing Sub, L.L.C., a limited liability company agreement organized under the laws of the State of Delaware, hereby files this Amendment to Certificate of Formation in accordance with Section 18-202 of the Delaware Limited Liability Company Act (the “DLLCA”), and hereby certifies that:

1. The name of the limited liability company is eCorp Marketing Sub, L.L.C.

2. The certificate of formation of eCorp Marketing Sub, L.L.C. is amended to change the name of the limited liability company. Article One is deleted in its entirety, and substituted in its place is the following:

“ARTICLE ONE

The name of the Company is eCorp Marketing, LLC.”

IN WITNESS WHEREOF, this Certificate of Amendment has been duly executed as of the 27^th day of December, 2001, and is being filed in accordance with Section 18-202 of the DLLCA by a person thereunto duly authorized by eCorp Marketing Sub, L.L.C.

ECORP MARKETING SUB, L.L.C.

/s/ Jay C. Jimerson

Jay C. Jimerson, Manager

EX-3.19

Exhibit 3.19

CERTIFICATE OF AMENDMENT

OF ARTICLES OF ORGANIZATION

1. Name of Limited Liability Company: eCorp Marketing, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

a. Article One is hereby amended in its entirety and replaced with the following:

ARTICLE ONE

The name of the Company is Inergy Gas Marketing, LLC.

b. Article Two is hereby amended in its entirety and replaced with the following:

ARTICLE TWO

The name and address of the registered office of the Company and the name and address of the registered agent of the Company for service of process in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

c. Article Three is hereby deleted in its entirety.

The undersigned has executed this Certificate on August 9, 2005.

ECORP MARKETING, LLC
By:	/s/ John J. Sherman
	Name:	John J. Sherman
	Title:	President

EX-3.20

Exhibit 3.20

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

INERGY GAS MARKETING, LLC

TABLE OF CONTENTS

		Page
ARTICLE I - DEFINITIONS			1
1.1	Terms Defined Herein		1
1.2	Other Definitional Provisions		2
ARTICLE II - BUSINESS PURPOSES AND OFFICES			3
2.1	Name; Business Purpose		3
2.2	Powers		3
2.3	Principal Office		5
2.4	Registered Office and Registered Agent		5
2.5	Amendment of the Certificate		5
2.6	Effective Date		5
2.7	Liability of Member		5
2.8	Interest Not Acquired for Resale		5
ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS			5
3.1	Capital Contributions		5
3.2	Additional Capital Contributions		5
3.3	Capital Accounts		5
3.4	Capital Withdrawal Rights, Interest		6
3.5	Loans		6
ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS			6
4.1	Non-Liquidation Cash Distributions		6
4.2	Liquidation Distributions		6
4.3	Income, Losses and Credits		6
4.4	Withholding of Distributions		6
4.5	Tax Withholding		7
4.6	Reserves		7
ARTICLE V - MANAGEMENT			7
5.1	Management		7
5.2	Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents		7
5.3	Limitation of Liability; Indemnification		7
5.4	Contracts with the Member or Affiliates		10
5.5	Other Business Ventures		11
ARTICLE VI - OFFICERS			11
6.1	Officers		11
6.2	Compensation		13
ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS			13
7.1	Fiscal Year		13
7.2	Books and Records		13

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7.3	Bank Accounts	13
ARTICLE VIII - TRANSFERS OF INTERESTS		13
8.1	General Provisions	13
8.2	Redemption of Interests	13
ARTICLE IX - DISSOLUTION AND TERMINATION		14
9.1	Events Causing Dissolution	14
9.2	Effect of Dissolution	14
9.3	Application of Proceeds	14
ARTICLE X - MISCELLANEOUS		14
10.1	Title to the Property	14
10.2	Nature of Interest in the Company	14
10.3	Notices and Determinations	14
10.4	No Third Party Rights	14
10.5	Amendments to this Agreement	14
10.6	Severability	14
10.7	Binding Agreement	15
10.8	Headings	15
10.9	Governing Law	15

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

INERGY GAS MARKETING, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made August 9, 2005, by Inergy Gas Marketing, LLC, a Delaware limited liability company (the “Company”), and Inergy Acquisition Company, LLC, a Delaware limited liability company (the “Member”).

RECITAL:

The Member desires to amend and restate the limited liability company agreement of the Company in its entirety.

AGREEMENT:

The undersigned hereby declare and agree as follows:

ARTICLE I - DEFINITIONS

1.1 Terms Defined Herein. As used herein, the following terms have the following meanings, unless the context otherwise specifies:

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Agreement” means the Amended and Restated Limited Liability Company Agreement of the Company as amended from time to time.

“Available Cash” means the aggregate amount of cash on hand or in bank, money market or similar accounts of the Company as of the end of each fiscal quarter derived from any source (other than capital contributions and Liquidation Proceeds) that the Member determines is available for distribution to the Member after taking into account any amount required or appropriate to maintain a reasonable amount of Reserves.

“Capital Account” means the account established and maintained by the Company for the Member and any Transferee pursuant to Section 3.3.

“Certificate” means the Certificate of Formation of the Company filed with the Delaware Secretary of State, as amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provisions of future federal tax laws.

“Company” means Inergy Gas Marketing, LLC, a Delaware limited liability company.

“Credits” means all tax credits allowed by the Code with respect to activities of the Company or the Property.

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“Distributions” means any distributions by the Company to the Member of Available Cash or Liquidation Proceeds or other amounts.

“Fair Value” of an asset means its fair market value.

“Income” and “Loss” mean, respectively, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with the Code.

“Interest” refers to all of the Member’s rights and interests in the Company in the Member’s capacity as a Member, all as provided in the Certificate, this Agreement and the Act, including, without limitation, the Member’s interest in the capital, income, gain, deductions, losses, and credits of the Company.

“Liquidation Proceeds” means all Property at the time of liquidation of the Company and all proceeds thereof.

“Member” means Inergy Acquisition Company, LLC, a Delaware limited liability company, or any successor-in-interest to Inergy Acquisition Company, LLC who becomes a Member as provided in this Agreement.

“Officers” means the officers of the Company as described in Article VI.

“Person” means any individual, partnership, limited liability company, corporation, cooperative, trust or other entity.

“Property” means all properties and assets that the Company may own or otherwise have an interest in from time to time.

“Reserves” means amounts set aside from time to time by the Member pursuant to Section 4.6 of this Agreement.

“Substitute Member” has the meaning set forth in Section 8.1.

“Transfer” means (i) when used as a verb, to give, sell, exchange, assign, transfer, pledge, hypothecate, bequeath, devise or otherwise dispose of or encumber, and (ii) when used as a noun, the nouns corresponding to such verbs, in either case voluntarily or involuntarily, by operation of law or otherwise.

“Transferee” has the meaning set forth in Section 8.1.

1.2 Other Definitional Provisions.

(a) As used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, have the respective meanings given to them under generally accepted accounting principles.

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(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.

(c) Words of the singular number are deemed to include the plural number, and vice versa, where applicable.

ARTICLE II - BUSINESS PURPOSES AND OFFICES

2.1 Name; Business Purpose. The name of the Company is as stated in the Certificate. The business purpose of the Company is to (a) perform certain marketing and commercial services on behalf of its affiliate, Central New York Oil And Gas Company, L.L.C., a New York limited liability company, (b) manage, operate, lease, sell and otherwise deal with any and all assets or properties contributed to the Company by the Member or acquired by the Company, (c) serve as the sole member or stockholder of its Subsidiaries and, in connection therewith, to exercise all the rights and powers conferred upon the Company as the sole member or stockholder of such Subsidiaries pursuant to the operating agreements or charter documents of each of such Subsidiaries, (d) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the Member and which lawfully may be conducted by a limited liability company organized pursuant to the Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity, and (e) do anything necessary or appropriate that the Member reasonably determines, as of the date of the acquisition or commencement of such activity, that such activity (i) generates “qualifying income” (as such term is defined pursuant to Section 7704 of the Code) or (ii) enhances the operations of an activity of the Company, and to do any and all things necessary, appropriate or incidental thereto. The Company is formed only for such business purpose and will not be deemed to create any declaration or agreement by the Company or the Member with respect to any other activities whatsoever other than the activities within such business purpose.

2.2 Powers. In addition to the powers and privileges conferred upon the Company by law and those incidental thereto, the Company has the same powers as a natural person to do all things necessary or convenient to carry out its business and affairs, including, without limitation, the power to do the following:

(a) Sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name;

(b) Issue, by sale or otherwise, or acquire, by purchase, redemption or otherwise, any Interest;

(c) Purchase, take, receive, lease as lessee, take by gift, legacy, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with any real or personal property, or any interest therein, wherever situated;

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(d) Sell, convey, mortgage, pledge, lease as lessor, exchange, transfer, and otherwise dispose of all, any part of, or any interest in, its property and assets;

(e) Lend money to and otherwise assist its Member and employees, except as otherwise provided in this Agreement or the Certificate;

(f) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign limited liability companies, corporations, associations, general or limited partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g) Incur liabilities, borrow money for its proper purposes at any rate of interest that the Company may determine without regard to the restrictions of any usury law of the State of Delaware, issue notes, bonds, and other obligations, secure any of its obligations by mortgage or pledge or deed of trust of all or any part of its property, franchises, and income, and make contracts, including contracts of guaranty and suretyship;

(h) Invest its surplus funds from time to time, lend money for its proper purposes, and take and hold real and personal property as security for payment of funds so loaned or invested;

(i) Conduct its business, carry on its operations, have offices within and without the State of Delaware, and exercise in any other state, territory, district, or possession of the United States or in any foreign country the powers granted by the Act, the Certificate or this Agreement;

(j) Appoint agents and hire employees of the Company, define their duties, and fix their compensation and to indemnify them to the extent and in the manner permitted by law;

(k) Make and alter this Agreement, in any manner not inconsistent with the Certificate or with the laws of the State of Delaware, for the administration and regulation of the affairs of the Company;

(l) Make donations for the public welfare or for charitable, scientific, religious, or educational purposes, lend money to the government, and transact any lawful business in aid of the United States;

(m) Establish deferred compensation plans, pension plans, profit-sharing plans, bonus plans, option plans, and other incentive plans for its employees and make the payments provided for therein;

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(n) Become a promoter, partner, member, associate, or manager of any general partnership, limited partnership, joint venture or similar association, any other limited liability company, or other enterprise; and

(o) Cease the activities of the Company and surrender the franchise of the Company.

2.3 Principal Office. The principal office of the Company will be located at such place or places as the Member may determine from time to time.

2.4 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Company in the State of Delaware will be as stated in the Certificate. The registered office and registered agent of the Company in the State of Delaware may be changed, from time to time, by the Member.

2.5 Amendment of the Certificate. The Company will amend the Certificate at such time or times and in such manner as may be required by the Act and this Agreement.

2.6 Effective Date. This Agreement is effective on the date of this Agreement.

2.7 Liability of Member. No Member, solely by reason of being a Member, will be liable, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will not be grounds for imposing liability on the Member for liabilities of the Company.

2.8 Interest Not Acquired for Resale. The Member is acquiring an Interest for the Member’s own account as an investment and without an intent to distribute such Interest, which Interest has not been registered under the Securities Act of 1933, as amended, or any state securities laws, and the Member’s Interest may not be resold or transferred without appropriate registration or the availability of an exemption from such requirements.

ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS

3.1 Capital Contributions. The Member’s predecessors in interest previously contributed to the capital of the Company the cash and other assets set forth on the books and records of the Company.

3.2 Additional Capital Contributions. The Member is not obligated to make any additional contributions to the capital of the Company and, accordingly, the Member is not liable for damage to the Company as a result of the failure of the Member to make any additional contributions. The Member may, however, make such additional contributions to the capital of the Company as determined from time to time and approved by the Member.

3.3 Capital Accounts. A Capital Account will be maintained by the Company for the Member and any Transferee.

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3.4 Capital Withdrawal Rights, Interest. Except as expressly provided in this Agreement, (a) the Member is not entitled to withdraw or reduce the Member’s Capital Account or to receive any Distributions, (b) the Member is not entitled to demand or receive any Distribution in any form other than in cash, and (c) the Member is not entitled to receive or be credited with any interest on any balance in the Member’s Capital Account at any time.

3.5 Loans. The Member may make loans to the Company in such amounts, at such times, and on such terms and conditions as may be determined and approved by the Member. Loans by the Member to the Company will not be considered as contributions to the capital of the Company.

ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS

4.1 Non-Liquidation Cash Distributions. The amount, if any, of Available Cash may be determined and distributed by the Member at any time and from time to time.

4.2 Liquidation Distributions. Liquidation Proceeds will be distributed in the following order of priority:

(a) To the payment of debts and liabilities of the Company (including to the Member to the extent otherwise permitted by law and applicable contractual restrictions) and the expenses of liquidation.

(b) Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves must be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person deems advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, will be distributed as hereinafter provided.

(c) The remainder to the Member.

4.3 Income, Losses and Credits. The Company’s Income or Loss, as the case may be, and applicable Credits, for each fiscal year of the Company, as determined in accordance with such method of accounting as may be adopted for the Company, will be allocated to the Member for both financial accounting and income tax purposes, except as otherwise provided for herein or unless the Member determines otherwise.

4.4 Withholding of Distributions. Notwithstanding any other provision of this Agreement, the Member (or any Person required or authorized by law to wind up the Company’s affairs) may suspend, reduce or otherwise restrict Distributions of Available Cash and Liquidation Proceeds when, in the Member’s sole opinion, such action is in the best interests of the Company.

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4.5 Tax Withholding. Notwithstanding any other provision of this Agreement, the Member may take any action that the Member determines is necessary or appropriate to cause the Company to comply with any withholding requirements established under any federal, state or local tax law, including, without limitation, withholding on any Distribution to the Member. For all purposes of this Article IV, any amount withheld on any Distribution and paid over to the appropriate governmental body may be treated as if such amount had in fact been distributed to the Member.

4.6 Reserves. The Member has the right to establish, maintain and expend Reserves to provide for working capital, for future maintenance, repair or replacement of the Property, for debt service, for future investments and for such other purposes as the Member may deem necessary or advisable.

ARTICLE V - MANAGEMENT

5.1 Management. Except as expressly limited by law or this Agreement, the Property, business and affairs of the Company will be managed by one natural person, as designated by the Member, who is referred to as the “Representative.” The Member hereby designates John J. Sherman as the Representative. The Representative will hold office until the Representative’s successor is designated by the Member or until the Representative’s earlier death or resignation.

5.2 Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents. The Member or the Member’s designee is authorized to execute and file with the Secretary of State of Delaware any document permitted or required by the Act. The Member hereby waives any requirement under the Act of receiving a copy of any document filed with the Secretary of State of Delaware. The Member hereby ratifies and affirms the Certificate as heretofore filed on behalf of the Company.

5.3 Limitation of Liability; Indemnification.

(a) Limitation. No Person will be liable to the Company or its Member for any loss, damage, liability or expense suffered by the Company or its Member on account of any action taken or omitted to be taken by such Person as a Member of the Company or by such Person while serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, if such Person discharges such Person’s duties in good faith, exercising the same degree of care and skill that a prudent person would have exercised under the circumstances in the conduct of such prudent person’s own affairs, and in a manner such Person reasonably believes to be in the best interest of the Company. The Member’s liability hereunder will be limited only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company.

(b) Right to Indemnification. The Company will indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that such Person is or was a Member of the Company, or is or was serving at the request of the Company as

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a director, officer or in any other comparable position of any Other Enterprise against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Company is not required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company is not required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Member; provided, further, that a Member will be indemnified hereunder only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company or any Other Enterprise and that the provisions of this Section 5.3 are not intended to extend indemnification to the Member for any actions taken or omitted to be taken by the Member in any other connection, including, but not limited to, any other express obligation of the Member undertaken in this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

(c) Enforcement of Indemnification. If the Company refuses to indemnify any Person who may be entitled to be indemnified or to have expenses advanced under this Section 5.3, such Person may maintain an action in any court of competent jurisdiction against the Company to determine whether or not such Person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the Person is determined to be entitled to such indemnification or advancement of expenses, such Person will be reimbursed by the Company for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

(d) Advancement of Expenses. Expenses (including attorneys’ fees) reasonably incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, will be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Person to repay such amount if it is ultimately determined that such Person is not entitled to indemnification by the Company. In no event will any advance be made in instances where the Member or independent legal counsel reasonably determines that such Person would not be entitled to indemnification hereunder.

(e) Non-Exclusivity. The indemnification and the advancement of expenses provided by this Section 5.3 are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, or any agreement, policy of insurance or otherwise, both as to action in their official capacity

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and as to action in another capacity while holding their respective offices, and will not limit in any way any right that the Company may have to make additional indemnifications with respect to the same or different Persons or classes of Persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.3 will continue as to a Person who has ceased to be a Member of the Company, and as to a Person who has ceased serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and will inure to the benefit of the heirs, executors and administrators of such Person.

(f) Insurance. Upon the approval of the Member the Company may purchase and maintain insurance on behalf of any Person who is or was a Member, agent or employee of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Company would have the power, or the obligation, to indemnify such Person against such liability under the provisions of this Section 5.3.

(g) Amendment and Vesting of Rights. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 5.3 may not be amended or repealed and the rights to indemnification and advancement of expenses created hereunder may not be changed, altered or terminated except by the Member. The rights granted or created hereby will be vested in each Person entitled to indemnification hereunder as a bargained-for, contractual condition of such Person’s serving or having served as a Member of the Company or serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and, while this Section 5.3 may be amended or repealed, no such amendment or repeal will release, terminate or adversely affect the rights of such Person under this Section 5.3 with respect to any act taken or the failure to take any act by such Person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

(h) Definitions. For purposes of this Section 5.3, references to:

(i) The “Company” includes, in addition to the resulting or surviving limited liability company (or other entity), any constituent limited liability company (or other entity) (including any constituent of a constituent) absorbed in a consolidation or merger so that any Person who is or was a member or manager of such constituent limited liability company (or other entity), or is or was serving at the request of such constituent limited liability company (or other entity) as a director, officer or in any other comparable position of any Other Enterprise stands in the same position under the provisions of this Section 5.3 with respect to the resulting or surviving limited liability company as such Person would if such Person had served the resulting or surviving limited liability company (or other entity) in the same capacity;

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(ii) “Other Enterprises” or “Other Enterprise” includes, without limitation, any other limited liability company, corporation, partnership, joint venture, trust or employee benefit plan;

(iii) “fines” includes any excise taxes assessed against a person with respect to an employee benefit plan;

(iv) “defense” includes investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and also includes any defensive assertion of a cross-claim or counterclaim; and

(v) “serving at the request of the Company” includes any service as a director, officer or in any other comparable position that imposes duties on, or involves services by, a Person with respect to an employee benefit plan, its participants, or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan will be deemed to have acted “in the best interest of the Company” as referred to in this Section 5.3.

(i) Severability. If any provision of this Section 5.3 or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 5.3 and the application of such provision to other Persons or circumstances will not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable will modify and construe the provision so as to render it valid and enforceable as against all Persons and to give the maximum possible protection to Persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if the Member of the Company or any Person who is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, is entitled under any provision of this Section 5.3 to indemnification by the Company for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such Person in connection with any threatened, pending or completed action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Company will nevertheless indemnify such Person for the portion thereof to which such Person is entitled.

5.4 Contracts with the Member or Affiliates. No contract or transaction between the Company and the Member or between the Company and any Person in which the Member is a director or officer, or has a financial interest, will be void or voidable solely for this reason, and the Member is not obligated to account to the Company for any profit or benefit derived by the Member if the Member consents to such contract or transaction.

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5.5 Other Business Ventures. The Member may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others, whether or not similar to or in competition with the business of the Company, and neither the Company nor the Member will have any right by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom. The Member is not required to devote all of its time or business efforts to the affairs of the Company, but will devote so much of their time and attention to the Company as is reasonably necessary and advisable to manage the affairs of the Company to the best advantage of the Company.

ARTICLE VI - OFFICERS

6.1 Officers.

(a) Generally. The Representative, as set forth below, will appoint agents of the Company, referred to as “Officers” of the Company as described in this Section 6.1. Unless provided otherwise by resolution of the Member or Representative, the Officers will have the titles, power, authority and duties described below in this Section 6.1.

(b) Titles and Number. The Officers will be the Chairman of the Board of Directors (unless the Member or Representative provides otherwise), the President, any and all Vice Presidents, the Secretary and any and all Assistant Secretaries and any Treasurer and any and all Assistant Treasurers and any other Officers appointed pursuant to this Section 6.1. There may be appointed from time to time, in accordance with this Section 6.1, such Vice Presidents, Secretaries, Assistant Secretaries, Treasurers and Assistant Treasurers as the Member or Representative may desire. Any person may hold two or more offices.

(i) President. The Member or Representative will elect an individual to serve as President. The President will be the chief executive officer of the Company. The President may sign, with the secretary, an assistant secretary or any other proper officer of the Company thereunto duly authorized by the Member or Representative, any deeds, mortgages, bonds, contracts or other instruments which the Member or Representative has authorized to be executed except in cases where the execution thereof is expressly delegated by the Member or Representative or by this Agreement to some other officer or agent of the Company or is required by law to be otherwise executed. In general, the President will perform all duties incident to the office of President and chief executive officer of the Company and such other duties as may be prescribed from time to time by the Member or Representative.

(ii) Vice Presidents. The Member or Representative, in their discretion, may elect one or more Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) will perform the duties of the President, and the Vice President, when so acting, will have all of the powers and be subject to all the restrictions upon the President. Each Vice President will perform such other duties as from time to time may be assigned by the President or the Member or Representative.

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(iii) Secretary and Assistant Secretaries. The Member or Representative, in their discretion, may elect a Secretary and one or more Assistant Secretaries. The Secretary will record or cause to be recorded in books provided for that purpose the minutes of the meetings or actions of the Representative and of the Members, will see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, will be custodian of all records (other than financial), will see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, will perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Member, the Representative or the President. The Assistant Secretaries will exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.

(iv) Treasurer and Assistant Treasurers. The Member or Representative, in their discretion, may elect a Treasurer and one or more Assistant Treasurers. The Treasurer will keep or cause to be kept the books of account of the Company and will render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Member or Representative or the President. The Treasurer, subject to the order of the Member or Representative, will have the custody of all funds and securities of the Company. The Treasurer will perform all other duties commonly incident to his office and will perform such other duties and have such other powers as this Agreement, the Member, the Representative or the President, will designate from time to time. The Assistant Treasurers will exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers will possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving or in the absence of the appointed Treasurer and Assistant Treasurer, the President and chief executive officer, or such other Officer as the Member or Representative selects, will have the powers and duties conferred upon the Treasurer.

(c) Other Officers and Agents. The Member or Representative may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who will hold their offices for such terms and will exercise such powers and perform such duties as is determined from time to time by the Member or Representative.

(d) Appointment and Term of Office. The Officers will be appointed by the Member or Representative at such time and for such terms as the Member or Representative determines. Any Officer may be removed, with or without Cause, only by the Member or Representative. Vacancies in any office may be filled only by the Member or Representative.

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(e) Powers of Attorney. The Member or Representative may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

(f) Officers’ Delegation of Authority. Unless otherwise provided by resolution of the Member or Representative, no Officer has the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Member.

6.2 Compensation. The Officers will receive such compensation for their services as may be designated by the Member or Representative. In addition, the Officers are entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder.

ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS

7.1 Fiscal Year. The fiscal year and taxable year of the Company ends on September 30 of each year, unless a different year is required by the Code or otherwise established by the Member.

7.2 Books and Records. At all times during the existence of the Company, the Company will cause to be maintained full and accurate books of account, which will reflect all Company transactions and be appropriate and adequate for the Company’s business. The books and records of the Company must be maintained at the principal office of the Company. The Member (or the Member’s designated representative) will have the right during ordinary business hours and upon reasonable notice to inspect and copy (at the Member’s own expense) all books and records of the Company.

7.3 Bank Accounts. All funds of the Company must be deposited in a separate bank, money market or similar account approved by the Member and in the Company’s name. Withdrawals therefrom may be made only by persons authorized to do so by the Member.

ARTICLE VIII - TRANSFERS OF INTERESTS

8.1 General Provisions. The Member may Transfer all or any part of the Member’s Interest. Upon any Transfer to any transferee (a “Transferee”) of all or any part of the Member’s Interest, such Transferee will become a Member of the Company in place of the Member (a “Substitute Member”) only to the extent that the Member has expressly stated such intention in writing. Except to the extent that a Transferee becomes a Substitute Member, such Transferee will not be entitled to exercise any rights as a Member in the Company, including the right to vote, grant approvals, or give consents with respect to the applicable Interest, the right to require any information or accounting of the Company’s business or the right to inspect the Company’s books and records, but such Transferee will only be entitled to receive, to the extent of the Interest transferred to such Transferee, the Distributions attributable thereto.

8.2 Redemption of Interests. Any Interest may be redeemed by the Company, by purchase or otherwise, as determined by the Member with the approval of the Member.

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ARTICLE IX - DISSOLUTION AND TERMINATION

9.1 Events Causing Dissolution. The Company will be dissolved only upon the first to occur of the following events:

(a) The written determination of the Member to dissolve.

(b) Upon the entry of a decree of judicial dissolution under Section 18-802 of the Act.

9.2 Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Member will take such actions as may be required pursuant to the Act and will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Member will have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 9.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

9.3 Application of Proceeds. Upon dissolution and liquidation of the Company, the assets of the Company will be applied and distributed in the order of priority set forth in Section 4.2.

ARTICLE X - MISCELLANEOUS

10.1 Title to the Property. Title to the Property will be held in the name of the Company. The Member will not individually have any ownership interest or rights in the Property, except indirectly by virtue of the Member’s ownership of an Interest.

10.2 Nature of Interest in the Company. An Interest is personal property for all purposes.

10.3 Notices and Determinations. Any notice or determination required or permitted to be given or made by this Agreement or the Act is sufficient if given or made in writing.

10.4 No Third Party Rights. None of the provisions contained in this Agreement are for the benefit of or enforceable by any third parties, including, but not limited to, creditors of the Company; provided, however, the Company may enforce any rights granted to the Company under the Act, the Certificate, or this Agreement.

10.5 Amendments to this Agreement. This Agreement may not be modified or amended in any manner other than by the Member.

10.6 Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement will not be affected thereby and will remain in full force and effect and will be enforced to the greatest extent permitted by law.

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10.7 Binding Agreement. The provisions of this Agreement are binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

10.8 Headings. The headings of the Certificate and the sections of this Agreement are for convenience only and may not be considered in construing or interpreting any of the terms or provisions thereof and hereof.

10.9 Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Delaware.

The Company and the Member have executed this Agreement on the date first written above.

INERGY GAS MARKETING, LLC
By:	INERGY ACQUISITION COMPANY, LLC, its sole Member
	By:	/s/ John J. Sherman
		John J. Sherman,
		President and Chief Executive Officer

INERGY ACQUISITION COMPANY, LLC
By:	/s/ John J. Sherman
	John J. Sherman,
	President and Chief Executive Officer

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EX-3.21

Exhibit 3.21

CERTIFICATE OF INCORPORATION

OF

INERGY STORAGE, INC.

FIRST. The name of the Corporation is:

Inergy Storage, Inc.

SECOND. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, including, without limitation, to acquire, hold and dispose of a 0.1% membership interest in Central New York Oil And Gas Company, L.L.C., a New York limited liability company.

In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation.

FOURTH.

(a) The total number of shares of stock that the Corporation has the authority to issue is 1,000 shares of common stock, of the par value of $1.00 per share.

The Board of Directors is authorized to provide by resolution or resolutions for the issuance of shares of stock of any class or of any series of any class at any time and from time to time and, by filing a certificate of designations in the manner prescribed under the laws of the State of Delaware, to fix and amend the voting powers, full or limited, or no voting powers, and the designations, preferences and relative, participating, optional or other special rights, if any, and qualifications, limitations or restrictions thereof. Unless otherwise provided in any such resolution or resolutions, the number of shares of stock of any such series to which such resolution or resolutions apply may be increased (but not above the total number of authorized shares of the class) or decreased (but not below the number of shares thereof then outstanding) by filing a certificate of designations in the manner prescribed under the laws of the State of Delaware.

(b) No holder of any shares of stock of the Corporation of any class are entitled as such, as a matter of right, to subscribe for or purchase any shares of stock of the Corporation of any class, whether now or hereafter authorized or whether issued for cash, property or services or as a dividend or otherwise, or to subscribe for or purchase any obligations, bonds, notes, debentures, other securities or stock convertible into shares of stock of the Corporation of any class or carrying or evidencing any right to purchase shares of stock of any class.

(c) Section 203 (as amended from time to time) of the General Corporation Law of Delaware will not apply to any business combination (as defined in such law from time to time) of the Corporation with any interested stockholder (as defined in such law from time to time) of the Corporation.

FIFTH. The name and mailing address of the incorporator are as follows:

Name	Address
Scot Hill	1201 Walnut, Suite 2800 Kansas City, Missouri 64106

SIXTH. The number of directors of the Corporation will be fixed by, or in the manner provided in, the Bylaws. The names and mailing addresses of the persons who are to serve as the initial directors of the Corporation until such director’s successor is duly elected and qualified, or until such director’s earlier resignation or removal, are as follows:

Names	Addresses
John Sherman	Two Brush Creek Blvd., Suite 200 Kansas City, Missouri 64112

SEVENTH. Elections of directors need not be by ballot unless the Bylaws of the Corporation so provide.

EIGHTH. The original Bylaws of the Corporation will be adopted in any manner provided by law. Thereafter, the Bylaws of the Corporation may from time to time be amended or repealed, or new Bylaws may be adopted, in any of the following ways: (i) by the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote, or (ii) by a majority of the full Board of Directors, and any change so made by the stockholders may thereafter be further changed by a majority of the directors; provided, however, that the power of the Board of Directors to alter, amend or repeal the Bylaws, or to adopt new Bylaws, (A) may be denied as to any Bylaw or portion thereof by the stockholders if at the time of enactment the stockholders so expressly provide and (B) such power of the Board of Directors will not divest the stockholders of the power, nor limit their power to amend or repeal the Bylaws, or to adopt new Bylaws.

NINTH. The Corporation may agree to the terms and conditions upon which any director, officer, employee or agent accepts his office or position and in its Bylaws, by contract or in any other manner may agree to indemnify and protect any director, officer, employee or agent of the Corporation, or any person who serves at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the fullest extent permitted by the laws (including, without limitation, the statutes, case law and principles of equity) of the State of Delaware.

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Without limiting the generality of the foregoing provisions of this Article NINTH, to the fullest extent permitted or authorized by the laws of Delaware as now in effect and as the same may from time to time hereafter be amended, including without limitation the provisions of subsection (b)(7) of Section 102 of the General Corporation Law of Delaware, no director of the Corporation will be personally liable to the Corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the immediately preceding sentence will not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to or at the time of such repeal or modification.

TENTH. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the compromise or arrangement and the reorganization will, if sanctioned by the court to which the application has been made, be binding on all the creditors or class of creditors, or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

ELEVENTH. Except as may be otherwise provided by statute, the Corporation is entitled to treat the registered holder of any shares of the Corporation as the owner of such shares and of all rights derived from such shares for all purposes, and the Corporation is not obligated to recognize any equitable or other claim to or interest in such shares or rights on the part of any other person, including, but without limiting the generality of the term “person” to, a purchaser, pledgee, assignee or transferee of such shares or rights, unless and until such person becomes the registered holder of such shares. The foregoing applies whether or not the Corporation has either actual or constructive notice of the claim by or the interest of such person.

TWELFTH. The books of the Corporation may be kept (subject to any provisions contained in the statutes of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

THIRTEENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

The undersigned, for the purpose of forming a corporation under the General Corporation Law of Delaware, does hereby execute this Certificate, and does hereby declare and certify that this is his act and deed and the facts herein stated are true, and accordingly has executed this Certificate of Incorporation on July 8, 2005.

/s/ Scot Hill

Scot Hill, Incorporator

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EX-3.22

Exhibit 3.22

BYLAWS

OF

INERGY STORAGE, INC.

As adopted by the Board of Directors on July 8, 2005.

TABLE OF CONTENTS

			Page
ARTICLE I OFFICES AND RECORDS				1
	1.1	Corporate Offices		1
	1.2	Registered Office and Registered Agent		1
	1.3	Books, Accounts and Records, and Inspection Rights		1
ARTICLE II STOCKHOLDERS				1
	2.1	Place of Meetings		1
	2.2	Annual Meetings		1
	2.3	Special Meetings		2
	2.4	Consent of Stockholders in Lieu of Meeting		2
	2.5	Notice		2
	2.6	Waiver of Notice		2
	2.7	Quorum; Voting Requirements		3
	2.8	Proxies		3
	2.9	Voting		3
	2.10	Stockholders’ Lists		3
	2.11	Stock Ledger		4
ARTICLE III BOARD OF DIRECTORS				4
	3.1	Number		4
	3.2	Powers of the Board		4
	3.3	Meetings of the Newly Elected Board		4
	3.4	Notice of Meetings; Waiver of Notice		5
	3.5	Meetings by Conference Telephone or Similar Communications Equipment		5
	3.6	Action Without a Meeting		6
	3.7	Quorum; Voting Requirements		6
	3.8	Vacancies and Newly Created Directorships		6
	3.9	Committees		6
	3.10	Compensation		7
	3.11	Resignations		7
	3.12	Reliance on Records		7
ARTICLE IV OFFICERS				8
	4.1	Designations		8
	4.2	Term of Office		8
	4.3	Other Agents		8
	4.4	Removal		8
	4.5	Salaries and Compensation		8
	4.6	Delegation of Authority to Hire, Discharge and Designate Duties		9
	4.7	Chairman of the Board		9
	4.8	President		9
	4.9	Vice Presidents		10
	4.10	Secretary and Assistant Secretaries		10
	4.11	Treasurer and Assistant Treasurers		10
	4.12	Duties of Officers May Be Delegated		11

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ARTICLE V LIABILITY AND INDEMNIFICATION			11
	5.1	Limitation of Liability	11
	5.2	Indemnification, Generally	12
	5.3	Indemnification in Actions by Third Parties	12
	5.4	Indemnification in Derivative Actions	12
	5.5	Indemnification for Expenses	13
	5.6	Determination of Right to Indemnification	13
	5.7	Advancement of Expenses	13
	5.8	Non-Exclusivity	14
	5.9	Insurance	14
	5.10	Vesting of Rights	14
	5.11	Definitions	14
	5.12	Severability	15
ARTICLE VI STOCK			16
	6.1	Certificates for Shares of Stock	16
	6.2	Transfers of Stock	16
	6.3	Registered Stockholders	16
	6.4	Record Date	17
	6.5	Regulations	18
	6.6	Lost Certificates	18
ARTICLE VII CORPORATE FINANCE			18
	7.1	Dividends	18
	7.2	Creation of Reserves	18
ARTICLE VIII GENERAL PROVISIONS			19
	8.1	Fiscal Year	19
	8.2	Corporate Seal	19
	8.3	Depositories	19
	8.4	Contracts	19
	8.5	Amendments	19

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BYLAWS

OF

INERGY STORAGE, INC.

ARTICLE I

OFFICES AND RECORDS

1.1 Corporate Offices. The principal office of the Corporation shall be located at any place within or without the State of Delaware as designated in the Corporation’s most current Annual Report filed with the Delaware Secretary of State. The Corporation may have such other corporate offices and places of business anywhere within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

1.2 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Corporation in the State of Delaware shall be as stated in the Certificate of Incorporation or as determined from time to time by the Board of Directors and on file in the appropriate public offices of the State of Delaware pursuant to applicable provisions of law.

1.3 Books, Accounts and Records, and Inspection Rights. The books, accounts and records of the Corporation, except as otherwise required by the laws of the State of Delaware, may be kept outside of the State of Delaware, at such place or places as the Board of Directors may from time to time designate. Any stockholder, in person or by attorney or other agent, has the right upon written demand under oath, during regular business hours, to inspect, for any proper purpose, the Corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom.

ARTICLE II

STOCKHOLDERS

2.1 Place of Meetings. All meetings of the stockholders shall be held at the offices of the Corporation in Kansas City, Missouri, or at such other place either within or without the State of Delaware as is designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

2.2 Annual Meetings. An annual meeting of the stockholders of the Corporation shall be held on the second Wednesday in September of each year, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At such meeting, the stockholders shall elect directors by a plurality vote. Each director shall be elected to serve until his successor is duly elected and qualified, or until his earlier resignation or removal. At the annual meeting the stockholders may transact such other business as may be desired, whether or not the same was specified in the notice of the meeting, unless the consideration of such other business without its having been specified in the notice of the meeting as one of the purposes thereof is prohibited by law.

2.3 Special Meetings. Special meetings of the stockholders may be held for any purpose or purposes unless otherwise prohibited by statute or by the Certificate of Incorporation, and may be called by the Chairman of the Board, by the President, by the Secretary, by the Board of Directors, or by the holders of, or by any officer or stockholder upon the written request of the holders of, not less than 20% of the outstanding stock entitled to vote on the subject matter at such meeting, and shall be called by any officer directed to do so by the Board of Directors or requested to do so in writing by a majority of the Board of Directors. Such written request shall state the purpose or purposes of the proposed meeting.

The “call” and the “notice” of any such meeting are deemed to be synonymous.

2.4 Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which the proceedings of meetings of stockholders are recorded.

Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.4 to the Corporation, written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

2.5 Notice. Written notice of each meeting of the stockholders, whether annual or special, stating the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes thereof, shall be given as provided in Section 6.4 of these Bylaws to each stockholder of record of the Corporation entitled to vote at such meeting, either personally or by mail, not less than 10 days nor more than 60 days prior to the meeting. If mailed, such notice shall be deemed to be delivered when it is deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

2.6 Waiver of Notice. Whenever any notice is required to be given to any stockholder under any law, the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance by a

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stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these Bylaws.

2.7 Quorum; Voting Requirements. The holders of a majority of the outstanding shares of stock entitled to vote at any meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of any business, except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws. In all matters other than the election of directors, the affirmative vote of a majority in amount of stock of such quorum shall be valid as a corporate act, except in those specific instances in which a larger vote is required by law or by the Certificate of Incorporation or by these Bylaws. Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting at which a quorum is present and entitled to vote on the election of directors.

If the holders of a majority of the outstanding shares of stock entitled to vote are not present in person or represented by proxy, at a meeting of stockholders, the holders of a majority of the stock present in person or represented by proxy at such meeting shall have power successively to adjourn the meeting from time to time to a specified time and place, without notice to anyone other than an announcement at the meeting at which such adjournment is taken, until a quorum is present in person or by proxy. At such adjourned meeting at which a quorum is present in person or by proxy, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.8 Proxies. At all meetings of stockholders, every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing or by the transmission of a telegram, cablegram, or other means of electronic transmission which sets forth or is submitted with information from which it can be determined that the transmission was authorized by the stockholder. No proxy shall be voted or acted upon after three years from its date unless the proxy shall provide for a longer period.

2.9 Voting. Unless otherwise provided by the Certificate of Incorporation, each stockholder shall have one vote for each share of stock entitled to vote at such meeting registered in his name on the books of the Corporation including, without limitation, respecting the election of directors. At all meetings of stockholders the voting may be otherwise than by ballot, including the election of directors, except that, unless otherwise provided by the Certificate of Incorporation, any qualified voter may demand a vote by ballot on any matter, in which event such vote shall be taken by ballot.

2.10 Stockholders’ Lists. The Secretary or an Assistant Secretary, who shall have charge of the stock ledger, shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares

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registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

2.11 Stock Ledger. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required under Section 2.10 of these Bylaws or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

ARTICLE III

BOARD OF DIRECTORS

3.1 Number. Unless and until changed by the Board of Directors as hereinafter provided, the number of directors to constitute the Board of Directors shall be the same as the number of directors provided for the first Board in the Certificate of Incorporation or, if not so provided, shall be the same as the number of directors elected by the incorporator or incorporators as the initial directors of the Corporation. The Board of Directors has the power to change the number of directors by resolution adopted by a majority of the whole Board unless that number of directors is established in the Certificate of Incorporation. If the number of directors is established in the Certificate of Incorporation, then the number may be changed only by amendment. Unless otherwise provided for in the Certificate of Incorporation, directors need not be stockholders of the Corporation.

3.2 Powers of the Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities by these Bylaws and the Certificate of Incorporation expressly conferred upon it, the Board of Directors may exercise all such powers of the Corporation, and do all such lawful acts and things, that are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

3.3 Meetings of the Newly Elected Board. The first meeting of the members of each newly elected Board of Directors shall be held (a) at such time and place either within or without the State of Delaware as is suggested or provided by resolution of the stockholders at the meeting at which such newly elected Board was elected, and no notice of such meeting is necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum is present, or (b) if not so suggested or provided for by resolution of the stockholders or if a quorum is not present, at such time and place as is consented to in writing by a majority of the newly elected directors, provided that written or printed notice of such meeting shall be given to each of the other directors in the same manner as provided in Section 3.4 of these Bylaws with respect to the giving of notice for special meetings of the Board except that it is not necessary to state the purpose of the meeting in such notice, or (c) regardless of whether or not the time and place of such meeting shall be suggested or provided for by resolution of the stockholders, at such time and place as shall be consented to in writing by all of the newly elected directors.

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Every director of the Corporation, upon his election, shall qualify by accepting the office of director, and his attendance at, or his written approval of the minutes of, any meeting of the Board subsequent to his election shall constitute his acceptance of such office; or he may execute such acceptance by a separate writing, which shall be placed in the minute book.

3.4 Notice of Meetings; Waiver of Notice.

(a) Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and places either within or without the State of Delaware as shall from time to time be fixed by resolution adopted by the full Board of Directors. Any business may be transacted at a regular meeting.

(b) Special Meetings.

(i) Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the President, any Vice President, the Secretary, or any of the directors. The place may be within or without the State of Delaware as designated in the notice.

(ii) Written notice of each special meeting of the Board, stating the place, date and hour of the meeting and the purpose or purposes thereof, shall be mailed to each director addressed to him at his residence or usual place of business at least three days before the day on which the meeting is to be held, or shall be sent to him by telegram, or delivered to him personally, at least two days before the day on which the meeting is to be held. If mailed, such notice shall be deemed to be delivered when it is deposited in the United States mail with postage thereon addressed to the director at his residence or usual place of business. If given by telegraph, such notice shall be deemed to be delivered when it is delivered to the telegraph company. The notice may be given by any person having authority to call the meeting.

(iii) “Notice” and “call” with respect to such meetings shall be deemed to be synonymous.

(c) Waiver of Notice. Whenever any notice is required to be given to any director under any law, the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the director entitled to notice, whether before or after the time stated therein, is deemed equivalent to the giving of such notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because it was not lawfully called or convened. Neither the business to be transacted at, nor the purposes of, any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these Bylaws.

3.5 Meetings by Conference Telephone or Similar Communications Equipment. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by that means constitutes presence in person at such meeting.

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3.6 Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

3.7 Quorum; Voting Requirements.

(a) Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, a majority of the total number of directors constitutes a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

(b) If at least one-third of the total number of directors is present at any meeting at which a quorum is not present, a majority of the directors present at such meeting shall have power successively to adjourn the meeting from time to time to a subsequent date, without notice to any director other than announcement at the meeting at which the adjournment is taken. At such subsequent session of the adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting which was adjourned. If the adjournment is for more than 30 days, a notice of the subsequent session of the adjourned meeting shall be given each director.

3.8 Vacancies and Newly Created Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, unless it is otherwise provided in the Certificate of Incorporation or these Bylaws, and any director so chosen shall hold office until such director’s successor is duly elected and qualified, or until such director’s earlier resignation or removal. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

3.9 Committees.

(a) The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

(b) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

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(c) Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylaws, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority of the Board of Directors with respect to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and, unless the resolution, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have power or authority to declare a dividend or to authorize the issuance of stock or to adopt a Certificate of Ownership and Merger.

(d) All committees so appointed shall, unless otherwise provided by the Board of Directors, keep regular minutes of the transactions at their meetings and shall cause them to be recorded in books kept for that purpose in the office of the Corporation and shall report the same to the Board of Directors at its next meeting. The Secretary or an Assistant Secretary of the Corporation may act as secretary of the committee if the committee so requests.

3.10 Compensation. Unless otherwise restricted by law, the Certificate of Incorporation or these Bylaws, the Board of Directors may, by resolution, fix the compensation to be paid directors for serving as directors of the Corporation and may, by resolution, fix a sum which shall be allowed and paid for attendance at each meeting of the Board of Directors and may provide for reimbursement of expenses incurred by directors in attending each meeting; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving his regular compensation therefor. Members of standing or temporary committees may be allowed similar compensation for attending standing or temporary committee meetings.

3.11 Resignations. Any director may resign at any time upon written notice to the Corporation. Such resignation shall take effect at the time specified therein or shall take effect upon receipt thereof by the Corporation if no time is specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.12 Reliance on Records. A director, or a member of any committee designated by the Board of Directors, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

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ARTICLE IV

OFFICERS

4.1 Designations.

(a) The officers of the Corporation are a Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a Treasurer, one or more Assistant Secretaries and one or more Assistant Treasurers. The Board of Directors shall elect a President and a Secretary at its first meeting after each annual meeting of the stockholders. The Board then, or from time to time, may also elect one or more of the other prescribed officers as it may deem advisable, but need not elect any officers other than a President and a Secretary. The Board may, if it desires, elect or appoint additional officers and may further identify or describe any one or more of the officers of the Corporation.

(b) Officers of the Corporation need not be members of the Board of Directors. Any two or more offices may be held by the same person.

(c) An officer shall be deemed qualified when he enters upon the duties of the office to which he has been elected or appointed and furnishes any bond required by the Board of Directors; but the Board may also require his written acceptance and promise faithfully to discharge the duties of such office.

4.2 Term of Office. Each officer of the Corporation shall hold his office at the pleasure of the Board of Directors or for such other period as the Board may specify at the time of his election or appointment, or until his death, resignation or removal by the Board, whichever first occurs. In any event, each officer of the Corporation who is not reelected or reappointed at the annual election of officers by the Board next succeeding such person’s election or appointment shall be deemed to have been removed by the Board, unless the Board provides otherwise at the time of such person’s election or appointment.

4.3 Other Agents. The Board of Directors from time to time may appoint such other agents for the Corporation as it deems necessary or advisable, each of whom shall serve at the pleasure of the Board or for such period as the Board may specify, and shall exercise such powers, have such titles and perform such duties as shall be determined from time to time by the Board or by an officer empowered by the Board to make such determinations.

4.4 Removal. Any officer or agent elected or appointed by the Board of Directors, and any employee, may be removed or discharged by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal or discharge shall be without prejudice to the contract rights, if any, of the person so removed or discharged.

4.5 Salaries and Compensation. Salaries and compensation of all elected officers of the Corporation shall be fixed, increased or decreased by the Board of Directors, but this power, except as to the salary or compensation of the Chairman of the Board and the President, may, unless prohibited by law, be delegated by the Board to the Chairman of the Board or the President, or may be delegated to a committee. Salaries and compensation of all appointed officers, agents and employees of the Corporation may be fixed, increased or decreased by the

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Board of Directors, but until action is taken with respect thereto by the Board of Directors, the same may be fixed, increased or decreased by the President or such other officer or officers as may be empowered by the Board of Directors to do so.

4.6 Delegation of Authority to Hire, Discharge and Designate Duties. The Board of Directors from time to time may delegate to the Chairman of the Board, the President or other officer or executive employee of the Corporation, authority to hire and discharge and to fix and modify the duties and salary or other compensation of employees of the Corporation under their jurisdiction, and the Board may delegate to such officer or executive employee similar authority with respect to obtaining and retaining for the Corporation the services of attorneys, accountants and other experts.

4.7 Chairman of the Board. If a Chairman of the Board is elected, he shall preside at all meetings of the stockholders and directors at which he may be present and shall have such other duties, powers and authority as may be prescribed elsewhere in these Bylaws. The Board of Directors may delegate such other authority and assign such additional duties to the Chairman of the Board, other than those conferred by law exclusively upon the President, as the Board may from time to time determine, and, to the extent permissible by law, the Board may designate the Chairman of the Board as the chief executive officer of the Corporation with all of the powers otherwise conferred upon the President of the Corporation under Section 4.8 of these Bylaws, or it may, from time to time, divide the responsibilities, duties and authority for the general control and management of the Corporation’s business and affairs between the Chairman of the Board and the President.

4.8 President.

(a) Unless the Board of Directors otherwise provides, the President shall be the chief executive officer of the Corporation with such general executive powers and duties of supervision and management as are usually vested in the office of the chief executive officer of a corporation, and he shall carry into effect all directions and resolutions of the Board. The President, in the absence of the Chairman of the Board or if there is no Chairman of the Board, shall preside at all meetings of the stockholders and directors.

(b) The President may execute all bonds, notes, debentures, mortgages and other instruments for and in the name of the Corporation, may cause the corporate seal to be affixed thereto, and may execute all other instruments for and in the name of the Corporation.

(c) Unless the Board of Directors otherwise provides, the President, or any person designated in writing by him, shall have full power and authority on behalf of the Corporation to (i) attend and to vote or take action at any meeting of the holders of securities of corporations in which this Corporation may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to being a holder of such securities, and (ii) execute and deliver waivers of notice and proxies for and in the name of the Corporation with respect to any securities held by the Corporation.

(d) The President shall, unless the Board of Directors otherwise provides, be a non-voting member of all standing committees.

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(e) The President shall have such other or further duties and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.

(f) If a chairman of the board is elected or appointed and designated as the chief executive officer of the Corporation, as provided in Section 4.7 of these Bylaws, the President shall perform such duties as may be specifically delegated to him by the Board of Directors or are conferred by law exclusively upon him, and in the absence or disability of the Chairman of the Board or in the event of his inability or refusal to act, the President shall perform the duties and exercise the powers of the Chairman of the Board.

4.9 Vice Presidents. In the absence or disability of the President or in the event of his inability or refusal to act, any Vice President may perform the duties and exercise the powers of the President until the Board of Directors otherwise provides. Vice Presidents shall perform such other duties as the Board may from time to time prescribe.

4.10 Secretary and Assistant Secretaries.

(a) The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders, shall prepare minutes of all proceedings at such meetings and shall preserve them in a minute book of the Corporation. He shall perform similar duties for each standing or temporary committee when requested by the Board or such committee.

(b) The Secretary shall see that all books, records, lists and information, or duplicates, required to be maintained in the State of Delaware, or elsewhere, are so maintained.

(c) The Secretary shall keep in safe custody the seal of the Corporation, and shall have authority to affix the seal to any instrument requiring a corporate seal and, when so affixed, he may attest the seal by his signature. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

(d) The Secretary shall have the general duties, powers, responsibilities and authorities of a secretary of a corporation and shall perform such other duties and have such other responsibility and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors or the chief executive officer of the Corporation, under whose direct supervision the Secretary shall be.

(e) In the absence or disability of the Secretary or in the event of his inability or refusal to act, any Assistant Secretary may perform the duties and exercise the powers of the Secretary until the Board of Directors otherwise provides. Assistant Secretaries shall perform such other duties and have such other authority as the Board of Directors may from time to time prescribe.

4.11 Treasurer and Assistant Treasurers.

(a) The Treasurer shall have supervision and custody, and responsibility for the safekeeping, of the funds and securities of the Corporation, shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation and

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shall keep, or cause to be kept, all other books of account and accounting records of the Corporation. He shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors or by any officer of the Corporation to whom such authority has been granted by the Board.

(b) The Treasurer shall disburse, or permit to be disbursed, the funds of the Corporation as may be ordered, or authorized generally, by the Board of Directors, and shall render to the chief executive officer of the Corporation and the directors whenever they may require, an account of all his transactions as Treasurer and of those under his jurisdiction, and of the financial condition of the Corporation.

(c) The Treasurer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.

(d) The Treasurer shall have the general duties, powers, responsibilities and authorities of a treasurer of a corporation and shall, unless otherwise provided by the Board of Directors, be the chief financial and accounting officer of the Corporation.

(e) If required by the Board of Directors, the Treasurer shall give the Corporation a bond in a sum and with one or more sureties satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation, in the case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control which belong to the Corporation.

(f) In the absence or disability of the Treasurer or in the event of his inability or refusal to act, any Assistant Treasurer may perform the duties and exercise the powers of the Treasurer until the Board of Directors otherwise provides. Assistant Treasurers shall perform such other duties and have such other authority as the Board of Directors may from time to time prescribe.

4.12 Duties of Officers May Be Delegated. If any officer of the Corporation be absent or unable to act, or for any other reason that the Board of Directors may deem sufficient, the Board may delegate, for the time being, some or all of the functions, duties, powers and responsibilities of any officer to any other officer, or to any other agent or employee of the Corporation or other responsible person, provided a majority of the total number of directors concurs.

ARTICLE V

LIABILITY AND INDEMNIFICATION

5.1 Limitation of Liability. No person shall be liable to the Corporation or its stockholders for any loss, damage, liability or expense suffered by the Corporation on account of any action taken or omitted to be taken by such person as a director or officer of the Corporation or of any Other Enterprise which such person serves or has served as a director or officer at the

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request of the Corporation, if such person (a) acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or (b) took or omitted to take such action in reliance upon advice of counsel for the Corporation, or for such Other Enterprise, or upon statements made or information furnished by directors, officers, employees or agents of the Corporation, or of such Other Enterprise, which such person had no reasonable grounds to disbelieve.

5.2 Indemnification, Generally. In addition to and without limiting the rights to indemnification and advancement of expenses specifically provided for in the other Sections of this Article V, the Corporation shall indemnify and advance expenses to each person who is or was a director or officer of the Corporation or is or was serving at the Corporation’s request as a director or officer of any Other Enterprise to the full extent permitted by the laws of the State of Delaware as in effect on the date of the adoption of these Bylaws as may hereafter be amended.

5.3 Indemnification in Actions by Third Parties. The Corporation shall indemnify each person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of any Other Enterprise against all liabilities and expenses, including without limitation judgments, fines and amounts paid in settlement (provided that such settlement and all amounts paid in connection therewith are approved in advance by the Corporation using the procedures set forth in Section 5.6 of these Bylaws, which approval shall not be unreasonably withheld or delayed), attorneys’ fees, ERISA excise taxes or penalties, fines and other expenses actually and reasonably incurred by such person in connection with such action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding) if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided, however, that the Corporation shall not be required to indemnify or advance expenses to any such person or persons seeking indemnification or advancement of expenses in connection with an action, suit or proceeding initiated by such person including, without limitation, any cross-claim or counterclaim initiated by such person unless the initiation of such action, suit or proceeding was authorized by the Board of Directors of the Corporation. The termination of any such action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

5.4 Indemnification in Derivative Actions. The Corporation shall indemnify each person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of any Other Enterprise against all expenses (including attorneys’ fees) actually and reasonably incurred

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by such person in connection with the defense or settlement of such action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding) if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification under this Section 5.4 shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which the action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

5.5 Indemnification for Expenses. Notwithstanding the other provisions of this Article V, to the extent a person who is or was serving as a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of any Other Enterprise, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 5.3 and 5.4 of these Bylaws (including the dismissal of any such action, suit or proceeding without prejudice), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

5.6 Determination of Right to Indemnification. Prior to indemnifying a person pursuant to the provisions of Sections 5.2, 5.3 and 5.4 of these Bylaws, unless ordered by a court and except as otherwise provided by Section 5.5 of these Bylaws, the Corporation shall determine that such person has met the specified standard of conduct entitling such person to indemnification as set forth under Sections 5.3 and 5.4 of these Bylaws. Any determination that a person shall or shall not be indemnified under the provisions of Sections 5.2, 5.3 and 5.4 of these Bylaws shall be made by the Board of Directors (a) by a majority vote of directors who are not parties to such action, suit or proceeding, even though less than a quorum, (b) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (c) by the stockholders, and such determination shall be final and binding upon the Corporation; provided, however, that in the event such determination is adverse to the person or persons to be indemnified hereunder, such person or persons shall have the right to maintain an action in any court of competent jurisdiction against the Corporation to determine whether or not such person has met the requisite standard of conduct and is entitled to such indemnification hereunder. If such court action is successful and the person or persons shall be determined to be entitled to such indemnification, such person or persons shall be reimbursed by the Corporation for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

5.7 Advancement of Expenses. Expenses (including attorneys’ fees) actually and reasonably incurred by a person who may be entitled to indemnification hereunder in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to indemnification by the Corporation. Notwithstanding the foregoing, no advance shall be made by the Corporation if a determination

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is reasonably and promptly made by (a) the Board of Directors by a majority vote of the directors who are not parties to such action, suit or proceeding for which the advancement is requested, even though less than a quorum, or (b) if there are no such directors, or if such directors so direct, or even if obtainable, by independent legal counsel in a written opinion or (c) by the stockholders, that, based upon the facts known to the Board, independent legal counsel or stockholders at the time such determination is made, such person acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal proceeding, that such person believed or had reasonable cause to believe his conduct was unlawful. In no event shall any advancement of expenses be made in instances where the Board, independent legal counsel or stockholders reasonably determines that such person intentionally breached such person’s duty to the Corporation or its stockholders.

5.8 Non-Exclusivity. The indemnification and advancement of expenses provided by this Article V is not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Certificate of Incorporation, these Bylaws, any agreement, the vote of stockholders or disinterested directors, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and shall not limit in any way any right which the Corporation may have to make additional indemnifications with respect to the same or different persons or classes of person. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall, unless otherwise specifically provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, administrators and estate of such a person.

5.9 Insurance. Upon resolution passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of any Other Enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article V.

5.10 Vesting of Rights. The rights granted by this Article V shall be vested in each person entitled to indemnification hereunder as a bargained-for, contractual condition of such person’s serving or having served as a director or officer of the Corporation or serving at the request of the Corporation as a director or officer of any Other Enterprise and while this Article V may be amended or repealed, no such amendment or repeal shall release, terminate or adversely affect the rights of such person under this Article V with respect to any act taken or the failure to take any act by such person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

5.11 Definitions. For the purposes of this Article V, references to:

(a) The “Corporation” shall, if and only if the Board of Directors determines, include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate

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existence had continued, would have had power and authority to indemnify its directors or officers or persons serving at the request of such constituent corporation as a director or officer of any Other Enterprise, so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer of any Other Enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued;

(b) “Other Enterprise” or “Other Enterprises” shall include without limitation any other corporation, partnership, joint venture, trust or employee benefit plan;

(c) “director or officer of any Other Enterprise” shall include any person performing similar functions with respect to such Other Enterprise, whether incorporated or unincorporated;

(d) “fines” shall include any excise taxes assessed against a person with respect to an employee benefit plan;

(e) “defense” shall include investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and shall also include any defensive assertion of a cross-claim or counterclaim; and

(f) “serving at the request of the Corporation” shall include any service as a director or officer of a corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article V.

For purposes of this Article V, unless the Board of Directors of the Corporation determines otherwise, any director or officer of the Corporation who shall serve as a director or officer of any Other Enterprise of which the Corporation, directly or indirectly, is a stockholder or creditor, or in which the Corporation is in any way interested, shall be presumed to be serving as such director or officer at the request of the Corporation. In all other instances where any person shall serve as a director or officer of any Other Enterprise, if it is not otherwise established that such person is or was serving as such director or officer at the request of the Corporation, the Board of Directors of the Corporation shall determine whether such person is or was serving at the request of the Corporation, and it shall not be necessary to show any prior request for such service, which determination shall be final and binding on the Corporation and the person seeking indemnification.

5.12 Severability. If any provision of this Article V or the application of any such provision to any person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Article V and the application of such provision to other persons or circumstances shall not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all persons or entities and to give the

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maximum possible protection to persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if any director or officer of the Corporation, or any person who is or was serving at the request of the Corporation as a director or officer of any Other Enterprise, is entitled under any provision of this Article V to indemnification by the Corporation for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such person in connection with any threatened, pending or completed action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify such person for the portion thereof to which such person is entitled.

ARTICLE VI

STOCK

6.1 Certificates for Shares of Stock. Certificates for shares of stock shall be issued in numerical order, and each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the Chairman of the Board or the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares owned by such stockholder. Any of or all the signatures on such certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar who signed such certificate, or whose facsimile signature shall have been used thereon, were such officer, transfer agent or registrar of the Corporation at the date of issue.

6.2 Transfers of Stock. Transfers of stock shall be made only upon the stock transfer books of the Corporation, kept at the office of the Corporation or of the transfer agent designated to transfer the class of stock, and before a new certificate is issued the old certificate shall be surrendered for cancellation, subject to Section 6.6 of these Bylaws. Until and unless the Board of Directors appoints some other person, firm or Corporation as its transfer agent (and upon the revocation of any such appointment, thereafter until a new appointment is similarly made), the Secretary of the Corporation shall be the transfer agent of the Corporation without the necessity of any formal action of the Board, and the Secretary, or any person designated by him, shall perform all of the duties of such transfer agent.

6.3 Registered Stockholders. Only registered stockholders are entitled to be treated by the Corporation as the holders and owners in fact of the shares standing in their respective names, and the Corporation is not bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it has express or other notice thereof, except as expressly provided by the laws of Delaware.

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6.4 Record Date.

(a) Stockholders’ Meetings. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) Consent of Stockholders to Action Without a Meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall be effective for no more than 60 days after such record date. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by any statute, the Certificate of Incorporation or these Bylaws, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded and which date shall be effective for 60 days after such record date. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by any statute, the Certificate of Incorporation or any Bylaw, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action, and which date shall be effective for 60 days after such record date.

(c) Dividends and Other Distributions. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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6.5 Regulations. The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, conversion and registration of certificates for shares of stock of the Corporation, not inconsistent with the laws of Delaware, the Certificate of Incorporation and these Bylaws.

6.6 Lost Certificates. The Board of Directors may direct that a new certificate or certificates be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates to be lost, stolen or destroyed. When authorizing the issue of such replacement certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such allegedly lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertified shares.

ARTICLE VII

CORPORATE FINANCE

7.1 Dividends. Dividends on the outstanding shares of stock of the Corporation, subject to the provisions of the Certificate of Incorporation and of any applicable law and of these Bylaws, may be declared by the Board of Directors at any meeting. Subject to such provisions, dividends may be paid in cash, in property or in shares of stock of the Corporation. A member of the Board of Directors, or a member of any committee designated by the Board of Directors, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s stock might properly be purchased or redeemed.

7.2 Creation of Reserves. The Board of Directors may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose or may abolish any such reserve.

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ARTICLE VIII

GENERAL PROVISIONS

8.1 Fiscal Year. The Board of Directors shall have power to fix and from time to time change the fiscal year of the Corporation. In the absence of action by the Board of Directors, the fiscal year of the Corporation shall end each year on the date that the Corporation treated as the close of its first fiscal year, until such time, if any, as the fiscal year is changed by the Board of Directors.

8.2 Corporate Seal. The Corporation shall not use a corporate seal.

8.3 Depositories. The moneys of the Corporation shall be deposited in the name of the Corporation in such bank or banks or other depositories as the Board of Directors designates, and shall be drawn out only by check or draft signed by persons designated by resolution adopted by the Board of Directors. Notwithstanding the foregoing the Board of Directors may by resolution authorize an officer or officers of the Corporation to designate any bank or banks or other depositories in which moneys of the Corporation may be deposited, and to designate the person or persons who may sign checks or drafts on any particular account or accounts of the Corporation, whether created by direct designation of the Board of Directors or by an authorized officer or officers as aforesaid.

8.4 Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument for, and in the name of, the Corporation, and such authority may be general or confined to specific instances.

8.5 Amendments. These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, in the manner provided in the Certificate of Incorporation.

CERTIFICATE

The undersigned Secretary of Inergy Storage, Inc., a Delaware corporation, hereby certifies that the foregoing Bylaws are the original Bylaws of the Corporation adopted by the initial director named in the Certificate of Incorporation.

Dated as of July 8, 2005.

/s/ Laura Ozenberger

Laura Ozenberger

Vice President – General Counsel and Secretary

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EX-3.23

Exhibit 3.23

CERTIFICATE OF FORMATION

OF

INERGY PIPELINE EAST, LLC

The undersigned, for the purpose of forming a limited liability company (the “Company”) under the Delaware Limited Liability Company Act (the “Act”), hereby makes, acknowledges and files this Certificate of Formation:

FIRST. The name of the Company is:

Inergy Pipeline East, LLC

SECOND. The address of the Company’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of its registered agent at such address for service of process is Corporation Service Company.

THIRD. The Company will commence its existence on the date this Certificate of Formation is filed with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned, for the purpose of forming a limited liability company under the Act, has executed this Certificate of Formation on Feburary 26, 2010.

INERGY PIPELINE EAST, LLC
By:	/s/ Laura L. Ozenberger
	Laura L. Ozenberger
	Senior Vice President – General Counsel and Secretary
	Authorized Person

EX-3.24

Exhibit 3.24

LIMITED LIABILITY COMPANY AGREEMENT

OF

INERGY PIPELINE EAST, LLC

TABLE OF CONTENTS

		Page
ARTICLE I - DEFINITIONS			1
1.1	Terms Defined Herein		1
1.2	Other Definitional Provisions		3
ARTICLE II - BUSINESS PURPOSES AND OFFICES			3
2.1	Name; Business Purpose		3
2.2	Powers		3
2.3	Principal Office		5
2.4	Registered Office and Registered Agent		5
2.5	Amendment of the Certificate		5
2.6	Effective Date		5
2.7	Liability of Member		5
2.8	Interest Not Acquired for Resale		5
ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS			5
3.1	Capital Contributions		5
3.2	Additional Capital Contributions		5
3.3	Capital Accounts		6
3.4	Capital Withdrawal Rights, Interest		6
3.5	Loans		6
ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS			6
4.1	Non-Liquidation Cash Distributions		6
4.2	Liquidation Distributions		6
4.3	Income, Losses and Credits		6
4.4	Withholding of Distributions		6
4.5	Tax Withholding		7
4.6	Reserves		7
ARTICLE V - MANAGEMENT			7
5.1	Management		7
5.2	Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents		7
5.3	Limitation of Liability; Indemnification		7
5.4	Contracts with the Member or Affiliates		11
5.5	Other Business Ventures		11
ARTICLE VI - OFFICERS			11
6.1	Officers		11
6.2	Compensation		13
ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS			13
7.1	Fiscal Year		13
7.2	Books and Records		13

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7.3	Bank Accounts	13
ARTICLE VIII - TRANSFERS OF INTERESTS		13
8.1	General Provisions	13
8.2	Redemption of Interests	14
ARTICLE IX - DISSOLUTION AND TERMINATION		14
9.1	Events Causing Dissolution	14
9.2	Effect of Dissolution	14
9.3	Application of Proceeds	14
ARTICLE X - MISCELLANEOUS		14
10.1	Title to the Property	14
10.2	Nature of Interest in the Company	14
10.3	Notices and Determinations	14
10.4	No Third Party Rights	14
10.5	Amendments to this Agreement	15
10.6	Severability	15
10.7	Binding Agreement	15
10.8	Headings	15
10.9	Governing Law	15

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LIMITED LIABILITY COMPANY AGREEMENT

OF

INERGY PIPELINE EAST, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made as of February __, 2010, by Inergy Pipeline East, LLC, a Delaware limited liability company (the “Company”), and Inergy Midstream, LLC, a Delaware limited liability company (the “Member”).

RECITAL:

The Member has caused the Company to be formed as a limited liability company under the Delaware Limited Liability Company Act and the Member desires to adopt this Agreement as the limited liability company agreement of the Company.

AGREEMENT:

In consideration of the premises and the agreements contained herein, the undersigned declare and agree as follows:

ARTICLE I - DEFINITIONS

1.1 Terms Defined Herein. As used herein, the following terms have the following meanings, unless the context otherwise specifies:

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Agreement” means the Limited Liability Company Agreement of the Company as amended from time to time.

“Available Cash” means the aggregate amount of cash on hand or in bank, money market or similar accounts of the Company as of the end of each fiscal quarter derived from any source (other than capital contributions and Liquidation Proceeds) that the Member determines is available for distribution to the Member after taking into account any amount required or appropriate to maintain a reasonable amount of Reserves.

“Capital Account” means the account established and maintained by the Company for the Member and any Transferee pursuant to Section 3.3.

“Certificate” means the Certificate of Formation of the Company filed with the Delaware Secretary of State, as amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provisions of future federal tax laws.

“Company” means Inergy Pipeline East, LLC, a Delaware limited liability company.

“Credits” means all tax credits allowed by the Code with respect to activities of the Company or the Property.

“Distributions” means any distributions by the Company to the Member of Available Cash or Liquidation Proceeds or other amounts.

“Fair Value” of an asset means its fair market value.

“Income” and “Loss” mean, respectively, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with the Code.

“Interest” refers to all of the Member’s rights and interests in the Company in the Member’s capacity as a Member, all as provided in the Certificate, this Agreement and the Act, including, without limitation, the Member’s interest in the capital, income, gain, deductions, losses, and credits of the Company.

“Liquidation Proceeds” means all Property at the time of liquidation of the Company and all proceeds thereof.

“Member” means Inergy Midstream, LLC, a Delaware limited liability company, or any successor-in-interest to Inergy Midstream, LLC who becomes a Member as provided in this Agreement.

“Officers” means the officers of the Company as described in Article VI.

“Person” means any individual, partnership, limited liability company, corporation, cooperative, trust or other entity.

“Property” means all properties and assets that the Company may own or otherwise have an interest in from time to time.

“Reserves” means amounts set aside from time to time by the Member pursuant to Section 4.6 of this Agreement.

“Substitute Member” has the meaning set forth in Section 8.1.

“Transfer” means (i) when used as a verb, to give, sell, exchange, assign, transfer, pledge, hypothecate, bequeath, devise or otherwise dispose of or encumber, and (ii) when used as a noun, the nouns corresponding to such verbs, in either case voluntarily or involuntarily, by operation of law or otherwise.

“Transferee” has the meaning set forth in Section 8.1.

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1.2 Other Definitional Provisions.

(a) As used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, have the respective meanings given to them under generally accepted accounting principles.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.

(c) Words of the singular number are deemed to include the plural number, and vice versa, where applicable.

ARTICLE II - BUSINESS PURPOSES AND OFFICES

2.1 Name; Business Purpose. The name of the Company is as stated in the Certificate. The business purpose of the Company is to (a) operate an intrastate natural gas pipeline in New York, (b) manage, operate, lease, sell and otherwise deal with any and all assets or properties contributed to the Company by the Member or hereafter acquired by the Company, (c) serve as the sole member or stockholder of its Subsidiaries and, in connection therewith, to exercise all the rights and powers conferred upon the Company as the sole member or stockholder of such Subsidiaries pursuant to the operating agreements or charter documents of each of such Subsidiaries, (d) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the Member and which lawfully may be conducted by a limited liability company organized pursuant to the Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity, and (e) do anything necessary or appropriate that the Member reasonably determines, as of the date of the acquisition or commencement of such activity, that such activity (i) generates “qualifying income” (as such term is defined pursuant to Section 7704 of the Code) or (ii) enhances the operations of an activity of the Company, and to do any and all things necessary, appropriate or incidental thereto. The Company is formed only for such business purpose and will not be deemed to create any declaration or agreement by the Company or the Member with respect to any other activities whatsoever other than the activities within such business purpose.

2.2 Powers. In addition to the powers and privileges conferred upon the Company by law and those incidental thereto, the Company has the same powers as a natural person to do all things necessary or convenient to carry out its business and affairs, including, without limitation, the power to do the following:

(a) Sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name;

(b) Issue, by sale or otherwise, or acquire, by purchase, redemption or otherwise, any Interest;

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(c) Purchase, take, receive, lease as lessee, take by gift, legacy, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with any real or personal property, or any interest therein, wherever situated;

(d) Sell, convey, mortgage, pledge, lease as lessor, exchange, transfer, and otherwise dispose of all, any part of, or any interest in, its property and assets;

(e) Lend money to and otherwise assist its Member and employees, except as otherwise provided in this Agreement or the Certificate;

(f) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign limited liability companies, corporations, associations, general or limited partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g) Incur liabilities, borrow money for its proper purposes at any rate of interest that the Company may determine without regard to the restrictions of any usury law of the State of Delaware, issue notes, bonds, and other obligations, secure any of its obligations by mortgage or pledge or deed of trust of all or any part of its property, franchises, and income, and make contracts, including contracts of guaranty and suretyship;

(h) Invest its surplus funds from time to time, lend money for its proper purposes, and take and hold real and personal property as security for payment of funds so loaned or invested;

(i) Conduct its business, carry on its operations, have offices within and without the State of Delaware, and exercise in any other state, territory, district, or possession of the United States or in any foreign country the powers granted by the Act, the Certificate or this Agreement;

(j) Appoint agents and hire employees of the Company, define their duties, and fix their compensation and to indemnify them to the extent and in the manner permitted by law;

(k) Make and alter this Agreement, in any manner not inconsistent with the Certificate or with the laws of the State of Delaware, for the administration and regulation of the affairs of the Company;

(l) Make donations for the public welfare or for charitable, scientific, religious, or educational purposes, lend money to the government, and transact any lawful business in aid of the United States;

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(m) Establish deferred compensation plans, pension plans, profit-sharing plans, bonus plans, option plans, and other incentive plans for its employees and make the payments provided for therein;

(n) Become a promoter, partner, member, associate, or manager of any general partnership, limited partnership, joint venture or similar association, any other limited liability company, or other enterprise; and

(o) Cease the activities of the Company and surrender the franchise of the Company.

2.3 Principal Office. The principal office of the Company will be located at such place or places as the Member may determine from time to time.

2.4 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Company in the State of Delaware will be as stated in the Certificate. The registered office and registered agent of the Company in the State of Delaware may be changed, from time to time, by the Member.

2.5 Amendment of the Certificate. The Company will amend the Certificate at such time or times and in such manner as may be required by the Act and this Agreement.

2.6 Effective Date. This Agreement is effective on the date of this Agreement.

2.7 Liability of Member. No Member, solely by reason of being a Member, will be liable, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will not be grounds for imposing liability on the Member for liabilities of the Company.

2.8 Interest Not Acquired for Resale. The Member is acquiring an Interest for the Member’s own account as an investment and without an intent to distribute such Interest, which Interest has not been registered under the Securities Act of 1933, as amended, or any state securities laws, and the Member’s Interest may not be resold or transferred without appropriate registration or the availability of an exemption from such requirements.

ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS

3.1 Capital Contributions. Prior to or upon execution of this Agreement, the Member has or will contribute to the capital of the Company the cash and other assets set forth in Schedule A attached hereto.

3.2 Additional Capital Contributions. The Member is not obligated to make any additional contributions to the capital of the Company and, accordingly, the Member is not liable for damage to the Company as a result of the failure of the Member to make any additional contributions. The Member may, however, make such additional contributions to the capital of the Company as determined from time to time and approved by the Member.

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3.3 Capital Accounts. A Capital Account will be maintained by the Company for the Member and any Transferee.

3.4 Capital Withdrawal Rights, Interest. Except as expressly provided in this Agreement, (a) the Member is not entitled to withdraw or reduce the Member’s Capital Account or to receive any Distributions, (b) the Member is not entitled to demand or receive any Distribution in any form other than in cash, and (c) the Member is not entitled to receive or be credited with any interest on any balance in the Member’s Capital Account at any time.

3.5 Loans. The Member may make loans to the Company in such amounts, at such times, and on such terms and conditions as may be determined and approved by the Member. Loans by the Member to the Company will not be considered as contributions to the capital of the Company.

ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS

4.1 Non-Liquidation Cash Distributions. The amount, if any, of Available Cash may be determined and distributed by the Member at any time and from time to time.

4.2 Liquidation Distributions. Liquidation Proceeds will be distributed in the following order of priority:

(a) To the payment of debts and liabilities of the Company (including to the Member to the extent otherwise permitted by law and applicable contractual restrictions) and the expenses of liquidation.

(b) Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves must be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person deems advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, will be distributed as hereinafter provided.

(c) The remainder to the Member.

4.3 Income, Losses and Credits. The Company’s Income or Loss, as the case may be, and applicable Credits, for each fiscal year of the Company, as determined in accordance with such method of accounting as may be adopted for the Company, will be allocated to the Member for both financial accounting and income tax purposes, except as otherwise provided for herein or unless the Member determines otherwise.

4.4 Withholding of Distributions. Notwithstanding any other provision of this Agreement, the Member (or any Person required or authorized by law to wind up the Company’s affairs) may suspend, reduce or otherwise restrict Distributions of Available Cash and Liquidation Proceeds when, in the Member’s sole opinion, such action is in the best interests of the Company.

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4.5 Tax Withholding. Notwithstanding any other provision of this Agreement, the Member may take any action that the Member determines is necessary or appropriate to cause the Company to comply with any withholding requirements established under any federal, state or local tax law, including, without limitation, withholding on any Distribution to the Member. For all purposes of this Article IV, any amount withheld on any Distribution and paid over to the appropriate governmental body may be treated as if such amount had in fact been distributed to the Member.

4.6 Reserves. The Member has the right to establish, maintain and expend Reserves to provide for working capital, for future maintenance, repair or replacement of the Property, for debt service, for future investments and for such other purposes as the Member may deem necessary or advisable.

ARTICLE V - MANAGEMENT

5.1 Management. Except as expressly limited by law or this Agreement, the Property, business and affairs of the Company will be managed by one natural person, as designated by the Member, who is referred to as the “Representative.” The Member hereby designates John J. Sherman as the Representative. The Representative will hold office until the Representative’s successor is designated by the Member or until the Representative’s earlier death or resignation.

5.2 Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents. The Member or the Member’s designee is authorized to execute and file with the Secretary of State of Delaware any document permitted or required by the Act. The Member hereby waives any requirement under the Act of receiving a copy of any document filed with the Secretary of State of Delaware. The Member hereby ratifies and affirms the Certificate as heretofore filed on behalf of the Company.

5.3 Limitation of Liability; Indemnification.

(a) Limitation. No Person will be liable to the Company or its Member for any loss, damage, liability or expense suffered by the Company or its Member on account of any action taken or omitted to be taken by such Person as a Member of the Company or by such Person while serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, if such Person discharges such Person’s duties in good faith, exercising the same degree of care and skill that a prudent person would have exercised under the circumstances in the conduct of such prudent person’s own affairs, and in a manner such Person reasonably believes to be in the best interest of the Company. The Member’s liability hereunder will be limited only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company.

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(b) Right to Indemnification. The Company will indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that such Person is or was a Member of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Company is not required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company is not required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Member; provided, further, that a Member will be indemnified hereunder only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company or any Other Enterprise and that the provisions of this Section 5.3 are not intended to extend indemnification to the Member for any actions taken or omitted to be taken by the Member in any other connection, including, but not limited to, any other express obligation of the Member undertaken in this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

(c) Enforcement of Indemnification. If the Company refuses to indemnify any Person who may be entitled to be indemnified or to have expenses advanced under this Section 5.3, such Person may maintain an action in any court of competent jurisdiction against the Company to determine whether or not such Person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the Person is determined to be entitled to such indemnification or advancement of expenses, such Person will be reimbursed by the Company for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

(d) Advancement of Expenses. Expenses (including attorneys’ fees) reasonably incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, will be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Person to repay such amount if it is ultimately determined that such Person is not entitled to indemnification by the Company. In no event will any advance be made in instances where the Member or independent legal counsel reasonably determines that such Person would not be entitled to indemnification hereunder.

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(e) Non-Exclusivity. The indemnification and the advancement of expenses provided by this Section 5.3 are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, or any agreement, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and will not limit in any way any right that the Company may have to make additional indemnifications with respect to the same or different Persons or classes of Persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.3 will continue as to a Person who has ceased to be a Member of the Company, and as to a Person who has ceased serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and will inure to the benefit of the heirs, executors and administrators of such Person.

(f) Insurance. Upon the approval of the Member the Company may purchase and maintain insurance on behalf of any Person who is or was a Member, agent or employee of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Company would have the power, or the obligation, to indemnify such Person against such liability under the provisions of this Section 5.3.

(g) Amendment and Vesting of Rights. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 5.3 may not be amended or repealed and the rights to indemnification and advancement of expenses created hereunder may not be changed, altered or terminated except by the Member. The rights granted or created hereby will be vested in each Person entitled to indemnification hereunder as a bargained-for, contractual condition of such Person’s serving or having served as a Member of the Company or serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and, while this Section 5.3 may be amended or repealed, no such amendment or repeal will release, terminate or adversely affect the rights of such Person under this Section 5.3 with respect to any act taken or the failure to take any act by such Person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

(h) Definitions. For purposes of this Section 5.3, references to:

(i) The “Company” includes, in addition to the resulting or surviving limited liability company (or other entity), any constituent limited liability company (or other entity) (including any constituent of a constituent) absorbed in a consolidation or merger so that any Person who is or was a member or manager of such constituent limited liability company (or other entity), or is or was serving at the request of such constituent limited liability company (or other entity) as a

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director, officer or in any other comparable position of any Other Enterprise stands in the same position under the provisions of this Section 5.3 with respect to the resulting or surviving limited liability company as such Person would if such Person had served the resulting or surviving limited liability company (or other entity) in the same capacity;

(ii) “Other Enterprises” or “Other Enterprise” includes, without limitation, any other limited liability company, corporation, partnership, joint venture, trust or employee benefit plan;

(iii) “fines” includes any excise taxes assessed against a person with respect to an employee benefit plan;

(iv) “defense” includes investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and also includes any defensive assertion of a cross-claim or counterclaim; and

(v) “serving at the request of the Company” includes any service as a director, officer or in any other comparable position that imposes duties on, or involves services by, a Person with respect to an employee benefit plan, its participants, or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan will be deemed to have acted “in the best interest of the Company” as referred to in this Section 5.3.

(i) Severability. If any provision of this Section 5.3 or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 5.3 and the application of such provision to other Persons or circumstances will not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable will modify and construe the provision so as to render it valid and enforceable as against all Persons and to give the maximum possible protection to Persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if the Member of the Company or any Person who is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, is entitled under any provision of this Section 5.3 to indemnification by the Company for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such Person in connection with any threatened, pending or completed action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Company will nevertheless indemnify such Person for the portion thereof to which such Person is entitled.

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5.4 Contracts with the Member or Affiliates. No contract or transaction between the Company and the Member or between the Company and any Person in which the Member is a director or officer, or has a financial interest, will be void or voidable solely for this reason, and the Member is not obligated to account to the Company for any profit or benefit derived by the Member if the Member consents to such contract or transaction.

5.5 Other Business Ventures. The Member may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others, whether or not similar to or in competition with the business of the Company, and neither the Company nor the Member will have any right by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom. The Member is not required to devote all of its time or business efforts to the affairs of the Company, but will devote so much of their time and attention to the Company as is reasonably necessary and advisable to manage the affairs of the Company to the best advantage of the Company.

ARTICLE VI - OFFICERS

6.1 Officers.

(a) Generally. The Representative, as set forth below, will appoint agents of the Company, referred to as “Officers” of the Company as described in this Section 6.1. Unless provided otherwise by resolution of the Member or Representative, the Officers will have the titles, power, authority and duties described below in this Section 6.1.

(b) Titles and Number. The Officers will be the Chairman of the Board of Directors (unless the Member or Representative provides otherwise), the President, any and all Vice Presidents, the Secretary and any and all Assistant Secretaries and any Treasurer and any and all Assistant Treasurers and any other Officers appointed pursuant to this Section 6.1. There may be appointed from time to time, in accordance with this Section 6.1, such Vice Presidents, Secretaries, Assistant Secretaries, Treasurers and Assistant Treasurers as the Member or Representative may desire. Any person may hold two or more offices.

(i) President. The Member or Representative will elect an individual to serve as President. The President will be the chief executive officer of the Company. The President may sign, with the secretary, an assistant secretary or any other proper officer of the Company thereunto duly authorized by the Member or Representative, any deeds, mortgages, bonds, contracts or other instruments which the Member or Representative has authorized to be executed except in cases where the execution thereof is expressly delegated by the Member or Representative or by this Agreement to some other officer or agent of the Company or is required by law to be otherwise executed. In general, the President will perform all duties incident to the office of President and chief executive officer of the Company and such other duties as may be prescribed from time to time by the Member or Representative.

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(ii) Vice Presidents. The Member or Representative, in their discretion, may elect one or more Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) will perform the duties of the President, and the Vice President, when so acting, will have all of the powers and be subject to all the restrictions upon the President. Each Vice President will perform such other duties as from time to time may be assigned by the President or the Member or Representative.

(iii) Secretary and Assistant Secretaries. The Member or Representative, in their discretion, may elect a Secretary and one or more Assistant Secretaries. The Secretary will record or cause to be recorded in books provided for that purpose the minutes of the meetings or actions of the Representative and of the Members, will see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, will be custodian of all records (other than financial), will see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, will perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Member, the Representative or the President. The Assistant Secretaries will exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.

(iv) Treasurer and Assistant Treasurers. The Member or Representative, in their discretion, may elect a Treasurer and one or more Assistant Treasurers. The Treasurer will keep or cause to be kept the books of account of the Company and will render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Member or Representative or the President. The Treasurer, subject to the order of the Member or Representative, will have the custody of all funds and securities of the Company. The Treasurer will perform all other duties commonly incident to his office and will perform such other duties and have such other powers as this Agreement, the Member, the Representative or the President, will designate from time to time. The Assistant Treasurers will exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers will possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving or in the absence of the appointed Treasurer and Assistant Treasurer, the President and chief executive officer, or such other Officer as the Member or Representative selects, will have the powers and duties conferred upon the Treasurer.

(c) Other Officers and Agents. The Member or Representative may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who will hold their offices for such terms and will exercise such powers and perform such duties as is determined from time to time by the Member or Representative.

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(d) Appointment and Term of Office. The Officers will be appointed by the Member or Representative at such time and for such terms as the Member or Representative determines. Any Officer may be removed, with or without Cause, only by the Member or Representative. Vacancies in any office may be filled only by the Member or Representative.

(e) Powers of Attorney. The Member or Representative may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

(f) Officers’ Delegation of Authority. Unless otherwise provided by resolution of the Member or Representative, no Officer has the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Member.

6.2 Compensation.

The Officers will receive such compensation for their services as may be designated by the Member or Representative. In addition, the Officers are entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder.

ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS

7.1 Fiscal Year. The fiscal year and taxable year of the Company ends on September 30 of each year, unless a different year is required by the Code or otherwise established by the Member.

7.2 Books and Records. At all times during the existence of the Company, the Company will cause to be maintained full and accurate books of account, which will reflect all Company transactions and be appropriate and adequate for the Company’s business. The books and records of the Company must be maintained at the principal office of the Company. The Member (or the Member’s designated representative) will have the right during ordinary business hours and upon reasonable notice to inspect and copy (at the Member’s own expense) all books and records of the Company.

7.3 Bank Accounts. All funds of the Company must be deposited in a separate bank, money market or similar account approved by the Member and in the Company’s name. Withdrawals therefrom may be made only by persons authorized to do so by the Member.

ARTICLE VIII - TRANSFERS OF INTERESTS

8.1 General Provisions. The Member may Transfer all or any part of the Member’s Interest. Upon any Transfer to any transferee (a “Transferee”) of all or any part of the Member’s Interest, such Transferee will become a Member of the Company in place of the Member (a “Substitute Member”) only to the extent that the Member has expressly stated such intention in

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writing. Except to the extent that a Transferee becomes a Substitute Member, such Transferee will not be entitled to exercise any rights as a Member in the Company, including the right to vote, grant approvals, or give consents with respect to the applicable Interest, the right to require any information or accounting of the Company’s business or the right to inspect the Company’s books and records, but such Transferee will only be entitled to receive, to the extent of the Interest transferred to such Transferee, the Distributions attributable thereto.

8.2 Redemption of Interests. Any Interest may be redeemed by the Company, by purchase or otherwise, as determined by the Member with the approval of the Member.

ARTICLE IX - DISSOLUTION AND TERMINATION

9.1 Events Causing Dissolution. The Company will be dissolved only upon the first to occur of the following events:

(a) The written determination of the Member to dissolve.

(b) Upon the entry of a decree of judicial dissolution under Section 18-802 of the Act.

9.2 Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Member will take such actions as may be required pursuant to the Act and will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Member will have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 9.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

9.3 Application of Proceeds. Upon dissolution and liquidation of the Company, the assets of the Company will be applied and distributed in the order of priority set forth in Section 4.2.

ARTICLE X - MISCELLANEOUS

10.1 Title to the Property. Title to the Property will be held in the name of the Company. The Member will not individually have any ownership interest or rights in the Property, except indirectly by virtue of the Member’s ownership of an Interest.

10.2 Nature of Interest in the Company. An Interest is personal property for all purposes.

10.3 Notices and Determinations. Any notice or determination required or permitted to be given or made by this Agreement or the Act is sufficient if given or made in writing.

10.4 No Third Party Rights. None of the provisions contained in this Agreement are for the benefit of or enforceable by any third parties, including, but not limited to, creditors of the Company; provided, however, the Company may enforce any rights granted to the Company under the Act, the Certificate, or this Agreement.

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10.5 Amendments to this Agreement. This Agreement may not be modified or amended in any manner other than by the Member.

10.6 Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement will not be affected thereby and will remain in full force and effect and will be enforced to the greatest extent permitted by law.

10.7 Binding Agreement. The provisions of this Agreement are binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

10.8 Headings. The headings of the Certificate and the sections of this Agreement are for convenience only and may not be considered in construing or interpreting any of the terms or provisions thereof and hereof.

10.9 Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Delaware.

The Company and the Member have executed this Agreement as of the date first written above.

INERGY PIPELINE EAST, LLC
By: INERGY MIDSTREAM, LLC, its sole Member
By:	/s/ John J. Sherman
	John J. Sherman,
	President and Chief Executive Officer
INERGY MIDSTREAM, LLC
By:	/s/ John J. Sherman
	John J. Sherman,
	President and Chief Executive Officer

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SCHEDULE A

Initial Capital Contribution

Description	Amount or Net Fair Value
Cash	$	1,000.00

EX-3.25

Exhibit 3.25

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:03 PM 11/17/2006

FILED 05:03 PM 11/17/2006

SRV 061058884 – 4254350 FILE

CERTIFICATION OF FORMATION

OF

TRES PALACIOS GAS STORAGE LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is TRES PALACIOS GAS STORAGE LLC (the “Company”).

2. The address of the registered office of the Company in the State of Delaware is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

3. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

SOLE MEMBER:
NGS ENERGY FUND, LP
By its General Partner, Westport Energy Advisors LLC, a Connecticut limited liability company
By:	/s/ Laura L. Luce
	Laura L. Luce
	Manager

EX-3.26

Exhibit 3.26

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

TRES PALACIOS GAS STORAGE LLC

TABLE OF CONTENTS

			Page
ARTICLE I - DEFINITIONS				1
	1.1	Terms Defined Herein		1
	1.2	Certain Interpretive Matters		2
ARTICLE II - BUSINESS PURPOSES AND OFFICES				3
	2.1	Name; Business Purpose		3
	2.2	Powers		3
	2.3	Principal Office		3
	2.4	Registered Office and Registered Agent		3
	2.5	Amendment of the Certificate		4
	2.6	Effective Date		4
	2.7	No Liability of Member, Representative or Officer		4
	2.8	Interest Not Acquired for Resale		4
ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS				4
	3.1	Capital Contributions		4
	3.2	Additional Capital Contributions		4
	3.3	Capital Accounts		4
	3.4	Capital Withdrawal Rights, Interest		4
	3.5	Loans		4
ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS				5
	4.1	Non-Liquidation Cash Distributions		5
	4.2	Liquidation Distributions		5
	4.3	Income, Losses and Credits		5
	4.4	Withholding of Distributions		5
	4.5	Tax Withholding		5
	4.6	Reserves		5
ARTICLE V - MANAGEMENT				6
	5.1	Management		6
	5.2	Officers		6
	5.3	Compensation		8
	5.4	Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents		8
	5.5	Limitation of Liability; Indemnification.		8
	5.6	Contracts with the Member, the Representative, Officers or Affiliates		11
	5.7	Other Business Ventures		11
ARTICLE VI - ACCOUNTING AND BANK ACCOUNTS				12
	6.1	Fiscal Year		12
	6.2	Books and Records		12
	6.3	Bank Accounts		12

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ARTICLE VII - TRANSFERS OF INTERESTS			12
	7.1	General Provisions	12
	7.2	Redemption of Interests	12
ARTICLE VIII - DISSOLUTION AND TERMINATION			12
	8.1	Events Causing Dissolution	12
	8.2	Effect of Dissolution	13
	8.3	Application of Proceeds	13
ARTICLE IX - MISCELLANEOUS			13
	9.1	Title to the Property	13
	9.2	Nature of Interest in the Company	13
	9.3	Notices and Determinations	13
	9.4	No Third Party Rights	13
	9.5	Amendments to this Agreement	13
	9.6	Severability	13
	9.7	Binding Agreement	13
	9.8	Governing Law	13

ii

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

TRES PALACIOS GAS STORAGE LLC

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) is made as of October 14, 2010, by Tres Palacios Gas Storage LLC, a Delaware limited liability company (the “Company”), and Inergy Midstream, LLC, a Delaware limited liability company (the “Member”).

The Company was formed as a limited liability company under the Delaware Limited Liability Company Act and the Member desires to adopt this Agreement as the limited liability company agreement of the Company.

The undersigned declare and agree as follows:

ARTICLE I - DEFINITIONS

1.1 Terms Defined Herein. As used herein, the following terms have the following meanings:

“Act” means the Delaware Limited Liability Company Act.

“Agreement” means the Limited Liability Company Agreement of the Company.

“Available Cash” means the aggregate amount of cash on hand or in bank, money market or similar accounts of the Company as of the end of each fiscal quarter, or other applicable period, derived from any source (other than capital contributions and Liquidation Proceeds) that the Member determines is available for distribution to the Member after taking into account any amount required or appropriate to maintain a reasonable amount of Reserves.

“Capital Account” means the account established and maintained by the Company for the Member and any Transferee pursuant to Section 3.3.

“Certificate” means the Certificate of Formation of the Company filed with the Delaware Secretary of State, as amended from time to time.

“Code” means the Internal Revenue Code of 1986.

“Company” means Tres Palacios Gas Storage LLC, a Delaware limited liability company.

“Credits” means all tax credits allowed by the Code with respect to activities of the Company or the Property.

“Distributions” means any distributions by the Company to the Member of Available Cash or Liquidation Proceeds or other amounts.

“Fair Value” of an asset means its fair market value.

“Income” and “Loss” mean, respectively, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with the Code.

“Interest” refers to all of the Member’s rights and interests in the Company in the Member’s capacity as a Member, all as provided in the Certificate, this Agreement and the Act, including the Member’s interest in the capital, income, gain, deductions, losses, and credits of the Company.

“Liquidation Proceeds” means all Property at the time of liquidation of the Company and all proceeds thereof.

“Member” means Inergy Midstream, LLC, or any successor-in-interest to Inergy Midstream, LLC who becomes a Member as provided in this Agreement.

“Person” means any individual, partnership, limited liability company, corporation, cooperative, trust or other entity.

“Property” means all properties and assets that the Company may own or otherwise have an interest in from time to time.

“Reserves” means amounts set aside from time to time by the Manager pursuant to Section 4.6.

“Substitute Member” has the meaning set forth in Section 7.1.

“Transfer” means (i) when used as a verb, to give, sell, exchange, assign, transfer, pledge, hypothecate, bequeath, devise or otherwise dispose of or encumber, and (ii) when used as a noun, the nouns corresponding to such verbs, in either case voluntarily or involuntarily, by operation of law or otherwise.

“Transferee” has the meaning set forth in Section 7.1.

1.2 Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties that:

(a) the captions of the articles, sections or subsections, or to the Table of Contents in this Agreement are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;

(b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;

(c) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;

(d) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;

(e) the meanings of the defined terms are applicable to both the singular and plural forms thereof;

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(f) all references to prices, values or monetary amounts refer to United States dollars;

(g) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;

(h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;

(i) the words “this Agreement,” “herein,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision, unless expressly so limited;

(j) the word “or” is disjunctive but not necessarily exclusive;

(k) all references to agreements or laws are deemed to refer to such agreements or laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and

(l) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principles.

ARTICLE II - BUSINESS PURPOSES AND OFFICES

2.1 Name; Business Purpose. The name of the Company is stated in the Certificate. The business purpose of the Company is to own and operate the Tres Palacios gas storage facility, and to do any and all things necessary, appropriate or incidental thereto. The Company is formed only for such business purpose and will not be deemed to create any declaration or agreement by the Company or the Member with respect to any other activities whatsoever other than the activities within such business purpose.

2.2 Powers. In addition to the powers and privileges conferred upon the Company by law and those incidental thereto, the Company has the same powers as a natural person to do all things necessary or convenient to carry out its business and affairs.

2.3 Principal Office. The principal office of the Company will be located at such place as the Member may determine from time to time.

2.4 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Company in the State of Delaware are stated in the Certificate. The registered office and registered agent of the Company in the State of Delaware may be changed, from time to time, by the Member.

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2.5 Amendment of the Certificate. The Company will amend the Certificate at such time or times and in such manner as may be required by the Act and this Agreement.

2.6 Effective Date. This Agreement is effective on the date of this Agreement. The Company will continue until dissolved pursuant to the Act, the Certificate, or this Agreement.

2.7 No Liability of Member, Representative or Officer. None of the Member, the Representative or any Officer, solely by reason of being a Member, the Representative or Officer, will not be liable, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member, Representative, Officer, agent or employee of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will not be grounds for imposing liability on the Member, the Representative or any Officer for liabilities of the Company.

2.8 Interest Not Acquired for Resale. The Member is acquiring an Interest for the Member’s own account as an investment and without an intent to distribute such Interest, which Interest has not been registered under the Securities Act of 1933 or any state securities laws, and the Member’s Interest may not be resold or transferred without appropriate registration or the availability of an exemption from such requirements.

ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS

3.1 Capital Contributions. The Member previously contributed to the capital of the Company the cash or other assets set forth in the books and records of the Company.

3.2 Additional Capital Contributions. The Member is not obligated to make any additional contributions to the capital of the Company and, accordingly, the Member will not be liable for damage to the Company as a result of the failure of the Member to make any additional contributions. The Member may, however, make such additional contributions to the capital of the Company as determined from time to time the Member.

3.3 Capital Accounts. A Capital Account will be maintained by the Company for the Member and any Transferee.

3.4 Capital Withdrawal Rights, Interest. Except as expressly provided in this Agreement, (a) the Member is not entitled to withdraw or reduce the Member’s Capital Account or to receive any Distributions, (b) the Member is not entitled to demand or receive any Distribution in any form other than in cash, and (c) the Member is not entitled to receive or be credited with any interest on any balance in the Member’s Capital Account at any time.

3.5 Loans. The Member may make loans to the Company in such amounts, at such times, and on such terms and conditions as may be determined by the Member. Loans by the Member to the Company will not be considered as contributions to the capital of the Company.

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ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS

4.1 Non-Liquidation Cash Distributions. The amount, if any, of Available Cash may be determined and distributed by the Member at any time and from time to time.

4.2 Liquidation Distributions. Liquidation Proceeds will be distributed in the following order of priority:

(a) To the payment of debts and liabilities of the Company (including to the Member to the extent otherwise permitted by law and applicable contractual restrictions) and the expenses of liquidation.

(b) Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves must be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person deems advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, will be distributed as hereinafter provided.

(c) The remainder to the Member.

4.3 Income, Losses and Credits. The Company’s Income or Loss, as the case may be, and applicable Credits, for each fiscal year of the Company, as determined in accordance with such method of accounting as may be adopted for the Company, will be allocated to the Member for both financial accounting and income tax purposes, except as otherwise provided for herein or unless the Member determines otherwise.

4.4 Withholding of Distributions. Notwithstanding any other provision of this Agreement, the Member (or any Person required or authorized by law to wind up the Company’s affairs) may suspend, reduce or otherwise restrict Distributions of Available Cash and Liquidation Proceeds when, in the Member’s sole opinion, such action is in the best interests of the Company.

4.5 Tax Withholding. Notwithstanding any other provision of this Agreement, the Member may take any action that the Member determines is necessary or appropriate to cause the Company to comply with any withholding requirements established under any federal, state or local tax law, including withholding on any Distribution to the Member. For all purposes of this Article IV, any amount withheld on any Distribution and paid over to the appropriate governmental body may be treated as if such amount had in fact been distributed to the Member.

4.6 Reserves. The Member may establish, maintain and expend Reserves to provide for working capital, for future maintenance, repair or replacement of the Property, for debt service, for future investments and for such other purposes as the Member may deem necessary or advisable.

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ARTICLE V - MANAGEMENT

5.1 Management. Except as expressly limited by law or this Agreement, the Property, business and affairs of the Company will be managed by one natural person, as designated by the Member, who is referred to as the “Representative.” The Member hereby designates John J. Sherman as the Representative. The Representative will hold office until the Representative’s successor is designated by the Member or until the Representative’s earlier death or resignation.

5.2 Officers.

(a) Generally. The Representative, as set forth below, will appoint agents of the Company, referred to as “Officers” of the Company as described in this Section 5.2. Unless provided otherwise by resolution of the Member or Representative, the Officers will have the titles, power, authority and duties described below in this Section 5.2.

(b) Titles and Number. The Officers will be the Chairman of the Board of Directors (unless the Member or the Representative provide otherwise), the President, any and all Vice Presidents, the Secretary and any and all Assistant Secretaries and any Treasurer and any and all Assistant Treasurers and any other Officers appointed pursuant to this Section 5.2. There may be appointed from time to time, in accordance with this Section 5.2, such Vice Presidents, Secretaries, Assistant Secretaries, Treasurers and Assistant Treasurers as the Member or Representative may desire. Any individual may hold more than one office.

(i) President. The Member or the Representative will elect an individual to serve as President. The President will be the chief executive officer of the Company. The President may sign, with the secretary, an assistant secretary or any other proper officer of the Company thereunto duly authorized by the Member or Representative, any deeds, mortgages, bonds, contracts or other instruments that the Member or Representative has authorized to be executed except in cases where the execution thereof is expressly delegated by the Member or the Representative or by this Agreement to some other Officer or agent of the Company or is required by law to be otherwise executed. In general, the President will perform all duties incident to the office of President and chief executive officer of the Company and such other duties as may be prescribed from time to time by the Member or the Representative.

(ii) Vice Presidents. The Member or the Representative, in their discretion, may elect one or more Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) will perform the duties of the President, and the Vice President, when so acting, will have all of the powers and be subject to all the restrictions upon the President. Each Vice President will perform such other duties as from time to time may be assigned by the President or the Member or the Representative.

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(iii) Secretary and Assistant Secretaries. The Member or the Representative, in their discretion, may elect a Secretary and one or more Assistant Secretaries. The Secretary will record or cause to be recorded in books provided for that purpose the minutes of the meetings or actions of the Representative and of the Members, will see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, will be custodian of all records (other than financial), will see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, will perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him or her by this Agreement, the Member, the Representative or the President. The Assistant Secretaries will exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.

(iv) Treasurer and Assistant Treasurers. The Member or the Representative, in their discretion, may elect a Treasurer and one or more Assistant Treasurers. The Treasurer will keep or cause to be kept the books of account of the Company and will render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Member or the Representative or the President. The Treasurer, subject to the order of the Member or the Representative, will have the custody of all funds and securities of the Company. The Treasurer will perform all other duties commonly incident to his office and will perform such other duties and have such other powers as this Agreement, the Member, the Representative or the President, will designate from time to time. The Assistant Treasurers will exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers will possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving or in the absence of the appointed Treasurer and Assistant Treasurer, the President and chief executive officer, or such other Officer as the Member or the Representative selects, will have the powers and duties conferred upon the Treasurer.

(c) Other Officers and Agents. The Member or the Representative may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who will hold their offices for such terms and will exercise such powers and perform such duties as is determined from time to time by the Member or the Representative.

(d) Appointment and Term of Office. The Officers will be appointed by the Member or the Representative at such time and for such terms as the Member or the Representative determines. Any Officer may be removed, with or without Cause, only by the Member or the Representative. Vacancies in any office may be filled only by the Member or the Representative.

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(e) Powers of Attorney. The Member or the Representative may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

(f) Officers’ Delegation of Authority. Unless otherwise provided by resolution of the Member or the Representative, no Officer has the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Member.

5.3 Compensation. The Officers will receive such compensation for their services as may be designated by the Member or the Representative. In addition, the Officers are entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder.

5.4 Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents. The Member, the Representative or any Officer is authorized to execute and file with the Secretary of State of Delaware any document permitted or required by the Act. The Member hereby waives any requirement under the Act of receiving a copy of any document filed with the Secretary of State of Delaware. The Member hereby ratifies and affirms the Certificate as heretofore filed on behalf of the Company.

5.5 Limitation of Liability; Indemnification.

(a) Limitation. No Person will be liable to the Company or its Member for any loss, damage, liability or expense suffered by the Company or its Member on account of any action taken or omitted to be taken on or after October 14, 2010 by such Person as a Member, Representative or Officer of the Company or by such Person while serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, if such Person discharges such Person’s duties in good faith, exercising the same degree of care and skill that a prudent person would have exercised under the circumstances in the conduct of such prudent person’s own affairs, and in a manner such Person reasonably believes to be in the best interest of the Company. The Member’s, Representative’s or Officer’s liability hereunder is limited only for those actions taken or omitted to be taken by such Member, Representative or Officer in connection with the management of the business and affairs of the Company.

(b) Right to Indemnification. The Company will indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that such Person is or was a Member, Representative or Officer after October 14, 2010, or is or was serving at the request of the Company after October 14, 2010 as a director, officer or in any other comparable position of any Other Enterprise against all liabilities and expenses, including judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person after October 14, 2010 in connection with such action, suit or proceeding (including the investigation, defense,

8

settlement or appeal of such action, suit or proceeding); provided, however, that the Company is not required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company is not required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Member; provided, further, that a Member, Representative or Officer will be indemnified hereunder only for those actions taken or omitted to be taken by such Member, Representative or Officer in connection with the management of the business and affairs of the Company or any Other Enterprise and that the provisions of this Section 5.5 are not intended to extend indemnification to the Member, the Representative or any Officer for any actions taken or omitted to be taken by the Member in any other connection, including any other express obligation of the Member, the Representative or any Officer undertaken in this Agreement; provided, further, that the Company will not indemnify Laura L. Luce or Geof Storey. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

(c) Enforcement of Indemnification. If the Company refuses to indemnify any Person who may be entitled to be indemnified or to have expenses advanced under this Section 5.5, such Person may maintain an action in any court of competent jurisdiction against the Company to determine whether or not such Person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the Person is determined to be entitled to such indemnification or advancement of expenses, such Person will be reimbursed by the Company for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including the investigation, defense, settlement or appeal of such action).

(d) Advancement of Expenses. Expenses (including attorneys’ fees) reasonably incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, must be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Person to repay such amount if it is ultimately determined that such Person is not entitled to indemnification by the Company. In no event will any advance be made in instances where the Member or independent legal counsel reasonably determines that such Person would not be entitled to indemnification hereunder.

(e) Non-Exclusivity. The indemnification and the advancement of expenses provided by this Section 5.5 are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, or any agreement, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and do not limit in any way any right that the Company may have to make additional indemnifications with respect to the same or different Persons or classes of Persons. The

9

indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.5 will continue as to a Person who has ceased to be a Member, Representative or Officer of the Company, and as to a Person who has ceased serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and will inure to the benefit of the heirs, executors and administrators of such Person.

(f) Insurance. Upon the approval of the Member, the Representative or any Officer, the Company may purchase and maintain insurance on behalf of any Person who is or was a Member, Representative, Officer agent or employee of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Company would have the power, or the obligation, to indemnify such Person against such liability under the provisions of this Section 5.5.

(g) Amendment and Vesting of Rights. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 5.5 may not be amended or repealed and the rights to indemnification and advancement of expenses created hereunder may not be changed, altered or terminated except by the Member. The rights granted or created hereby are vested in each Person entitled to indemnification hereunder as a bargained-for, contractual condition of such Person’s serving or having served as a Member, Representative or Officer of the Company or serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and, while this Section 5.5 may be amended or repealed, no such amendment or repeal will release, terminate or adversely affect the rights of such Person under this Section 5.5 with respect to any act taken or the failure to take any act by such Person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

(h) Definitions. For purposes of this Section 5.5, references to:

(i) The “Company” includes, in addition to the resulting or surviving limited liability company (or other entity), any constituent limited liability company (or other entity) (including any constituent of a constituent) absorbed in a consolidation or merger so that any Person who is or was a member or manager of such constituent limited liability company (or other entity), or is or was serving at the request of such constituent limited liability company (or other entity) as a director, officer or in any other comparable position of any Other Enterprise will stand in the same position under the provisions of this Section 5.5 with respect to the resulting or surviving limited liability company as such Person would if such Person had served the resulting or surviving limited liability company (or other entity) in the same capacity;

(ii) “Other Enterprises” or “Other Enterprise” include, without limitation, any other limited liability company, corporation, partnership, joint venture, trust or employee benefit plan;

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(iii) “fines” includes any excise taxes assessed against a person with respect to an employee benefit plan;

(iv) “defense” includes investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and also includes any defensive assertion of a cross-claim or counterclaim; and

(v) “serving at the request of the Company” includes any service as a director, officer or in any other comparable position that imposes duties on, or involves services by, a Person with respect to an employee benefit plan, its participants, or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan is deemed to have acted “in the best interest of the Company” as referred to in this Section 5.5.

(i) Severability. If any provision of this Section 5.5 or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 5.5 and the application of such provision to other Persons or circumstances will not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable must modify and construe the provision so as to render it valid and enforceable as against all Persons and to give the maximum possible protection to Persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if the Member, the Representative or any Officer or any Person who is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, is entitled under any provision of this Section 5.5 to indemnification by the Company for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such Person in connection with any threatened, pending or completed action, suit or proceeding (including the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Company must nevertheless indemnify such Person for the portion thereof to which such Person is entitled.

5.6 Contracts with the Member, the Representative, Officers or Affiliates. No contract or transaction between the Company and the Member, the Representative or any Officer or between the Company and any Person in which the Member, the Representative or any Officer is a director or officer, or has a financial interest, will be void or voidable solely for this reason, and the Member, the Representative or applicable Officer will not be obligated to account to the Company for any profit or benefit derived by the Member, the Representative or applicable Officer if the Member consents to such contract or transaction.

5.7 Other Business Ventures. The Member, the Representative and each Officer may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others, whether or not similar to or in competition with the business of the

11

Company, and neither the Company nor the Member have any right by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom. None of the Member, the Representative or any Officer is required to devote all of their time or business efforts to the affairs of the Company, but will devote so much of their time and attention to the Company as is reasonably necessary and advisable to manage the affairs of the Company to the best advantage of the Company.

ARTICLE VI - ACCOUNTING AND BANK ACCOUNTS

6.1 Fiscal Year. The fiscal year and taxable year of the Company will end on September 30 of each year, unless a different year is required by the Code or otherwise established by the Member.

6.2 Books and Records. At all times during the existence of the Company, the Company will maintain full and accurate books of account, which must reflect all Company transactions and be appropriate and adequate for the Company’s business. The books and records of the Company will be maintained at the principal office of the Company. The Member (or the Member’s designated representative) may, during ordinary business hours and upon reasonable notice, inspect and copy (at the Member’s own expense) all books and records of the Company.

6.3 Bank Accounts. All funds of the Company will be deposited in a separate bank, money market or similar account or accounts approved by the Member, the Representative or any Officer and in the Company’s name. Withdrawals therefrom may be made only by individuals authorized to do so by the Member.

ARTICLE VII - TRANSFERS OF INTERESTS

7.1 General Provisions. The Member may Transfer all or any part of the Member’s Interest. Upon any Transfer to any transferee (a “Transferee”) of all or any part of the Member’s Interest, such Transferee will become a Member of the Company in place of the Member (a “Substitute Member”) only to the extent that the Member has expressly stated such intention in writing. Except to the extent that a Transferee becomes a Substitute Member, such Transferee will not be entitled to exercise any rights as a Member in the Company, including the right to vote, grant approvals, or give consents with respect to the applicable Interest, the right to require any information or accounting of the Company’s business or the right to inspect the Company’s books and records, but such Transferee will only be entitled to receive, to the extent of the Interest transferred to such Transferee, the Distributions attributable thereto.

7.2 Redemption of Interests. Any Interest may be redeemed by the Company, by purchase or otherwise, as determined by the Member.

ARTICLE VIII - DISSOLUTION AND TERMINATION

8.1 Events Causing Dissolution. The Company will be dissolved only upon the first to occur of the following events:

(a) The written determination of the Member to dissolve.

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(b) Upon the entry of a decree of judicial dissolution under the Act.

8.2 Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Member will take such actions as may be required pursuant to the Act and will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Member may liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

8.3 Application of Proceeds. Upon dissolution and liquidation of the Company, the assets of the Company will be applied and distributed in the order of priority set forth in Section 4.2.

ARTICLE IX - MISCELLANEOUS

9.1 Title to the Property. Title to the Property will be held in the name of the Company. The Member does not have any ownership interest or rights in the Property, except indirectly by virtue of the Member’s ownership of an Interest.

9.2 Nature of Interest in the Company. An Interest is personal property for all purposes.

9.3 Notices and Determinations. Any notice or determination required or permitted to be given or made by this Agreement or the Act will be sufficient if given or made in writing.

9.4 No Third Party Rights. None of the provisions contained in this Agreement are for the benefit of or enforceable by any third parties, including creditors of the Company; provided, however, the Company may enforce any rights granted to the Company under the Act, the Certificate, or this Agreement.

9.5 Amendments to this Agreement. This Agreement may not be modified or amended in any manner other than by the Member.

9.6 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement will not be affected thereby and will remain in full force and effect and may be enforced to the greatest extent permitted by law.

9.7 Binding Agreement. The provisions of this Agreement are binding upon, and will inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

9.8 Governing Law. This Agreement is governed by, and is to be construed in accordance with, the laws of the State of Delaware.

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The Company and the Member have executed this Agreement as of the date first written above.

TRES PALACIOS GAS STORAGE LLC
By:	INERGY MIDSTREAM, LLC, its sole Member
	By:	/s/ John J. Sherman
		John J. Sherman, President
		the Company
INERGY MIDSTREAM, LLC
By:	/s/ John J. Sherman
	John J. Sherman, President
		the Member

14

EX-3.27

Exhibit 3.27

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF TRES PALACIOS GAS STORAGE LLC

THIS AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRES PALACIOS GAS STORAGE LLC (the “Amendment”) is made and entered into as of January 1, 2011, by Tres Palacios Gas Storage LLC, a Delaware limited liability company (the “Company”), and Inergy Midstream, LLC, a Delaware limited liability company (the “Member”).

RECITALS:

A. The Company is a limited liability company formed under the Delaware Limited Liability Company Act. The Company is governed by that certain Second Amended and Restated Limited Liability Company Agreement of Tres Palacios Gas Storage LLC, dated October 14, 2010 (the “LLC Agreement”).

B. The Company and Member desire to amend Section 7.1 of the LLC Agreement.

AGREEMENT

In consideration of the mutual promises and conditions contained herein, the parties hereto agree as follows:

1. Section 7.1 titled “General Provisions” is hereby amended by deleting such section in its entirety and by substituting, in lieu thereof the following:

The Member may Transfer all or any part of the Member’s Interest. Upon any Transfer to any transferee (a “Transferee”) of all or any part of the Member’s Interest, such Transferee will become a Member of the Company in place of the Member (a “Substitute Member”) only to the extent that the Member has expressly stated such intention in writing. Except to the extent that a Transferee becomes a Substitute Member, such Transferee will not be entitled to exercise any rights as a Member in the Company, including the right to vote, grant approvals, or give consents with respect to the applicable Interest, the right to require any information or accounting of the Company’s business or the right to inspect the Company’s books and records, but such Transferee will only be entitled to receive, to the extent of the Interest transferred to such Transferee, the Distributions attributable thereto. Notwithstanding the foregoing, the Member may grant security interests in and/or pledge all or any part of the Member’s Interest without limitation, in accordance with the covenants in (i) that certain Credit Agreement dated November 24, 2009, as may be amended, replaced, supplemented or superseded from time to time (the “Credit Agreement”) among the Company’s parent, Inergy, L.P., a Delaware limited partnership JPMorgan Chase Bank, N.A., as administrative agent and certain other financial institutions, (ii) any guaranties, deeds of trust, mortgages, security agreements, promissory notes, pledge agreements, escrow agreements, subordination agreements and/or other agreements, documents, instruments, contracts, financing

1

statements or certificates entered into in connection with the Credit Agreement, as may be amended, replaced, supplemented or superseded from time to time (collectively with the Credit Agreement, the “Loan Documents”), or (iii) any future credit agreements or security documents related thereto, whether entered into with JPMorgan Chase Bank, N.A. or any other party.

2. Except as amended herein, the LLC Agreement shall be unamended and shall remain in full force and effect.

3. The Amendment made herein shall be effective, for all purposes upon the date set forth above.

The Company and the Member have executed this Amendment as of the date first written above.

TRES PALACIOS GAS STORAGE LLC
By:	INERGY MIDSTREAM, LLC, its sole Member
	By:	/s/ John J. Sherman
		John J. Sherman, President
		the Company
INERGY MIDSTREAM, LLC
By:	/s/ John J. Sherman
	John J. Sherman, President
		the Member

2

EX-3.28

Exhibit 3.28

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

• First: The name of the limited liability company is Liberty Propane, LLC

• Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, DE 19801. The name of its Registered agent at such address is The Corporation Trust Company.

• Third: (Use this paragraph only if the company is to have a specific effective date of dissolution.) “The latest date on which the limited liability company is to dissolve is December, 2999.”

• Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation of Liberty Propane, LLC this 28^th day of August, 2002.

BY:	/s/ Eric L. Hansen
	Authorized Person(s)
NAME:	Eric L. Hansen
	Type or Print

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/03/2002

020553210 – 3564944

EX-3.29

Exhibit 3.29

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

LIBERTY PROPANE, LLC

LIBERTY PROPANE, LLC, a limited liability company organized and existing under and by virtue of the Delaware Limited Liability Company Act of the State of Delaware,

DOES HEREBY CERTIFY:

1. The name of the limited liability company (the “Company”) is: Liberty Propane, LLC.

2. The Certificate of Formation of the Company is hereby amended by deleting Article One thereof and by substituting in lieu of said Article One the following new Article One:

ARTICLE ONE

The name of the Limited Liability Company shall be: Liberty Propane GP, LLC

IN WITNESS WHEREOF, Liberty Propane, LLC has caused this Certificate of Amendment to be executed by the undersigned this 14^th day of July, 2003.

LIBERTY PROPANE, LLC
By:	/s/ G. Robert Fisher
	G. Robert Fisher, Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:00 PM 07/15/2003

FILED 02:36 PM 07/15/2003

SRV 030463066 – 3564944 FILE

EX-3.30

Exhibit 3.30

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:53 AM 09/26/2003

FILED 08:53 AM 09/26/2003

SRV 030619854 – 3564944 FILE

Certificate of Amendment to Certificate of Formation

of

LIBERTY PROPANE GP, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is:

LIBERTY PROPANE GP, LLC

2. The certificate of formation of the limited liability company is hereby amended by striking out the statement relating to the limited liability company’s registered agent and registered office and by substituting in lieu thereof the following new statement:

“The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.”

Executed on September 24, 2003

/s/ Tom D. Wippman

Name: Tom D. Wippman

Title: Authorized Person

EX-3.31

Exhibit 3.31

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

LIBERTY PROPANE GP, LLC

TABLE OF CONTENTS

		Page
ARTICLE I - DEFINITIONS			1
1.1	Terms Defined Herein		1
1.2	Other Definitional Provisions		3
ARTICLE II - BUSINESS PURPOSES AND OFFICES			3
2.1	Name; Business Purpose		3
2.2	Powers		3
2.3	Principal Office		5
2.4	Registered Office and Registered Agent		5
2.5	Amendment of the Certificate		5
2.6	Effective Date		5
2.7	Liability of Member		5
2.8	Interest Not Acquired for Resale		5
ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS			5
3.1	Capital Contributions		5
3.2	Additional Capital Contributions		5
3.3	Capital Accounts		6
3.4	Capital Withdrawal Rights, Interest		6
3.5	Loans		6
ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS			6
4.1	Non-Liquidation Cash Distributions		6
4.2	Liquidation Distributions		6
4.3	Income, Losses and Credits		6
4.4	Withholding of Distributions		7
4.5	Tax Withholding		7
4.6	Reserves		7
ARTICLE V - MANAGEMENT			7
5.1	Management		7
5.2	Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents		7
5.3	Limitation of Liability; Indemnification		7
5.4	Contracts with the Member or Affiliates		11
5.5	Other Business Ventures		11
ARTICLE VI - OFFICERS			11
6.1	Officers		11
6.2	Compensation		13
ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS			13
7.1	Fiscal Year		13
7.2	Books and Records		13

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7.3	Bank Accounts	13
ARTICLE VIII - TRANSFERS OF INTERESTS		13
8.1	General Provisions	13
8.2	Redemption of Interests	14
ARTICLE IX - DISSOLUTION AND TERMINATION		14
9.1	Events Causing Dissolution	14
9.2	Effect of Dissolution	14
9.3	Application of Proceeds	14
ARTICLE X - MISCELLANEOUS		14
10.1	Title to the Property	14
10.2	Nature of Interest in the Company	14
10.3	Notices and Determinations	14
10.4	No Third Party Rights	14
10.5	Amendments to this Agreement	15
10.6	Severability	15
10.7	Binding Agreement	15
10.8	Headings	15
10.9	Governing Law	15

ii

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

LIBERTY PROPANE GP, LLC

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made as of January __, 2010, by Liberty Propane GP, LLC, a Delaware limited liability company (the “Company”), and Inergy Propane, LLC, a Delaware limited liability company (the “Member”).

RECITAL:

The Member desires to amend and restate the limited liability agreement of the Company in its entirety.

AGREEMENT:

In consideration of the premises and the agreements contained herein, the undersigned declare and agree as follows:

ARTICLE I - DEFINITIONS

1.1 Terms Defined Herein. As used herein, the following terms have the following meanings, unless the context otherwise specifies:

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Agreement” means the Limited Liability Company Agreement of the Company as amended from time to time.

“Available Cash” means the aggregate amount of cash on hand or in bank, money market or similar accounts of the Company as of the end of each fiscal quarter derived from any source (other than capital contributions and Liquidation Proceeds) that the Member determines is available for distribution to the Member after taking into account any amount required or appropriate to maintain a reasonable amount of Reserves.

“Capital Account” means the account established and maintained by the Company for the Member and any Transferee pursuant to Section 3.3.

“Certificate” means the Certificate of Formation of the Company filed with the Delaware Secretary of State, as amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provisions of future federal tax laws.

“Company” means Liberty Propane GP, LLC, a Delaware limited liability company.

“Credits” means all tax credits allowed by the Code with respect to activities of the Company or the Property.

“Distributions” means any distributions by the Company to the Member of Available Cash or Liquidation Proceeds or other amounts.

“Fair Value” of an asset means its fair market value.

“Income” and “Loss” mean, respectively, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with the Code.

“Interest” refers to all of the Member’s rights and interests in the Company in the Member’s capacity as a Member, all as provided in the Certificate, this Agreement and the Act, including, without limitation, the Member’s interest in the capital, income, gain, deductions, losses, and credits of the Company. The Member shall own the entire equity interest of the Company and as such the Interest held of the Member is the only outstanding Interest of the Company.

“Liquidation Proceeds” means all Property at the time of liquidation of the Company and all proceeds thereof.

“Member” means Inergy Propane, LLC, a Delaware limited liability company, or any successor-in-interest to Inergy Propane, LLC who becomes a Member as provided in this Agreement.

“Officers” means the officers of the Company as described in Article VI.

“Person” means any individual, partnership, limited liability company, corporation, cooperative, trust or other entity.

“Property” means all properties and assets that the Company may own or otherwise have an interest in from time to time.

“Reserves” means amounts set aside from time to time by the Member pursuant to Section 4.6 of this Agreement.

“Substitute Member” has the meaning set forth in Section 8.1.

“Transfer” means (i) when used as a verb, to give, sell, exchange, assign, transfer, pledge, hypothecate, bequeath, devise or otherwise dispose of or encumber, and (ii) when used as a noun, the nouns corresponding to such verbs, in either case voluntarily or involuntarily, by operation of law or otherwise.

“Transferee” has the meaning set forth in Section 8.1.

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1.2 Other Definitional Provisions.

(a) As used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, have the respective meanings given to them under generally accepted accounting principles.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.

(c) Words of the singular number are deemed to include the plural number, and vice versa, where applicable.

ARTICLE II - BUSINESS PURPOSES AND OFFICES

2.1 Name; Business Purpose. The name of the Company is as stated in the Certificate. The business purpose of the Company is to (a) is to act as the general partner of Liberty Propane, L.P., a Delaware limited partnership and to do any and all things necessary, appropriate or incidental thereto, (b) manage, operate, lease, sell and otherwise deal with any and all assets or properties contributed to the Company by the Member or hereafter acquired by the Company, (c) serve as the sole member or stockholder of its Subsidiaries and, in connection therewith, to exercise all the rights and powers conferred upon the Company as the sole member or stockholder of such Subsidiaries pursuant to the operating agreements or charter documents of each of such Subsidiaries, (d) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the Member and which lawfully may be conducted by a limited liability company organized pursuant to the Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity, and (e) do anything necessary or appropriate that the Member reasonably determines, as of the date of the acquisition or commencement of such activity, that such activity (i) generates “qualifying income” (as such term is defined pursuant to Section 7704 of the Code) or (ii) enhances the operations of an activity of the Company, and to do any and all things necessary, appropriate or incidental thereto. The Company is formed only for such business purpose and will not be deemed to create any declaration or agreement by the Company or the Member with respect to any other activities whatsoever other than the activities within such business purpose.

2.2 Powers. In addition to the powers and privileges conferred upon the Company by law and those incidental thereto, the Company has the same powers as a natural person to do all things necessary or convenient to carry out its business and affairs, including, without limitation, the power to do the following:

(a) Sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name;

(b) Issue, by sale or otherwise, or acquire, by purchase, redemption or otherwise, any Interest;

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(c) Purchase, take, receive, lease as lessee, take by gift, legacy, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with any real or personal property, or any interest therein, wherever situated;

(d) Sell, convey, mortgage, pledge, lease as lessor, exchange, transfer, and otherwise dispose of all, any part of, or any interest in, its property and assets;

(e) Lend money to and otherwise assist its Member and employees, except as otherwise provided in this Agreement or the Certificate;

(f) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign limited liability companies, corporations, associations, general or limited partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g) Incur liabilities, borrow money for its proper purposes at any rate of interest that the Company may determine without regard to the restrictions of any usury law of the State of Delaware, issue notes, bonds, and other obligations, secure any of its obligations by mortgage or pledge or deed of trust of all or any part of its property, franchises, and income, and make contracts, including contracts of guaranty and suretyship;

(h) Invest its surplus funds from time to time, lend money for its proper purposes, and take and hold real and personal property as security for payment of funds so loaned or invested;

(i) Conduct its business, carry on its operations, have offices within and without the State of Delaware, and exercise in any other state, territory, district, or possession of the United States or in any foreign country the powers granted by the Act, the Certificate or this Agreement;

(j) Appoint agents and hire employees of the Company, define their duties, and fix their compensation and to indemnify them to the extent and in the manner permitted by law;

(k) Make and alter this Agreement, in any manner not inconsistent with the Certificate or with the laws of the State of Delaware, for the administration and regulation of the affairs of the Company;

(l) Make donations for the public welfare or for charitable, scientific, religious, or educational purposes, lend money to the government, and transact any lawful business in aid of the United States;

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(m) Establish deferred compensation plans, pension plans, profit-sharing plans, bonus plans, option plans, and other incentive plans for its employees and make the payments provided for therein;

(n) Become a promoter, partner, member, associate, or manager of any general partnership, limited partnership, joint venture or similar association, any other limited liability company, or other enterprise; and

(o) Cease the activities of the Company and surrender the franchise of the Company.

2.3 Principal Office. The principal office of the Company will be located at such place or places as the Member may determine from time to time.

2.4 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Company in the State of Delaware will be as stated in the Certificate. The registered office and registered agent of the Company in the State of Delaware may be changed, from time to time, by the Member.

2.5 Amendment of the Certificate. The Company will amend the Certificate at such time or times and in such manner as may be required by the Act and this Agreement.

2.6 Effective Date. This Agreement is effective on the date of this Agreement.

2.7 Liability of Member. No Member, solely by reason of being a Member, will be liable, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will not be grounds for imposing liability on the Member for liabilities of the Company.

2.8 Interest Not Acquired for Resale. The Member is acquiring an Interest for the Member’s own account as an investment and without an intent to distribute such Interest, which Interest has not been registered under the Securities Act of 1933, as amended, or any state securities laws, and the Member’s Interest may not be resold or transferred without appropriate registration or the availability of an exemption from such requirements.

ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS

3.1 Capital Contributions. The Member’s predecessors in interest previously contributed to the capital of the Company the cash and other assets set forth on the books and records of the Company.

3.2 Additional Capital Contributions. The Member is not obligated to make any additional contributions to the capital of the Company and, accordingly, the Member is not liable for damage to the Company as a result of the failure of the Member to make any additional contributions. The Member may, however, make such additional contributions to the capital of the Company as determined from time to time and approved by the Member.

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3.3 Capital Accounts. A Capital Account will be maintained by the Company for the Member and any Transferee.

3.4 Capital Withdrawal Rights, Interest. Except as expressly provided in this Agreement, (a) the Member is not entitled to withdraw or reduce the Member’s Capital Account or to receive any Distributions, (b) the Member is not entitled to demand or receive any Distribution in any form other than in cash, and (c) the Member is not entitled to receive or be credited with any interest on any balance in the Member’s Capital Account at any time.

3.5 Loans. The Member may make loans to the Company in such amounts, at such times, and on such terms and conditions as may be determined and approved by the Member. Loans by the Member to the Company will not be considered as contributions to the capital of the Company.

ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS

4.1 Non-Liquidation Cash Distributions. The amount, if any, of Available Cash may be determined by the Representative or an appointed Officer and distributed by the Member at any time and from time to time.

4.2 Liquidation Distributions. Liquidation Proceeds will be distributed in the following order of priority:

(a) To the payment of debts and liabilities of the Company (including to the Member to the extent otherwise permitted by law and applicable contractual restrictions) and the expenses of liquidation.

(b) Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves must be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person deems advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, will be distributed as hereinafter provided.

(c) The remainder to the Member.

4.3 Income, Losses and Credits. The Company’s Income or Loss, as the case may be, and applicable Credits, for each fiscal year of the Company, as determined in accordance with such method of accounting as may be adopted for the Company, will be allocated to the Member for both financial accounting and income tax purposes, except as otherwise provided for herein or unless the Member determines otherwise.

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4.4 Withholding of Distributions. Notwithstanding any other provision of this Agreement, the Member (or any Person required or authorized by law to wind up the Company’s affairs) may suspend, reduce or otherwise restrict Distributions of Available Cash and Liquidation Proceeds when, in the Member’s sole opinion, such action is in the best interests of the Company.

4.5 Tax Withholding. Notwithstanding any other provision of this Agreement, the Member may take any action that the Member determines is necessary or appropriate to cause the Company to comply with any withholding requirements established under any federal, state or local tax law, including, without limitation, withholding on any Distribution to the Member. For all purposes of this Article IV, any amount withheld on any Distribution and paid over to the appropriate governmental body may be treated as if such amount had in fact been distributed to the Member.

4.6 Reserves. The Member has the right to establish, maintain and expend Reserves to provide for working capital, for future maintenance, repair or replacement of the Property, for debt service, for future investments and for such other purposes as the Member may deem necessary or advisable.

ARTICLE V - MANAGEMENT

5.1 Management. Except as expressly limited by law or this Agreement, the Property, business and affairs of the Company will be managed by one natural person, as designated by the Member, who is referred to as the “Representative.” The Member hereby designates John J. Sherman as the Representative. The Representative will hold office until the Representative’s successor is designated by the Member or until the Representative’s earlier death or resignation.

5.2 Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents. The Member or the Member’s designee is authorized to execute and file with the Secretary of State of Delaware any document permitted or required by the Act. The Member hereby waives any requirement under the Act of receiving a copy of any document filed with the Secretary of State of Delaware. The Member hereby ratifies and affirms the Certificate as heretofore filed on behalf of the Company.

5.3 Limitation of Liability; Indemnification.

(a) Limitation. No Person will be liable to the Company or its Member for any loss, damage, liability or expense suffered by the Company or its Member on account of any action taken or omitted to be taken by such Person as a Member of the Company or by such Person while serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, if such Person discharges such Person’s duties in good faith, exercising the same degree of care and skill that a prudent person would have exercised under the circumstances in the conduct of such prudent person’s own affairs, and in a manner such Person reasonably believes to be in the best interest of the Company. The Member’s liability hereunder will be limited only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company.

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(b) Right to Indemnification. The Company will indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that such Person is or was a Member of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Company is not required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company is not required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Member; provided, further, that a Member will be indemnified hereunder only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company or any Other Enterprise and that the provisions of this Section 5.3 are not intended to extend indemnification to the Member for any actions taken or omitted to be taken by the Member in any other connection, including, but not limited to, any other express obligation of the Member undertaken in this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

(c) Enforcement of Indemnification. If the Company refuses to indemnify any Person who may be entitled to be indemnified or to have expenses advanced under this Section 5.3, such Person may maintain an action in any court of competent jurisdiction against the Company to determine whether or not such Person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the Person is determined to be entitled to such indemnification or advancement of expenses, such Person will be reimbursed by the Company for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

(d) Advancement of Expenses. Expenses (including attorneys’ fees) reasonably incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, will be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or

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on behalf of such Person to repay such amount if it is ultimately determined that such Person is not entitled to indemnification by the Company. In no event will any advance be made in instances where the Member or independent legal counsel reasonably determines that such Person would not be entitled to indemnification hereunder.

(e) Non-Exclusivity. The indemnification and the advancement of expenses provided by this Section 5.3 are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, or any agreement, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and will not limit in any way any right that the Company may have to make additional indemnifications with respect to the same or different Persons or classes of Persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.3 will continue as to a Person who has ceased to be a Member of the Company, and as to a Person who has ceased serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and will inure to the benefit of the heirs, executors and administrators of such Person.

(f) Insurance. Upon the approval of the Member the Company may purchase and maintain insurance on behalf of any Person who is or was a Member, agent or employee of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Company would have the power, or the obligation, to indemnify such Person against such liability under the provisions of this Section 5.3.

(g) Amendment and Vesting of Rights. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 5.3 may not be amended or repealed and the rights to indemnification and advancement of expenses created hereunder may not be changed, altered or terminated except by the Member. The rights granted or created hereby will be vested in each Person entitled to indemnification hereunder as a bargained-for, contractual condition of such Person’s serving or having served as a Member of the Company or serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and, while this Section 5.3 may be amended or repealed, no such amendment or repeal will release, terminate or adversely affect the rights of such Person under this Section 5.3 with respect to any act taken or the failure to take any act by such Person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

(h) Definitions. For purposes of this Section 5.3, references to:

(i) The “Company” includes, in addition to the resulting or surviving limited liability company (or other entity), any constituent limited liability company (or other entity) (including any constituent of a constituent) absorbed in a consolidation or merger so that any Person who is or was a member or manager

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of such constituent limited liability company (or other entity), or is or was serving at the request of such constituent limited liability company (or other entity) as a director, officer or in any other comparable position of any Other Enterprise stands in the same position under the provisions of this Section 5.3 with respect to the resulting or surviving limited liability company as such Person would if such Person had served the resulting or surviving limited liability company (or other entity) in the same capacity;

(ii) “Other Enterprises” or “Other Enterprise” includes, without limitation, any other limited liability company, corporation, partnership, joint venture, trust or employee benefit plan;

(iii) “fines” includes any excise taxes assessed against a person with respect to an employee benefit plan;

(iv) “defense” includes investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and also includes any defensive assertion of a cross-claim or counterclaim; and

(v) “serving at the request of the Company” includes any service as a director, officer or in any other comparable position that imposes duties on, or involves services by, a Person with respect to an employee benefit plan, its participants, or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan will be deemed to have acted “in the best interest of the Company” as referred to in this Section 5.3.

(i) Severability. If any provision of this Section 5.3 or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 5.3 and the application of such provision to other Persons or circumstances will not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable will modify and construe the provision so as to render it valid and enforceable as against all Persons and to give the maximum possible protection to Persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if the Member of the Company or any Person who is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, is entitled under any provision of this Section 5.3 to indemnification by the Company for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such Person in connection with any threatened, pending or completed action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Company will nevertheless indemnify such Person for the portion thereof to which such Person is entitled.

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5.4 Contracts with the Member or Affiliates. No contract or transaction between the Company and the Member or between the Company and any Person in which the Member is a director or officer, or has a financial interest, will be void or voidable solely for this reason, and the Member is not obligated to account to the Company for any profit or benefit derived by the Member if the Member consents to such contract or transaction.

5.5 Other Business Ventures. The Member may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others, whether or not similar to or in competition with the business of the Company, and neither the Company nor the Member will have any right by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom. The Member is not required to devote all of its time or business efforts to the affairs of the Company, but will devote so much of their time and attention to the Company as is reasonably necessary and advisable to manage the affairs of the Company to the best advantage of the Company.

ARTICLE VI - OFFICERS

6.1 Officers.

(a) Generally. The Representative, as set forth below, will appoint agents of the Company, referred to as “Officers” of the Company as described in this Section 6.1. Unless provided otherwise by resolution of the Member or Representative, the Officers will have the titles, power, authority and duties described below in this Section 6.1.

(b) Titles and Number. The Officers will be the Chairman of the Board of Directors (unless the Member or Representative provides otherwise), the President, any and all Vice Presidents, the Secretary and any and all Assistant Secretaries and any Treasurer and any and all Assistant Treasurers and any other Officers appointed pursuant to this Section 6.1. There may be appointed from time to time, in accordance with this Section 6.1, such Vice Presidents, Secretaries, Assistant Secretaries, Treasurers and Assistant Treasurers as the Member or Representative may desire. Any person may hold two or more offices.

(i) President. The Member or Representative will elect an individual to serve as President. The President will be the chief executive officer of the Company. The President may sign, with the secretary, an assistant secretary or any other proper officer of the Company thereunto duly authorized by the Member or Representative, any deeds, mortgages, bonds, contracts or other instruments which the Member or Representative has authorized to be executed except in cases where the execution thereof is expressly delegated by the Member or Representative or by this Agreement to some other officer or agent of the Company or is required by law to be otherwise executed. In general, the President will perform all duties incident to the office of President and chief executive officer of the Company and such other duties as may be prescribed from time to time by the Member or Representative.

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(ii) Vice Presidents. The Member or Representative, in their discretion, may elect one or more Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) will perform the duties of the President, and the Vice President, when so acting, will have all of the powers and be subject to all the restrictions upon the President. Each Vice President will perform such other duties as from time to time may be assigned by the President or the Member or Representative.

(iii) Secretary and Assistant Secretaries. The Member or Representative, in their discretion, may elect a Secretary and one or more Assistant Secretaries. The Secretary will record or cause to be recorded in books provided for that purpose the minutes of the meetings or actions of the Representative and of the Members, will see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, will be custodian of all records (other than financial), will see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, will perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Member, the Representative or the President. The Assistant Secretaries will exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.

(iv) Treasurer and Assistant Treasurers. The Member or Representative, in their discretion, may elect a Treasurer and one or more Assistant Treasurers. The Treasurer will keep or cause to be kept the books of account of the Company and will render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Member or Representative or the President. The Treasurer, subject to the order of the Member or Representative, will have the custody of all funds and securities of the Company. The Treasurer will perform all other duties commonly incident to his office and will perform such other duties and have such other powers as this Agreement, the Member, the Representative or the President, will designate from time to time. The Assistant Treasurers will exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers will possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving or in the absence of the appointed Treasurer and Assistant Treasurer, the President and chief executive officer, or such other Officer as the Member or Representative selects, will have the powers and duties conferred upon the Treasurer.

(c) Other Officers and Agents. The Member or Representative may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who will hold their offices for such terms and will exercise such powers and perform such duties as is determined from time to time by the Member or Representative.

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(d) Appointment and Term of Office. The Officers will be appointed by the Member or Representative at such time and for such terms as the Member or Representative determines. Any Officer may be removed, with or without Cause, only by the Member or Representative. Vacancies in any office may be filled only by the Member or Representative.

(e) Powers of Attorney. The Member or Representative may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

(f) Officers’ Delegation of Authority. Unless otherwise provided by resolution of the Member or Representative, no Officer has the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Member.

6.2 Compensation.

The Officers will receive such compensation for their services as may be designated by the Member or Representative. In addition, the Officers are entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder.

ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS

7.1 Fiscal Year. The fiscal year and taxable year of the Company ends on September 30 of each year, unless a different year is required by the Code or otherwise established by the Member.

7.2 Books and Records. At all times during the existence of the Company, the Company will cause to be maintained full and accurate books of account, which will reflect all Company transactions and be appropriate and adequate for the Company’s business. The books and records of the Company must be maintained at the principal office of the Company. The Member (or the Member’s designated representative) will have the right during ordinary business hours and upon reasonable notice to inspect and copy (at the Member’s own expense) all books and records of the Company.

7.3 Bank Accounts. All funds of the Company must be deposited in a separate bank, money market or similar account approved by the Member and in the Company’s name. Withdrawals therefrom may be made only by persons authorized to do so by the Member.

ARTICLE VIII - TRANSFERS OF INTERESTS

8.1 General Provisions. The Member may Transfer all or any part of the Member’s Interest. Upon any Transfer to any transferee (a “Transferee”) of all or any part of the Member’s Interest, such Transferee will become a Member of the Company in place of the Member (a “Substitute Member”) only to the extent that the Member has expressly stated such intention in

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writing. Except to the extent that a Transferee becomes a Substitute Member, such Transferee will not be entitled to exercise any rights as a Member in the Company, including the right to vote, grant approvals, or give consents with respect to the applicable Interest, the right to require any information or accounting of the Company’s business or the right to inspect the Company’s books and records, but such Transferee will only be entitled to receive, to the extent of the Interest transferred to such Transferee, the Distributions attributable thereto.

8.2 Redemption of Interests. Any Interest may be redeemed by the Company, by purchase or otherwise, as determined by the Member with the approval of the Member.

ARTICLE IX - DISSOLUTION AND TERMINATION

9.1 Events Causing Dissolution. The Company will be dissolved only upon the first to occur of the following events:

(a) The written determination of the Member to dissolve.

(b) Upon the entry of a decree of judicial dissolution under Section 18-802 of the Act.

9.2 Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Member will take such actions as may be required pursuant to the Act and will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Member will have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 9.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

9.3 Application of Proceeds. Upon dissolution and liquidation of the Company, the assets of the Company will be applied and distributed in the order of priority set forth in Section 4.2.

ARTICLE X - MISCELLANEOUS

10.1 Title to the Property. Title to the Property will be held in the name of the Company. The Member will not individually have any ownership interest or rights in the Property, except indirectly by virtue of the Member’s ownership of an Interest.

10.2 Nature of Interest in the Company. An Interest is personal property for all purposes.

10.3 Notices and Determinations. Any notice or determination required or permitted to be given or made by this Agreement or the Act is sufficient if given or made in writing.

10.4 No Third Party Rights. None of the provisions contained in this Agreement are for the benefit of or enforceable by any third parties, including, but not limited to, creditors of the Company; provided, however, the Company may enforce any rights granted to the Company under the Act, the Certificate, or this Agreement.

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10.5 Amendments to this Agreement. This Agreement may not be modified or amended in any manner other than by the Member.

10.6 Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement will not be affected thereby and will remain in full force and effect and will be enforced to the greatest extent permitted by law.

10.7 Binding Agreement. The provisions of this Agreement are binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

10.8 Headings. The headings of the Certificate and the sections of this Agreement are for convenience only and may not be considered in construing or interpreting any of the terms or provisions thereof and hereof.

10.9 Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Delaware.

The Company and the Member have executed this Agreement as of the date first written above.

LIBERTY PROPANE GP, LLC
By:	INERGY PROPANE, LLC, its sole Member
	By:	/s/ John J. Sherman
		John J. Sherman,
		President and Chief Executive Officer
INERGY PROPANE, LLC
By:	/s/ John J. Sherman
	John J. Sherman,
	President and Chief Executive Officer

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EX-3.32

Exhibit 3.32

CERTIFICATE OF FORMATION

OF

LIBERTY PROPANE OPERATIONS, LLC

This Certificate of Formation, dated July 23, 2003, has been duly executed and is filed pursuant to Sections 18-201 and 18-204 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company (the “Company”) under the Act.

1. Name. The name of the Company is: “Liberty Propane Operations, LLC”.

2. Registered Office; Registered Agent. The address of the registered office required to be maintained by Section 18-104 of the Act is:

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801.

The name and the address of the registered agent for service of process required to be maintained by Section 18-104 of the Act are:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801.

EXECUTED as of the date written first above.

By:	/s/ Matthew R. Pacey
Name:	Matthew R. Pacey
	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:34 PM 07/23/2003

FILED 05:34 PM 07/23/2003

SRV 030483109 – 3684901 FILE

EX-3.33

Exhibit 3.33

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:22 PM 09/29/2003

FILED 04:53 PM 09/29/2003

SRV 030626030 – 3684901 FILE

Certificate of Amendment to Certificate of Formation

of

LIBERTY PROPANE OPERATIONS, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is:

LIBERTY PROPANE OPERATIONS, LLC

2. The certificate of formation of the limited liability company is hereby amended by striking out the statement relating to the limited liability company’s registered agent and registered office and by substituting in lieu thereof the following new statement:

“The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.”

Executed on September 24, 2003

/s/ Tom D. Wippman

Name: Tom D. Wippman

Title: Authorized Person

EX-3.34

Exhibit 3.34

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

LIBERTY PROPANE OPERATIONS, LLC

TABLE OF CONTENTS

		Page
ARTICLE I - DEFINITIONS			1
1.1	Terms Defined Herein		1
1.2	Other Definitional Provisions		3
ARTICLE II - BUSINESS PURPOSES AND OFFICES			3
2.1	Name; Business Purpose		3
2.2	Powers		3
2.3	Principal Office		5
2.4	Registered Office and Registered Agent		5
2.5	Amendment of the Certificate		5
2.6	Effective Date		5
2.7	Liability of Member		5
2.8	Interest Not Acquired for Resale		5
ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS			5
3.1	Capital Contributions		5
3.2	Additional Capital Contributions		5
3.3	Capital Accounts		6
3.4	Capital Withdrawal Rights, Interest		6
3.5	Loans		6
ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS			6
4.1	Non-Liquidation Cash Distributions		6
4.2	Liquidation Distributions		6
4.3	Income, Losses and Credits		6
4.4	Withholding of Distributions		7
4.5	Tax Withholding		7
4.6	Reserves		7
ARTICLE V - MANAGEMENT			7
5.1	Management		7
5.2	Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents		7
5.3	Limitation of Liability; Indemnification		7
5.4	Contracts with the Member or Affiliates		11
5.5	Other Business Ventures		11
ARTICLE VI - OFFICERS			11
6.1	Officers		11
6.2	Compensation		13
ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS			13
7.1	Fiscal Year		13
7.2	Books and Records		13

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7.3	Bank Accounts	13
ARTICLE VIII - TRANSFERS OF INTERESTS		13
8.1	General Provisions	13
8.2	Redemption of Interests	14
ARTICLE IX - DISSOLUTION AND TERMINATION		14
9.1	Events Causing Dissolution	14
9.2	Effect of Dissolution	14
9.3	Application of Proceeds	14
ARTICLE X - MISCELLANEOUS		14
10.1	Title to the Property	14
10.2	Nature of Interest in the Company	14
10.3	Notices and Determinations	14
10.4	No Third Party Rights	14
10.5	Amendments to this Agreement	15
10.6	Severability	15
10.7	Binding Agreement	15
10.8	Headings	15
10.9	Governing Law	15

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AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

LIBERTY PROPANE OPERATIONS, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made as of January __, 2010, by Liberty Propane Operations, LLC, a Delaware limited liability company (the “Company”), and Liberty Propane, L.P., a Delaware limited partnership by Liberty Propane GP, LLC, a Delaware limited liability company, its General Partner (the “Member”).

RECITAL:

The Member desires to amend and restate the limited liability agreement of the Company in its entirety.

AGREEMENT:

In consideration of the premises and the agreements contained herein, the undersigned declare and agree as follows:

ARTICLE I - DEFINITIONS

1.1 Terms Defined Herein. As used herein, the following terms have the following meanings, unless the context otherwise specifies:

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Agreement” means the Limited Liability Company Agreement of the Company as amended from time to time.

“Available Cash” means the aggregate amount of cash on hand or in bank, money market or similar accounts of the Company as of the end of each fiscal quarter derived from any source (other than capital contributions and Liquidation Proceeds) that the Member determines is available for distribution to the Member after taking into account any amount required or appropriate to maintain a reasonable amount of Reserves.

“Capital Account” means the account established and maintained by the Company for the Member and any Transferee pursuant to Section 3.3.

“Certificate” means the Certificate of Formation of the Company filed with the Delaware Secretary of State, as amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provisions of future federal tax laws.

“Company” means Liberty Propane Operations, LLC, a Delaware limited liability company.

“Credits” means all tax credits allowed by the Code with respect to activities of the Company or the Property.

“Distributions” means any distributions by the Company to the Member of Available Cash or Liquidation Proceeds or other amounts.

“Fair Value” of an asset means its fair market value.

“Income” and “Loss” mean, respectively, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with the Code.

“Interest” refers to all of the Member’s rights and interests in the Company in the Member’s capacity as a Member, all as provided in the Certificate, this Agreement and the Act, including, without limitation, the Member’s interest in the capital, income, gain, deductions, losses, and credits of the Company. The Member shall own the entire equity interest of the Company and as such the Interest held of the Member is the only outstanding Interest of the Company.

“Liquidation Proceeds” means all Property at the time of liquidation of the Company and all proceeds thereof.

“Member” means Inergy Propane, LLC, a Delaware limited liability company, or any successor-in-interest to Inergy Propane, LLC who becomes a Member as provided in this Agreement.

“Officers” means the officers of the Company as described in Article VI.

“Person” means any individual, partnership, limited liability company, corporation, cooperative, trust or other entity.

“Property” means all properties and assets that the Company may own or otherwise have an interest in from time to time.

“Reserves” means amounts set aside from time to time by the Member pursuant to Section 4.6 of this Agreement.

“Substitute Member” has the meaning set forth in Section 8.1.

“Transfer” means (i) when used as a verb, to give, sell, exchange, assign, transfer, pledge, hypothecate, bequeath, devise or otherwise dispose of or encumber, and (ii) when used as a noun, the nouns corresponding to such verbs, in either case voluntarily or involuntarily, by operation of law or otherwise.

“Transferee” has the meaning set forth in Section 8.1.

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1.2 Other Definitional Provisions.

(a) As used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, have the respective meanings given to them under generally accepted accounting principles.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.

(c) Words of the singular number are deemed to include the plural number, and vice versa, where applicable.

ARTICLE II - BUSINESS PURPOSES AND OFFICES

2.1 Name; Business Purpose. The name of the Company is as stated in the Certificate. The business purpose of the Company is to (a) manage, operate, lease, sell and otherwise deal with any and all assets or properties contributed to the Company by the Member or hereafter acquired by the Company, (b) serve as the sole member or stockholder of its Subsidiaries and, in connection therewith, to exercise all the rights and powers conferred upon the Company as the sole member or stockholder of such Subsidiaries pursuant to the operating agreements or charter documents of each of such Subsidiaries, (c) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the Member and which lawfully may be conducted by a limited liability company organized pursuant to the Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity, and (d) do anything necessary or appropriate that the Member reasonably determines, as of the date of the acquisition or commencement of such activity, that such activity (i) generates “qualifying income” (as such term is defined pursuant to Section 7704 of the Code) or (ii) enhances the operations of an activity of the Company, and to do any and all things necessary, appropriate or incidental thereto. The Company is formed only for such business purpose and will not be deemed to create any declaration or agreement by the Company or the Member with respect to any other activities whatsoever other than the activities within such business purpose.

2.2 Powers. In addition to the powers and privileges conferred upon the Company by law and those incidental thereto, the Company has the same powers as a natural person to do all things necessary or convenient to carry out its business and affairs, including, without limitation, the power to do the following:

(a) Sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name;

(b) Issue, by sale or otherwise, or acquire, by purchase, redemption or otherwise, any Interest;

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(c) Purchase, take, receive, lease as lessee, take by gift, legacy, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with any real or personal property, or any interest therein, wherever situated;

(d) Sell, convey, mortgage, pledge, lease as lessor, exchange, transfer, and otherwise dispose of all, any part of, or any interest in, its property and assets;

(e) Lend money to and otherwise assist its Member and employees, except as otherwise provided in this Agreement or the Certificate;

(f) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign limited liability companies, corporations, associations, general or limited partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g) Incur liabilities, borrow money for its proper purposes at any rate of interest that the Company may determine without regard to the restrictions of any usury law of the State of Delaware, issue notes, bonds, and other obligations, secure any of its obligations by mortgage or pledge or deed of trust of all or any part of its property, franchises, and income, and make contracts, including contracts of guaranty and suretyship;

(h) Invest its surplus funds from time to time, lend money for its proper purposes, and take and hold real and personal property as security for payment of funds so loaned or invested;

(i) Conduct its business, carry on its operations, have offices within and without the State of Delaware, and exercise in any other state, territory, district, or possession of the United States or in any foreign country the powers granted by the Act, the Certificate or this Agreement;

(j) Appoint agents and hire employees of the Company, define their duties, and fix their compensation and to indemnify them to the extent and in the manner permitted by law;

(k) Make and alter this Agreement, in any manner not inconsistent with the Certificate or with the laws of the State of Delaware, for the administration and regulation of the affairs of the Company;

(l) Make donations for the public welfare or for charitable, scientific, religious, or educational purposes, lend money to the government, and transact any lawful business in aid of the United States;

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(m) Establish deferred compensation plans, pension plans, profit-sharing plans, bonus plans, option plans, and other incentive plans for its employees and make the payments provided for therein;

(n) Become a promoter, partner, member, associate, or manager of any general partnership, limited partnership, joint venture or similar association, any other limited liability company, or other enterprise; and

(o) Cease the activities of the Company and surrender the franchise of the Company.

2.3 Principal Office. The principal office of the Company will be located at such place or places as the Member may determine from time to time.

2.4 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Company in the State of Delaware will be as stated in the Certificate. The registered office and registered agent of the Company in the State of Delaware may be changed, from time to time, by the Member.

2.5 Amendment of the Certificate. The Company will amend the Certificate at such time or times and in such manner as may be required by the Act and this Agreement.

2.6 Effective Date. This Agreement is effective on the date of this Agreement.

2.7 Liability of Member. No Member, solely by reason of being a Member, will be liable, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will not be grounds for imposing liability on the Member for liabilities of the Company.

2.8 Interest Not Acquired for Resale. The Member is acquiring an Interest for the Member’s own account as an investment and without an intent to distribute such Interest, which Interest has not been registered under the Securities Act of 1933, as amended, or any state securities laws, and the Member’s Interest may not be resold or transferred without appropriate registration or the availability of an exemption from such requirements.

ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS

3.1 Capital Contributions. The Members’ predecessors in interest previously contributed to the capital of the Company the cash and other assets set forth on the books and records of the Company.

3.2 Additional Capital Contributions. The Member is not obligated to make any additional contributions to the capital of the Company and, accordingly, the Member is not liable for damage to the Company as a result of the failure of the Member to make any additional contributions. The Member may, however, make such additional contributions to the capital of the Company as determined from time to time and approved by the Member.

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3.3 Capital Accounts. A Capital Account will be maintained by the Company for the Member and any Transferee.

3.4 Capital Withdrawal Rights, Interest. Except as expressly provided in this Agreement, (a) the Member is not entitled to withdraw or reduce the Member’s Capital Account or to receive any Distributions, (b) the Member is not entitled to demand or receive any Distribution in any form other than in cash, and (c) the Member is not entitled to receive or be credited with any interest on any balance in the Member’s Capital Account at any time.

3.5 Loans. The Member may make loans to the Company in such amounts, at such times, and on such terms and conditions as may be determined and approved by the Member. Loans by the Member to the Company will not be considered as contributions to the capital of the Company.

ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS

4.1 Non-Liquidation Cash Distributions. The amount, if any, of Available Cash may be determined by the Representative or an appointed Officer and distributed by the Member at any time and from time to time.

4.2 Liquidation Distributions. Liquidation Proceeds will be distributed in the following order of priority:

(a) To the payment of debts and liabilities of the Company (including to the Member to the extent otherwise permitted by law and applicable contractual restrictions) and the expenses of liquidation.

(b) Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves must be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person deems advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, will be distributed as hereinafter provided.

(c) The remainder to the Member.

4.3 Income, Losses and Credits. The Company’s Income or Loss, as the case may be, and applicable Credits, for each fiscal year of the Company, as determined in accordance with such method of accounting as may be adopted for the Company, will be allocated to the Member for both financial accounting and income tax purposes, except as otherwise provided for herein or unless the Member determines otherwise.

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4.4 Withholding of Distributions. Notwithstanding any other provision of this Agreement, the Member (or any Person required or authorized by law to wind up the Company’s affairs) may suspend, reduce or otherwise restrict Distributions of Available Cash and Liquidation Proceeds when, in the Member’s sole opinion, such action is in the best interests of the Company.

4.5 Tax Withholding. Notwithstanding any other provision of this Agreement, the Member may take any action that the Member determines is necessary or appropriate to cause the Company to comply with any withholding requirements established under any federal, state or local tax law, including, without limitation, withholding on any Distribution to the Member. For all purposes of this Article IV, any amount withheld on any Distribution and paid over to the appropriate governmental body may be treated as if such amount had in fact been distributed to the Member.

4.6 Reserves. The Member has the right to establish, maintain and expend Reserves to provide for working capital, for future maintenance, repair or replacement of the Property, for debt service, for future investments and for such other purposes as the Member may deem necessary or advisable.

ARTICLE V - MANAGEMENT

5.1 Management. Except as expressly limited by law or this Agreement, the Property, business and affairs of the Company will be managed by one natural person, as designated by the Member, who is referred to as the “Representative.” The Member hereby designates John J. Sherman as the Representative. The Representative will hold office until the Representative’s successor is designated by the Member or until the Representative’s earlier death or resignation.

5.2 Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents. The Member or the Member’s designee is authorized to execute and file with the Secretary of State of Delaware any document permitted or required by the Act. The Member hereby waives any requirement under the Act of receiving a copy of any document filed with the Secretary of State of Delaware. The Member hereby ratifies and affirms the Certificate as heretofore filed on behalf of the Company.

5.3 Limitation of Liability; Indemnification.

(a) Limitation. No Person will be liable to the Company or its Member for any loss, damage, liability or expense suffered by the Company or its Member on account of any action taken or omitted to be taken by such Person as a Member of the Company or by such Person while serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, if such Person discharges such Person’s duties in good faith, exercising the same degree of care and skill that a prudent person would have exercised under the circumstances in the conduct of such prudent person’s own affairs, and in a manner such Person reasonably believes to be in the best interest of the Company. The Member’s liability hereunder will be limited only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company.

7

(b) Right to Indemnification. The Company will indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that such Person is or was a Member of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Company is not required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company is not required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Member; provided, further, that a Member will be indemnified hereunder only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company or any Other Enterprise and that the provisions of this Section 5.3 are not intended to extend indemnification to the Member for any actions taken or omitted to be taken by the Member in any other connection, including, but not limited to, any other express obligation of the Member undertaken in this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

(c) Enforcement of Indemnification. If the Company refuses to indemnify any Person who may be entitled to be indemnified or to have expenses advanced under this Section 5.3, such Person may maintain an action in any court of competent jurisdiction against the Company to determine whether or not such Person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the Person is determined to be entitled to such indemnification or advancement of expenses, such Person will be reimbursed by the Company for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

(d) Advancement of Expenses. Expenses (including attorneys’ fees) reasonably incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, will be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or

8

on behalf of such Person to repay such amount if it is ultimately determined that such Person is not entitled to indemnification by the Company. In no event will any advance be made in instances where the Member or independent legal counsel reasonably determines that such Person would not be entitled to indemnification hereunder.

(e) Non-Exclusivity. The indemnification and the advancement of expenses provided by this Section 5.3 are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, or any agreement, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and will not limit in any way any right that the Company may have to make additional indemnifications with respect to the same or different Persons or classes of Persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.3 will continue as to a Person who has ceased to be a Member of the Company, and as to a Person who has ceased serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and will inure to the benefit of the heirs, executors and administrators of such Person.

(f) Insurance. Upon the approval of the Member the Company may purchase and maintain insurance on behalf of any Person who is or was a Member, agent or employee of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Company would have the power, or the obligation, to indemnify such Person against such liability under the provisions of this Section 5.3.

(g) Amendment and Vesting of Rights. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 5.3 may not be amended or repealed and the rights to indemnification and advancement of expenses created hereunder may not be changed, altered or terminated except by the Member. The rights granted or created hereby will be vested in each Person entitled to indemnification hereunder as a bargained-for, contractual condition of such Person’s serving or having served as a Member of the Company or serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and, while this Section 5.3 may be amended or repealed, no such amendment or repeal will release, terminate or adversely affect the rights of such Person under this Section 5.3 with respect to any act taken or the failure to take any act by such Person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

(h) Definitions. For purposes of this Section 5.3, references to:

(i) The “Company” includes, in addition to the resulting or surviving limited liability company (or other entity), any constituent limited liability company (or other entity) (including any constituent of a constituent) absorbed in a consolidation or merger so that any Person who is or was a member or manager

9

of such constituent limited liability company (or other entity), or is or was serving at the request of such constituent limited liability company (or other entity) as a director, officer or in any other comparable position of any Other Enterprise stands in the same position under the provisions of this Section 5.3 with respect to the resulting or surviving limited liability company as such Person would if such Person had served the resulting or surviving limited liability company (or other entity) in the same capacity;

(ii) “Other Enterprises” or “Other Enterprise” includes, without limitation, any other limited liability company, corporation, partnership, joint venture, trust or employee benefit plan;

(iii) “fines” includes any excise taxes assessed against a person with respect to an employee benefit plan;

(iv) “defense” includes investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and also includes any defensive assertion of a cross-claim or counterclaim; and

(v) “serving at the request of the Company” includes any service as a director, officer or in any other comparable position that imposes duties on, or involves services by, a Person with respect to an employee benefit plan, its participants, or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan will be deemed to have acted “in the best interest of the Company” as referred to in this Section 5.3.

(i) Severability. If any provision of this Section 5.3 or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 5.3 and the application of such provision to other Persons or circumstances will not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable will modify and construe the provision so as to render it valid and enforceable as against all Persons and to give the maximum possible protection to Persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if the Member of the Company or any Person who is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, is entitled under any provision of this Section 5.3 to indemnification by the Company for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such Person in connection with any threatened, pending or completed action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Company will nevertheless indemnify such Person for the portion thereof to which such Person is entitled.

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5.4 Contracts with the Member or Affiliates. No contract or transaction between the Company and the Member or between the Company and any Person in which the Member is a director or officer, or has a financial interest, will be void or voidable solely for this reason, and the Member is not obligated to account to the Company for any profit or benefit derived by the Member if the Member consents to such contract or transaction.

5.5 Other Business Ventures. The Member may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others, whether or not similar to or in competition with the business of the Company, and neither the Company nor the Member will have any right by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom. The Member is not required to devote all of its time or business efforts to the affairs of the Company, but will devote so much of their time and attention to the Company as is reasonably necessary and advisable to manage the affairs of the Company to the best advantage of the Company.

ARTICLE VI - OFFICERS

6.1 Officers.

(a) Generally. The Representative, as set forth below, will appoint agents of the Company, referred to as “Officers” of the Company as described in this Section 6.1. Unless provided otherwise by resolution of the Member or Representative, the Officers will have the titles, power, authority and duties described below in this Section 6.1.

(b) Titles and Number. The Officers will be the Chairman of the Board of Directors (unless the Member or Representative provides otherwise), the President, any and all Vice Presidents, the Secretary and any and all Assistant Secretaries and any Treasurer and any and all Assistant Treasurers and any other Officers appointed pursuant to this Section 6.1. There may be appointed from time to time, in accordance with this Section 6.1, such Vice Presidents, Secretaries, Assistant Secretaries, Treasurers and Assistant Treasurers as the Member or Representative may desire. Any person may hold two or more offices.

(i) President. The Member or Representative will elect an individual to serve as President. The President will be the chief executive officer of the Company. The President may sign, with the secretary, an assistant secretary or any other proper officer of the Company thereunto duly authorized by the Member or Representative, any deeds, mortgages, bonds, contracts or other instruments which the Member or Representative has authorized to be executed except in cases where the execution thereof is expressly delegated by the Member or Representative or by this Agreement to some other officer or agent of the Company or is required by law to be otherwise executed. In general, the President will perform all duties incident to the office of President and chief executive officer of the Company and such other duties as may be prescribed from time to time by the Member or Representative.

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(ii) Vice Presidents. The Member or Representative, in their discretion, may elect one or more Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) will perform the duties of the President, and the Vice President, when so acting, will have all of the powers and be subject to all the restrictions upon the President. Each Vice President will perform such other duties as from time to time may be assigned by the President or the Member or Representative.

(iii) Secretary and Assistant Secretaries. The Member or Representative, in their discretion, may elect a Secretary and one or more Assistant Secretaries. The Secretary will record or cause to be recorded in books provided for that purpose the minutes of the meetings or actions of the Representative and of the Members, will see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, will be custodian of all records (other than financial), will see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, will perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Member, the Representative or the President. The Assistant Secretaries will exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.

(iv) Treasurer and Assistant Treasurers. The Member or Representative, in their discretion, may elect a Treasurer and one or more Assistant Treasurers. The Treasurer will keep or cause to be kept the books of account of the Company and will render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Member or Representative or the President. The Treasurer, subject to the order of the Member or Representative, will have the custody of all funds and securities of the Company. The Treasurer will perform all other duties commonly incident to his office and will perform such other duties and have such other powers as this Agreement, the Member, the Representative or the President, will designate from time to time. The Assistant Treasurers will exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers will possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving or in the absence of the appointed Treasurer and Assistant Treasurer, the President and chief executive officer, or such other Officer as the Member or Representative selects, will have the powers and duties conferred upon the Treasurer.

(c) Other Officers and Agents. The Member or Representative may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who will hold their offices for such terms and will exercise such powers and perform such duties as is determined from time to time by the Member or Representative.

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(d) Appointment and Term of Office. The Officers will be appointed by the Member or Representative at such time and for such terms as the Member or Representative determines. Any Officer may be removed, with or without Cause, only by the Member or Representative. Vacancies in any office may be filled only by the Member or Representative.

(e) Powers of Attorney. The Member or Representative may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

(f) Officers’ Delegation of Authority. Unless otherwise provided by resolution of the Member or Representative, no Officer has the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Member.

6.2 Compensation.

The Officers will receive such compensation for their services as may be designated by the Member or Representative. In addition, the Officers are entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder.

ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS

7.1 Fiscal Year. The fiscal year and taxable year of the Company ends on September 30 of each year, unless a different year is required by the Code or otherwise established by the Member.

7.2 Books and Records. At all times during the existence of the Company, the Company will cause to be maintained full and accurate books of account, which will reflect all Company transactions and be appropriate and adequate for the Company’s business. The books and records of the Company must be maintained at the principal office of the Company. The Member (or the Member’s designated representative) will have the right during ordinary business hours and upon reasonable notice to inspect and copy (at the Member’s own expense) all books and records of the Company.

7.3 Bank Accounts. All funds of the Company must be deposited in a separate bank, money market or similar account approved by the Member and in the Company’s name. Withdrawals therefrom may be made only by persons authorized to do so by the Member.

ARTICLE VIII - TRANSFERS OF INTERESTS

8.1 General Provisions. The Member may Transfer all or any part of the Member’s Interest. Upon any Transfer to any transferee (a “Transferee”) of all or any part of the Member’s Interest, such Transferee will become a Member of the Company in place of the Member (a “Substitute Member”) only to the extent that the Member has expressly stated such intention in

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writing. Except to the extent that a Transferee becomes a Substitute Member, such Transferee will not be entitled to exercise any rights as a Member in the Company, including the right to vote, grant approvals, or give consents with respect to the applicable Interest, the right to require any information or accounting of the Company’s business or the right to inspect the Company’s books and records, but such Transferee will only be entitled to receive, to the extent of the Interest transferred to such Transferee, the Distributions attributable thereto.

8.2 Redemption of Interests. Any Interest may be redeemed by the Company, by purchase or otherwise, as determined by the Member with the approval of the Member.

ARTICLE IX - DISSOLUTION AND TERMINATION

9.1 Events Causing Dissolution. The Company will be dissolved only upon the first to occur of the following events:

(a) The written determination of the Member to dissolve.

(b) Upon the entry of a decree of judicial dissolution under Section 18-802 of the Act.

9.2 Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Member will take such actions as may be required pursuant to the Act and will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Member will have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 9.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

9.3 Application of Proceeds. Upon dissolution and liquidation of the Company, the assets of the Company will be applied and distributed in the order of priority set forth in Section 4.2.

ARTICLE X - MISCELLANEOUS

10.1 Title to the Property. Title to the Property will be held in the name of the Company. The Member will not individually have any ownership interest or rights in the Property, except indirectly by virtue of the Member’s ownership of an Interest.

10.2 Nature of Interest in the Company. An Interest is personal property for all purposes.

10.3 Notices and Determinations. Any notice or determination required or permitted to be given or made by this Agreement or the Act is sufficient if given or made in writing.

10.4 No Third Party Rights. None of the provisions contained in this Agreement are for the benefit of or enforceable by any third parties, including, but not limited to, creditors of the Company; provided, however, the Company may enforce any rights granted to the Company under the Act, the Certificate, or this Agreement.

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10.5 Amendments to this Agreement. This Agreement may not be modified or amended in any manner other than by the Member.

10.6 Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement will not be affected thereby and will remain in full force and effect and will be enforced to the greatest extent permitted by law.

10.7 Binding Agreement. The provisions of this Agreement are binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

10.8 Headings. The headings of the Certificate and the sections of this Agreement are for convenience only and may not be considered in construing or interpreting any of the terms or provisions thereof and hereof.

10.9 Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Delaware.

The Company and the Member have executed this Agreement as of the date first written above.

LIBERTY PROPANE OPERATIONS, LLC
By:	LIBERTY PROPANE GP, LLC, the General Partner of Liberty Propane, L.P., its sole Member
	By:	/s/ John J. Sherman
		John J. Sherman,
		President and Chief Executive Officer
LIBERTY PROPANE OPERATIONS, LLC
	By:	/s/ John J. Sherman
		John J. Sherman,
		President and Chief Executive Officer

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EX-3.35

Exhibit 3.35

CERTIFICATE OF LIMITED PARTNERSHIP

OF

LIBERTY PROPANE PARTNERS, L.P.

The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:

I. The name of the limited partnership is:

Liberty Propane Partners, L.P.

II. The address of the Partnership’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle. The name of the Partnership’s registered agent for service of process in the State of Delaware at such address is The Corporation Trust Company.

III. The name and mailing address of the General Partner is as follows:

Liberty Propane, LLC

1033 Skokie Boulevard, Suite 600

Northbrook, Illinois 60062

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Limited Partnership of LIBERTY PROPANE PARTNERS, L.P. this 13th day of June, 2003.

LIBERTY PROPANE, LLC its General Partner
By:	/s/ Tom Wippman
	Tom Wippman
	Authorized Signatory

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:58 PM 06/13/2003

FILED 06:22 PM 06/13/2003

SRV 030393754 – 3670001 FILE

EX-3.36

Exhibit 3.36

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:00 PM 07/10/2003

FILED 04:00 PM 07/10/2003

SRV 030454685 – 3670001 FILE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

LIBERTY PROPANE PARTNERS, L.P.

Pursuant to the provisions of Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, the undersigned general partner of Liberty Propane Partners, L.P. (the “Partnership”) desires to amend the certificate of limited partnership of the Partnership and for that purpose submits the following certificate of amendment:

I. The name of the limited partnership is:

Liberty Propane Partners, L.P.

II. The certificate of limited partnership is hereby amended by amending and restating Article I in its entirety as follows:

“I. The name of the limited partnership is:

Liberty Propane, L.P.”

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on the 7th day of July, 2003.

LIBERTY PROPANE, LLC its General Partner
By:	/s/ Tom D. Wippman
	Tom D. Wippman
	Authorized Signatory

EX-3.37

Exhibit 3.37

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:47 AM 01/23/2004

FILED 08:31 AM 01/23/2004

SRV 040048766 – 3670001 FILE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

LIBERTY PROPANE, L.P.

It is hereby certified that:

FIRST: The name of the limited partnership (hereinafter called the “partnership”) is:

LIBERTY PROPANE, L.P.

SECOND: Pursuant to the provisions of Section 17-202, Title 6, Delaware Code, the amendment to the Certificate of Limited partnership effected by this Certificate of Amendment is to change the address of the registered office of the partnership in the State of Delaware to 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, and to change the name of the registered agent of the partnership in the State of Delaware at the said address to Corporation Service Company.

The undersigned, a general partner of the partnership, executes this Certificate of Amendment on January 20, 2004.

/s/ Tom D. Wippman

Name: Tom D. Wippman

Capacity: Authorized Person on behalf of: Liberty Propane, LLC General Partner

EX-3.38

Exhibit 3.38

Execution Version

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

LIBERTY PROPANE, L.P.

A DELAWARE LIMITED PARTNERSHIP

July 2, 2007

Execution Version

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS
1.1	Definitions	1
1.2	Rules of Construction	12
ARTICLE 2 ORGANIZATIONAL MATTERS
2.1	Formation	12
2.2	Name	13
2.3	Purposes	13
2.4	Term	13
2.5	Offices; Registered Agent	13
2.6	Representations, Warranties and Covenants	13
2.7	Fiscal Year	14
2.8	Foreign Qualification	14
ARTICLE 3 ISSUANCE OF ADDITIONAL PARTNERSHIP INTERESTS
3.1	Partners	14
3.2	Admission of Additional Common Limited Partners and Issuance of Additional Common Limited Partner Interests	14
3.3	Admission of Series A Preferred Limited Partners and Issuance of Series A Preferred Limited Partner Interests	14
3.4	Admission of Limited Partners of Other Classes and Issuances of Other Limited Partner Interests	15
3.5	Preemptive Rights of the Class A Common Limited Partners and the Class B Common Limited Partners	15
ARTICLE 4 PARTNERS’ CAPITAL CONTRIBUTIONS
4.1	General Partner	15
4.2	Limited Partners	15
4 3	Continuation of Limited Partner Status	15
4.4	Capital	15
4.5	Capital Contributions	16
4.6	Failure to Contribute	17
ARTICLE 5 ALLOCATIONS
5.1	Profits and Losses	18
5.2	Special Allocations	19
5.3	Curative Allocations	21
5.4	Tax Allocations: Code Section 704(c)	21
5.5	Other Allocation Rules	21
ARTICLE 6 DISTRIBUTIONS
6.1	Priority of Distributions	22
6.2	Tax Adjustments and Preferences	23
6.3	Withholding	23
6.4	Tax Distributions	23
ARTICLE 7 MANAGEMENT AND OPERATION
7.1	Authority of General Partner	23
7.2	Reliance on General Partner	25
7.3	Duties and Obligations of General Partner	25
7.4	Reliance on Experts	25
7.5	Restriction on Authority of General Partner	26

7.6	Power of Attorney	27
ARTICLE 8 GENERAL PARTNER
8.1	Transfers of the General Partners Interest and Successor General Partners	28
8.2	Covenant Not To Withdraw or Dissolve	28
8.3	Termination of Status as General Partner	28
ARTICLE 9 ROLE OF LIMITED PARTNERS
9.1	Rights or Powers	29
9.2	Voting Rights	29
ARTICLE 10 SPECIAL MATTERS CONCERNING PREFERRED LIMITED PARTNER INTERESTS
10.1	Series A Preferred Designation of Class	30
10.2	Series A Preferred Distributions	30
10.3	Series A Preferred Exchange upon an Initial Public Offering	30
10.4	Series A Preferred Put Option	31
10.5	Series A Preferred Redemption	31
10.6	Series A Preferred Voting Rights	32
10.7	Series A Preferred Subordination	32
10.8	Series B Preferred Designation; Voting	32
10.9	Series B Preferred Distributions	32
10.10	Series B Preferred Exchange upon an Initial Public Offering	33
10.11	Series B Preferred Limited Partner Put Option	33
10.12	Series B Preferred Redemptions	34
ARTICLE 11 SPECIAL MATTERS CONCERNING THE MANAGEMENT RESTRICTED COMMON LIMITED PARTNER INTERESTS
11.1	Designation of Class	35
11.2	Time Vesting of the Management Restricted Common Limited Partner Interests	35
11.3	Termination and Transfer of the Management Restricted Common Limited Partner Interests and Class B Common Limited Partner Interests	37
11.4	Allocation and Transfer of Management Restricted Common Limited Partner Interests held by the General Partner	38
11.5	Voting Rights	38
11.6	Escrow of Distributions	39
ARTICLE 12 SPECIAL MATTERS CONCERNING THE COMMON LIMITED PARTNER INTERESTS
12.1	Initial Public Offering	39
12.2	Class B Common Limited Partner Call Option	40
ARTICLE 13 OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES
13.1	Partnership Expenses	40
ARTICLE 14 BOOKS AND RECORDS
14.1	Books of Account	41
14.2	Availability of Books of Account	41
14.3	Periodic Reporting	41
14.4	Bank Accounts	42
14.5	Tax Returns	42
14.6	Information	42
ARTICLE 15 AMENDMENTS; MEETINGS
15.1	Amendments	42

ARTICLE 16 CERTIFICATES OF INTEREST, RECORD HOLDERS AND DISPOSITION OF INTEREST BY LIMITED PARTNERS
16.1	Certificates of Partnership Interest	42
16.2	Registration, Registration of Disposition and Exchange	43
16.3	Mutilated, Destroyed, Lost or Stolen Certificates	43
16.4	Record Holder	43
16.5	Restriction on Dispositions	44
16.6	Permitted Dispositions of Limited Partner’s Partnership Interests	44
16.7	Right of First Refusal	44
16.8	Drag-Along and Tag-Along Rights	45
16.9	Prohibited Dispositions	47
16.10	Rights of Unadmitted Assignees	47
16.11	Admission of Limited Partners	47
16.12	Representations as to Securities Laws; Legend	48
16.13	Distributions and Allocations in Respect to Disposed Partnership Interests	48
16.14	Notice Rights	49
16.15	Reallocation and Waiver	49
16.16	Securities	49
ARTICLE 17 DISSOLUTION AND WINDING UP
17.1	Liquidating Events	50
17.2	Winding Up	50
17.3	Deemed Distribution and Recontribution	51
17.4	Rights of Partners	52
17.5	Notice of Dissolution	52
ARTICLE 18 INDEMNIFICATION
18.1	Standard and Extent	52
18.2	Securities Laws Violations	52
18.3	Advance Payments	52
18.4	Witness Expenses	52
18.5	Insurance	53
18.6	Reports of Indemnification and Advances	53
ARTICLE 19 MISCELLANEOUS
19.1	Notice	53
19.2	Entire Agreement	53
19.3	Severability of Provisions	53
19.4	Survival of Indemnities	53
19.5	Governing Law	53
19.6	Counterpart Execution	53
19.7	Binding Effect	54
19.8	Headines	54
19.9	Attorneys’ Fees	54
19.10	Variations of Pronouns	54
19.11	Construction	54
19.12	Incorporation by Reference	54
19.13	Further Action	54
19.14	Partition	54
19.15	Sole Discretion	54
19.16	Merger	54
19.17	Confidential Information	55

iii

EXHIBITS AND SCHEDULES

Exhibit A	Partners
Exhibit B	Summary of Terms of the Initial Public Offering

iv

Execution Version

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

LIBERTY PROPANE, L.P.

A Delaware Limited Partnership

This Third Amended and Restated Agreement of Limited Partnership of Liberty Propane, L.P. (this “Agreement”), is made and entered into to be effective as of July 2, 2007 (“Effective Date”), by and among Liberty Propane GP, LLC, a Delaware limited liability company, as the General Partner, and all other parties admitted to the Partnership as Limited Partners, as provided herein and set forth in Exhibit A hereto, as from time to time amended in accordance herewith. This Agreement supersedes and replaces the previous Second Amended and Restated Agreement of Limited Partnership of Liberty Propane, L.P. dated April 1, 2006. This Agreement is being amended and restated to create and issue the Series B Preferred Limited Partner Interests to the Series B Preferred Limited Partners on or about the Effective Date.

ARTICLE 1

DEFINITIONS

1.1 Definitions. For the purposes of this Agreement, the following terms shall have the meanings indicated:

“Accepting Offerees” has the meaning given in Section 16.7(d).

“Act” means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time (or any corresponding provisions of succeeding Law).

“Adjusted Capital Account” means, with respect to any Partner, such Partner’s Capital Account as of the end of the relevant Fiscal Year, adjusted as follows:

(i) credit to such Capital Account, any amounts which such Partner (A) is obligated to restore pursuant to any provision of this Agreement, or (B) is obligated to restore pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5)); and

(ii) debit to such Capital Account, the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).

The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), and shall be interpreted consistently therewith.

“Affiliate” means with respect to any Person, (i) any Person, directly or indirectly, controlling, controlled by, or under common control with such Person; (ii) any Person owing or controlling 10% or more of the outstanding voting interests of such Person; (iii) any officer, director, or general partner of such Person; or (iv) any Person who is an officer, director, general partner, trustee or holder of 10% or more of the voting interests of any Person described in clauses (i) through (iii) of this sentence. The Partners shall not be deemed to be Affiliates of the Partnership.

“Agreement” has the meaning given in the introductory paragraph.

“Argosy” means Argosy Investment Partners III, L.P.

“Argosy Entity” means Argosy, ACG – Liberty Propane L.P., or and any entity directly or indirectly wholly owned or controlled by Argosy.

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“Article 16 Sale” has the meaning given in Section 16.8(a).

“Assignee” means any Person that acquires a Partnership Interest or any portion thereof through a Disposition; provided, however, that an Assignee shall have no right to be admitted to the Partnership as a Partner except in accordance with ARTICLE 8 or 16, as applicable. The Assignee of a dissolved Partner is the shareholder, partner, or other equity owner or owners of the dissolved Partner to whom such Partner’s Partnership Interest is assigned by the Person conducting the liquidation or winding up of such Partner. The Assignee of a Bankrupt Partner is (a) the Person or Persons (if any) to whom such Bankrupt Partner’s Partnership Interest is assigned by order of the bankruptcy court or other Governmental Authority having jurisdiction over such Bankruptcy, or (b) in the event of a general assignment for the benefit of creditors, the creditor to which such Partnership Interest is assigned.

“Assignor” means a Partner Disposing of its Partnership Interest.

“Assumed Income Tax Rate” has the meaning given in Section 6.4.

“Bankrupt” or “Bankruptcy” means, with respect to any Person, that:

(i) such Person (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition; (C) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (D) files a petition or answer seeking for such Person a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any Law; (E) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in a proceeding of the type described in subclauses (A) through (D) of this clause (i); or (F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of such Person or of all or any substantial part of such Person’s properties; or

(ii) a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any Law has been commenced against such Person and 120 Days have expired without dismissal thereof or with respect to which, without such Person’s consent or acquiescence, a trustee, receiver, or liquidator of such Person or of all or any substantial part of such Person’s properties has been appointed and 90 Days have expired without the appointment’s having been vacated or stayed, or 90 Days have expired after the date of expiration of a stay, if the appointment has not previously been vacated.

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the State of New York are closed.

“Call Date” has the meaning given in Section 12.2(b).

“Call Price” has the meaning given in Section 12.2(a).

“Calvert Street” means Calvert Street Capital Partners, Inc.

“Calvert Street Entity” means Calvert Street, Legg Mason SBIC Mezzanine Fund, L.P. (so long as controlled by Calvert Street), or and any entity directly or indirectly wholly owned or controlled by Calvert Street.

“Capital Account” means the capital account established for each Partner pursuant to Section 4.4(b).

“Capital Account Reduction” has the meaning given in Section 4.6(a)(ii)(A).

“Capital Contributions” means, with respect to any Partner, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership by a Partner. Any reference in this Agreement to the Capital Contributions of a Partner shall include a Capital Contribution of its predecessors in interest.

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“Certificate of Limited Partnership” means the certificate of limited partnership of the Partnership filed with the State of Delaware, as required by the Act, and as from time to time amended, or such similar instrument as may be required to be filed by the Laws of any other state in which the Partnership conducts business.

“Certificate of Partnership Interest” means a certificate in such form as may be adopted by the General Partner in its Sole Discretion that is issued by the Partnership to evidence ownership of one or more Partnership Interests.

“Class A and Class B Common Conversion Ratio” means that ratio determined by the General Partner in its reasonable discretion after consultation with the managing underwriters with respect to any potential IPO Event.

“Class A and Class B Common Preferred Return” means an amount equal to 12% per annum compounded quarterly, accrued from the date of each Capital Contribution, on (a) the Unpaid Capital Contributions made by all Class A Common Limited Partners and Class B Common Limited Partners and (b) any accrued and payable, but unpaid, Class A and Class B Common Preferred Return.

“Class A Common Limited Partner” means any Limited Partner executing this Agreement as a Class A Common Limited Partner or hereafter admitted to the Partnership as a Class A Common Limited Partner as provided in this Agreement, but does not include any Person who has ceased to be a Limited Partner. The Class A Common Limited Partners, as of the date hereof, are listed on Exhibit A hereto.

“Class A Common Limited Partner Interests” means the class of Limited Partner Interests with the rights and privileges specified herein.

“Class B Common Limited Partner” means any Limited Partner executing this Agreement as a Class B Common Limited Partner or hereafter admitted to the Partnership as a Class B Common Limited Partner as provided in this Agreement, but does not include any Person who has ceased to be a Limited Partner. The Class B Common Limited Partners, as of the date hereof, are listed on Exhibit A hereto.

“Class B Common Limited Partner Interests” means the class of Limited Partner Interests with the rights and privileges specified herein.

“Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding Law).

“Commitment” means, with respect to any Partner, the “Remaining Commitment” specified for such Partner on Exhibit A.

“Common Limited Partner” means a Limited Partner who holds Class A Common Limited Partner Interests, Class B Common Limited Partner Interests or Management Restricted Common Limited Partner Interests.

“Common Limited Partner Super-Majority” means the Class A Common Limited Partners and the Class B Common Limited Partners (voting as a single class) holding among them Limited Partner Interests representing at least 67% of the aggregate Unpaid Capital Contributions of all Class A Common Limited Partners and the Class B Common Limited Partners.

“Competing Holder” means any Class B Common Limited Partner or Management Restricted Limited Partner who directly or indirectly participates in the ownership, management, operation or control of, or is connected as an officer, management employee, partner, director or contractor providing management or consulting services with, or has any financial interest in or aids or assists anyone else in the conduct of, any business in any Restricted Territory (as defined in any non-competition, non-solicitation or management agreement between such Limited Partner and the General Partner or Partnership) that either conducts a business substantially similar to that conducted by the General Partner and the Partnership or provides or sells a service or product that is the same, substantially similar to or otherwise competitive with the products and services provided or sold by the Partnership; provided, however, that a Limited Partner shall not be considered a Competing Holder solely as the result of such Person

3

providing traditional investment banking services. For the purposes of this definition, (i) if circumstances arise in which G. Cook Jordan, Jr., Thomas E. Knauff or Jordan, Knauff & Company (or any of their respective Affiliates) would be considered a Competing Holder, then Management Capital Company, LLC shall be considered a Competing Holder; (ii) if circumstances arise in which Kent A. Misemer would be considered a Competing Holder, then Kent A. Misemer Revocable Trust Dated 12-24-92 shall be considered a Competing Holder and (iii) if circumstances arise in which Larry A. Weinstein would be considered a Competing Holder, then Larry A. Weinstein Revocable Trust Dated 8-21-00 shall be considered a Competing Holder.

“Confidential Information” means information and data (including all copies thereof) that is furnished or submitted by any of the Partners or their Affiliates, whether oral, written, or electronic, on a confidential basis to the other Partners or their Affiliates in connection with the Partnership, and any and all of the studies or analyses of investment opportunities to be made by the Partnership, and the resulting information and data obtained from those studies or analyses. Notwithstanding the foregoing, the term “Confidential Information” shall not include any information that:

(i) is in the public domain at the time of its disclosure or thereafter, other than as a result of a disclosure directly or indirectly by a Partner or its Affiliates in contravention of this Agreement;

(ii) as to any Partner, was in the possession of such Partner or its Affiliates prior to the execution of this Agreement; or

(iii) as to any Partner, has been independently acquired or developed by such Partner or its Affiliates without violating any of the obligations of such Partner or its Affiliates under this Agreement.

“Contributing Limited Partner” has the meaning given in Section 4.6(a)(ii).

“Day” means a calendar day; provided, however, that if any period of Days referred to in this Agreement shall end on a Day that is not a Business Day, then the expiration of such period shall be automatically extended until the end of the first succeeding Business Day.

“Defaulting Holder” means (i) any Management Restricted Limited Partner or Class B Common Limited Partner who is an employee of, or provides substantial services to, the General Partner, the Partnership or any entity that provides substantial services to the General Partner or the Partnership and such Person (A) has engaged in gross negligence or willful misconduct in the performance of the duties required of it or him, (B) has been convicted with respect to a felony offense involving moral turpitude, (C) has materially breached any policy or code of conduct established by the General Partner or the Partnership of which such Person is aware or should have been aware, or (D) has willfully engaged in conduct that such Person knows or should know is materially injurious to the Partnership; or (ii) any Series A Preferred Limited Partner, Management Restricted Limited Partner or Class B Common Limited Partner who has breached the terms of a non-compete, non-solicitation or management agreement between such Person and the General Partner or Partnership. For the purposes of this definition, (i) if circumstances arise in which G. Cook Jordan, Jr., Thomas E. Knauff or Jordan, Knauff & Company (or any of their respective Affiliates) would be considered a Defaulting Holder, then Management Capital Company, LLC shall be considered a Defaulting Holder; (ii) if circumstances arise in which Kent A. Misemer would be considered a Defaulting Holder, then Kent A. Misemer Revocable Trust Dated 12-24-92 shall be considered a Defaulting Holder and (iii) if circumstances arise in which Larry A. Weinstein would be considered a Defaulting Holder, then Larry A. Weinstein Revocable Trust Dated 8-21-00 shall be considered a Defaulting Holder.

“Default Rate” means a rate per annum equal to the lesser of (i) a varying rate per annum equal to the sum of (A) the Prime Rate plus (B) 5% per annum, or (ii) the maximum rate permitted by Law.

“Depreciation” means, for each Fiscal Year (or other period), an amount equal to the depreciation, amortization, or any other cost recovery deduction allowable with respect to an asset for such year or other period; provided, however, if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year (or other period), Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost

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recovery deduction for such Fiscal Year (or other period) as the period bears to such beginning adjusted tax basis; provided, further, however, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year (or other period) is zero, depreciation shall be determined with reference to such beginning Gross Asset Value, using any reasonable method selected by the General Partner.

“Dispose.” “Disposing” or “Disposition” means with respect to any asset (including a Partnership Interest or any portion thereof), a sale, assignment, transfer, conveyance, gift, exchange or other disposition of such asset, whether such disposition be voluntary, involuntary or by operation of Law, including the following: (i) in the case of an asset owned by an entity, (A) a merger or consolidation of such entity (other than where such entity is the survivor thereof), or (B) a distribution of such asset, including in connection with the dissolution, liquidation, winding-up or termination of such entity (unless, in the case of dissolution, such entity’s business is continued without the commencement of liquidation or winding-up); and (ii) a disposition in connection with, or in lieu of, a foreclosure of an Encumbrance; provided, however, creation of an Encumbrance shall not be deemed a Disposition as defined in this definition.

“Dissenting Holder” has the meaning given in Section 10.3(b).

“Distributable Assets” means the cash, securities and any other assets of the Partnership available to the Partnership for distribution to the Partners, as determined by the General Partner after payment of or provision for the following with respect to the Partnership and its subsidiaries:

(i) all operating expenses including property taxes;

(ii) all scheduled payments of principal, interest and other charges due during any relevant period in respect of any indebtedness;

(iii) all expenditures for capital improvements to assets or property deemed reasonably necessary or advisable by the General Partner;

(iv) all current liabilities (including, but not limited to, trade payables and other accounts payable, security deposits and property taxes payable); and

(v) working capital reserves in such amounts as the General Partner deems reasonably necessary or advisable.

“Drag-Along Right” has the meaning given in Section 16.8(a).

“Economic Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

“Effective Date” has the meaning given in the introductory paragraph.

“Encumber.” Encumbering” or “Encumbrance” means the creation of a security interest, lien, pledge, mortgage or other encumbrance, whether such encumbrance be voluntary, involuntary or by operation of Law.

“First Offer” has the meaning given in Section 16.7(b).

“Fiscal Year” means the period commencing on July 1 and ending on the earlier to occur of (A) the next June 30 and (B) the date on which (1) all Partnership Property is distributed pursuant to ARTICLE 17 of this Agreement and (2) the Partnership’s Certificate of Limited Partnership is canceled pursuant to the Act.

“GAAP” means generally accepted accounting principles in the United States, consistently applied throughout the specified period.

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“General Partner” means any Person who (i) is referred to as such in the introductory paragraph of this Agreement, or who has become a General Partner pursuant to the terms of this Agreement, and (ii) has not ceased to be a General Partner pursuant to the terms of this Agreement.

“General Partner Interest” means the Partnership Interests held by the General Partner.

“General Partner Protected Acts” has the meaning given in Section 7.3(b).

“General Partner Protected Parties” has the meaning given in Section 7.3(b).

“Governmental Authority” means a federal, state, local or foreign governmental authority; a state, province, commonwealth, territory or district thereof; a county or parish; a city, town, township, village or other municipality; a district, ward or other subdivision of any of the foregoing; any executive, legislative or other governing body of any of the foregoing; any agency, authority, board, department, system, service, office, commission, committee, council or other administrative body of any of the foregoing; any court or other judicial body; and any officer, official or other representative of any of the foregoing.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i) the initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the contributing Partner and the Partnership;

(ii) the Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values (taking Code Section 7701(g) into account), as determined by the General Partner, as of the following times: (A) the acquisition of an additional Partnership Interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (B) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property (including cash) as consideration for an interest in the Partnership; (C) the liquidation of the Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); and (D) in connection with a grant of an interest in the Partnership (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity in anticipation of being a Partner; provided, however, that adjustments pursuant to clauses (A), (B) and (D) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;

(iii) the Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value (taking Code Section 7701(g) into account) of such asset on the date of distribution;

(iv) the Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Sections 734(b) or 743 (b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and Section 5.2(g); provided, however, that Gross Asset Values shall not be adjusted pursuant to this section to the extent the General Partner determines that an adjustment pursuant to this section is necessary or appropriate in connection with a transaction that would otherwise result in adjustment pursuant to this section; and

(v) if the Gross Asset Value of an asset has been determined or adjusted pursuant to clauses (i), (ii) or (iv) of this definition, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

“High Leverage Period” means any period of time during which the items included in the definition of (a) below are incurred and remain the cause of the leverage ratio described below exceeding a ratio of 8:1, it being the intention that a reduction of EBITDA alone shall not result in a period of time being a High Leverage Period even if

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such ratio is exceeded. The relevant ratio is (a) the sum of indebtedness for borrowed money (but expressly excluding any working capital revolving loans, seller financing, and payments with respect to non-compete agreements), capital lease obligations and Series A Preferred Limited Partner capital contributions (including accrued and unpaid Series A Preferred Return, but excluding any conversion ratio) to (b) EBITDA (calculated in accordance with the definition of EBITDA under the Partnership’s senior loan agreement on the date of this Agreement) of the Partnership and its subsidiaries for the 12 most recent calendar months for which information is available (which shall include pro forma EBITDA for any acquired business for the portion of such 12 month period such business was not owned by the Partnership or its subsidiaries).

“Indemnitees” has the meaning given in Section 18.1.

“IPO Event” means the consummation of an underwritten public offering of limited partner interests by the Partnership.

“Investment” means the acquisition for value of tangible, intangible, or mixed assets, or in the case of an “Investment” in any Person, any loan or advance to such Person, any purchase or other acquisition of any capital stock, warrants, rights, options, obligations or other securities of any such Person, any capital contribution to such Person or any other delivery of funds, stock or other assets to such Person.

“Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental Authority having valid jurisdiction.

“Limited Partner” means a Limited Partner designated as such on Exhibit A, or who has been admitted as a Limited Partner pursuant to the terms of Section 16.11 and who holds a Partnership Interest.

“Limited Partner Interest” means the Partnership Interests held by any Limited Partner.

“Liquidating Event” has the meaning given in Section 17.1(a).

“Liquidity Event” means (i) the sale of all or substantially all of the assets and business of the Partnership and its subsidiaries; (ii) the sale of all or substantially all of the Series B Preferred Limited Partner Interests, the Class A Common Limited Partner Interests and Class B Common Limited Partner Interests in a single or series of related transactions; (iii) the dissolution or liquidation of the Partnership; or (iv) the merger or consolidation of the Partnership with another entity and as a result of which the equity holders of the Partnership directly before such merger or consolidation own less than 50% of the resulting entity.

“Majority Interest” means as to a class or aggregate of classes, the Limited Partners holding among them Limited Partner Interests representing at least a majority of the aggregate Unpaid Capital Contributions made to the Partnership by the Limited Partners in such class or aggregate of classes.

“Management Company” means Liberty Propane Management LLC, a Delaware limited liability company formed on July 31, 2003.

“Management Restricted Common Limited Partner” means any Limited Partner executing this Agreement as a Management Restricted Common Limited Partner or that is hereafter admitted to the Partnership as a Management Restricted Common Limited Partner as provided in this Agreement, but does not include any Person who has ceased to be a Limited Partner. The Management Common Limited Partners, as of the date hereof, are listed on Exhibit A hereto.

“Management Restricted Common Limited Partner Interest” means the class of Limited Partner Interests with the rights and privileges specified herein, including pursuant to ARTICLE 11 hereof.

“MLP” has the meaning given in Section 10.3(a).

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“New Sharing Ratio” has the meaning given in Section 4.6(a)(ii)(C).

“Non-Contributing Limited Partner” has the meaning given in Section 4.6(a).

“Nonrecourse Deductions” means any and all items of loss, deduction or expenditures (described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulations Section 1.704-2(b), are attributable to a Nonrecourse Liability.

“Nonrecourse Liability” has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).

“Offer Notice” has the meaning given in Section 16.7(b)

“Offer Price” has the meaning given in Section 16.7(a).

“Offer Period” has the meaning given in Section 16.7(c).

“Offerees” has the meaning given in Section 16.7(b).

“Organizational Limited Partner” means SCP LP Propane Partners I, Inc., a Delaware corporation.

“Partner Nonrecourse Debt” has the meaning given in Treasury Regulations Section 1.704-2(b)(4).

“Partner Nonrecourse Debt Minimum Gain” has the meaning set forth in Treasury Regulations Section 1.704-2(i)(2).

“Partner Nonrecourse Deductions” has the meaning given in Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

“Partners” means the General Partner and all the Limited Partners, where no distinction is required by the context in which the term is used herein. “Partner” means any one of the Partners.

“Partnership” means the partnership formed pursuant to this Agreement and the partnership continuing the business of this Partnership in the event of dissolution as herein provided.

“Partnership Expenses” has the meaning given in Section 13.1.

“Partnership Interest” means with respect to any Partner, (i) that Partner’s status as a Partner; (ii) that Partner’s share of the income, gain, loss, deduction and credits of, and the right to receive distributions from the Partnership; (iii) all other rights, benefits and privileges enjoyed by that Partner (under the Act, this Agreement, or otherwise) in its capacity as a Partner, including that Partner’s rights to vote; and (iv) all obligations, duties and liabilities imposed on that Partner (under the Act, this Agreement or otherwise) in its capacity as a Partner, including any obligations to make Capital Contributions.

“Partnership Minimum Gain” has the meaning given in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“Partnership Property” means all of the assets of the Partnership, including real and personal property acquired by the Partnership, and any improvements thereto, and shall include both tangible and intangible property.

“Payment Notice” means a written notice requiring Capital Contributions to the Partnership, which notice will be delivered to each Limited Partner and will:

(i) specify the purpose for which the Capital Contributions are required to be made;

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(ii) in the case of a Payment Notice with respect to the anticipated making of an Investment, include a brief description of the identity and nature of such Investment, and the type of interest being purchased; and

(iii) specify the Capital Contribution required to be made by each Class A Common Limited Partner and Class B Common Limited Partner and the method of calculation thereof.

“Person” has the meaning assigned that term in Section 17-101(14) of the Act and also includes a Governmental Authority and any other entity.

“Prior Sharing Ratio” has the meaning given in Section 4.6(a)(ii)(C).

“Prime Rate” means the rate published in The Wall Street Journal under “Credit Markets: Money Rates,” with adjustments in such rate to be made on the same date as any change in the prime rate is so published.

“Profits and Losses” means, for each Fiscal Year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Code Section 703 (a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(i) any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses pursuant to this section shall be added to such taxable income or loss;

(ii) any expenditures of the Partnership described in Code Section 705(a)(2)(B), or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits and Losses pursuant to this section, shall be subtracted from such taxable income or loss;

(iii) in the event the Gross Asset Value of any Partnership Property is adjusted pursuant to the exceptions in (ii) or (iv) to the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset, for purposes of computing Profits and Losses;

(iv) gain or loss resulting from any disposition of Partnership Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the Partnership Property disposed of, notwithstanding that the adjusted tax basis of such Partnership Property differs from its Gross Asset Value;

(v) in lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account, Depreciation for such Fiscal Year or other period, computed in accordance with Section 10; and

(vi) notwithstanding any other provision of this section, any items which are specially allocated pursuant to Section 5.2 or 5.3 shall not be taken into account in computing Profits and Losses.

“Purchase Offer” has the meaning given in Section 16.7(a).

“Purchaser” has the meaning given in Section 16.7(a).

“Put Option” has the meaning given in Section 10.4(a).

“Put Option Closing Date” has the meaning given in Section 10.4(d).

“Put Option Exercise Notice” has the meaning given in Section 10.4(b).

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“Put Option Exercise Price” has the meaning given in Section 10.4(c).

“Qualifying IPO” means the transaction by which the Partnership or a successor in interest to the Partnership’s business and assets organizes itself as MLP and effects an initial public offering of units in the MLP in a manner similar to public offerings made by publicly traded master limited partnerships that are engaged in the distribution and sale of propane and that generates proceeds to the Partnership in excess of Twenty Five Million Dollars ($25,000,000).

“Record Holder” means the Person in whose name a Partnership Interest is registered on the books of the Partnership as of the opening of business on a particular Business Day.

“redeem” and “redemption”, or similar term, whether capitalized or not, means the purchase of a Limited Partner Interest by the Partnership where either (i) the relevant Limited Partner’s Sharing Ratio is reduced or (ii) the base on which the preferred return payable to such Limited Partner is reduced. For avoidance of doubt, distributions under Section 6.1 shall not be considered a redemption.

“Redemption Date” has the meaning given in Section 10.5(b).

“Redemption Price” has the meaning given in Section 10.5(b).

“Regulatory Allocations” has the meaning given in Section 5.3.

“Sale Notice” has the meaning given in Section 16.8(b).

“SCP Entity” means Sterling and any of its Affiliates (other than the General Partner).

“Second Installment Date” has the meaning given in Section 10.11(e).

“Series A Conversion Ratio.” with respect to any sub-series of Series A Preferred Limited Partner Interests, means a ratio equal to that to be listed on Exhibit A hereto.

“Series B Purchase Agreement” means that certain Purchase Agreement by and among the Partnership, certain Argosy Entities, and certain Calvert Street Entities of even date herewith, whereby certain Argosy Entities and certain Calvert Street Entities acquire Series B Limited Partner Interests.

“Series A Preferred Limited Partner” means any Limited Partner hereafter admitted to the Partnership as a Series A Preferred Limited Partner as provided in this Agreement, but does not include any Person who has ceased to be a Limited Partner.

“Series A Preferred Limited Partner Interests” means the class of Limited Partner Interests with the rights and privileges specified herein, including pursuant to ARTICLE 10 hereof.

“Series A Preferred Return.” with respect to any sub-series of Series A Preferred Limited Partner Interests, means an amount equal to the percentage return per annum to be listed on Exhibit A hereto on (a) the aggregate Capital Contributions made by such Series A Preferred Limited Partners and (b) any accrued and unpaid Series A Preferred Return applicable to such Series A Limited Partners.

“Series B Conversion Ratio” with respect to the Series B Preferred Limited Partner Interests, means a ratio determined initially at 1:1 as of the Effective Date but which ratio shall increase at the rate of 8.0% per annum applied on a non-compounding basis to the number of days outstanding before the event giving rise to the application of the Series B Conversion Ratio, for the avoidance of doubt, the numerator of such ratio shall increase by 0.02 every quarter, such that after three quarters the Series B Preferred Conversion Ratio shall be 1.06:1 and after five quarters shall be 1.10:1.

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“Series B Preferred Limited Partners” any Limited Partner executing this Agreement as a Series B Preferred Limited Partner or hereafter admitted to the Partnership as a Series B Preferred Limited Partner as provided in this Agreement, but does not include any Person who has ceased to be a Limited Partner. The Series B Preferred Limited Partners, as of the date hereof, are listed on Exhibit A hereto.

“Series B Preferred Limited Partners Interests” means the class of Limited Partner Interests with the rights and privileges specified herein.

“Series B Preferred Limited Partner Super-Majority” means, if one or more Calvert Street Entities continue to own all of the Series B Preferred Limited Partner Interests originally issued to them pursuant to the Series B Purchase Agreement, then the vote of such Calvert Street Entities; otherwise, the Series B Preferred Limited Partners (voting as a single class) holding among them Limited Partner Interests representing at least 67% of the aggregate Unpaid Capital Contributions made to the Partnership by the Series B Preferred Limited Partners.

“Series B Preferred Put Date” has the meaning given in Section 10.11(b).

“Series B Preferred Put Notice” has the meaning given in Section 10.11(b).

“Series B Preferred Put Option” has the meaning given in Section 10.11(a).

“Series B Preferred Put Price” has the meaning given in Section 10.11(e).

“Series B Preferred Redemption Date” has the meaning given in Section 10.12(c).

“Series B Preferred Redemption Price” has the meaning given in Section 10.12(b).

“Series B Preferred Return” means an amount equal to 11.0% per annum (or during any High Leverage Period, 16% per annum) paid quarterly, accrued from the date of each Capital Contribution on (a) Unpaid Capital Contributions of such Series B Preferred Limited Partner Interest and (b) any accrued but unpaid, Series B Preferred Return.

“Service” means a Person’s status as (i) an employee of the General Partner or (ii) an employee of an entity providing substantial services to the General Partner or Partnership pursuant to a management agreement or otherwise.

“Service Provider” has the meaning given in Section 5.2(h).

“Sharing Ratio” means, subject in each case to adjustments in accordance with this Agreement (including adjustments for a Partner’s Commitments) or in connection with Dispositions of Partnership Interests, in the case of a Partner executing this Agreement as of the Effective Date or a Person acquiring such Partner’s Partnership Interest, the percentage specified as its Sharing Ratio on Exhibit A; provided, however, that the total of all Partners’ Sharing Ratios shall always equal 100%.

“Sole Discretion” means, with regards to any vote, consent or approval by any Partner, a vote, consent or approval granted or withheld (i) in such Partner’s sole and absolute discretion, (ii) with or without cause, (iii) subject to such conditions as such Partner shall deem appropriate, and (iv) without taking into account the interests of, and without incurring liability to, the Partnership, any other Partner, or any officer or employee of the Partnership.

“Spindown” means, collectively, the entire sequence of actions described in Section 4.6(a)(ii).

“Sterling” means Sterling Capital Partners, L.P.

“Subsequent Capital Contributions” has the meaning given in Section 4.5(b).

“Tag-Along Notice” has the meaning given in Section 16.8(c).

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“Tag-Along Right” has the meaning given in Section 16.8(a).

“Tax Distribution” has the meaning given in Section 6.4.

“Terminated Holder” has the meaning given in Section 11.3.

“Terminated Interest” has the meaning given in Section 11.3.

“Terminated Interest Purchase Price” has the meaning given in Section 11.3.

“Terminated Interest Purchaser” has the meaning given in Section 11.3.

“Time Vesting Restrictions” has the meaning given in Section 11.2.

“Transfer Application” means an application and agreement for Disposition of Partnership Interests in the form determined by the General Partner in its Sole Discretion.

“Transferring Partners” has the meaning given in Section 16.8(a).

“Treasury Regulations” means the Income Tax Regulations promulgated under the Code, as such regulations maybe amended from time to time (including corresponding provisions of succeeding regulation).

“Unpaid Capital Contributions” means with respect to any Common Limited Partner or Series B Preferred Limited Partner, the Capital Contributions made by such Limited Partner, less the amount of (i) as to a Series B Preferred Limited Partner, any redemptions of the Capital Contributions of such Series B Preferred Limited Partner made pursuant to Section 10.12 (and for the purpose of such redemption, the amount representing the redemption of Capital Contributions shall mean the amount paid, less the portion that relates to accrued Series B Preferred Return made as part of such payment and the portion that relates to the Series B Conversion Ratio premium on the redeemed Capital Contributions made as part of such payment) or (ii) as to Common Limited Partners, any redemption of the Capital Contribution of such Common Limited Partner (which for such purpose shall mean a redemption resulting in a reduction in the Sharing Ratio of such Common Limited Partner, and shall expressly exclude a distribution made pursuant to Section 6.1).

1.2 Rules of Construction. Unless the context requires otherwise: (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) references to Exhibits are to the Exhibits attached to this Agreement, each of which is made a part hereof for all purposes; (d) all accounting terms not specifically defined herein shall be construed in accordance with GAAP, except with respect to Capital Accounts and the items used in computing the Capital Accounts and except as otherwise specified herein; (e) the words “hereof,” “herein,” “hereby,” “hereunder” and other similar terms refer to this Agreement as a whole; (f) in the computation of periods of time, the word “from” means “from and including” and the words “to” and “until” mean “to but excluding;” (g) a reference to a Person includes the successors and assigns of such Person but such reference shall not modify the terms governing the assignment of rights and obligations hereunder; (h) the term “including” means “including, without limitation;” (i) references to Law refer to such Law as may be amended from time to time, and references to particular provisions of Law include any corresponding provisions of any succeeding Law; and (j) references to money refer to the legal currency of the United States of America.

ARTICLE 2

ORGANIZATIONAL MATTERS

2.1 Formation. The General Partner and the Organizational Limited Partner have previously formed the Partnership as a limited partnership pursuant to the provisions of the Act and hereby amend and restate the original Agreement of Limited Partnership of Liberty Propane, L.P. in its entirety. Subject to the provisions of this Agreement, the General Partner and the Organizational Limited Partner hereby continue the Partnership as a limited partnership pursuant to the provisions of the Act. Except as expressly provided to the contrary in this Agreement, the rights and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Act.

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2.2 Name. The name of the Partnership shall be “Liberty Propane, L.P.” The General Partner, in its Sole Discretion, may change the name of the Partnership at any time by giving notice to the other Partners promptly thereafter.

2.3 Purposes. The purposes of the Partnership will be to engage directly and indirectly in the retail distribution and sale of propane and related equipment and supplies, and to engage in such other activities as are permitted hereby or are incidental or ancillary thereto as the General Partner deems necessary or advisable, all upon the terms and conditions set forth in this Agreement.

2.4 Term. The Partnership shall continue until the dissolution of the Partnership pursuant to the express terms of ARTICLE 17 hereof or as otherwise provided by Law.

2.5 Offices; Registered Agent. The registered office of the Partnership in the State of Delaware shall be at such place as the General Partner may designate from time to time. The registered agent for service of process on the Partnership in the State of Delaware or any other jurisdiction shall be such Person or Persons as the General Partner may designate from time to time. The Partnership may have such other offices as the General Partner may designate from time to time, written notice of which shall be promptly provided to the Limited Partners.

2.6 Representations, Warranties and Covenants. Each Partner hereby represents, warrants and covenants to the Partnership and each other Partner that the following statements are true and correct as of the Effective Date and shall be true and correct at all times that such Partner is a Partner:

(a) that such Partner is duly incorporated, organized or formed (as applicable), validly existing, and (if applicable) in good standing under the Law of the jurisdiction of its incorporation, organization or formation; if required by Law, that Partner is duly qualified and in good standing in the jurisdiction of its principal place of business, if different from its jurisdiction of incorporation, organization or formation;

(b) that such Partner has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries, or other applicable Persons necessary for the due authorization, execution, delivery, and performance of this Agreement by that Partner have been duly taken;

(c) that such Partner has duly executed and delivered this Agreement and the other documents contemplated herein, and they constitute the legal, valid and binding obligations of that Partner enforceable against it in accordance with their terms (except as may be limited by bankruptcy, insolvency or similar Laws of general application and by the effect of general principles of equity, regardless of whether considered at Law or in equity);

(d) that such Partner’s authorization, execution, delivery, and performance of this Agreement does not and will not (i) conflict with, or result in a breach, default or violation of, (A) its organizational documents, (B) any contract or agreement to which it is a party or otherwise subject to, or (C) any Law, order, judgment, decree, writ, injunction or arbitral award to which it is subject; or (ii) require any consent, approval or authorization from, filing or registration with, or notice to, any Governmental Authority or other Person, unless such requirement has already been satisfied;

(e) that such Partner understands that it is the intent of the Partners that the Partnership or a successor in interest to the Partnership’s business and assets may organize itself as a master limited partnership and effect an initial public offering of units in the MLP in a manner similar to public offerings made by publicly traded master limited partnerships that are engaged in the distribution and sale of propane and that such Partner agrees to negotiate in good faith with the other Partners with respect to the terms and conditions of any such initial public offering;

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(f) that such Partner understands that the Partnership Interests being issued to such Partner have not been registered under either the Securities Act of 1933, as amended, or applicable state securities laws, and cannot be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by such Partner except by registration or pursuant to an exemption under the Securities Act of 1933 and applicable state securities laws, and except in accordance with the restrictions set forth in this Agreement;

(g) that prior to executing this Agreement or otherwise becoming a Partner such Partner has had adequate opportunity to ask questions of and receive answers from the Partnership concerning the business, financial condition, properties, operations, prospects and proposed acquisitions of the Partnership and all such questions have been answered to the Partner’s satisfaction and that he, she or it is experienced in investing in limited partnerships and businesses;

(h) that the Partner is an “accredited investor” as defined in Rule 501 (a) under Regulation D of the Securities Act of 1933;

(i) that the Partner is acquiring his or its Partnership Interests for such Partner’s own account for investment purposes and not with a view to or in connection with the resale or other distribution thereof; and

(j) that, if such Partner is or is eligible to be a holder of Management Restricted Common Limited Partner Interests, such Partner agrees to execute a non-competition and non-solicitation agreement satisfactory to the General Partner.

2.7 Fiscal Year. The fiscal year of the Partnership for financial statement purposes shall be the Fiscal Year and the fiscal year for federal income tax purposes shall be the calendar year, except as may be required by the Code.

2.8 Foreign Qualification. Prior to the Partnership’s conducting business in any jurisdiction other than Delaware, the General Partner shall cause the Partnership to comply, to the extent procedures are available and those matters are reasonably within the control of the General Partner, with all requirements necessary to qualify the Partnership as a foreign limited partnership in that jurisdiction. At the request of the General Partner, each Limited Partner shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate the Partnership as a foreign limited partnership in all such jurisdictions in which the Partnership may conduct business.

ARTICLE 3

ISSUANCE OF ADDITIONAL PARTNERSHIP INTERESTS

3.1 Partners. The Class A Common Limited Partners, the Class B Common Limited Partners, the Series A Preferred Limited Partners, the Series B Preferred Limited Partners, the Management Restricted Common Limited Partners and the General Partner are the sole Partners of the Partnership as of the date hereof.

3.2 Admission of Additional Common Limited Partners and Issuance of Additional Common Limited Partner Interests. The General Partner, on behalf of the Partnership, is authorized to admit additional Limited Partners as either Class A Common Limited Partners, Class B Common Limited Partners or Management Restricted Common Limited Partners upon the execution and delivery by each such Person of such documents and instruments as the General Partner may reasonably request as may be necessary or appropriate to confirm such Person as a Limited Partner in the Partnership and such Person’s agreement to bound by the terms and conditions hereof.

3.3 Admission of Series A Preferred Limited Partners and Issuance of Series A Preferred Limited Partner Interests. Subject to Section 10.1(b), the General Partner, on behalf of the Partnership, is authorized to admit

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additional Limited Partners as Series A Preferred Limited Partners upon the execution and delivery by each such Person of such documents and instruments as the General Partner may reasonably request as may be necessary or appropriate to confirm such Person as a Limited Partner in the Partnership and such Person’s agreement to bound by the terms and conditions hereof.

3.4 Admission of Limited Partners of Other Classes and Issuances of Other Limited Partner Interests. Subject to Section 7.5, (i) the General Partner, on behalf of the Partnership, is authorized to admit additional Limited Partners of classes other than Class A Common Limited Partners, Class B Common Limited Partners, Management Restricted Limited Partners, Series A Preferred Limited Partners and Series B Preferred Limited Partners; provided, that such Persons execute and deliver to the Partnership such instruments in form and substance as the General Partner may deem necessary or desirable to effect such admission; and (ii) the terms of any permitted new class of Partnership Interests shall be determined in the Sole Discretion of the General Partner and the Partnership Agreement shall be amended by the General Partner to reflect such terms. The General Partner shall determine the terms of a permitted new class taking into account the benefits to the Partnership from issuing such new class and the fair market value of the equity of the Partnership prior to the issuance of the new class, as well as other factors which it determines are appropriate in its reasonable judgment.

3.5 Preemptive Rights of the Class A Common Limited Partners and the Class B Common Limited Partners. Prior to the issuance of Limited Partner Interests (other than Management Restricted Common Limited Partner Interests or Class B Common Limited Partner Interests issued to a current or potential Class B Common Limited Partner that is receiving or is a holder of a Management Restricted Common Limited Partner Interest) to a third party for cash consideration, the current holders of the Class A Common Limited Partner Interests and Class B Common Limited Partner Interests must be given a reasonable opportunity to purchase that amount of the Limited Partner Interests to be issued that is equal to such Partner’s total aggregate Capital Contributions divided by the total aggregate Capital Contributions made by all Class A Common Limited Partner Interests and Class B Common Limited Partner Interests.

ARTICLE 4

PARTNERS’ CAPITAL CONTRIBUTIONS

4.1 General Partner. The name, address, Capital Contributions and Commitment of the General Partner are set forth on Exhibit A, attached hereto as the same may be amended, from time to time.

4.2 Limited Partners. The names, addresses, Capital Contributions, Commitments, Sharing Ratios and class of Limited Partner Interests of the Limited Partners are set forth on Exhibit A, attached hereto as the same may be amended, from time to time.

4.3 Continuation of Limited Partner Status. Once admitted as a Limited Partner, a Person shall continue to be a Limited Partner for all purposes of this Agreement and the Act until the withdrawal of such Limited Partner or admission of an Assignee pursuant to Section 16.11.

4.4 Capital.

(a) [Intentionally omitted.]

(b) There shall be established for each Partner on the books of the Partnership a Capital Account. The initial Capital Account balance for each Partner shall be an amount equal to his Initial Capital Contribution. Each Partner shall have a separate Capital Account for each class of Interest in the Partnership held by such Partner.

(c) Except as otherwise provided in Sections 4.5(e), 8.2, 10.4, 10.11, 10.12, 11.2, 11.3, 12.2, or 17.2, no Partner shall demand or receive a return of its Capital Contributions or withdraw from the Partnership without the consent of the General Partner. Under circumstances requiring a return of any Capital Contributions, no Partner shall have the right to receive Partnership Property, other than cash.

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(d) No Partner shall receive any interest, salary, or other compensation with respect to its Capital Contributions or its Capital Account for services rendered on behalf of the Partnership or otherwise in its capacity as a Partner.

(e) No Limited Partner shall be liable for the debts, liabilities, contracts, or any other obligations of the Partnership. Except as otherwise provided by Section 4.5(b), any other agreements among the Partners or by Law, no Limited Partner shall be required to lend any funds to the Partnership nor to make any Capital Contribution in excess of such Partner’s Commitment. The General Partner shall not have any personal liability for the repayment of any Capital Contributions of any Limited Partner.

(f) In accordance with applicable state Law, a Limited Partner may, under certain circumstances, be liable to return to the Partnership, for the benefit of Partnership creditors, (i) amounts previously distributed to it as a return of capital, and (ii) distributions wrongfully made to such Partner. It is the intent of the Partnership and the Partners that no distribution to any Limited Partner, made under this Agreement shall be subject to being repaid to, or for the account of, the Partnership or any creditor of the Partnership. The payment of money or distribution of Partnership Property to a Limited Partner, whether or not deemed to be a return of capital, shall be deemed to be a compromise within the meaning of Section 17-502(b)(i) of the Act, and the Limited Partner receiving the money or Partnership Property is not required to return any money or Partnership Property to the Partnership or any creditor of the Partnership. In the event that a court of competent jurisdiction holds that, notwithstanding the foregoing, a Limited Partner is or may be liable to pay all or a portion of such distributions, it is the intent of the Partnership that the amount of such distributions that represent a return to such Limited Partner of its contributions or capital shall not be greater than an amount equal to the excess of such Partner’s Capital Contributions, over the balance that would then be credited to such Partner’s Capital Account if the adjustments thereto for the Partnership’s Profits and Losses were made by reference to income and loss computed in accordance with GAAP (utilizing methods of depreciation, amortization and depletion that produced the slowest permissible recovery of the cost of the Partnership’s wasting assets). The General Partner shall not be liable or accountable to any Limited Partner for any amount that such Limited Partner may hereafter be required to pay to, or return to the Partnership for the benefit of, its creditors as a result of any assertion or determination that, notwithstanding this Section 4.4(f), under the Law such Limited Partner has received distributions of its capital or contributions and is liable to return such distributions to the Partnership for the benefit of Partnership creditors.

4.5 Capital Contributions.

(a) Initial Capital Contributions. On the organization of the Partnership certain Partners made initial capital contributions to the Partnership.

(b) Subsequent Capital Contributions. In addition to the Capital Contributions made prior to the Effective Date, without creating any rights in favor of any third party, the General Partner, in its Sole Discretion may require that each Partner (other than a Series A Preferred Limited Partner, a Series B Preferred Limited Partner and a Management Restricted Common Limited Partner) make additional Capital Contributions (“Subsequent Capital Contributions”) to the Partnership pro rata based on their respective Commitments, in an amount and on a date specified in a Payment Notice delivered pursuant to this Section 4.5(b), that in the judgment of the General Partner are necessary to enable the Partnership to make appropriate Investments, to cause the assets of the Partnership to be properly operated and maintained and to discharge its costs, expenses, obligations, and liabilities; provided, however, that no Partner shall be obligated to contribute any amount pursuant to this Section 4.5(b), to the extent that the sum of such Capital Contributions and all other Capital Contributions previously made by such Partner (without regard to any distributions made to such Partner) would exceed such Partner’s Commitment. The obligation to make Subsequent Capital Contributions shall terminate upon the earlier of (i) an IPO Event and (ii) the fifth anniversary of the Effective Date.

(c) Wire Transfer. Capital Contributions will be made by wire transfer of immediately available funds to the account specified in the related Payment Notice.

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(d) Changes to Partnership Records. The General Partner will cause the books and records of the Partnership to be amended from time to time to reflect the addresses of Partners and changes thereto, the Disposition of Partnership Interests, and changes in Sharing Ratios and Commitments which are accomplished in accordance with the provisions hereof.

(e) Certain Refund of Capital Contributions. If the General Partner determines that a proposed Investment in respect of which Partners have made Capital Contributions will not be consummated (e.g., because a definitive acquisition agreement relating thereto has been terminated), the General Partner will, within 180 Days after such determination, refund to the Partners that made such Capital Contributions the amounts of such Capital Contributions, less Partnership Expenses incurred in connection therewith, unless such amounts are required for another Investment. If the General Partner determines that a proposed Investment in respect of which Partners have made Capital Contributions will not require the full amount of Capital Contributions made therefor, the General Partner will, within 180 Days after such determination, refund to the Partners that made such Capital Contributions, pro rata based on the amounts of such Capital Contributions, the amount of such Capital Contributions that exceeds the portion required to consummate and capitalize such Investment, unless such amounts are required for another Investment.

4.6 Failure to Contribute.

(a) If a Limited Partner does not contribute, within 10 Business Days of the date required, all or any portion of a Capital Contribution that such Limited Partner is required to make as provided in Section 4.5(a) or 4.5(b), the General Partner may cause the Partnership to exercise, on notice to such Limited Partner (the “Non-Contributing Limited Partner”), one or more of the following remedies:

(i) taking such action (including court proceedings) as the General Partner may deem appropriate to obtain payment by the Non-Contributing Limited Partner of the portion of the Non-Contributing Limited Partner’s Capital Contribution that has not been paid, together with interest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Contributing Limited Partner;

(ii) permitting the other Class A Common Limited Partners and Class B Common Limited Partners, in proportion to their respective Commitments or in such other percentages as they may agree (whether one or more, the “Contributing Limited Partner”) to contribute the portion of the Non-Contributing Limited Partner’s Capital Contribution that has not been paid, with the following results:

(A) the Capital Account of the Non-Contributing Limited Partner shall be reduced by an amount equal to one hundred percent (100%) of the Capital Contribution that such Non-Contributing Limited Partner has failed to make (the “Capital Account Reduction”);

(B) the Capital Account of the Contributing Limited Partner shall be increased by an amount equal to the absolute value of the Capital Account Reduction;

(C) the Sharing Ratio of the Non-Contributing Limited Partner as of the payment date that was specified for the unpaid Capital Contribution (the “Prior Sharing Ratio”) shall be reduced to produce a new Sharing Ratio (the “New Sharing Ratio”) to be calculated according to the following formula:

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New Sharing Ratio	=	Prior Sharing Ratio		Total Capital Contributions made to date
			X	Total Capital Contributions made to date + the unpaid Capital Contribution

(D) the Sharing Ratio of the Contributing Limited Partner shall be increased by an amount equal to the absolute value of the difference between the Prior Sharing Ratio and the New Sharing Ratio; and

(E) if the Contributing Limited Partner comprises more than one Limited Partner, the increase in the Contributing Limited Partners’ Capital Accounts and the increase in the Contributing Limited Partners’ Sharing Ratios pursuant to Sections 4.6(a)(ii)(B) and 4.6(a)(ii)(D), respectively, shall be allocated pro rata to each Limited Partner constituting a Contributing Limited Partner in the proportion to the amount of the unpaid Capital Contribution paid by such Contributing Limited Partner; or

(iii) exercising any other rights and remedies available at law or in equity.

(b) Contemporaneously with the execution and delivery of this Agreement, the General Partner acknowledges that (i) the Partnership has received the full Capital Contributions that the Series B Preferred Limited Partners are required to make and (ii) such Series B Preferred Partners are not Non-Contributing Limited Partners and are not required to make Subsequent Capital Contributions under Section 4.5(b).

ARTICLE 5

ALLOCATIONS

5.1 Profits and Losses. After giving effect to the special allocations set forth in Sections 5.2 and 5.3 hereof, Profits and Losses for a Fiscal Year or other period shall be allocated for both tax and Capital Account purposes, in the following manner:

(a) Profits for each Fiscal Year shall be allocated as follows:

(i) First, to the General Partner until the aggregate Profits allocated to the General Partner pursuant to this Section 5.1(a)(i) for the current and each prior Fiscal Year is equal to the Losses allocated to the General Partner pursuant to Section 5.1(b)(vi) during all prior periods;

(ii) Second, 2% to the General Partner and 98% to the Common Limited Partners to the extent of, and in an amount equal to, the Losses allocated to such Partners pursuant to Section 5.l(b)(v) during all prior Fiscal Years until the aggregate Profits allocated to such Partners pursuant to this Section 5.l(a)(ii) for the current and each prior Fiscal Year is equal to the Losses allocated pursuant to Section 5.l(b)(v) to such Partners during all prior periods;

(iii) Third, to the Series A Preferred Limited Partners in proportion to their respective accrued Series A Preferred Return until the aggregate Profits allocated to such Partners pursuant to this Section 5.1(a)(iii) for the current and each prior Fiscal Year is equal to the sum of the cumulative Series A Preferred Return accrued to such Partners;

(iv) Fourth, to the Series B Preferred Limited Partners in proportion to their respective accrued Series B Preferred Return until the aggregate Profits allocated to such Partners pursuant to this Section 5.1(a)(iv) for the current and each prior Fiscal Year is equal to the sum of the cumulative Series B Preferred Return accrued to such Partners;

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(v) Fifth, to the Class A Common Limited Partners and the Class B Common Limited Partners in proportion to their respective accrued Class A and Class B Common Preferred Return until the aggregate Profits allocated to such Partners pursuant to this Section 5.1(a)(v) for the current and each prior Fiscal Year is equal to the sum of the cumulative Class A and Class B Common Preferred Return accrued to such Partners; and

(vi) Sixth, 2% to the General Partner and 98% to the Common Limited Partners in proportion with their respective Sharing Ratios.

(b) Losses for each Fiscal Year shall be allocated as follows:

(i) First, 2% to the General Partner and 98% to the Common Limited Partners to the extent of, and in an amount equal to, the Profit allocated to such Partners pursuant to Section 5.1(a)(vi) during all prior Fiscal Years until the Losses allocated pursuant to this Section 5.1(b)(i) for the current and each prior Fiscal Year are equal to the Profits allocated to such Partners pursuant to Section 5.1(a)(vi) for all previous Fiscal Years;

(ii) Second, to the Class A Common Limited Partners and the Class B Common Limited Partners to the extent of, and in an amount equal to, the Profit allocated to such Partners pursuant to Section 5.1(a)(v) during all prior Fiscal Years until the Losses allocated pursuant to this Section 5. l(b)(ii) for the current and each prior Fiscal Year are equal to the Profits allocated to such Partners pursuant to Section 5.1(a)(v) for all previous Fiscal Years;

(iii) Third, to the Series A Preferred Limited Partners to the extent of, and in an amount equal to, the Profit allocated to such Partners pursuant to Section 5. l(a)(iii) during all prior Fiscal Years until the aggregate Losses allocated to such Partners pursuant to this Section 5.1(b)(iii) for the current and each prior Fiscal Year are equal to the Profits allocated to such Partners pursuant to Section 5.1(a)(iii) for all previous Fiscal Years;

(iv) Fourth, to the Series B Preferred Partners to the extent of, and in an amount equal to, the Profit allocated to such Partners pursuant to Section 5.1(a)(iv) during all prior Fiscal Years until the Losses allocated pursuant to this Section 5.1(b)(iv) for the current and each prior Fiscal Year are equal to the Profits allocated to such Partners pursuant to Section 5.1(a)(iv) for all previous Fiscal Years

(v) Fifth, 2% to the General Partner and 98% to the Class A Common Limited Partners and the Class B Common Limited Partners in proportion to their respective Adjusted Capital Accounts until the aggregate Losses allocated to such Partners pursuant to this Section 5.1(b)(v) for the current and each prior Fiscal Year is equal to the aggregate Adjusted Capital Accounts of all such Partners; and

(vi) Sixth, 100% to the General Partner.

5.2 Special Allocations. The following special allocations shall be made in the following order:

(a) Minimum Gain Chargeback. Notwithstanding any other provision of this ARTICLE 5. if there is a net decrease in Partnership Minimum Gain during any Fiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 5.2(a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2 and shall be interpreted consistently therewith.

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(b) Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this ARTICLE 5 (other than Section 5.2(a) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii). This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c) Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5) or 1.704-l(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to each such Partner, in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the negative Adjusted Capital Account balance of such Partner as quickly as possible; provided, that an allocation pursuant to this Section 5.2(c) shall be made if and only to the extent that such Partner would have a negative Adjusted Capital Account balance after all other allocations provided for in this ARTICLE 5 have been tentatively made as if this Section 5.2(c) were not in the Agreement.

(d) Gross Income Allocation. In the event any Partner has a negative Adjusted Capital Account balance at the end of any Fiscal Year, each such Partner shall be specially allocated items of Partnership income and gain, in an amount and manner sufficient to eliminate, as quickly as possible, such negative balance; provided, that an allocation pursuant to this Section 5.2(d) shall be made if and only to the extent that such Partner would have a negative Adjusted Capital Account balance after all other allocations provided for in this ARTICLE 5 have been tentatively made as if this Section 5.2(d) were not in the Agreement.

(e) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to each Partner in accordance with its Sharing Ratio.

(f) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Partner who bears the Economic Risk of Loss with respect to the loan to which such Partner Nonrecourse Deductions are attributable

(g) Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-l(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations

(h) Special Allocation Relating to Service Providers. Notwithstanding Section 5.1, if any Partner is deemed to have received taxable income as a result of receipt of any Partnership Interest in exchange for services provided to the Partnership or to the General Partner by such Partner (a “Service Provider”), the Partnership shall, to the extent allowable by the Code and the Treasury Regulations, specially allocate to the Partners other than such Service Provider(s) items of Partnership loss, deduction or expense in an amount equal to the taxable income so realized by such Service Provider(s).

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5.3 Curative Allocations. The allocations set forth in Sections 5.2(a) through 5.2(g) (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulations Section 1.704-l(b). Notwithstanding any other provision of this ARTICLE 5 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other Profits, Losses, and items of income, gain, loss, and deduction among the Partners, so that, to the extent possible, the net amount of such allocations of other Profits, Losses, and other items and the Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Regulatory Allocations had not occurred.

5.4 Tax Allocations: Code Section 704(c).

(a) In accordance with Code Section 704(c), and the Treasury Regulations thereunder, income, gain, loss and deduction, with respect to any property contributed to the capital of the Partnership, shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with exception (i) to the definition of Gross Asset Value).

(b) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to, exception (ii) to the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction, with respect to such asset, shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c), and the Treasury Regulations thereunder.

(c) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.4 are solely for purposes of federal, state and local taxes, and shall not affect, or in any way be taken into account in computing, any Person’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

5.5 Other Allocation Rules.

(a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Treasury Regulations thereunder.

(b) All allocations to a class of Limited Partners pursuant to this ARTICLE 5 shall, except as otherwise provided, be divided among them in proportion to the Sharing Ratios held by each (or in the case of the Series B Preferred Limited Partners, their respective Unpaid Capital Contributions).

(c) Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for, shall be divided among the General Partner and Partners in the same proportions as they share Profits and Losses, as the case may be, for the year.

(d) The Partners are aware of the income tax consequences of the allocations made by this ARTICLE 5, and hereby agree to be bound by the provisions of this ARTICLE 5 in reporting their shares of Partnership income and loss for income tax purposes.

(e) The principal amount of a promissory note which is not readily traded on an established securities market, and which is contributed to the Partnership by the maker of the note, shall not be included in the Capital Account of any Person until the Partnership makes a taxable disposition of the note, or until (and to the extent) principal payments are made on the note, all in accordance with Treasury Regulations Section 1.704-l(b)(2)(iv)(d)(2).

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(f) To the extent that Treasury Regulations that are substantially similar to Proposed Treasury Regulations Sections 1.704-l(b)(2)(iv)(s), 1.704-l(b)(4)ix), and 1.704-l(b)(4)(x) (as released on January 21, 2003) become effective, this Agreement will incorporate the provisions that must be included under such Treasury Regulations in order (A) to grant a Partner, on the exercise of a noncompensatory option (as defined in such Treasury Regulations as may be promulgated), a right to share in Partnership capital that exceeds (or is less than) the sum of the consideration paid by the Partner to acquire and exercise such option; (B) to ensure that capital accounts will be considered to be determined and maintained in accordance with Treasury Regulation Section 1.704-l(b)(2)(iv); (C) to ensure that allocations of Partnership income, gain, loss, and deduction to the Partners while the noncompensatory option is outstanding will be deemed to be in accordance with the Partners’ interest in the Partnership for purposes of Code section 704(b); and (D) to provide for such corrective allocations as may be required under such Treasury Regulations. The General Partner shall have the power to amend this Agreement to add such specific language as it determines is useful in setting forth the manner in which this Agreement will satisfy the requirements of such Treasury Regulations with respect to clauses (A), (B), (C), and (D) above.

(g) Notwithstanding the other provisions of ARTICLE 5 hereof, upon the occurrence of an initial public offering (as described in Section 12.1). the Partnership shall allocate Profit and Loss attributable to the Partnership’s rebooking of its assets as contemplated in the definition of Gross Asset Value in such amounts so that the Partners’ Capital Account balances are consistent with the relative number of MLP units held by each such Partner after taking into account the implementation of the conversion ratios contemplated in ARTICLE 12.

ARTICLE 6

DISTRIBUTIONS

6.1 Priority of Distributions. Distributable Assets:

(a) shall be distributed by the Partnership within 45 days of the end of each fiscal quarter, in the following order of priority:

(i) first, in accordance with Section 10.2 to the Series A Preferred Limited Partners in proportion to their respective accrued and unpaid Series A Preferred Return until each Series A Preferred Limited Partner has received his accrued and unpaid Series A Preferred Return; and

(ii) second, in accordance with Section 10.9, to the Series B Preferred Limited Partners in proportion to their respective accrued and unpaid Series B Preferred Return until each Series B Preferred Limited Partner has received his accrued and unpaid Series B Preferred Return; and

(b) may be distributed by the Partnership in the following order of priority, only after all distributions that are accrued and payable pursuant to Section 6.1(a) above have been made (including any previously accrued and payable (but unpaid) amounts):

(i) first, at such time and in such amounts as the General Partner may determine, in its Sole Discretion, to the Class A Common Limited Partners and the Class B Common Limited Partners in proportion to their respective accrued and unpaid Class A and Class B Common Preferred Return, until each such Limited Partner has received his accrued and unpaid Class A and Class B Common Preferred Return;

(ii) second, at such time and in such amounts as the General Partner may determine, to the Class A Common Limited Partners and the Class B Common Limited Partners in proportion to their respective Capital Contributions until the amount of Distributable Assets distributed pursuant to this Section 6.1(c) is equal to the aggregate Unpaid Capital Contributions made by all Class A Common Limited Partners and Class B Common Limited Partners; and

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(iii) thereafter, 2% to the General Partner and 98% to the Class A Common Limited Partners and the Class B Common Limited Partners in proportion to their respective Sharing Ratios.

(c) Notwithstanding the foregoing, in no event may distributions be made under Section 6.1 (b) in excess of $4,000,000 per fiscal year, and such limitation shall apply to distributions accrued and unpaid as of July 1, 2007, except that distributions may be made with respect of the proceeds from the issue of Series B Preferred Limited Partner Interests issued pursuant to the Series B Purchase Agreement regardless of such limitation. If in any fiscal year less than $4,000,000 of distributions subject to this limit are made, then the unused portion of the allowed distribution limit may be carried forward to future fiscal years.

6.2 Tax Adjustments and Preferences. The General Partner shall have the power to determine any alternative minimum tax adjustments and tax preference items in such manner and in such amounts as the General Partner may determine in the General Partner’s reasonable discretion.

6.3 Withholding. All amounts withheld pursuant to the Code or any provision of any state or local tax Law with respect to any payment or distribution to the Partners shall be treated as amounts distributed to the Partners pursuant to this ARTICLE 6 for all purposes under this Agreement. The General Partner may allocate any such amounts among the General Partner and Partners in any manner that is in accordance with the Law.

6.4 Tax Distributions. Notwithstanding any other provision to the contrary in this Agreement, for each taxable year of the Partners, to the extent that the General Partner reasonably determines that the Partnership has funds on hand, then, on or before April 15 of each such year (or if determined by the General Partner, on a quarterly basis), the Partnership shall distribute to each Partner cash in an amount ( a “Tax Distribution”) equal to such Partner’s Presumed Tax Liability; provided that amounts distributed pursuant to Sections 6.1 (a), (b) and (d), shall be taken into account when determining Tax Distributions. The Partnership shall not make Tax Distributions if, as of any determination period, the cumulative taxable losses of the Partnership exceed the cumulative taxable income of the Partnership. Tax Distributions shall be treated as advances against distributions to the Partners pursuant to Section 6.1 (a), (b) and (d). Tax Distributions made pursuant to this Section 6.4 are not intended to change the aggregate amount that a Partner is otherwise entitled to receive pursuant to Sections 6.1 and 17.2 over the life of the Partnership. For purposes of the foregoing, (i) it will be assumed that all Partners are individuals; (ii) “Presumed Tax Liability” of a Partner for a taxable year shall mean an amount equal to the product of (A) the amount of the Partnership’s taxable income allocated to the General Partner and the Common Limited Partners pursuant to Section 5.1 for a Fiscal Year that is includible in such Partner’s income for such taxable year, and (B) the Assumed Income Tax Rate; and (iii) “Assumed Income Tax Rate” shall mean, with respect to a taxable year, the sum of (A) the highest federal individual income tax rate in effect for that taxable year and (B) the highest individual income tax rate in effect for that taxable year of the states in which the Partnership does business; provided, however, that the deductibility of the state income taxes for federal income tax purposes shall be taken into account.

ARTICLE 7

MANAGEMENT AND OPERATION

7.1 Authority of General Partner.

(a) Except as otherwise provided in Sections 7.5(a) and 7.5(b), the General Partner shall have the sole and exclusive right to manage the business of the Partnership, and shall have all of the rights and powers which may be possessed by general partners under the Act, including the right and power to:

(i) cause the Partnership to issue additional Partnership Interests in accordance with ARTICLE 3;

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(ii) acquire by purchase, lease, or otherwise, any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership;

(iii) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real and personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership;

(iv) enter into or terminate, modify or amend, engage in and make payments under, any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the acquisition and disposition of Partnership Property;

(v) enter into or terminate, modify or amend, engage in and make payments under, any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of Partnership Property, or in connection with managing the affairs of the Partnership, including executing amendments to this Agreement and the Certificate of Limited Partnership, in accordance with the terms of this Agreement, pursuant to any power of attorney granted by the Limited Partners to the General Partner;

(vi) perform any of the actions required to effect a Spindown, including the cancellation of the then-current Certificate of Partnership Interest issued to the Non-Contributing Limited Partner and the issuance of a new Certificate of Partnership Interest reflecting the reduction of its Sharing Ratio;

(vii) borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership, and secure the same by mortgage, pledge or other lien on any or all of the Partnership Property;

(viii) execute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract, or other instrument purporting to convey or Encumber any or all of the Partnership Property;

(ix) prepay, in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the Partnership Property and in connection therewith, execute any extensions or renewals of Encumbrances on any or all of the Partnership Property;

(x) care for and distribute funds to the Partners by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement;

(xi) contract on behalf of the Partnership for the employment and services of employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership;

(xii) engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to the Partnership Property and General Partner liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the Laws of each state in which the Partnership is then formed or qualified;

(xiii) make any and all elections for federal, state, and local tax purposes, including, without limitation, any election, if permitted by Law: (i) to adjust the basis of Partnership Property pursuant to Code Sections 754, 734(b), and 743(b), or comparable provisions of state or local Law, in connection with Dispositions of Partnership Interests and distributions;

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(ii) to extend the statute of limitations for assessment of tax deficiencies against the Partners with respect to adjustments to the Partnership’s federal, state, or local tax returns; and (iii) to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacities as Partners, and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Partners with respect to such tax matters or that otherwise affect the rights of the Partnership or the Partners. The General Partner is specifically authorized to act as the “Tax Matters Partner” under the Code and in any similar capacity under state or local Law;

(xiv) take or refrain from taking, all actions not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Partnership; and

(xv) institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Partnership or the Partners in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith.

7.2 Reliance on General Partner. Any Person dealing with the Partnership may rely (without duty of further inquiry) upon a certificate signed by any General Partner as to: (a) the identity of any Partner; (b) the existence or nonexistence of any fact or facts which constitute a condition precedent to acts by a General Partner or which are in any other manner germane to the affairs of the Partnership; (c) the Persons who are authorized to execute and deliver any instrument or document of the Partnership; or (d) any act or failure to act by the Partnership or any other matter whatsoever involving the Partnership or any Partner.

7.3 Duties and Obligations of General Partner.

(a) The General Partner shall take all actions which may be necessary or appropriate: (i) for the continuation of the Partnership’s valid existence as a limited partnership under the Law of the State of Delaware (and of each other jurisdiction in which such existence is necessary to conduct the business in which the Partnership is engaged); and (ii) for the accomplishment of the Partnership’s purposes, including the acquisition, development, maintenance, preservation, and operation of the Partnership Property in accordance with the provisions of this Agreement and Law.

(b) To the fullest extent permitted by Law, the General Partner shall be liable to the Partnership and the other Partners for the gross negligence or willful misconduct of the General Partner in the management of the Partnership. Except as provided in the preceding sentence or as otherwise provided by Law, the General Partner, its Affiliates and their respective directors, officers, employees and agents (the “General Partner Protected Parties”) shall not be liable to the Partnership or any other Partner for any of the following: (i) any acts or omissions that do not constitute gross negligence or willful misconduct, including the negligence, strict liability or other fault or responsibility (short of gross negligence or willful misconduct) of the General Partner, or (ii) any consequential, special, indirect, incidental, punitive or exemplary damages (regardless of whether attributable to the negligence, gross negligence, willful misconduct, strict liability or other fault or responsibility of the General Partner) (the acts, omissions and damages described in the foregoing clauses (i) and (ii) are referred to herein as the “General Partner Protected Acts”).

(c) This Section 7.3 constitutes a restriction of duties and obligations (express, implied, fiduciary or otherwise) with respect to the matters described in this Section 7.3. pursuant to Section 17-403 of the Act. The Partners agree that the provisions of this Section 7.3 are “express,” “conspicuous,” and “unambiguous” for all purposes of Law.

7.4 Reliance on Experts. The General Partner may employ or retain such counsel, accountants, appraisers, or other experts and/or advisors as they may reasonably deem appropriate for the purpose of discharging their duties hereunder, and shall be entitled to pay the fees of any such Persons from the funds of the Partnership. The General Partner may act and shall be protected in acting in good faith on the opinion or advice of, or

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information obtained from any such counsel, accountant, appraiser or other expert or advisor, whether retained or employed by the Partnership, the General Partner, or otherwise, in relation to any matter connected with the administration and/or operation of the business and affairs of the Partnership.

7.5 Restriction on Authority of General Partner.

(a) Notwithstanding any power or authority granted the General Partner under the Act, the Certificate of Limited Partnership or this Agreement (including Section 7.1), the General Partner may not make any decision or take any action specified below in (i), (ii) and (iii) of this Section except as provided below:

(i) The General Partner may not on behalf of, and as an act of the Partnership, make any decision or take any action for which the consent of specified percentage of the Partners is expressly required by the Certificate of Limited Partnership or this Agreement, without first obtaining such consent.

(ii) Subject to Section 7.5(e), the General Partner may not on behalf of, and as an act of the Partnership, make any decision or take any action specified below without first obtaining the prior written consent or deemed consent of a Series B Preferred Limited Partner Super-Majority, nor make any decision or take any action for which the consent of a specified percentage of the Series B Preferred Limited Partners is expressly required by the Certificate of Limited Partnership or this Agreement, without first obtaining such consent:

(A) effect any transaction or related transactions in which an SCP Entity ceases to own, directly or indirectly, at least 50% of the General Partner and at least 50% of the vote in the aggregate of the Class A Common Limited Partners and Class B Common Limited Partners, except if such transaction or transactions involve the sale of all or substantially all of the assets of the Partnership, in which case the provisions of Article 17 shall apply;

(B) amend this Agreement or the certificate of limited partnership of the Partnership or effect a reclassification or recapitalization of the Partnership that adversely alters or changes the Series B Preferred Limited Partner Interests or any of the rights of the Series B Preferred Limited Partners under this Agreement;

(C) other than the Series A Preferred Limited Partner Interests, now existing or to be issued in the future and the put, redemption, liquidation or distributions of current return rights related thereto, create or issue any class or series of Partner Interests having a priority over, or being on parity with, the distribution, redemption, put or liquidation rights of the Series B Preferred Limited Partners or grant new put or redemption rights with respect to existing or future interests that are prior in time of payment to the corresponding rights related to Series B Preferred Limited Partners;

(D) issue additional Series B Preferred Limited Partner Interests; or

(E) effect an IPO Event that is not a Qualifying IPO.

(iii) the General Partner may not make any decision or take any action specified below without first obtaining the consent of a Common Limited Partner Super-Majority:

(A) effecting any merger, reorganization or consolidation of the Partnership with another Person, or the sale or other disposition of all or substantially all of the assets of the Partnership and its subsidiaries;

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(B) amending or restating the Certificate of Limited Partnership or this Agreement in any manner that has a material adverse effect on any Class A Common Limited Partners or Class B Common Limited Partners; or

(C) dissolving, winding up and liquidating the Partnership.

(b) Notwithstanding any power or authority granted the General Partner under the Act, the Certificate of Limited Partnership or this Agreement (including Section 7.1), the General Partner may not make any decision or take any action effecting any acquisition, by merger or otherwise by the Partnership or any subsidiaries thereof (in a single transaction or a series of related transactions), of (i) any assets or pieces of equipment or (ii) any equity interests in any third-party, in each case having a purchase price or, if not a cash transaction, a fair market value (as determined in the reasonable discretion of the General Partner) which exceeds $1,500,000, without first obtaining the consent of a Majority Interest of the Class A Common Limited Partners.

(c) Each Partner may, with respect to any vote, consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its Sole Discretion, with or without cause, and subject to such conditions as it shall deem appropriate.

(d) Notwithstanding anything to the contrary, on any matter that is to be voted on, consented to, or approved by Limited Partners, the Limited Partners may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Limited Partners having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Limited Partners entitled to vote thereon were present and voted.

(e) If the Partnership desires to effect a transaction described in Section 7.5(a)(ii), then the Partnership shall within 120 days of, but not less than 30 days before, the expected date of consummation of such transaction give written notice to the Series B Preferred Limited Partners, describing in reasonable detail the proposed transaction or, if the nature of the transaction is such that it is not possible to give written notice 30 or more days before the consummation, such notice shall be given a specified number of days before the expected date of consummation, which number shall not be less than 15. If the requisite consent described in such Section, or an express written refusal to grant consent, has not been provided within the number of days specified in such notice, the Series B Preferred Limited Partners are deemed to have consented to such transaction. If the Series B Preferred Limited Partners have provided a written refusal to grant consent within the number of days specified in such notice, and the transaction involves a bona fide third party (i.e. is not a transaction solely among the existing Partners) the Partnership may nevertheless effect such transaction provided that, prior to or concurrently with consummating such transaction, the Partnership (or the Common Limited Partners, as applicable) has effected a redemption under Section 10.12 hereof by paying the Series B Preferred Redemption Price in accordance therewith.

7.6 Power of Attorney.

(a) Each Limited Partner, by its execution of this Agreement, or upon its admission to the Partnership as a Limited Partner after the Effective Date, is deemed to have appointed the General Partner (and any liquidator pursuant to Section 17.2) as that Limited Partner’s attorney-in-fact for the purpose of executing, swearing to, acknowledging, and delivering all certificates, documents, and other instruments as may be necessary, appropriate, or advisable in the judgment of the General Partner (or the liquidator) in furtherance of the business of the Partnership or complying with this Agreement and the Law, including, without limitation, the following:

(i) any issuance of a certificate pursuant to Section 16.1 and any corresponding cancellation and reissuance of existing Certificates of Partnership Interest to reflect any adjustment of the Sharing Ratios, including any Spindown;

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(ii) any cancellation and reissuance that may be required to effect a transfer, exchange or replacement pursuant to Section 16.2 or 16.3, including dividing the Partnership Interest (and corresponding Sharing Ratio) previously evidenced by a single Certificate of Partnership Interest into two or more Certificates of Partnership Interest that may be issued to different persons;

(iii) any cancellation and reissuance of a Certificate of Partnership Interest to reflect the foreclosure of an Encumbered Partnership Interest; and

(iv) any Disposition of a Partnership Interest pursuant to Sections 10.4, 11.2, 11.3, 12.2, 16.7 or 16.8.

(b) This power of attorney is irrevocable and is coupled with a Partnership Interest.

(c) On the request of the General Partner (or the liquidator), a Partner shall confirm its grant of this power of attorney or any use of it by the General Partner (or the liquidator) and shall execute, swear to, acknowledge, and deliver any such certificate, document, or other instrument in connection with such confirmation.

ARTICLE 8

GENERAL PARTNER

8.1 Transfers of the General Partners Interest and Successor General Partners. The General Partner in its Sole Discretion may transfer its General Partner Interest to any Person in whole but not in part. A successor to all of the General Partner Interest pursuant to this Section shall be admitted to the Partnership as the substituted General Partner, effective as of the date of, and immediately prior to the time of, such transfer. The successor General Partner shall carry on the business of the Partnership without dissolution. The transfer of the General Partner Interest and the admission of the successor General Partner shall be subject to such successor’s execution and delivery of a written agreement accepting all of the terms and conditions of this Agreement, together with such other documents or instruments as may be required by the Act to effect the admission of the new General Partner to the Partnership, including a certificate of amendment to this Agreement and/or an amended Certificate of Limited Partnership. In the event that an admission occurs on any day other than the first day of a Fiscal Year, all items attributable to the General Partner Interest for such Fiscal Year shall be allocated between the transferring General Partner and such successor as provided in Section 16.13.

8.2 Covenant Not To Withdraw or Dissolve. Except as otherwise permitted in this ARTICLE 8, the General Partner hereby covenants and agrees not to (a) withdraw or attempt to withdraw from the Partnership prior to the admission of a substituted General Partner pursuant to Section 8.1, or (b) exercise any power under the Act to dissolve the Partnership except in compliance with Section 7.5(a)(iii). Further, the General Partner hereby covenants and agrees to continue to carry out the duties of a General Partner hereunder until the Partnership is dissolved and liquidated pursuant to ARTICLE 17.

8.3 Termination of Status as General Partner.

(a) The General Partner shall cease to be a general partner of the Partnership upon the occurrence of any of the following events:

(i) such General Partner’s filing of a certificate of dissolution or its equivalent or the revocation of its charter and the expiration of 90 Days after the date of a notice of revocation without a reinstatement of its charter;

(ii) the Bankruptcy of the General Partner;

(iii) the involuntary Disposition by operation of Law of such General Partner’s Partnership Interest; or

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(iv) the consent of a Common Limited Partner Super-Majority to approve a request by such General Partner to withdraw.

Upon the occurrence of any of the events listed in the preceding sentence, a Common Limited Partner Super-Majority may elect a substituted General Partner in the place and stead of the General Partner in order to avoid the dissolution of the Partnership in accordance with the provisions of Section 17.1.

(b) If a General Partner ceases to be a Partner for any reason hereunder, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingent. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collected by any legal means, and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities.

(c) If at the time a Person ceases to be a General Partner, and such Person is also a Limited Partner or an unadmitted Assignee of a Partnership Interest from a Partner with respect to Partnership Interests other than its Partnership Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such Partnership Interest.

ARTICLE 9

ROLE OF LIMITED PARTNERS

9.1 Rights or Powers. Except as otherwise set forth in Section 9.2, no Limited Partner shall have any right or power to take part in the management or control of the Partnership or its business and affairs or to act for or bind the Partnership in any way. Any Partner who acts beyond the scope of the authority granted by this Agreement shall, in addition to any other remedy available to the Partnership or the other Partners, be liable in damages to the Partnership and each other Partner for any loss or damage that they may incur or suffer as a result of such act.

9.2 Voting Rights.

(a) Subject to Section 9.2(b), the Limited Partners shall have the right to vote only on the matters explicitly set forth in this Agreement, including the matters specified in Section 7.5.

(b) Notwithstanding the provisions of Section 9.2(a), a Limited Partner shall cease to have any voting rights under this Agreement (i) upon the Bankruptcy of such Limited Partner or (ii) upon a Disposition of such Limited Partner’s Partnership Interest in connection with, or in lieu of, a foreclosure of an Encumbrance. No unadmitted Assignee of a Partnership Interest, including but not limited to an Assignee pursuant to the events described in clauses (i) and (ii) of this Section 9.2(b), shall have the right to vote on any matters relating to the Partnership or this Agreement.

(c) Subject to Section 19.17, the Series B Preferred Limited Partners shall each be entitled to receive any materials prepared for or distributed at meetings of the board of directors of the General Partner or provided to all other Partners; such materials shall be made available to the Series B Preferred Limited Partners contemporaneously with their distribution to the board of directors of the General Partner or the other Partners. In addition, the holders of the Series B Preferred Limited Partners shall be entitled to access to management of the Partnership on reasonable advance notice and during business hours (and subject to the right of the General Partner to have a representative present) to receive periodic updates on the business of the Partnership.

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ARTICLE 10

SPECIAL MATTERS CONCERNING PREFERRED LIMITED PARTNER INTERESTS

10.1 Series A Preferred Designation of Class.

(a) A class of Partnership Interests is designated the “Series A Preferred Limited Partner Interests” of the Partnership. The provisions of this ARTICLE 10 override any other provisions of this Agreement which are or may be inconsistent with this ARTICLE 10. The General Partner in its Sole Discretion may cause the Partnership to issue Series A Preferred Limited Partner Interests in one or more sub-series. Upon the issuance of a sub-series of Series A Preferred Limited Partner Interests by the Partnership, the General Partner shall amend Exhibit A hereto to include the Series A Preferred Return and Series A Conversion Ratio applicable to such sub-series.

(b) Series A Preferred Limited Partnership Interests shall be issued solely in connection with the purchase by the Partnership of all or substantially all of the assets of, or the equity of, a business engaged in the retail distribution and sale of propane and related equipment and supplies.

10.2 Series A Preferred Distributions. The holders of Series A Preferred Limited Partner Interests shall be entitled to receive within 45 Days of the end of each fiscal quarter a preferential distribution of Distributable Assets in cash in an amount equal to the Series A Preferred Return applicable to such sub-series of Series A Limited Partner Interests.

10.3 Series A Preferred Exchange upon an Initial Public Offering.

(a) It is currently intended by the Partners that the Partnership or a successor in interest to the Partnership’s business and assets may organize itself as a master limited partnership (an “MLP”) and effect an initial public offering of units in the MLP in a manner similar to public offerings made by publicly traded master limited partnerships that are engaged in the distribution and sale of propane. Upon the consummation of such an initial public offering, the Series A Preferred Limited Partner Interests shall be converted into senior subordinated units of the MLP having substantially the rights and privileges set forth on Exhibit B hereto. The number of senior subordinated units of the MLP into which the Series A Preferred Limited Partnership Interests shall be converted shall determined as follows:

Number of Senior Subordinated Units	=	Series A Conversion Ratio	x	Capital Contributions made by the Series A Preferred Limited Partner + any accrued but unpaid Series A Preferred Return
				Liquidation Preference of one common unit sold in the IPO

(b) In the event that the managing underwriters with respect to a potential initial public offering advise the Partnership that the terms of the senior subordinated units set forth on Exhibit B would make an initial public offering inadvisable, then the holders of the Series A Preferred Limited Partner Interests agree, prior to the filing of a registration statement with respect to the initial public offering, to negotiate in good faith with the Partnership and the other Partners to amend the terms upon which the Series A Preferred Limited Partner Interests shall be converted into senior subordinated units of the MLP. If the Partners cannot agree upon the new conversion terms, then the new conversion terms shall be set by the affirmative vote of Partners holding Partnership Interests representing a majority of the Capital Contributions made by the Partners to the Partnership and the Series A Preferred Limited Partner Interest

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shall become convertible into senior subordinated units of the MLP upon such terms. If a Series A Preferred Limited Partner does not vote in favor of the new terms approved pursuant to this Section 10.3(b) (a “Dissenting Holder”) then the General Partner shall have the right to redeem such Partner’s Limited Partner Interests prior to or upon consummation of an IPO Event pursuant to Section 10.5.

10.4 Series A Preferred Put Option.

(a) The Partnership hereby grants to each Series A Preferred Limited Partner an irrevocable right and option (each, a “Put Option”) to cause the Partnership to purchase, and the Partnership hereby agrees to purchase, all of the Series A Preferred Limited Partner Interests held by such Series A Preferred Limited Partner, subject to the terms and conditions described below.

(b) The Put Option may be exercised by any Series A Preferred Limited Partner at any time and from time to time (provided that no such exercise shall be for less than all of the Series A Preferred Limited Interests held by such Partner) after seven years from the issuance date of such Series A Preferred Limited Partner Interests. In the event that a Series A Preferred Limited Partner desires to exercise its Put Option, such Series A Preferred Limited Partner shall give written notice to the Partnership (a “Put Option Exercise Notice”) of such Series A Preferred Limited Partner’s intention to exercise its Put Option.

(c) For each Series A Preferred Limited Partner Interest purchased by the Partnership pursuant to Section 10.4(b), the exercise price for the Put Option (the “Put Option Exercise Price”) shall be an amount equal to the Capital Contributions made by such Partner and any accrued but unpaid Series A Preferred Return associated with the Series A Limited Partner Interests to be redeemed.

(d) If a Series A Preferred Limited Partner exercises a Put Option by timely delivery of a Put Option Exercise Notice together with the certificate(s) evidencing the interests subject to such notice, the Partnership shall deliver to the Series A Preferred Limited Partner, by wire transfer of immediately available funds to an account specified by each such Series A Preferred Limited Partner to the General Partner in the Put Option Notice, the Put Option Exercise Price not later than 90 days following the date on which the Put Option Exercise Notice is given to the Partnership (the “Put Option Closing Date”); provided, however, the General Partner in its Sole Discretion may require the Series A Preferred Limited Partner exercising the Put Option to provide a certification as to the ownership of such interests prior to the delivery of the Put Option Exercise Price. Upon payment of the Put Option Exercise Price as provided herein, such Series A Preferred Limited Partner Interests shall no longer be deemed outstanding, the holders thereof shall cease to be Limited Partners of the Partnership, and all rights whatsoever with respect to the Series A Preferred Limited Partner Interests (except the right of the such Limited Partners to receive the Put Option Exercise Price without interest) shall terminate.

10.5 Series A Preferred Redemption.

(a) The Partnership, at the option of the General Partner, may redeem the Series A Preferred Limited Partner Interests of any Dissenting Holder, in whole or in part, at any time subsequent the such holder becoming a Dissenting Holder for an amount equal to 90% of the sum of (i) the Capital Contributions made by such Partner associated with such Series A Preferred Limited Partner Interests and (ii) any accrued but unpaid Series A Preferred Return associated with such Series A Preferred Limited Partner Interests being redeemed at the Redemption Date. Additionally, the Partnership, at the option of the General Partner, may redeem the Series A Preferred Limited Partner Interests of any Partner, in whole or in part, at any time at or subsequent to a Liquidity Event for an amount equal to sum of (i) the Capital Contributions made by such Partner associated with such Series A Preferred Limited Partner Interests and (ii) any accrued but unpaid Series A Preferred Return associated with such Series A Preferred Limited Partner Interests being redeemed at the Redemption Date.

(b) Each date fixed for redemption pursuant to this section is referred to as a “Redemption Date.” The applicable amount payable in redemption of the Series A Preferred Limited Partner Interests under this section is referred to as the “Redemption Price.” Notice of any redemption will be irrevocable and will be mailed by the Partnership, postage prepaid, not less than 30 Days prior to the Redemption Date,

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addressed to the respective holders of record of the Series A Preferred Limited Partner Interests to be redeemed at their respective addresses as they appear on the records of the Partnership. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series A Preferred Limited Partner Interests except as to the holder to whom the Partnership has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by Law, such notice shall state: (i) the Redemption Date (which may be specified as the consummation of an IPO Event or the occurrence of the Liquidity Event, as the case may be); (ii) the Redemption Price; (iii) whether all or less than all the outstanding Series A Preferred Limited Partner Interests are to be redeemed and the aggregate amount of Series A Preferred Limited Partner Interests to be redeemed and, if less than all Series A Preferred Limited Partner Interests held by such holder are to be redeemed, the percentage of Series A Preferred Limited Partner Interests to be redeemed; and (iv) that distributions on the Series A Preferred Limited Partner Interests to be redeemed will cease to accrue on the Redemption Date. The notice may also require delivery of the certificates representing the Series A Preferred Limited Partner Interests together with certification as to the ownership of such interests.

(c) The Redemption Price shall be paid to holders of Series A Preferred Limited Partner Interests to be redeemed by wire transfer of immediately available funds to an account specified by each such holder in writing to the General Partner as requested in the notice of redemption.

10.6 Series A Preferred Voting Rights.

(a) The holders of record of Series A Preferred Limited Partner Interests shall not be entitled to any voting rights except as provided pursuant to this section or as otherwise provided by Law. Subject to Sections 3.4, 10.3(b) and 12.1(b) the Partnership shall not without the affirmative vote or consent of a Majority Interest of the Series A Preferred Limited Partner Interests outstanding at the time, given in person or by proxy, either in writing or at a meeting, amend the provisions of this Agreement so as to materially and adversely affect any right, preference, privilege or voting power of the Series A Preferred Limited Partner Interests or the holders thereof. All sub-series of Series A Preferred Limited Partner Interests shall vote as a single class for all purposes under this Agreement.

(b) Except as required by Law, the foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series A Preferred Limited Partner Interests shall have been redeemed or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption.

10.7 Series A Preferred Subordination. The Series A Preferred Limited Partners hereby acknowledge that their right to receive the Series A Preferred Return as a distribution out of Distributable Assets pursuant to Section 6.1 above and the Put Option Exercise Price pursuant to Section 10.4 above shall be subordinated in right of payment to the prior payment in full of all institutional indebtedness of the Partnership, whether outstanding on the date hereof or hereafter incurred. Additionally, the Series A Preferred Limited Partners hereby agree to sign any and all documents as are necessary or appropriate to document such subordination, and the right to receive the Series A Preferred Return pursuant to Section 6.1 above may be suspended in the Sole Discretion of the General Partner until all such documents have been executed and delivered.

10.8 Series B Preferred Designation; Voting. A class of Partnership Interests is designated the “Series B Preferred Limited Partner Interests” of the Partnership. Any vote or consent of, or objection of, the Series B Preferred Limited Partners shall be effective as to the entire Series B Preferred Limited Partner Interests if it receives the affirmative assent of a Series B Preferred Limited Partner Super-Majority of the Series B Preferred Limited Partners.

10.9 Series B Preferred Distributions. The holders of Series B Preferred Limited Partner Interests shall be entitled to receive within 45 Days of the end of each fiscal quarter a preferential distribution of Distributable Assets in cash in an amount equal to the Series B Preferred Return applicable to such sub-series of Series B Limited Partner Interests.

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10.10 Series B Preferred Exchange upon an Initial Public Offering.

(a) In the event of a Qualifying IPO, the Series B Preferred Limited Partner Interests shall be converted into the same units or mix of units of the MLP as the Common Limited Partners pursuant to Section 12.1. Prior to or simultaneous with the Partnership effecting a Qualifying IPO, the Partnership shall distribute to the Series B Preferred Limited Partners all of the accrued but unpaid Series B Preferred Return. Series B Preferred Limited Partner Interests shall be converted as follows:

Number of Senior Subordinated Units	=	Series B Conversion Ratio	x	Unpaid Capital Contributions of the Series B Preferred Limited Partners + any accrued but unpaid Series B Preferred Return
				Liquidation preference (i.e. the price of one common unit sold in the IPO and the same as that provided in Section 10.3) of one common unit sold in the IPO

(b) In the event that the managing underwriters with respect to a potential initial public offering advise the Partnership that the terms of the senior subordinated units set forth on Exhibit B would make an initial public offering inadvisable, then the holders of the Series B Preferred Limited Partner Interests agree, prior to the filing of a registration statement with respect to the initial public offering, to negotiate in good faith with the Partnership and the other Partners to amend the terms upon which the Series B Preferred Limited Partner Interests shall be converted into senior subordinated units of the MLP. If the Partners cannot agree upon the new conversion terms, then the new conversion terms shall be set by the affirmative vote of Partners holding Partnership Interests representing a majority of the Capital Contributions made by the Partners to the Partnership and the Series B Preferred Limited Partner Interest shall become convertible into senior subordinated units of the MLP upon such terms.

10.11 Series B Preferred Limited Partner Put Option.

(a) The Partnership hereby grants to the Series B Preferred Limited Partners an irrevocable right and option (each, a “Series B Preferred Put Option”) to cause the Partnership to purchase, and the Partnership hereby agrees to purchase, all, or any portion, of the Series B Preferred Limited Partner Interests, subject to the terms and conditions described below.

(b) The Series B Preferred Put Option may be exercised by any or all of the Series B Preferred Limited Partners at any time after six years after the Effective Date. If any of the Series B Preferred Limited Partners desire to exercise their Series B Preferred Put Option, such Series B Preferred Limited Partners shall give written notice to the Partnership (the “Series B Preferred Put Notice”) of such Series B Preferred Limited Partners’ intention to exercise its Series B Preferred Put Option. Any Series B Preferred Put Notice shall be irrevocable and will be given by the Series B Preferred Limited Partners to the Partnership. The “Series B Preferred Put Date” shall be a date selected by the General Partner and shall not be more than 90 Days after the giving of such Series B Preferred Put Notice.

(c) The purchase price (the “Series B Preferred Put Price”) shall be an amount equal to the sum of (i) the product of (x) the Unpaid Capital Contributions with respect to such Series B Preferred Limited Partner Interests multiplied by (y) the Series B Conversion Ratio applicable at the Series B Preferred Put Date and (ii) any accrued but unpaid Series B Preferred Return. At the Partnership’s election, the Series B Preferred Put Price may be paid in two installments. If the Partnership elects to pay in two installments, then the portion of the Series B Preferred Put Price payable on the Series B Preferred Put Date shall be one half of the amount described above and the amount payable on the Second Installment Date (as defined below) shall be the remainder of the Series B Preferred Put Price, plus interest at the rate of eleven percent (11%) per annum on the half of the amount described in (i)(x) above, from the Series B Preferred Put Date until the Second Installment Date.

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(d) On the Series B Preferred Put Date, the Series B Preferred Limited Partners shall deliver the certificate(s) evidencing the interests that are the subject of the Series B Preferred Put Notice, and the Partnership shall deliver to the Series B Preferred Limited Partners, by wire transfer of immediately available funds to an account specified by each such Series B Preferred Limited Partner to the General Partner in the Series B Preferred Put Option Notice, the payment of the Series B Preferred Put Price (or as applicable the first installment thereof); provided, however, the General Partner in its Sole Discretion may require the Series B Preferred Limited Partners exercising the Series B Preferred Put Option to provide a certification as to the ownership of such interests prior to the delivery of the Series B Preferred Put Price. Upon payment of the Series B Preferred Put Price (or as applicable the first installment thereof), such Series B Preferred Limited Partner Interests shall no longer be deemed outstanding, the holders thereof shall cease to be Limited Partners of the Partnership, and all rights whatsoever with respect to the Series B Preferred Limited Partner Interests shall terminate (except the right of the such Limited Partners to receive the Series B Preferred Put Price). If the first installment payment is not delivered to the Series B Preferred Limited Partner on the Series B Preferred Put Date pursuant to this section, then thereafter the amount of the first installment payment shall bear interest in an amount equal to 16.0% per annum, accrued from the Series B Preferred Put Date until the date paid.

(e) If the Partnership elects to pay in two installments, then the second installment payment of the Series B Preferred Put Price shall be paid to the holders of Series B Preferred Limited Partner Interests to be purchased by wire transfer of immediately available funds to an account specified by each such holder in writing to the Partnership as requested in the Series B Preferred Put Notice on the first anniversary of the Series B Preferred Put Date (the “Second Installment Date”). If the second installment payment is not delivered to the Series B Preferred Limited Partner on the Second Installment Date pursuant to this section, then thereafter the amount of the second installment payment shall bear interest in an amount equal to 16.0% per annum, accrued from the Second Installment Date until the date paid.

10.12 Series B Preferred Redemptions.

(a) The Partnership or some or all of the Common Limited Partners, at the Sole Discretion of the General Partner, may redeem the Series B Preferred Limited Partner Interests, in whole or in part, at any time after the fourth anniversary of the Effective Date. Notwithstanding the foregoing, the Partnership (or, if some or all of the Common Limited Partners so elect to make such redemption in lieu of the Partnership, such Common Limited Partners) shall redeem all of the Series B Preferred Limited Partner Interests pursuant to Section 7.5(e) in the event the General Partner elects to do so, regardless of whether the fourth anniversary of the Effective Date has occurred.

(b) The redemption price paid under Section 10.12(a) shall be the Series B Preferred Redemption Price. For purposes of the Agreement, the “Series B Preferred Redemption Price” shall be an amount equal to the sum of (i) the product of (x) the Unpaid Capital Contributions with respect to such Series B Preferred Limited Partner Interests multiplied by (y) the Series B Conversion Ratio applicable at the Series B Preferred Redemption Date and (ii) any accrued but unpaid Series B Preferred Return associated with such Series B Preferred Limited Partner Interests being redeemed at such Series B Preferred Redemption Date.

(c) Each date properly fixed by the General Partner for the redemption pursuant to this section is referred to as a “Series B Preferred Redemption Date.” Notice of any redemption will be given by the General Partner not less than 30 Days nor more than 60 Days prior to the Series B Preferred Redemption Date, addressed to the respective holders of record of the Series B Preferred Limited Partner Interests to be redeemed at their respective addresses as they appear on the records of the Partnership. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series B Preferred Limited Partner Interests except as to the holder to whom the General Partner has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by Law, such notice shall state: (i) the Series B

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Preferred Redemption Date; (ii) the Series B Preferred Redemption Price; (iii) whether all or less than all the outstanding Series B Preferred Limited Partner Interests are to be redeemed and the aggregate amount of Series B Preferred Limited Partner Interests to be redeemed and, if less than all Series B Preferred Limited Partner Interests held by such holder are to be redeemed, the percentage of Series B Preferred Limited Partner Interests to be redeemed; and (iv) that all distributions on the percentage of Series B Preferred Limited Partner Interests to be redeemed will cease to accrue on the Series B Preferred Redemption Date. The notice may also require delivery of the certificates representing the Series B Preferred Limited Partner Interests together with certification as to the ownership of such interests.

(d) If there is more than one Series B Preferred Limited Partner at the Series B Preferred Redemption Date, then any partial redemption pursuant to Section 123(a)(i) will be pro rata based upon the respective Unpaid Capital Contributions of such Series B Preferred Limited Partners. The Series B Preferred Redemption Price shall be paid to the holders of Series B Preferred Limited Partner Interests to be redeemed by wire transfer of immediately available funds to an account specified by each such holder in writing as requested in the notice of redemption.

10.13 Series B Preferred Subordination. The Series B Preferred Limited Partners hereby acknowledge that their right to receive the Series B Preferred Return as a distribution out of Distributable Assets and the payment of the Series B Preferred Redemption Price pursuant to Section 10.11 and the Series B Preferred Put Price under Section 10.12, shall, from and after and during the continuance of an event of default under any institutional indebtedness of the Partnership, be subordinated in right of payment to the prior payment in full of all such indebtedness of the Partnership, whether outstanding on the date hereof or hereafter incurred. Additionally, the Series B Preferred Limited Partners hereby agree to sign any and all documents as are necessary or appropriate to document such subordination.

ARTICLE 11

SPECIAL MATTERS CONCERNING THE MANAGEMENT

RESTRICTED COMMON LIMITED PARTNER INTERESTS

11.1 Designation of Class. A class of Partnership Interests is designated the “Management Restricted Common Limited Partner Interests” of the Partnership. The provisions of this ARTICLE 11 override any other provisions of this Agreement which are or may be inconsistent with this ARTICLE 11.

11.2 Time Vesting of the Management Restricted Common Limited Partner Interests.

(a) The Management Restricted Common Limited Partner interests shall be subject to the Time Vesting Restrictions until they vest in accordance this Section 11.2. With respect to a Person who is a Limited Partner of the Partnership on the date hereof, such Limited Partner’s Management Restricted Common Limited Partner Interests shall vest with respect to the Time Vesting Restrictions according to the following schedule; provided, that such Person’s Service has been continuous from the date of his acquisition of such Limited Partner Interests through the date indicated below:

Cumulative Percentage Vested	Time Vesting Date
30%	First anniversary of such Person’s acquisition of the Management Restricted Common Limited Partner Interests
60%	Second anniversary of such Person’s acquisition of Management Restricted Common Limited Partner Interests

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80%	Third anniversary of such Person’s acquisition of Management Restricted Common Limited Partner Interests
100%	Fourth anniversary of such Person’s acquisition of Management Restricted Common Limited Partner Interests

With respect to a Person who becomes a Limited Partner of the Partnership after the date hereof, such Limited Partner’s Management Restricted Common Limited Partner Interests shall vest with respect to the Time Vesting Restrictions according to the following schedule; provided, that such Person’s Service has been continuous from the date of his acquisition of such Limited Partner Interests through the date indicated below:

Cumulative Percentage Vested	Time Vesting Date
25%	First anniversary of such Person’s acquisition of the Management Restricted Common Limited Partner Interests
50%	Second anniversary of such Person’s acquisition of Management Restricted Common Limited Partner Interests
75%	Third anniversary of such Person’s acquisition of Management Restricted Common Limited Partner Interests
100%	Fourth anniversary of such Person’s acquisition of Management Restricted Common Limited Partner Interests

In the event the Service of a holder of Management Restricted Common Limited Partner Interests is terminated, all Management Restricted Common Limited Partner Interests that are still subject to Time Vesting Restrictions held by such Person shall automatically be transferred, without consideration, to the General Partner and shall become subject to reallocation pursuant to the provisions of Section 11.4 below. Upon the occurrence of an IPO Event or a Liquidity Event, all Time Forfeiture Restrictions shall lapse. The automatic transfer of Management Restricted Common Limited Partner Interests to the General Partner pursuant to this Section 11.2 upon the termination of a holder’s Service is referred to herein as the “Time Vesting Restrictions.”

(b) In the event that a holder of Management Restricted Common Limited Partner Interests becomes a Defaulting Holder or a Competing Holder, the General Partner, in its Sole Discretion, may cause such holder’s Management Restricted Common Limited Partner Interests to be automatically transferred, without consideration, to the General Partner regardless of whether such Management Restricted Common Limited Partner Interests remain subject to the Time Vesting Restrictions. Upon any such transfer, such Limited Partner Interests shall become subject to reallocation pursuant to the provisions of Section 11.4 below.

(c) For the purposes of determining the lapse of the Time Vesting Restrictions contained in this Section 11.2, any Management Restricted Common Limited Partner Interests held by the Kent A. Misemer Revocable Trust dated 12-24-92 shall be deemed to be held by Kent A. Misemer and any Management Restricted Common Limited Partner Interests held by the Larry A. Weinstein Revocable Trust Dated 8-21-00 shall be deemed to be held by Larry A. Weinstein. Additionally, the restrictions on the transferability of Limited Partner Interests contained in ARTICLE 16 shall not apply to automatic transfers made pursuant to this Section 11.2.

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11.3 Termination and Transfer of the Management Restricted Common Limited Partner Interests and Class B Common Limited Partner Interests. If the Service of an individual who is either a holder of or an Affiliate of a Person that is a holder of a Class B Common Limited Partner Interest or a Management Restricted Common Limited Partner Interest that is not subject to Time Vesting Restrictions and has not been automatically transferred to the General Partner pursuant to Section 11.2(b) (“Terminated Holder”), whether the Terminated Holder is a Defaulting Holder or Competing Holder or not, terminates for any reason, then the General Partner may at any time thereafter, at its Sole Discretion, cause the transfer of the Terminated Holder’s Class B Common Limited Partner Interest and any Management Restricted Common Limited Partner Interest that is not subject to Time Vesting Restrictions and has not been automatically transferred to the General Partner pursuant to Section 11.2(b) (together the “Terminated Interest”) to a Person designated by the General Partner (the “Terminated Interest Purchaser”) for a price in cash equal to the fair market value of the Terminated Interest on the date of termination as determined below (“Terminated Interest Purchase Price”). The Terminated Interest subject to this Section 11.3 is not and shall not be construed to be an Offered Interest subject to the terms of Section 16.7.

The General Partner and the Terminated Holder agree to negotiate in good faith to determine the Terminated Interest Purchase Price by mutual agreement. If, at the end of 30 Days following the initiation of good faith negotiations, the Terminated Holder and the General Partner have not agreed upon a mutually acceptable Terminated Interest Purchase Price, the Terminated Interest Purchase Price shall be determined by a procedure whereby two independent appraisers, one chosen by the General Partner and one by the Terminated Holder, shall agree upon the Terminated Interest Purchase Price, based on common accepted standards and methodologies employed in the valuation of the lines of business in which Liberty Propane L.P. participates. The General Partner and the Terminated Holder shall each deliver a written notice to the other indicating the appointment of an independent appraiser within 10 Days following the end of the 30 Day negotiation period. If the independent appraiser designated by a party dies, becomes incapacitated or refuses to serve, the affected party shall have 10 Days thereafter to deliver written notice of the appointment of an alternative independent appraiser. Each independent appraiser shall prepare a written appraisal report that shall contain a valuation of the Terminated Interest Purchase Price expressed in U.S. Dollars to be delivered simultaneously to the General Partner, the Terminated Holder, and the other independent appraiser, on the 45th day following the end of the 30 Day negotiation period. Liberty Propane L.P., and its managers shall provide sufficient cooperation and release sufficient information reasonably requested to any appointed independent appraisers to enable independent appraisers to perform their work.

If the lower of the two valuations is less than the higher of the two valuations by a difference that is less than or equal to ten percent (10%) of the higher valuation amount, the Terminated Interest Purchase Price shall be determined by averaging the two valuations contained in the two written appraisals. Otherwise, the two appraisers shall attempt to reach agreement on a determination of the Terminated Interest Purchase Price through negotiation. If, within 10 Days after receipt of both written appraisal reports, the General Partner and the Terminated Holder are unable to agree upon the Terminated Interest Purchase Price, a third independent appraiser shall be chosen within 10 Days thereafter by mutual consent of the first two independent appraisers; or, if such first two independent appraisers fail to agree upon the appointment of a third independent appraiser, such appointment shall be made by American Arbitration Association. The third independent appraiser so appointed and chosen shall choose between the two valuations of the Terminated Interest Purchase Price made by the first two independent appraisers in their respective written appraisal reports as the valuation that most accurately reflects the fair market value of the Terminated Interest at the date of termination and shall be given sufficient reasonable cooperation and sufficient reasonable access to information, including but not limited to any cooperation and information provided to the first two independent appraisers pursuant to their work, in order to facilitate the third independent appraiser’s choice.

The determination of the Terminated Interest Purchase Price made pursuant to this Section shall be binding and conclusive on the General Partner and the Terminated Holder.

If the General Partner appoints an independent appraiser and the Terminated Holder fails to appoint an independent appraiser in the manner specified herein, the determination of the Terminated Interest Purchase Price made by the independent appraiser so appointed shall be binding and conclusive on the General Partner and the Terminated Holder.

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If an IPO Event or a Liquidity Event occurs within six months following the termination date, the Terminated Interest Purchase Price shall be adjusted to reflect the additional value, if any, that the Terminated Holder who is not a Defaulting Holder or a Competing Holder would have received if the Terminated Holder who is not a Defaulting Holder or a Competing Holder would have terminated its Services at the moment at which the IPO Event or Liquidity Event occurs.

At request of the Terminated Holder who is not a Defaulting Holder or a Competing Holder, the transfer of the Terminated Interest of the Terminated Holder who is not a Defaulting Holder or a Competing Holder to the Terminated Interest Purchaser and payment of the Terminated Interest Purchase Price may be deferred until the first day of the tax year of the Terminated Holder following the year of the termination date. The effective date for termination shall not be affected by the Terminated Holder’s request and the Terminated Interest Purchase Price shall be determined based on the fair market value of the Terminated Interest on the date of termination as provided above in this Section. Notwithstanding the foregoing two sentences, if an IPO Event or a Liquidity Event occurs at any time after the termination date, but before the start of such tax year following the year of the termination date, the Terminated Holder shall not have the option to defer the transfer of the Terminated Holder’s Terminated Interest to the Terminated Interest Purchaser and payment of the Terminated Interest Purchase Price until the tax year following the year of the termination date.

The Terminated Interest Purchaser, if not then a partner in the Partnership, shall be admitted as a Limited Partner of the Partnership, subject to compliance with Section 16.11. The restrictions on the disposition of Limited Partner Interests contained in Sections 16.6 through 16.9 of the Agreement shall not apply to transfers made pursuant to this Section 11.3: provided, however, that the Terminated Holder and the Terminated Interest Purchaser must comply with the requirements set forth in Section 16.6 except where such requirements are explicitly not applicable to transfers of Terminated Interest under this Section 11.3. Upon tender of the Terminated Interest Purchase Price to the Terminated Holder, and issuance of a certificate representing such Terminated Interest to the Terminated Interest Purchaser, such Terminated Interest shall be deemed transferred to the Terminated Interest Purchaser without the need for execution by the Terminated Holder.

11.4 Allocation and Transfer of Management Restricted Common Limited Partner Interests held by the General Partner.

(a) Notwithstanding anything in this Agreement to the contrary, any Management Restricted Common Limited Partner Interests held by the General Partner as of the date of this Agreement and any Management Restricted Common Limited Partner Interests that are transferred to the General Partner pursuant to Section 11.2 above may be allocated by the Chief Executive Officer of the General Partner upon approval by the Compensation Committee of the Board of Directors of the General Partner to any member of the management team of the General Partner; provided, that, if the Chief Executive Officer does not provide a proposed allocation to the Compensation Committee for approval within 15 Days of such a request, the Compensation Committee shall be free to make such an allocation in its Sole Discretion. Upon any such allocation, the transferee shall become a Limited Partner of the Partnership upon the execution and delivery by such Person of such documents and instruments as the General Partner may reasonably request as may be necessary or appropriate to confirm such Person as a Limited Partner in the Partnership and such Person’s agreement to bound by the terms and conditions of this Agreement. The restrictions on the transferability of Limited Partner Interests contained in ARTICLE 16 shall not apply to allocations made pursuant to this Section 11.4.

(b) If any distributions are made by the Partnership on the Management Restricted Common Limited Partner Interests held by the General Partner, the Partnership shall distribute such funds not to the General Partner, but rather, such funds shall be placed into escrow for the benefit of the other holders of the Management Restricted Common Limited Partner Interests pro rata in accordance with their Sharing Ratios. Any such funds shall be released from escrow in accordance with the provisions of Section 11.6 hereof.

11.5 Voting Rights. The holder of the Management Restricted Common Limited Partner Interests shall not be entitled to any voting rights except as provided pursuant to this section or as otherwise provided by Law. Subject to Section 3.4. 10.3(b) and 12.1(b) the Partnership shall not, without the affirmative consent of the holder of the Management Restricted Common Limited Partner Interests, amend the provisions of this Agreement so as to

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materially and adversely affect any right, preference, privilege or voting power of the Management Restricted Common Limited Partner Interests or the holder thereof.

11.6 Escrow of Distributions. Until the lapse of the Time Vesting Restrictions, all distributions made by the Partnership to the holder of such Management Restricted Common Limited Partner Interests shall be placed into escrow. Upon the lapse of the Time Vesting Restrictions, the escrowed distributions shall be released to the holder of the vested Management Restricted Common Limited Partner Interests. If any Management Restricted Common Limited Partner Interests are forfeited pursuant to Section 11.3 above, the escrowed distributions associated with such Management Restricted Common Limited Partnership Interests shall be released to an entity designated by Sterling. Prior to the distribution of the escrowed funds, the General Partner shall in its Sole Discretion select any escrow agent and control the investment and disposition of such funds by the escrow agent.

ARTICLE 12

SPECIAL MATTERS CONCERNING THE COMMON LIMITED PARTNER INTERESTS

12.1 Initial Public Offering.

(a) It is currently intended by the Partners that the Partnership or a successor in interest to the Partnership’s business and assets may organize itself as MLP and effect an initial public offering of units in the MLP in a manner similar to public offerings made by publicly traded master limited partnerships that are engaged in the distribution and sale of propane. Upon the consummation of such an initial public offering, the Class A Common Limited Partner Interests and Class B Common Limited Partner Interests shall be converted into units of the MLP having substantially the rights and privileges set forth on Exhibit B hereto. Subject to Section 12.1(a) below, the number of units of the MLP into which the Class A Common Limited Partner Interests and Class B Common Limited Partner Interests shall be converted shall determined as follows:

Class A Common Limited Partner Interests and Class B Common Limited Partner Interests shall be converted into senior subordinated units of the MLP in accordance with the following formula:

Number of Senior Subordinated Units	=	Class A and Class B Common Conversion Ratio	X	Unpaid Capital Contributions of the Class A Common Limited Partner and Class B Common Limited Partner + any accrued but unpaid Class A and Class B Common Preferred Return
				Liquidation preference (i.e. the price of one common unit sold in the IPO and the same as that provided in Section 10.3) of one common unit sold in the IPO

(b) In the event that the managing underwriters with respect to a potential initial public offering advise the Partnership that the terms of the senior subordinated units set forth on Exhibit B would make an initial public offering inadvisable, then the holders of the Class A Common Limited Partner Interests and Class B Common Limited Partner Interests agree, prior to the filing of a registration statement with respect to the initial public offering, to negotiate in good faith with the Partnership and the other Partners to amend the terms set forth in Exhibit B upon which the Class A Common Limited Partner Interests and Class B Common Limited Partner Interests shall be converted into units of the MLP. If the Partners cannot agree upon the new conversion terms, then the new conversion terms shall be set by the affirmative vote of Partners holding Partnership Interests representing a majority of the Capital Contributions made by the Partners to the Partnership and the Class A Common Limited Partner Interests and Class B Common Limited Partner Interests shall become convertible into senior subordinated units of the MLP upon such terms.

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12.2 Class B Common Limited Partner Call Option.

(a) The Partnership, at the option of the General Partner, may, and in the circumstances required under Section 7.5(e). shall, redeem the Class B Common Limited Partner Interests held by any Defaulting Holder or Competing Holder, in whole or in part, at any time subsequent to such Limited Partner becoming a Defaulting Holder or Competing Holder, as the case may be, for an amount equal to the lesser of (i) the fair market value of the Class B Common Limited Partner Interest and (ii) the aggregate unreturned Capital Contributions made by such Limited Partner with respect to his Class B Common Limited Partner Interests (the “Call Price”).

(b) Notice of any redemption will be irrevocable and will be mailed by the Partnership, postage prepaid, not less than 30 Days prior to the date fixed for redemption (the “Call Date”), addressed to the respective holders of record of the Class B Common Limited Partner Interests to be redeemed at their respective addresses as they appear on the records of the Partnership. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Class B Common Limited Partner Interests except as to the holder to whom the Partnership has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by Law, such notice shall state: (i) the Call Date; (ii) the Call Price; and (iii) whether all or less than all of the Class B Common Limited Partner Interests held by such Limited Partner are to be redeemed and, if less than all of the Class B Common Limited Partner Interests held by such Person are to be redeemed, the percentage of such Limited Partner’s Class B Common Limited Partner Interests that are to be redeemed. The notice may also require delivery of the certificates representing the Class B Common Limited Partner Interests together with certification as to the ownership of such interests.

(c) The Call Price shall be paid to holders of the Class B Common Limited Partner Interests to be redeemed by wire transfer of immediately available funds to an account specified by each such holder in writing to the General Partner as requested in the notice of redemption. At the option of the General Partner, the Call Price may be paid in four equal installments, the first to be made on the Call Date and the subsequent three installments to be made on the succeeding three anniversaries of the Call Date.

ARTICLE 13

OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES

13.1 Partnership Expenses. The Partnership will bear and be charged with the costs and expenses of the Partnership’s operation (and will promptly reimburse the General Partner or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such Persons) (the “Partnership Expenses”), including:

(i) fees, costs and expenses of any administrators, custodians, attorneys and accountants (including audit and certification fees and the costs of printing and distributing reports to Partners);

(ii) interest on and fees and expenses arising out of all borrowings made by the Partnership, including, but not limited to, the arranging thereof;

(iii) the costs of any litigation, D&O liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Partnership; provided, that the Partnership will not be required to bear the costs of any incremental premium associated with the purchase of insurance designed to insure the General Partner or any other Indemnitees against any act or omission which is not identifiable by the Partnership under Section 18.1;

(iv) expenses of dissolving and liquidating the Partnership; and

(v) any taxes, fees or other governmental charges levied against the Partnership and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Partnership.

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ARTICLE 14

BOOKS AND RECORDS

14.1 Books of Account. For financial reporting purposes, the books and records of the Partnership shall be prepared in accordance with GAAP and shall reflect all Partnership transactions, and shall be appropriate and adequate for the Partnership’s business. For purposes of tax reporting and determination of Profits and Losses, and Capital Accounts, such books and records shall be converted to the cash receipts and disbursements method consistent with the manner in which the Partnership determines taxable income or loss for federal income tax purposes. Work papers shall be prepared reflecting the adjustments required to effect such conversion, and such work papers shall be maintained as part of the Partnership’s permanent accounting records.

14.2 Availability of Books of Account.

(a) The Partnership shall keep and maintain the following records:

(i) a current list (a copy of which is attached hereto as Exhibit A), as from time to time amended, of (A) the name and mailing address of each Partner, separately identifying the General and Limited Partners, (B) the last known street address of each Partner’s business, (C) the Sharing Ratio of each Partner, and (D) in the event that one or more classes or groups of Partners are established, the names of the Partners who are members of each specified class or group;

(ii) a copy of the Partnership’s federal, state, and local information or income tax returns for each of the Partnership’s six most recent tax years;

(iii) a copy of this Agreement and the Certificate of Limited Partnership, all amendments or restatements, executed copies of any powers of attorney under which the Agreement, Certificate of Limited Partnership, and all amendments or restatements to the Agreement and Certificate of Limited Partnership have been executed, and copies of any document that creates, in a manner provided by any subsequent amendment to the Agreement, classes or groups of Partners; and

(iv) books and records that set forth a true and accurate account of all business transactions arising out of and in connection with the conduct of the Partnership.

(b) The Partnership shall keep at its registered office and make available to the Partners on reasonable request the street address of its principal office in which the records, required by Section 14.2(a). are maintained or will be available. A Partner, on giving a one Business Day prior written request stating the purpose, may examine and copy, in person or by its representative, at any reasonable time, for any proper purpose, and at the Partner’s expense, records required to be kept under Section 14.2(a) and other information regarding the business, affairs, and financial condition of the Partnership as is just and reasonable for the Partner to examine and copy. On the written request of any Partner, the Partnership shall provide to the requesting Partner, without charge, copies of (i) this Agreement and Certificate of Limited Partnership, and all amendments or restatements thereof; and (ii) any of the tax returns described in Section 14.2(a)(ii).

14.3 Periodic Reporting. The Partnership shall furnish or cause to be furnished to each Partner the following:

(a) Annual Reports. Within 120 Days after the end of each Fiscal Year beginning with the Fiscal Year ending June 30, 2004, audited balance sheets as of the last Day of such Fiscal Year and the preceding Fiscal Year and audited income statements and statements of cash flows for such periods and the notes associated with each, for the Partnership.

(b) Monthly Reports. Within 60 Days after the end of each calendar month, the following (without financial notes):

(i) unaudited balance sheets of the Partnership as of the end of such month and for the comparable month of the prior Fiscal Year, if applicable;

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(ii) unaudited income statements of the Partnership for such month, for the year-to-date ending such month and for the comparable periods of the prior Fiscal Year, if applicable; and

(iii) unaudited statements of cash flows of the Partnership for such month.

(c) Tax Reports. Within 100 Days after the end of each calendar year, the following:

(i) a copy of the Partnership’s federal income tax return, as to be filed with the Internal Revenue Service and a Form K-1 for such Partner based on such Partnership tax return; and

(ii) a statement of the Partner’s Capital Account balances at the end of the calendar year and a statement of the changes therein since the end of the prior calendar year.

14.4 Bank Accounts. All funds of the Partnership shall be deposited in a separate account or accounts in the name of the Partnership at such financial institutions as may be determined from time to time by the General Partner. Withdrawals from such account(s) shall be made upon check or other withdrawal orders executed by the General Partner.

14.5 Tax Returns. The General Partner shall cause all income and other tax returns of the Partnership to be prepared and filed in a timely manner. The General Partner shall furnish to each Partner a copy of each such return, together with any schedules or other information (including the relevant Form K-1 for such Partner) that each Partner may require in connection with such Partner’s own tax affairs.

14.6 Information. Necessary tax information shall be delivered to each Partner after the end of each Fiscal Year of the Partnership. Every effort shall be made to furnish such information within 180 Days after the end of each Fiscal Year by a firm of independent certified public accountants selected by the General Partner.

ARTICLE 15

AMENDMENTS; MEETINGS

15.1 Amendments. Subject to Sections 7.5(a)(ii), 7.5(a)(iii), 10.6(a), and 11.5, the General Partner may amend this Agreement in its Sole Discretion. If the General Partner proposes to make an amendment to this Agreement that requires the approval of a class or classes of Limited Partnership Interests pursuant to Sections 7.5(a)(ii) or (a)(iii), 10.6(a), or 11.5, then, the General Partner shall submit to the Limited Partners whose consent is required a verbatim statement of any proposed amendment. The General Partner shall seek the written vote of such Partners on the proposed amendment or shall call a meeting to vote thereon. For purposes of obtaining a written vote, the General Partner may require a response within a reasonable specified time, but not less than 15 Days after notice pursuant to Section 19.1, and failure to respond in such time period shall constitute a vote which is consistent with the General Partner’s recommendation with respect to the proposal.

ARTICLE 16

CERTIFICATES OF INTEREST, RECORD HOLDERS AND DISPOSITION OF

INTEREST BY LIMITED PARTNERS

16.1 Certificates of Partnership Interest. Upon the Partnership’s issuance of Partnership Interests to any Person, the Partnership may issue one or more Certificates of Partnership Interest in the name of such Person. Certificates of Partnership Interest shall be executed on behalf of the Partnership by the General Partner.

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16.2 Registration, Registration of Disposition and Exchange.

(a) The General Partner shall cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 16.2(b), the General Partner will provide for the registration and Disposition of Partnership Interests. The Partnership shall not recognize the Disposition of a Partnership Interest unless the same is effected in the manner described in this Section 16.2 and in accordance with this ARTICLE 16. Upon surrender for registration of the Disposition of any Partnership Interests evidenced by a Certificate of Partnership Interest, and subject to the provisions of Section 16.2(b), the General Partner on behalf of the Partnership shall execute in the name of the holder or the designated Assignee or Assignees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number of Partnership Interests as was evidenced by the Certificate of Partnership Interest so surrendered.

(b) Except as otherwise provided in this ARTICLE 16, the Partnership shall not recognize any Disposition of a Partnership Interest until the Certificate of Partnership Interest evidencing such Partnership Interest is surrendered for registration of such Disposition and such Certificate of Partnership Interest is accompanied by a Transfer Application duly executed by the Assignee (or the Assignee’s attorney-in-fact duly authorized in writing). No charge shall be imposed by the Partnership for such Disposition; provided, that as a condition to the issuance of any new Certificate of Partnership Interest under this Section 16.2. the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto.

16.3 Mutilated, Destroyed, Lost or Stolen Certificates.

(a) If any mutilated Certificate of Partnership Interest is surrendered to the General Partner, the General Partner on behalf of the Partnership shall execute a new Certificate of Partnership Interest evidencing the same of Partnership Interest as the Certificate of Partnership Interest so surrendered.

(b) The General Partner on behalf of the Partnership shall execute and deliver a new Certificate of Partnership Interest in place of any Certificate of Partnership Interest previously issued if the Record Holder of the Certificate of Partnership Interest; (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate of Partnership Interest has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate of Partnership Interest before the Partnership has notice that the Certificate of Partnership Interest has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) delivers to the Partnership, if requested by the General Partner, a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may reasonably direct, in its Sole Discretion, to indemnify the Partnership and the General Partner against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the General Partner. If a Limited Partner fails to notify the Partnership within a reasonable time after it has notice of the loss, destruction or theft of a Certificate of Partnership Interest, and if a Disposition of the Partnership Interests represented by the Certificate of Partnership Interest is registered before the Partnership or the General Partner receives such notification, the Limited Partner shall be precluded from making any claim against the Partnership or the General Partner for such Disposition or for a new Certificate of Partnership Interest.

(c) As a condition to the issuance of any new Certificate of Partnership Interest under this Section 16.3, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses reasonably connected therewith.

16.4 Record Holder. In accordance with Section 16.2(b), the Partnership shall be entitled to recognize the Record Holder as the Limited Partner with respect to any Partnership Interests and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Partnership Interests on the part of any other Person, whether or not the Partnership shall have actual or other notice thereof. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the

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foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding Partnership Interests, as between the Partnership on the one hand and such other Person on the other hand, such representative Person (a) shall be the Limited Partner (as the case may be) of record and beneficially, (b) must execute and deliver a Transfer Application and (c) shall be bound by this Agreement and shall have the rights and obligations of a Limited Partner (as the case may be) hereunder and as provided for herein.

16.5 Restriction on Dispositions. Without the consent of the General Partner to be withheld in its Sole Discretion, no Management Restricted Common Limited Partner or Series A Preferred Limited Partner may Dispose of all or any portion of its Partnership Interest. No other Limited Partner may Dispose of all or any portion of its Partnership Interest except in satisfaction of all the conditions set forth in Sections 16.6, 16.7 and 16.8. as applicable.

16.6 Permitted Dispositions of Limited Partner’s Partnership Interests. A Disposition of a Limited Partner’s Partnership Interest shall not be permitted unless and until the following conditions are satisfied:

(a) Prior to the Disposition (other than a transfer of a Terminated Interest under Section 11.3), the Assignor must obtain the approval of a Common Limited Partner Super-Majority; provided, that the Class A Common Limited Partner Interests may be transferred to an SCP Entity or distributed to an equity holder of an SCP Entity without obtaining such approval and that any such transfer shall not be subject to Sections 16.7 and 16.8; and provided, further, that the Series B Preferred Limited Partner Interests of Argosy may be transferred to an Argosy Entity and the Series B Preferred Limited Partner Interests of Calvert Street may be transferred to a Calvert Street Entity without obtaining such approval and that any such transfer shall not be subject to Sections 16.7 and 16.8.

(b) The Assignor and Assignee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such Disposition and to confirm the agreement of the Assignee to be bound by the provisions of this Agreement. In all cases, the Partnership shall be reimbursed by the Assignor and/or Assignee for all costs and expenses that it reasonably incurs in connection with such Disposition.

(c) The Assignor shall furnish to the Partnership an opinion of counsel, which counsel and opinion shall be satisfactory to the Partnership, (i) that the Disposition will not result in material adverse federal income tax consequences to the Partnership and the Partners, and (ii) that such Disposition will not cause the Partnership (A) to become taxable as a corporation for federal income tax purposes, or (B) to fail to meet any condition precedent then in effect pursuant to an official pronouncement of the Internal Revenue Service or the issuance of a private letter ruling by the Internal Revenue Service confirming that the Partnership will be treated as a partnership for federal tax purposes, whether or not such a ruling is being or has been requested.

(d) The Assignor and Assignee shall furnish the Partnership with the Assignee’s taxpayer identification number, sufficient information to determine the Assignee’s initial tax basis in the Partnership Interests to be Disposed of, and any other information reasonably necessary to permit the Partnership to file all required federal and state tax returns and other legally required information, statements or returns. Without limiting the generality of the foregoing, the Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any Disposed of Partnership Interest until it has received such information.

(e) Except in the case of an involuntary Disposition by operation of Law, either (i) such Partnership Interest shall be registered under the Securities Act of 1933, as amended, and any applicable state securities Laws, or (ii) at General Partner’s request, the Assignor shall provide an opinion of counsel, which opinion and counsel shall be satisfactory to the Partnership, to the effect that such Disposition is exempt from all applicable registration requirements and that such Disposition will not violate any Law regulating the transfer of securities.

16.7 Right of First Refusal. Subject to Sections 7.5(a)(ii) and 7.5(e), in addition to the other limitations and restrictions set forth in this ARTICLE 16, no Class B Common Limited Partner shall Dispose of all or any

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portion of its Partnership Interest that does not qualify as a Terminated Interest subject to the terms of Section 11.3 (the “Offered Interest”) unless such Class B Common Limited Partner (the “Seller”) first offers to sell the Offered Interest pursuant to the terms of this Section 16.7.

(a) No Disposition may be made under this Section 16.7 unless the Seller has received a bona fide written offer (the “Purchase Offer”) from a Person (the “Purchaser”) to purchase the Offered Interest for a purchase price (the “Offer Price”) denominated and payable in United States dollars at closing or according to specified terms, with or without interest, which offer shall be in writing signed by the Purchaser and shall be irrevocable for a period ending no sooner than the Day following the end of the Offer Period as hereinafter defined.

(b) Prior to making any Disposition that is subject to the terms of this Section 16.7, the Seller shall give to the Partnership, the General Partner and each Class A Common Limited Partner written notice (the “Offer Notice”) which shall include a copy of the Purchase Offer and an offer (the “First Offer”) to sell the Offered Interest to the Class A Common Limited Partners (the “Offerees”) for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer; provided, that the First Offer shall be made without regard to the requirement of any earnest money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered Interest) to be provided by the Purchaser for any deferred portion of the Offer Price.

(c) The First Offer shall be irrevocable for a period (the “Offer Period”) ending at 11:59 P.M., local time at the Partnership’s principal office, on the 30th Day following the Day of the Offer Notice.

(d) At any time during the first 15 Days of the Offer Period, any Offeree who is a Class A Common Limited Partner may accept the First Offer as to that portion of the Offered Interest that corresponds to the ratio of the Capital Contributions made by such Partner to the total Capital Contributions made by all Offerees by giving written notice of such acceptance to the Seller and the General Partner. At any time after the 15th Day of the Offer Period, any Offeree who has already accepted its pro rata portion of the First Offer may further accept the First Offer as to any portion of the Offered Interest that has not been previously accepted by the other Offerees by giving written notice of such acceptance to the Seller and the General Partner. In the event that Offerees (“Accepting Offerees”), in the aggregate, accept the First Offer with respect to all of the Offered Interest, the First Offer shall be deemed to be accepted. If Offerees do not accept the First Offer as to all of the Offered Interest during the Offer Period the First Offer shall be deemed to be rejected in its entirety.

(e) In the event that the First Offer is accepted, the closing of the sale of the Offered Interest shall take place within 15 Days after the First Offer is accepted or if later the date of closing set forth in the Purchase Offer. The Seller and all Accepting Offerees shall execute such documents and instrument as may be necessary or appropriate to effect the sale of the Offered Interest pursuant to the terms of the First Offer and this ARTICLE 16.

(f) Sale Pursuant to Purchase Offer if First Offer Rejected. If the First Offer is not accepted in the manner hereinabove provided, the Seller may sell the Offered Interest to the Purchaser at any time prior to 60 Days after the last Day of the Offer Period; provided, that such sale shall be made on terms no more favorable to the Purchaser than the terms contained in the Purchase Offer; provided, further, that such sale complies with other terms, conditions, and restrictions of this Agreement that are applicable to sales of Partnership Interests (including Section 16.8) and are not expressly made inapplicable to sales occurring under this Section 16.7. In the event that the Offered Interest is not sold in accordance with the terms of the preceding sentence, the Offered Interest shall again become subject to the conditions and restrictions of this Section 16.7.

16.8 Drag-Along and Tag-Along Rights.

(a) If at any time after the date hereof, a Majority Interest of the Class A Common Limited Partners and Class B Common Limited Partners, taken together (the “Transferring Partners”), determine to

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transfer, directly or indirectly, all of their respective Common Limited Partner Interests in one transaction or a series of related transactions permitted by the provisions of this ARTICLE 16 (an “Article 16 Sale”) and the Class A Common Limited Partners other than the Transferring Partners have not elected to exercise their right of first refusal pursuant to Section 16.7, then, in such event, (i) the Partnership shall have the right (the “Drag-Along Right”), in the Sole Discretion of the General Partner, to require the other Common Limited Partners, the Series B Preferred Limited Partners and the Management Restricted Common Limited Partners to sell all (but not less than all) of their outstanding Limited Partner Interests as part of such transaction or transactions, and (ii) if the Partnership elects not to exercise its Drag-Along Right and such Article 16 Sale is not a Transfer by such Transferring Partners solely to Affiliates of such Transferring Partners, then the other Class A and Class B Limited Partners shall have the right (the “Tag-Along Right”), in their sole and absolute discretion, to sell all (but not less than all) of their outstanding Class A Common Limited Partner interest or Class B Limited Partner Interest, as the case may be, as part of such transaction or transactions. In the event of an Article 16 Sale, the total consideration received in the Article 16 Sale by all Partners selling Partnership Interests and receiving consideration shall be allocated among the selling Partners as if such consideration constituted Distributable Assets and had been distributed pursuant to Section 17.2.

(b) In the event that the Transferring Partners determine to enter into an Article 16 Sale and the Partnership elects to exercise its Drag-Along Right, then, in such event the Transferring Partners shall provide the other Limited Partners subject to the Drag-Along Right with written notice (the “Sale Notice”) of the Article 16 Sale, which Sale Notice shall specify the price and other material terms of the Article 16 Sale, not more than 60 and not less than 30 days prior to the closing date of the Article 16 Sale. Upon receipt of the Sale Notice, the Limited Partners subject to the Drag-Along Right shall take all steps necessary to facilitate the prompt closing of the Article 16 Sale and at the closing of the Article 16 Sale, the Limited Partners subject to the Drag-Along Right shall sell their Limited Partner Interests and shall do, execute, acknowledge and deliver all such further acts, documents and instruments as may be reasonably required to consummate the Article 16 Sale. The transfer of Limited Partner Interests subject to the Drag-Along Right pursuant to this Section 16.8(b) shall not be subject to the restrictions on transferability contained elsewhere in this ARTICLE 16.

(c) In the event that (i) the Transferring Partners determine to enter into an Article 16 Sale and the Partnership does not elect to exercise its Drag-Along Right and such Article 16 Sale is not a Transfer by such Transferring Partners solely to Affiliates of such Transferring Partners, then the Transferring Partners shall provide the other Class A Common Limited Partners and Class B Limited Partners with the Sale Notice, which Sale Notice shall specify the price and other material terms of the Article 16 Sale, not less than 30 days prior to the closing of the Article 16 Sale, and the other Class A Common Limited Partners and Class B Limited Partners shall if applicable, provide the Transferring Partners with notice of their intention to exercise their Tag-Along Right within 10 days prior to the closing date (the “Tag-Along Notice”). Upon receipt of the Tag-Along Notice, the Transferring Partners shall take all steps necessary to facilitate the sale of the other Class A Common Limited Partners’ and Class B Limited Partners’ Limited Partner Interests in the Article 16 Sale and shall do, execute, acknowledge and deliver all such further acts, documents and instruments as may be reasonably required to consummate the Article 16 Sale.

(d) No Partner shall be required to make any representations or warranties in connection with any such Article 16 Sale other than representations and warranties as to (i) such Partner’s ownership of its Partnership Interest to be transferred free and clear of all liens and encumbrances of any kind, including any pledge, mortgage, hypothecation, security interest, levy, executory seizure, attachment, garnishment, voting agreement, preemptive rights, financial statement filings, options, claims or rights of or obligation to another Person, (ii) such Partner’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as the transferee may reasonably require.

(e) Without limiting any rights or remedies available to the parties hereunder for breach of this Section 16.8, it is expressly understood and agreed that the Limited Partners and the Partnership shall have the right of specific performance of the terms of this Section 16.8.

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16.9 Prohibited Dispositions.

(a) Any purported Disposition of a Management Restricted Common Limited Partner Interest or a Series A Preferred Limited Partner Interest (other than Dispositions pursuant to Sections 10.4, 11.2, 11.3, and 12.2) shall be null and void and of no effect whatever and any purported Disposition of any other Limited Partner’s Partnership Interest (other than Dispositions pursuant to Section 11.3) that does not satisfy the applicable conditions of Sections 16.6, 16.7 and 16.8 shall be null and void and of no effect whatever; provided, however, that if the Partnership is required to recognize a Disposition (or if the Partnership elects to recognize such Disposition), the Disposed of Partnership Interest shall be strictly limited to the Assignor’s rights to allocations and distributions as provided by this Agreement with respect to the Disposed of Partnership Interests, which allocations and distributions shall be applied (without limiting any other legal or equitable rights of Partnership) to satisfy any debts, obligations, or liabilities for damages that the Assignor or Assignee of such Partnership Interests may have to the Partnership.

(b) Except for transfers permitted by Sections 10.11, 10.12 and 16.6(a), the Series B Preferred Limited Partners shall not be permitted to make any Disposition of the Series B Preferred Limited Partner Interests without the express prior written consent of the General Partner which shall not be unreasonably withheld or denied. Any attempt at Disposition shall be null and void and of no effect except as permitted by Sections 10.11 and 16.8.

(c) In the case of Disposition or attempted Disposition of a Series B Preferred Limited Partner Interest, Management Restricted Common Limited Partner Interest, a Series A Preferred Limited Partner Interest (other than Dispositions pursuant to Sections 10.4, 10.11, 10.12, 11.2, 11.3, 12.2 or 16.6(a)) or any other Limited Partner’s Partnership Interest (other than Dispositions pursuant to Section 11.3) that does not satisfy the conditions of Sections 16.6, 16.7 and 16.8, or in the case of Disposition of Series B Preferred Limited Partner Interest that is in violation of Section 16.9(b), the parties engaging or attempting to engage in such Disposition shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and attorneys fees and expenses) as a result of such Disposition or attempted Disposition and efforts to enforce the indemnity granted hereby.

16.10 Rights of Unadmitted Assignees. A Person who acquires one or more Partnership Interests but who is not admitted as Limited Partner pursuant to Section 16.11 shall be entitled only to allocations and distributions with respect to such Partnership Interests in accordance with this Agreement and, except as otherwise provided in this Agreement, shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the voting or other rights of a Partner under the Act or this Agreement.

16.11 Admission of Limited Partners. Subject to the other provisions of this ARTICLE 16, an Assignee of a Limited Partner’s Partnership Interest may be admitted to the Partnership as a Limited Partner only upon satisfaction of the conditions set forth below:

(a) The General Partner consents to such admission, which consent can be withheld or granted in the General Partner’s Sole Discretion;

(b) The Partnership Interest with respect to which the Assignee is being admitted was acquired by means of a Disposition satisfying the conditions of Sections 11.3, 16.6, 16.7 and 16.8 (as applicable);

(c) The Assignee becomes a party to this Agreement as a Limited Partner and executes such documents and instruments as the General Partner may reasonably request (including, without limitation, amendments to the Certificate of Limited Partnership) as may be necessary or appropriate to confirm such Assignee as a Limited Partner in the Partnership and such Assignee’s agreement to bound by the terms and conditions hereof; and

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(d) The Assignee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the Assignee as a Limited Partner with respect to the Disposed of Partnership Interest.

16.12 Representations as to Securities Laws; Legend.

(a) Each Partner hereby covenants and agrees with the Partnership for the benefit of the Partnership and all Partners, that: (i) it is not currently making a market in Partnership Interests and will not in the future make a market in Partnership Interests, (ii) it will not Dispose of its Partnership Interests on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of partnership interests and which are currently referred to as “matching services” as being a secondary market or substantial equivalent thereof, it will not Dispose of any Partnership Interest through a matching service that is not approved in advance by the Partnership. Each Partner further agrees that it will not Dispose of any Partnership Interest to any Person unless such Person agrees to be bound by this Section 16.12(a) and to Dispose of such Partnership Interests only to Persons who agree to be similarly bound. The Partnership shall, from time to time, at the request of a Partner consider whether to approve a matching service and shall notify all Partners of any matching service that is so approved.

(b) Each Partner hereby represents and warrants to the Partnership and the General Partner that such Partner’s acquisition of Partnership Interests hereunder is made as principal for such Partner’s own account and not for resale or distribution of such Partnership Interests. Each Partner further hereby agrees that the following legend may be placed on any counterpart of this Agreement, the Certificate of Partnership Interest, or any other document or instrument evidencing ownership of Partnership Interests:

THE PARTNERSHIP INTEREST REPRESENTED BY THIS DOCUMENT HAS NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND THE TRANSFERABILITY OF SUCH INTEREST IS RESTRICTED. SUCH INTEREST MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, IN WHOLE OR IN PART, NOR WILL ANY ASSIGNEE, VENDEE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH INTEREST OR PORTION THEREOF BY THE ISSUER FOR ANY PURPOSES, UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AS AMENDED, WITH RESPECT TO SUCH INTERESTS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (II) THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION SHALL BE ESTABLISHED TO THE SATISFACTION OF COUNSEL TO THE PARTNERSHIP.

THE PARTNERSHIP INTEREST REPRESENTED BY THIS DOCUMENT IS SUBJECT TO FURTHER RESTRICTION AS TO ITS SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT AS SET FORTH IN THE AGREEMENT OF LIMITED PARTNERSHIP AND AGREED TO BY EACH LIMITED PARTNER.

16.13 Distributions and Allocations in Respect to Disposed Partnership Interests. If any Partner’s Partnership Interest is Disposed of during any accounting period in compliance with the provisions of this ARTICLE 16, Profits and Losses, each item thereof, and all other items attributable to the Disposed of Partnership

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Interest for such period shall be divided and allocated between the Assignor and the Assignee by taking into account their varying Partnership Interests during the period in accordance with Code Section 706(d), using any conventions permitted by Law and selected by the General Partner. All distributions on or before the date of such Disposition shall be made to the Assignor, and all distributions thereafter shall be made to the Assignee. Solely for purposes of making such allocations and distributions, the Partnership shall recognize such Disposition not later than the end of the calendar month during which it is given notice of such Disposition; provided, that if the Partnership does not receive a notice stating the date such Partnership Interest was Disposed of and such other information as the General Partner may reasonably require within 30 Days after the accounting period during which the Disposition occurs, then all of such items shall be allocated, and all distributions shall be made, to the person who, according to the books and records of the Partnership, on the last Day of the accounting period during which the Disposition occurs, was the owner of the Partnership Interest. Neither the Partnership nor the General Partner shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 16.13, whether or not the General Partner or the Partnership has knowledge of any Disposition of ownership of any Partnership Interest.

16.14 Notice Rights. The SCP Entities shall give the Class B Common Limited Partners and the Series B Preferred Limited Partners not less than 90 Days notice prior to the commencement of activities intended to result in a Liquidity Event.

16.15 Reallocation and Waiver.

The Partnership Interests and related interests in the General Partner owned by Shawn M. Sheridan have been transferred to Kent A. Misemer Revocable Trust dated 12-24-92, Larry A. Weinstein Revocable Trust dated 8-21-00, Boyd H. McGathey, Bradley A. Cochennet, and Samuel Morasca, Jr., and the parties hereto agree that they have waived and to hereby waive any rights under Section 16.6 through 16.9 of the Agreement with respect to such transfer and accept and acknowledge that Kent A. Misemer Revocable Trust dated 12-24-92, Larry A. Weinstein Revocable Trust dated 8-21-00, Boyd H. McGathey, Bradley A. Cochennet, and Samuel Morasca, Jr., are the holders of such Partnership Interests.

The Management Restricted Common Limited Partner Interests have been reallocated as provided in Exhibit A hereto and the Members acknowledge and agree to such allocation.

Boyd H. McGathey has received a 0.156% Class B Common Partner Interest and a 2.00% Class B Management Restricted Partner Interest and by executing this Agreement agrees to be bound by all the terms and conditions of the LP Agreement.

Bradley A. Cochennet has received a 0.320% Class B Common Partner Interest and by executing this Agreement agrees to be bound by all the terms and conditions of the LP Agreement.

Samuel Morasca, Jr. has received a 0.031% Class B Common Partner Interest and by executing this Agreement agrees to be bound by all the terms and conditions of the LP Agreement.

Steven R. Dykeman has received a 0.32% Class B Common Partner Interest and by executing this Agreement agrees to be bound by all the terms and conditions of the LP Agreement.

The Series B Preferred Limited Partner Interests and related interests have been created and issued to the Series B Preferred Limited Partners and the parties hereto agree that they have waived and to hereby waive any rights under Sections 3.5 and 16.6 through 16.9 of the Agreement with respect to such creation and issuance, and accept and acknowledge that the Series B Preferred Limited Partners are the holders of the Series B Preferred Limited Partner Interests.

16.16 Securities. Pursuant to Title 6, Section 8-103(c) of the Delaware’s enactment of the Uniform Commercial Code, Partnership Interests are deemed to be “Securities” expressly governed by Title 6, Article 8 of the Delaware’s enactment of the Uniform Commercial Code.

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ARTICLE 17

DISSOLUTION AND WINDING UP

17.1 Liquidating Events.

(a) The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (each, a “Liquidating Event”):

(i) the consent of a Common Limited Partner Super-Majority to dissolve, wind up, and liquidate the Partnership;

(ii) the happening of any other event that makes it unlawful, impossible, or impracticable to carry on the business of the Partnership;

(iii) except as provided in Section 17.1(b), any event that causes there to be no General Partner; or

(iv) the sale or Disposition of all or substantially all of the assets and properties of the Partnership and its subsidiaries.

(b) The Partners hereby agree that, notwithstanding any provision of the Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Furthermore, if an event specified in Section 17.1(a)(iii) occurs, the Limited Partners may, within 90 Days after the date such event occurs, unanimously vote to elect a successor General Partner and continue the Partnership business, in which case the Partnership shall not dissolve. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved (i) prior to the occurrence of a Liquidating Event, or (ii) upon the occurrence of an event specified in Section 17.1(a)(iii) following which the Limited Partners elect a successor General Partner pursuant to the previous sentence, the Partners hereby agree to reconstitute the Partnership and to continue the business of the Partnership without a winding up or liquidation.

(c) Notwithstanding any provision of the Act to the contrary, each unadmitted Assignee of a Partnership Interest from a Partner hereby (i) waives any rights that such Person may have as a result of any such unintended dissolution to demand or receive an accounting of the Partnership or any distribution in satisfaction of such Person’s Partnership Interest or any security for the return or distribution thereof, and (ii) agrees to indemnify and hold the Partnership and each other unadmitted Assignee of a Partnership Interest from a Partner completely harmless from all cost or damage (including, without limitation, legal fees and expenses of enforcing this indemnity) that any such indemnified Person may incur as a result of any action inconsistent with this Section 17.1(c). This Section 17.1(c) shall survive the dissolution, winding up and termination of the Partnership.

17.2 Winding Up.

(a) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Partners. No Partner shall take any action that is inconsistent with or not necessary to or appropriate for the winding up of the Partnership’s business and affairs. The General Partner (or, in the event there is no remaining General Partner, any Person elected by a Common Limited Partner Super-Majority) shall be appointed as liquidator and shall:

(i) be responsible for overseeing the winding up and termination of the Partnership;

(ii) take full account of the Partnership’s liabilities and Partnership Property;

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(iii) cause the Partnership to be liquidated as promptly as is consistent with obtaining the fair value thereof; and

(iv) cause the proceeds therefrom, to the extent sufficient therefor, be applied and distributed in the following order:

(A) first, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors;

(B) second, to the payment and discharge of all of the Partnership’s debts and liabilities, if any, to any Partner;

(C) third, to the Series A Preferred Limited Partners in an amount equal to their respective accrued and unpaid Series A Preferred Return until each Series A Preferred Limited Partner has received his accrued and unpaid Series A Preferred Return;

(D) fourth, to the Series A Preferred Limited Partners in an amount equal to their respective unreturned Capital Contributions until each Series A Preferred Limited Partner has received his unreturned Capital Contributions;

(E) fifth, to the Series B Preferred Limited Partners in an amount equal to their respective accrued and unpaid Series B Preferred Return;

(F) sixth, to the Series B Preferred Limited Partners (respectively in proportion to their respective Capital Contributions) until each Series B Preferred Limited Partner has received an amount equal to its Unpaid Capital Contributions multiplied by the then current Series B Conversion Ratio;

(G) seventh, to the Class A Common Limited Partners and Class B Common Limited Partners in proportion to their respective accrued and unpaid Class A and Class B Common Preferred Return until each Class A Common Limited Partner and Class B Common Limited Partner has received his accrued but unpaid Class A and Class B Common Preferred Return;

(H) eighth, to the Class A Common Limited partners and Class B Common Limited Partners in proportion to their respective unreturned Capital Contributions until each Class A Common Limited partner and Class B Common Limited Partner has received his unreturned Capital Contributions;

(I) the balance, if any, 2% to the General Partner and 98% to the Common Limited Partners in proportion to their respective Sharing Ratios.

(b) The General Partner shall not receive any additional compensation for any services performed pursuant to this ARTICLE 17.

17.3 Deemed Distribution and Recontribution. Notwithstanding any other provision of this ARTICLE 17, in the event the Partnership is liquidated within the meaning of Treasury Regulations Section 1.704-l(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged, and the Partnership’s affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership Property in kind to the Partners, who shall be deemed to have assumed and taken subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the Partners shall be deemed to have recontributed the Partnership Property in kind to the Partnership, which shall be deemed to have assumed and taken subject to all such liabilities.

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17.4 Rights of Partners. Except as otherwise provided in Section 10.4, each Partner shall look solely to the assets of the Partnership for the return of its Capital Contribution and shall have no right or power to demand or receive property other than cash from the Partnership. Except as provided in Sections 5.1, 6.1 and 17.2, no Partner shall have priority over any other Partner as to the return of its Capital Contributions, distributions, or allocations.

17.5 Notice of Dissolution. In the event a Liquidating Event occurs, or an event occurs that would, but for provisions of Section 17.1(b), result in a dissolution of the Partnership, the General Partner (a) shall provide, within 30 Days thereafter, written notice thereof to each of the Partners and to all other parties with whom the Partnership regularly conducts business (as determined in the discretion of the General Partner), and shall publish notice thereof in a newspaper of general circulation in each place in which the Partnership regularly conducts business (as determined in the discretion of the General Partner).

ARTICLE 18

INDEMNIFICATION

18.1 Standard and Extent. To the fullest extent permitted by Law, and subject to the limitations stated in the next sentence, the Partnership shall indemnify and save harmless each of the General Partner, its Affiliates, and their respective agents, officers, employees, directors and beneficial owners (collectively, the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, compromises, settlements, fines and penalties, and legal or other costs and expenses of investigating or defending against a claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, incurred by the Indemnitee and arising out of or in connection with the business of the Partnership or the performance by the Indemnitee of any of the General Partner’s responsibilities under this Agreement. An Indemnitee is entitled to indemnification only if the Indemnitee acted in good faith in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Partnership and, with respect to any criminal action or proceeding, only if the Indemnitee had no reasonable cause to believe its conduct was unlawful and the Indemnitee’s conduct did not constitute willful misconduct (fraud, gross negligence or a knowing violation of this Agreement). Determination of a proceeding by settlement, judgment, order, conviction or on a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that an Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interest of the Partnership or that the Indemnitee’s conduct constituted willful misconduct or gross negligence. Any indemnification and saving harmless pursuant to this ARTICLE 18 shall be satisfied from and limited to Partnership assets, and no Partner has personal liability on account thereof.

18.2 Securities Laws Violations. Notwithstanding this ARTICLE 18, no Indemnitee shall be indemnified or saved harmless from any liability, loss, damage or expense incurred by it in connection with a claim or settlement involving allegations that federal or state securities Laws were violated by the Indemnitee unless: (a) the Indemnitee is successful in defending the action, suit or proceeding; (b) the indemnification is specifically approved by a court of competent jurisdiction that has been advised of the current position of the Securities and Exchange Commission and any applicable state securities or regulatory authority regarding indemnification for violations of federal (or state) securities Laws; or (c) independent legal counsel advises the Partnership that the matter of indemnification for violations of federal (or state) securities Laws has been favorably settled by controlling precedent.

18.3 Advance Payments. The Partnership may pay or reimburse, in advance of the final disposition of the proceeding, reasonable expenses incurred by a General Partner who was, is, or is threatened to be made a named defendant or respondent in a proceeding after the Partnership receives (i) written affirmation by the General Partner of its good faith belief that it has met the standard of conduct necessary for indemnification under this ARTICLE 18, and (ii) written undertaking meeting the requirements of the Act by or on behalf of the General Partner to repay the amount paid or reimbursed if it is ultimately determined that the General Partner has not met those requirements.

18.4 Witness Expenses. Notwithstanding any other provision of this ARTICLE 18, the Partnership shall pay or reimburse expenses incurred by a General Partner in connection with the General Partner’s appearance as a witness or other participation in a proceeding involving or affecting the Partnership at a time when the General Partner is not a named defendant or respondent in the proceeding.

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18.5 Insurance. Except as otherwise provided in this Agreement, the Partnership may purchase and maintain insurance or other arrangement on behalf of any Person who is or was a General Partner, Limited Partner, employee, or agent of the Partnership, or who is or was serving at the request of the Partnership as a representative of another enterprise, against any liability asserted against the Person and incurred by the Person in that capacity or arising out of the Person’s status in that capacity, regardless of whether the Partnership would have the power to indemnify the Person against that liability under this ARTICLE 18. Without limiting the power of the Partnership to procure or maintain any kind of insurance or other arrangement, the Partnership may, for the benefit of Indemnitees, create a trust fund, establish any form of self-insurance, secure its indemnity obligation by grant of a security interest or other lien on any or all of the Partnership Property, or establish a letter of credit, guaranty, or surety arrangement. In the absence of actual fraud, the judgment of the General Partner as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other Person participating in an arrangement is conclusive, and the insurance or other arrangement is not voidable and shall not subject the General Partner approving the insurance or other arrangement to liability, on any ground, regardless of whether the General Partner participating in approval of the insurance or other arrangement will be a beneficiary.

18.6 Reports of Indemnification and Advances. Any indemnification of or advance of expenses in accordance with this ARTICLE 18 shall be reported promptly in writing to the Limited Partners. The report must be made not later than one month after the date that the indemnification occurs.

ARTICLE 19

MISCELLANEOUS

19.1 Notice. Any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement shall be in writing and deemed to have been duly given and received for all purposes on the date delivered personally to the Person or to an officer of the Person to whom the same is directed, or on the third Day after deposit by certified mail, postage and charges prepaid and addressed as follows:

(a) If to the Partnership, at the address set forth in Section 2.5;

(b) If to the General Partner, to the address of the General Partner set forth in Exhibit A, attached hereto; and

(c) If to a Limited Partner, to the address of such Limited Partner as set forth in Exhibit A, attached hereto.

Any Partner may change its address to which notice shall thereafter be given by notice to the other Partners and the Partnership.

19.2 Entire Agreement. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof, and no amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same shall be in writing, dated subsequent to the date hereof and duly adopted by the Partners, as provided herein.

19.3 Severabilitv of Provisions. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or enforceability of the remainder of this Agreement.

19.4 Survival of Indemnities. The indemnity provisions in ARTICLE 18 shall be unconditional and absolute and shall remain in effect until the expiration of the applicable statutes of limitation.

19.5 Governing Law. The Laws of the State of Delaware shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Partners.

19.6 Counterpart Execution. This Agreement and any amendment hereto may be executed in any number of counterparts, either by the parties hereto or their duly authorized attorney-in-fact, with the same effect as

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if all parties had signed the same document and any counterpart having attached thereto one or more signature pages containing in the aggregate the original signature pages of all parties hereto shall constitute a fully executed original. All counterparts shall be construed as and shall constitute one and the same agreement.

19.7 Binding Effect. Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, legatees, legal representatives, successors, and Assignees.

19.8 Headings. Articles and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.

19.9 Attorneys’ Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and all other costs and expenses of litigation from the other party, which amounts shall be in addition to any relief which may be awarded.

19.10 Variations of Pronouns. All pronouns and any variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person or Persons may require.

19.11 Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Partner.

19.12 Incorporation by Reference. Every exhibit, schedule and any other appendix attached to this Agreement and referred to herein is hereby incorporated in this Agreement by reference.

19.13 Further Action. Each Partner, upon the request of any General Partner, agrees to perform all further acts and execute, acknowledge, and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.

19.14 Partition. Each of the Partners irrevocably waives any right that may have to maintain any action for partition with respect to any of the Partnership Property.

19.15 Sole Discretion. Except as otherwise provided in this Agreement, all actions which the General Partner may take and all determinations which the General Partner may make pursuant to this Agreement may be taken and made in the Sole Discretion of the General Partner.

19.16 Merger.

(a) The Partnership may merge or consolidate with one or more limited partnerships formed under Delaware or any other state’s Law, so long as the merger or consolidation is effective pursuant to (i) an approval of such merger or consolidation in accordance with Sections 7.5(a)(ii), and 7.5(a)(iii), (ii) the terms of this Section 19.16, (iii) a written agreement governing the terms thereof, and (iv) the Act.

(b) Notice to Limited Partners of the proposed merger or consolidation shall be given by the General Partner in accordance with Section 19.1 not more than 30 Days nor less than seven Days before (i) the date of the meeting (in the event of a vote of Class A Common Limited Partners and Class B Common Limited Partners), or (ii) the effective date of the proposed merger or consolidation, if consent is in writing without a meeting.

(c) With respect to any merger or consolidation, no Partner has any right of appraisal or right to dissent, regardless of whether such Partner voted against or abstained from voting on the proposed merger or consolidation.

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19.17 Confidential Information.

(a) Except as permitted by Section 19.17(b) (i) each Partner shall keep confidential all Confidential Information and shall not disclose any Confidential Information to any Person, including any of its Affiliates, and (ii) each Partner shall use the Confidential Information only in connection with the Partnership.

(b) Notwithstanding Section 19.17(a), but subject to the other provisions of this Section 19.17, a Partner may make the following disclosures and uses of Confidential Information:

(i) disclosures to another Partner in connection with the Partnership;

(ii) disclosures and uses that are approved by the General Partner;

(iii) disclosures to an Affiliate of such Partner on a “need to know” basis in connection with the Partnership, if such Affiliate has agreed to abide by the terms of this Section 19.17;

(iv) disclosures to a Person that is not a Partner or an Affiliate of a Partner, if such Person has been retained to provide services for the Partner in connection with the Partnership or such Partner’s Partnership Interest and has agreed to abide by the terms of this Section 19.17;

(v) disclosures and uses of Confidential Information that was directly developed and paid for by such Partner;

(vi) disclosures to a bona-fide potential purchaser of such Partner’s Partnership Interest, if (A) such disclosure has been approved by the General Partner (which approval shall not be unreasonably withheld), and (B) such potential purchaser has agreed to abide by the terms of this Section 19.17;

(vii) disclosures that a Partner is legally compelled to make by deposition, interrogatory, request for documents, subpoena, civil investigative demand, order of a court of competent jurisdiction, or similar process, or otherwise by Law or securities exchange requirements; provided, however, that, prior to any such disclosure, such Partner shall, to the extent legally permissible:

(A) provide the General Partner with prompt notice of such requirements so that one or more of the Partners may seek a protective order or other appropriate remedy or waive compliance with the terms of this Section 19.17;

(B) consult with the General Partner on the advisability of taking steps to resist or narrow such disclosure;

(C) cooperate with the General Partner and with the other Partners in any attempt one or more of them may make to obtain a protective order or other appropriate remedy or assurance that confidential treatment will be afforded the Confidential Information; provided, that the Partnership shall reimburse any such Partners’ reasonable out-of-pocket expenses actually incurred in complying with this Section 19.17(b)(vii)(C):and

(D) in the event such protective order or other remedy is not obtained as provided in Section 19.17(b)(vii)(C). or the other Partners waive compliance with the provisions hereof, such Partner agrees (I) to furnish only that portion of the Confidential Information that the other Partners are advised by written opinion of counsel to the disclosing Partner is legally required and (II) to exercise all reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.

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(c) Each Partner shall take such precautionary measures as may be required to ensure (and such Partner shall be responsible for) compliance with this Section 19.17 by any of its Affiliates, and its and their directors, officers, employees and agents, and other Persons to which it may disclose Confidential Information in accordance with this Section 19.17.

(d) A terminated Partner shall promptly destroy (and provide a certificate of destruction to the Partnership with respect to) or return to the Partnership, all Confidential Information in its possession. Notwithstanding the immediately-preceding sentence, a terminated Partner may, subject to the other provisions of this Section 19.17, retain and use Confidential Information for the limited purpose of preparing such terminated Partner’s tax returns and defending audits, investigations and proceedings relating thereto.

(e) The Partners agree that no adequate remedy at law exists for a breach or threatened breach of any of the provisions of this Section 19.17, the continuation of which unremedied will cause the Partnership and the other Partners to suffer irreparable harm. Accordingly, the Partners agree that the Partnership and the other Partners shall be entitled, in addition to other remedies that may be available to them, to immediate injunctive relief from any breach of any of the provisions of this Section 19.17 and to specific performance of their rights hereunder, as well as to any other remedies available at law or in equity.

(f) The obligations of the Partners under this Section 19.17 shall terminate on the earlier of (i) the dissolution of the Partnership pursuant to the express terms of ARTICLE 17, or (ii) the occurrence of an IPO Event.

[End of Agreement; Remainder of this page intentionally left blank; Signature pages follow.]

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IN WITNESS WHEREOF, this Agreement has been executed by the General Partner and the Limited Partners effective as of the date first above written.

GENERAL PARTNER:
LIBERTY PROPANE GP, LLC
By:	/s/ Tom D. Wippman
Name:	Tom D. Wippman
Title:	Executive Vice President and Secretary
LIMITED PARTNER:
SCP LP PROPANE PARTNERS I, INC.
By:	/s/ Tom D. Wippman
Name:	Tom D. Wippman
Title:	President

Signature Page 1 of 14

LIMITED PARTNER:

MANAGEMENT CAPITAL COMPANY, LLC

Signature Page 2 of 14

LIMITED PARTNER:

KENT A. MISEMER REVOCABLE TRUST DATED 12-24-92

Signature Page 3 of 14

LIMITED PARTNER:

LARRY A. WEINSTEIN REVOCABLE TRUST
DATED AUGUST 21, 2000

Signature Page 4 of 14

LIMITED PARTNER:

/s/ David T. Cunningham

David T. Cunningham

Signature Page 5 of 14

LIMITED PARTNER:

/s/ G. Cook Jordan, Jr.

G. Cook Jordan, Jr.

Signature Page 6 of 14

LIMITED PARTNER:

/s/ Thomas E. Knauff

Thomas E. Knauff

Signature Page 7 of 14

LIMITED PARTNER:

/s/ Samuel Morasca, Jr.

Samuel Morasca, Jr.

Signature Page 10 of 14

LIMITED PARTNER:

/s/ Steven R. Dykeman

Steven R. Dykeman

Signature Page 11 of 14

LIMITED PARTNER:
ARGOSY INVESTMENT PARTNERS III, L.P.,
	By: ARGOSY ASSOCIATES III, L.P.
	its general partner
		By: ARGOSY ASSOCIATES III, INC.
		its general partner
By:	/s/ John Paul Kirwin, III
Name:	John Paul Kirwin, III
Title:	Vice President

Signature Page 12 of 14

LIMITED PARTNER:
LEGG MASON SBIC MEZZANINE FUND, L.P.,
a Delaware limited partnership
	By: Legg Mason SBIC Mezzanine Fund Management, LLC,
	its general partner

Signature Page 14 of 14

EXHIBIT A

PARTNERS

	Class of Interest	Capital Contributions		Remaining Commitment		Sharing Ratio
Liberty Propane GP, LLC 1033 Skokie Blvd., Suite 600 Northbrook, IL 60062	General Partner	$	972,334	$	83,666		N/A
SCP LP Propane Partners I, Inc. 1033 Skokie Blvd., Suite 600 Northbrook, IL 60062	Class A Common	$	45,042,057	$	3,957,943		77.815	%
Management Capital Company, LLC 140 S. Dearborn St., Suite 1500 Chicago, IL 60614	Class B Common	$	428,489	$	12,511		0.700	%
Kent A. Misemer Revocable Trust Dated 12-24-92 10740 Nall Ave., Suite 201 Overland Park, KS 66211	Class B Common	$	1,155,043	$	94,457		1.984	%
David T. Cunningham 10740 Nall Ave., Suite 201 Overland Park, KS 66211	Class B Common	$	187,045	$	8,955		0.312	%
Larry A. Weinstein Revocable Trust Dated 8-21-00 11001 West 125th Street Overland Park, KS, 66213	Class B Common	$	516,596	$	22,404		0.856	%
Boyd H. McGathey 10740 Nall Ave., Suite 201 Overland Park, KS, 66211	Class B Common	$	98,000		None		.155	%

Exhibit A-1

Bradley A. Cochennet 1316 Avenida del Sol Durango, CO, 81310	Class B Common	$	197,535	$	3,365	.319	%
Samuel Morasca, Jr. 1325 Milford Ave. Houston, TX, 77006	Class B Common	$	19,600		None	.031	%
Steven R. Dykeman 10740 Nall Ave. Suite 201 Overland Park, KS 66211	Class B Common	$	269,500		None	.328	%
Kent A. Misemer Revocable Trust Dated 12-24-92 10740 Nall Ave., Suite 201 Overland Park, KS 66211	Management Restricted Common		None		None	5.075	%
David T. Cunningham 10740 Nall Ave. Suite 201 Overland Park, KS 66211	Management Restricted Common		None		None	0.525	%
G. Cook Jordan, Jr. 140 S. Dearborn St., Suite 1500 Chicago, IL 60614	Management Restricted Common		None		None	2.538	%
Thomas E. Knauff 140 S. Dearborn St., Suite 1500 Chicago, IL 60614	Management Restricted Common		None		None	2.538	%
Larry A. Weinstein Revocable Trust Dated 8-21-00 11001 West 125th Street Overland Park, KS, 66213	Management Restricted Common		None		None	2.498	%
Boyd H. McGathey 10740 Nall Ave., Suite 201 Overland Park, KS 66211	Management Restricted Common		None		None	2.500	%
Steven R. Dykeman 10740 Nall Ave. Suite 201 Overland Park, KS 66211	Management Restricted Common		None		None	1.826	%

Exhibit A-2

Gasamat Propane, LLC 3223 Arapahoe Ave., Suite 201 Boulder, Colorado 80303	Series A-1 Preferred (1.1 Series A Conversion Ratio; 6% Series A Preferred Return)	$	155,000.00	None	None
James Organ 236 School Road Punxsutawney, PA 15767	Series A-l Preferred (1.1 Series A Conversion Ratio; 6% Series A Preferred Return)	$	100,000.00	None	None
Wayne McMinn 4 Powerhouse Road Punxsutawney, PA 15767	Series A-1 Preferred (1.1 Series A Conversion Ratio; 6% Series A Preferred Return)	$	50,000.00	None	None
Zane Bianucci 1253 North Center Ebensburg, PA 15931	Series A-1 Preferred (1.1 Series A Conversion Ratio; 6% Series A Preferred Return)	$	105,000.00	None	None
Paul W. Greaves 477 Julian St. Denver, CO 80204	Series A-2 Preferred (1.0 Series A Conversion Ratio; 11% Series A Preferred Return)	$	430,000.00	None	None

Exhibit A-3

Thomas Jerome Lambert Living Trust Dated 11-6-03 2111 West 156th Broomfield, CO 80020	Series A-2 Preferred (1.0 Series A Conversion Ratio; 11% Series A Preferred Return)	$	310,000.00	None	None
Jeffrey W. Loudenback 14811 Granada Court Leawood, KS 66224	Series A-2 Preferred (1.0 Series A Conversion Ratio; 11% Series A Preferred Return)	$	260,000.00	None	None
J. Raymond Jones & Bernice C. Jones 4417 Jet Road Atlanta, GA 30327	Series A-1 Preferred (1.1 Series A Conversion Ratio; 6% Series A Preferred Return)	$	165,000.00	None	None
Fairmont Gas Company, Inc. 1100 Park Avenue Fairmont, NC 28340	Series A-1 Preferred (1.1 Series A Conversion Ratio; 6% Series A Preferred Return)	$	335,000.00	None	None
Rowland Oil Company, Inc. 393 Ashpole Church Road Rowland, NC 28383	Series A-1 Preferred (1.1 Series A Conversion Ratio; 6% Series A Preferred Return)	$	200,000.00	None	None
Tony Yates Welding & Gas Service, Inc. 10 Delaney Road Nantucket, MA 02554	Series A-1 Preferred (1.1 Series A Conversion Ratio; 6% Series A Preferred Return)	$	500,000.00	None	None

Exhibit A-4

Jenkins Gas & Oil Co. Inc. P. O. Box 156, Pollocksville, NC 28573	Series A-3 Preferred (1.03 Series A Conversion Ratio; 6% Series A Preferred Return)	$	9,810,000.00	None	None
Permagas, Inc. 9715 9th St NE Lake Stevens, WA 98258	Series A-4 preferred (1.0 Series A Conversion Ratio, 6% Series A Preferred Return)	$	1,000,000	None	None
Mid State Gas Co. 1 Essex St. Pittsfield, ME 04967	Series A-l Preferred (1.1 Series A Conversion Ratio; 6% Series A Preferred Return)	$	500,000.00	None	None
Rice Trucking Co., Inc. 26 Cherokee Drive Havelock, NC 28532	Series A-4 preferred (1.0 Series A Conversion Ratio, 6% Series A Preferred Return)	$	50,000.00	None	None
Toto Traders, Inc. 501 Airport Dr. Ste 100 Farmington, NM 87401	Series A-4 preferred (1.0 Series A Conversion Ratio, 6% Series A Preferred Return)	$	200,000.00	None	None

Exhibit A-5

Propane Service, Inc. P. O. Box 4597 Spanaway, WA 98387	Series A-5 Preferred (1.05 Series A Conversion Ratio; 6% Series A Preferred Return)	$	1,150,000	None	None
Nantucket Propane, Inc. 10 Airport Road Nantucket, MA 02554	Series A-4 Preferred (1.00 Series A Conversion Ratio; 6% Series A Preferred Return)	$	500,000	None	None
Argosy Investment Partners III, L.P. 950 West Valley Road, Suite 2900 Wayne, PA 19087 Attention: John Kirwin Telephone: (610) 971-9685 Facsimile: (610) 964-9524	Series B Preferred	$	3,500,000	None	None
ACG - LIBERTY PROPANE, L.P. C/O Argosy Investment Partners III, L.P. 950 West Valley Road, Suite 2900 Wayne, PA 19087 Attention: John Kirwin Telephone: (610) 971-9685 Facsimile: (610) 964-9524	Series B Preferred	$	4,000,000	None	None
Legg Mason SBIC Mezzanine Fund, L.P. c/o Calvert Street Capital Partners 111 South Calvert Street, Suite 1800 Baltimore, Maryland 21202 Attention: Greg Barger Telephone: (443) 573-3700 Facsimile: (443) 573-3703	Series B Preferred	$	7,500,000.00	None	None

Exhibit A-6

EXHIBIT B

Summary of Terms of the Initial Public Offering

The Senior Subordinated Units to be issued upon conversion of the Series A Preferred Limited Partner Interests, the Series B Preferred Limited Partner Interests, the Class A Common Limited Partner Interests and the Class B Common Limited Partner Interests will have a yield equal to (but subordinated to) the yield on the publicly-traded common units, an indicated value equal to the initial offering price of the common units and the following additional components:

1. Generally, the partnership will be required to distribute all “Available Cash” quarterly;

2. Available Cash will be distributed based on the following priorities:

a. First, to the Common Units (issued to the public) and General Partner (2%), pro rata, until each has received its minimum quarterly distribution (MQD) per quarter, plus arrearages (the MQD will be a fixed amount per unit which will be a basis for the pricing of the sale of units to the public);

b. Second, to the Senior Subordinated Units and General Partner (2%), pro rata, until each has received the MQD amount referred to above;

c. Third, to the Junior Subordinated Units and General Partner (2%), pro rata, until each has received the MQD amount referred to above; and

d. Finally, after each unit has received the MQD, available cash will be distributed proportionately to all units except that the General Partner will receive incentive distributions after distributions exceed certain target levels.

3. At the expiration of the subordination period, the subordinated units will convert to common units on a one-for-one basis and will receive distributions pro rata with all other common units. The subordination period is expected to terminate as follows:

a. As to 25% of the subordinated units at the end of three years after an IPO so long as certain earnings and distribution levels are met;

b. As to 25% of the subordinated units at the end of four years after an IPO so long as earnings and distribution levels are met; and

c. As to the balance of the subordinated units at the end of five years after an IPO so long as earnings and distribution levels are met.

4. Distributions from Capital Surplus, defined generally as any distributions other than from operating surplus, will be distributed as follows:

a. First to all units (including the General Partner) until each unit has received an amount equal to the initial price to the public;

b. Next, to the holders of common units in the amount of any arrearages; and

c. Thereafter, all distributions will be treated as if from operating surplus but with the General Partner receiving the highest level of incentive distributions.

It is not anticipated that there will be distributions from operating surplus.

Exhibit B-1

5. Distributions and allocations upon liquidation will be made so as to, after payments to creditors, return first to the common unitholders their unrecovered capital plus arrearages, then to return to the senior subordinated unitholders their unrecovered capital, then to return to the junior subordinated unitholders their unrecovered capital, then to the unitholders and the general partners based upon the incentive distribution proportions, applied on a cumulative basis. Special allocations of gains or losses for tax purposes may occur upon liquidating events.

6. Generally, the master limited partnership in existence after the IPO will be governed by the General Partner who has broad powers over the partnership. The limited partners will generally have no voting rights. In certain cases, the General Partner may be removed by a vote of the limited partners.

7. The partnership will be allowed to issue additional common units in certain non-diluted events. All units will generally be protected in certain dilutive transactions such as splits, etc.

8. In certain instances described in the Partnership Agreement, common units or junior subordinated units may be issued to Partners.

Other provisions will apply to these units. These provisions may be changed in the Sole Discretion of the General Partner to meet the requirements of underwriters, however, these summary terms are expected to be incorporated into the master limited partnership agreement at the time of a public offering. The tax consequences of the acquisition, ownership and disposition of the units are not described in this Exhibit.

Exhibit B-2

EX-3.39

Exhibit 3.39

EXECUTION COPY

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF

LIMITED PARTNERSHIP OF LIBERTY PROPANE, L.P.

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LIBERTY PROPANE, L.P. (this “Amendment”) is executed effective as of the 31 day of December, 2009 (the “Effective Date”), by LIBERTY PROPANE GP, LLC, a Delaware limited liability company (the “General Partner”). Capitalized terms used herein and not otherwise defined shall have the meaning given to them in the Partnership Agreement (as defined below).

WHEREAS, as of July 2, 2007, the General Partner and the Limited Partners executed and entered into that certain Third Amended and Restated Agreement of Limited Partnership of Liberty Propane, L.P., (as heretofore amended, the “Partnership Agreement”), for the purpose of evidencing the Partners’ agreement with respect to Liberty Propane, L.P., a Delaware limited partnership (the “Partnership”);

WHEREAS, the Partnership desires to (i) immediately terminate and render null and void any and all Certificates of Partnership Interest issued to any Partner and (ii) thereafter evidence each Partner’s Partnership Interest solely in Exhibit A to the Partnership Agreement; and

WHEREAS, pursuant to Section 15.1 of the Partnership Agreement, the General Partner has the authority to effectuate this Amendment.

NOW, THEREFORE, for and in consideration of the covenants herein contained and other good and valuable consideration, the General Partner does hereby agree as follows and, to the extent necessary, the Partnership Agreement is hereby modified accordingly:

1. Any and all Certificates of Limited Partnership issued to any Partner from the inception of the Partnership to the Effective Date are hereby cancelled, terminated and rendered null and void and of no further force or effect. No Certificate of Limited Partnership issued prior to the Effective Date, shall confer any rights in or to any holder of such Certificate of Limited Partnership. From the Effective Date, all Partnership Interests of every Partner shall be evidenced solely by Exhibit A to the Partnership Agreement.

2. Any and all terms and provisions of the Partnership Agreement are hereby amended and modified wherever necessary, and even though not specifically addressed herein, so as to conform to the amendment set forth in the preceding paragraph hereof.

3. Any and all of the terms and provisions of the Partnership Agreement shall, except as expressly amended and modified hereby, remain in full force and effect.

Executed and effective as of the date first above written.

GENERAL PARTNER:
LIBERTY PROPANE GP, LLC
By:	/s/ Kent Misemer
Name:	Kent Misemer
Title:	Chief Executive Officer

EX-3.40

Exhibit 3.40

ARTICLES OF ORGANIZATION OF

CENTRAL NEW YORK OIL AND GAS COMPANY, L.L.C.

Submitted by, and to be

returned upon filing to:

Christopher B. Wallace

Attorney at Law

1508 Genesee Street

Utica, NY 13502

ARTICLES OF ORGANIZATION OF

CENTRAL NEW YORK OIL AND GAS COMPANY, L.L.C.

The undersigned, for the purpose of forming a limited liability company, under Section 203 of the New York Limited Liability Company Law, does hereby execute the following Articles Of Organization:

Article I

The name of the limited liability company is Central New York Oil And Gas Company, LLC

Article II

The latest date on which Central New York Oil And Gas Company, LLC., is to dissolve is December 31, 2046.

Article III

The purpose for which Central New York Oil And Gas Company, L.L.C., is formed is the transaction of any or alt lawful business for which limited liability companies may be organized under the New York Limited Liability Company Law.

Article IV

The County in the State of New York in which the office of Central New York Oil And Gas Company, LLC, is located is Tompkins County, New York.

Article V

The name and address of the resident registered agent of Central New York Oil And Gas Company, LLC, in the State of New York is:

Christopher B. Wallace

Attorney at Law

1508 Genesee Street

Utica, NY 13502.

The resident registered agent is the agent upon whom process against Central New York Oil And Gas Company, LLC., may be served.

ARTICLES OF ORGANIZATION OF

CENTRAL NEW YORK OIL AND GAS COMPANY, L.L.C.

Article VI

Central New York Oil And Gas Company, LLC., hereby further designates the Secretary Of State of the State Of New York as agent of Central New York Oil And Gas Company, LLC., upon whom process against it may be served. Central New York Oil And Gas Company, LLC.’s post office address to which the Secretary Of State shall mail a copy of any process against Central New York Oil And Gas Company, LLC., is:

Christopher B. Wallace

Attorney at Law

1508 Genesee Street

Utica, NY 13502.

Article VII

The management of Central New York Oil And Gas Company, LLC., is hereby vested in all of the members of Central New York Oil And Gas Company, L.L.C., who shall have continuing authority to make management decisions necessary to the conduct of the business for which Central New York Oil And Gas Company, LLC., is formed. Each member shall manage the business of Central New York Oil And Gas Company, LLC. Any third person dealing with Central New York Oil And Gas Company, LLC., may rely absolutely upon the act, deed and/or signature of all the managers as being the act of Central New York Oil And Gas Company, LLC., and no third person shall be obliged or privileged to inquire into or otherwise ascertain whether the act of such managers has been duly authorized.

Article VIII

Notwithstanding any other provision hereof, no manager shall have the authority to take any action without the unanimous written consent of all managers.

Article IX

Ownership units in Central New York Oil And Gas Company, LLC., may not be transferred by any member without the prior written consent of each member, which may be granted or withheld in each member’s sole subjective discretion.

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ARTICLES OF ORGANIZATION OF

CENTRAL NEW YORK OIL AND GAS COMPANY, L.L.C.

IN WITNESS WHEREOF, these Articles Of Organization have been executed by the undersigned.

SOLE ORGANIZER

/s/ Jay C. Jimerson

Jay C. Jimerson

VERIFICATION

I, Jay C. Jimerson, hereby verify I have read the information stated herein and the facts are true and correct to the best of my knowledge and belief.

/s/ Jay C. Jimerson

Jay C. Jimerson

Subscribed and sworn to before me this 7th day of October, 1996.

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EX-3.41

Exhibit 3.41

F050810000741

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF ORGANIZATION

OF

CENTRAL NEW YORK OIL AND GAS COMPANY, L.L.C.

Under Section 211 of the Limited Liability Company Law

FIRST. The name of the limited liability company:

Central New York Oil And Gas Company, L.L.C.

SECOND, The date of filing of the Articles of Organization of the Company was: October 3, 1996.

THIRD. The amendments effected by this Certificate of Amendment are as follows;

Article II of the Articles of Organization relating to the latest date on which Central New York Oil And Gas Company, L.L.C. is to dissolve is hereby deleted in its entirety.

Article V of the Articles of Organization relating to the name and address of the registered agent of Central New York Oil And Gas Company, L.L.C. is hereby amended to road as follows:

Article V

The name and address of the registered agent of Central New York Oil And Gas Company, L.L.C. in the State of New York is:

Corporation Service Company

80 State Street

Albany, New York 12207-2523

The registered agent is the agent upon whom process against Central New York Oil And Gas Company, L.L.C. may be served.

Article VI of the Articles of Organization relating to the designation of the Secretary of State of the State of New York as agent of Central New York Oil And Gas Company, L.L.C., upon whom process against it may be served is hereby amended to read as follows:

1

Article VI

Central New York Oil And Gas Company, L.L.C., hereby further designates the Secretary of State of the State of New York as agent of Central New York Oil And Gas Company, L.L.C., upon whom process against it may be served. Central New York Oil And Gas Company, L.L.C.’s post office address to which the Secretary of State may mail a copy of any process against Central New York Oil And Gas Company, L.L.C., is:

Corporation Service Company

80 State Street

Albany, New York 12207-2523

Article VII of the Articles of Organization relating to the management of Central New York Oil And Gas Company, L.L.C, is hereby amended to read as follows:

Article VII

The management of Central New York Oil And Gas Company, L.L.C. is hereby vested in a manager, who will have continuing authority to make management decisions necessary to the conduct of the business for which Central New York Oil And Gas Company, L.L.C. was formed.

Article VIII of the Articles of Organization requiring unanimous consent of all managers to take action is hereby deleted in its entirety.

Article IX of the Articles of Organization regarding the transfer of ownership units is hereby deleted in its entirety.

/s/ John J. Sherman

John J. Sherman, President

Authorized Person

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F050810000741

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF ORGANIZATION

OF

CENTRAL NEW YORK OIL AND GAS COMPANY, L.L.C.

Under Section 211 of the Limited Liability Company Law

Filed by:	Erin Dudley, Paralegal
	(Name)
	Stinson Morrison Hecker LLP, 1201 Walnut, Suite 2900
	(Mailing address)
	Kansas City, Missouri 64106
	(City, State and Zip Code)

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EX-3.42

Exhibit 3.42

SECOND AMENDED AND RESTATED

OPERATING AGREEMENT

OF

CENTRAL NEW YORK OIL AND GAS COMPANY, L.L.C.

The Interests referred to in this Operating Agreement have not been registered under the Securities Act of 1933 or any other securities laws, and such Interests may not be transferred without appropriate registration or the availability of an exemption from such registration requirements.

TABLE OF CONTENTS

		Page
ARTICLE I - DEFINITIONS			1
1.1	Terms Defined Herein		1
1.2	Other Definitional Provisions		5
ARTICLE II - BUSINESS PURPOSES AND OFFICES			5
2.1	Name; Business Purpose		5
2.2	Powers		5
2.3	Principal Office		7
2.4	Registered Office and Registered Agent		7
2.5	Amendment of the Articles		7
2.6	Effective Date		7
2.7	Liability of Members and Representative		7
2.8	Interest Not Acquired for Resale		7
ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS			7
3.1	Capital Contributions		7
3.2	Additional Capital Contributions		8
3.3	Capital Accounts		8
3.4	Capital Withdrawal Rights, Interest and Priority		9
3.5	Loans		9
ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS			10
4.1	Non-Liquidation Cash Distributions		10
4.2	Liquidation Distributions		10
4.3	Income, Losses and Distributive Shares of Tax Items		10
4.4	Allocation of Income, Loss and Credits		10
4.5	Special Rules Regarding Allocation of Tax Items		11
4.6	Withholding of Distributions		14
4.7	No Priority		14
4.8	Tax Withholding		14
4.9	Reserves		14
ARTICLE V - MANAGEMENT			14
5.1	Management		14
5.2	Meetings of Members; Place of Meetings		14
5.3	Quorum; Voting Requirement		15
5.4	Proxies		15
5.5	Action Without Meeting		15
5.6	Notice of Meetings		15
5.7	Waiver of Notice		16
5.8	Execution of Documents Filed with the Department of State of New York and Waiver of Receipt of Copy of Filed Documents		16
5.9	Voting by Certain Holders		16

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5.10	Limitation of Liability; Indemnification.	16
5.11	Contracts with Members or Affiliates	20
5.12	Other Business Ventures	20
ARTICLE VI - officers		20
6.1	Officers	20
6.2	Compensation	22
ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS		22
7.1	Fiscal Year	22
7.2	Books and Records	22
7.3	Financial Reports	23
7.4	Tax Returns and Elections; Tax Matters Member	23
7.5	Section 754 Election	23
7.6	Bank Accounts	23
ARTICLE VIII - TRANSFERS OF INTERESTS AND EVENTS OF WITHDRAWAL		24
8.1	General Restrictions	24
8.2	Permitted Transfers	24
8.3	Substitute Members	24
8.4	Effect of Admission as a Substitute Member	24
8.5	Additional Members and Interests	25
8.6	Redemption of Interests	25
8.7	Events of Withdrawal	25
ARTICLE IX - DISSOLUTION AND TERMINATION		27
9.1	Events Causing Dissolution	27
9.2	Effect of Dissolution	27
9.3	Application of Proceeds	27
ARTICLE X - MISCELLANEOUS		27
10.1	Title to the Property	27
10.2	Nature of Interest in the Company	27
10.3	Notices	28
10.4	Waiver of Default	28
10.5	No Third Party Rights	28
10.6	Entire Agreement	28
10.7	Amendments to this Agreement	28
10.8	Severability	29
10.9	Binding Agreement	29
10.10	Headings	29
10.11	Counterparts	29
10.12	Governing Law	29
10.13	Remedies	29
10.14	Legal Representation	30

SCHEDULE A

ii

SECOND AMENDED AND RESTATED

OPERATING AGREEMENT

OF

CENTRAL NEW YORK OIL AND GAS COMPANY, L.L.C.

THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”), is made and entered into as of August 9, 2005, between Inergy Acquisition Company, LLC, a Delaware limited liability company (“Inergy Acquisition”), and Inergy Storage, Inc., a Delaware corporation (“Inergy Storage”, together with Inergy Acquisition, the “Members”).

RECITAL:

The Members desire to amend and restate the operating agreement of the Company in its entirety.

AGREEMENT:

In consideration of the premises and the mutual agreements contained herein, the parties hereto agree as follows:

ARTICLE I - DEFINITIONS

1.1 Terms Defined Herein. As used herein, the following terms have the following meanings, unless the context otherwise specifies:

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments: (i) increased for any amounts such Member is unconditionally obligated to restore and the amount of such Member’s share of Company Minimum Gain and Member Minimum Gain after taking into account any changes during such year; and (ii) reduced by the items described in Treasury Regulation § 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

“Agreement” means the Second Amended and Restated Operating Agreement of the Company, as amended from time to time.

“Articles” means the Articles of Organization of the Company filed with the New York Department of State, as amended from time to time.

“Available Cash” means the aggregate amount of cash on hand or in bank, money market or similar accounts of the Company derived from any source (other than Capital Contributions and Liquidation Proceeds) that the Representative determines is available for distribution to the Members after taking into account any amount required or appropriate to maintain a reasonable amount of Reserves.

“Bankruptcy”, with respect to any Person, means the entry of an order for relief with respect to such Person under the Federal Bankruptcy Code or the insolvency of such Person under any state insolvency act.

“Capital Account” means the separate account established and maintained by the Company for each Member and each Transferee pursuant to Section 3.3.

“Capital Contribution” means with respect to a Member the total amount of cash and the agreed upon net Fair Value of property contributed by such Member (or such Member’s predecessor in interest) to the capital of the Company for such Member’s Interest.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provisions of future laws.

“Company” means Central New York Oil And Gas Company, L.L.C., a New York limited liability company.

“Company Minimum Gain” has the same meaning as partnership minimum gain set forth in Treasury Regulation § 1.704-2(d)(1). Company Minimum Gain will be determined, first, by computing for each Nonrecourse Debt any gain that the Company would realize if the Company disposed of the property subject to that liability for no consideration other than full satisfaction of such liability and, then, aggregating the separately computed gains. For purposes of computing gain, the Company will use the basis of such property that is used for purposes of determining the amount of the Capital Accounts under Section 3.3. In any taxable year in which a Revaluation occurs, the net increase or decrease in Company Minimum Gain for such taxable year will be determined by: (1) calculating the net decrease or increase in Company Minimum Gain using the current year’s book value and the prior year’s amount of Company Minimum Gain, and (2) adding back any decrease in Company Minimum Gain arising solely from the Revaluation.

“Credits” means all tax credits allowed by the Code with respect to activities of the Company or the Property.

“Distributions” means any distributions by the Company to the Members of Available Cash or Liquidation Proceeds or other amounts.

“Event of Withdrawal” means an event upon the occurrence of which a Member ceases to be a Member of the Company pursuant to Section 8.7.

“Fair Value” of an asset means its fair market value.

“Income” and “Loss” mean, respectively, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Code § 703(a), except that for this purpose (i) all items of income, gain, deduction or loss required to be separately stated by Code § 703(a)(1) will be included in taxable income or loss; (ii) tax exempt income will be added to taxable income or loss; (iii) any expenditures described in Code § 705(a)(2)(B) (or treated as Code § 705(a)(2)(B) expenditures pursuant to Treasury Regulation § 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing taxable income or loss will be subtracted; and (iv) taxable income or loss will be adjusted to reflect any item of income or loss specifically allocated in Article IV.

2

“Interest” refers to all of a Member’s rights and interests in the Company in such Member’s capacity as a Member, all as provided in the Articles, this Agreement and the Law, including, without limitation, the Member’s interest in the capital, income, gain, deductions, losses, and credits of the Company.

“Law” means the New York Limited Liability Company Law, as amended from time to time.

“Liquidation Proceeds” means all Property at the time of liquidation of the Company and all proceeds thereof.

“Majority in Interest” means any Member or group of Members holding an aggregate of more than 50% of the Percentage Interests held by all Members.

“Member” means each Person executing this Agreement and each Person who is subsequently admitted to the Company as a Member pursuant to Section 8.3 or Section 8.5, other than a Person who ceases to be a Member of the Company pursuant to Section 8.7 as a result of an Event of Withdrawal.

“Member Minimum Gain” has the same meaning as partner nonrecourse debt minimum gain as set forth in Treasury Regulation § 1.704-2(i)(3). With respect to each Member Nonrecourse Debt, Member Minimum Gain will be determined by computing for each Member Nonrecourse Debt any gain that the Company would realize if the Company disposed of the property subject to that liability for no consideration other than full satisfaction of such liability. For purposes of computing gain, the Company will use the basis of such property that is used for purposes of determining the amount of the Capital Accounts under Section 3.3. In any taxable year in which a Revaluation occurs, the net increase or decrease in Member Minimum Gain for such taxable year will be determined by: (1) calculating the net decrease or increase in Member Minimum Gain using the current year’s book value and the prior year’s amount of Member Minimum Gain, and (2) adding back any decrease in Member Minimum Gain arising solely from the Revaluation.

“Member Nonrecourse Debt” has the same meaning as partner nonrecourse debt set forth in Treasury Regulation § 1.704-2(b)(4).

“Member Nonrecourse Deductions” has the same meaning as partner nonrecourse deductions set forth in Treasury Regulation § 1.704-2(i)(2). Generally, the amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for a fiscal year equals the net increase during the year in the amount of the Member Minimum Gain (determined in accordance with Treasury Regulation § 1.704-2(i)) reduced (but not below zero) by the aggregate distributions made during the year of proceeds of Member Nonrecourse Debt and allocable to the increase in Member Minimum Gain determined according to the provisions of Treasury Regulation § 1.704-2(i).

3

“Nonrecourse Debt” means a Company liability with respect to which no Member bears the economic risk of loss as determined under Treasury Regulation §§ 1.752-1(a)(2) and 1.752-2.

“Nonrecourse Deductions” has the same meaning as nonrecourse deductions set forth in Treasury Regulation § 1.704-2(c). Generally, the amount of Nonrecourse Deductions for a fiscal year equals the net increase in the amount of Company Minimum Gain (determined in accordance with Treasury Regulation § 1.704.2(d)) during such year reduced (but not below zero) by the aggregate distributions made during the year of proceeds of a Nonrecourse Debt that are allocable to the increase in Company Minimum Gain, determined according to the provisions of Treasury Regulation § 1.704-2(c) and (h).

“Percentage Interest”, of each Member, is set forth on Schedule A, as adjusted from time to time as required or permitted by the provisions of this Agreement.

“Person” means any individual, partnership, limited liability company, corporation, cooperative, trust or other entity.

“Property” means all properties and assets that the Company may own or otherwise have an interest in from time to time.

“Representative” means the natural person designated by the Members pursuant to Article V to serve as the Representative.

“Reserves” means amounts set aside from time to time by the Representative pursuant to Section 4.9.

“Revaluation” means the occurrence of any event described in clause (x), (y) or (z) of Section 3.3 in which the book basis of Property is adjusted to its Fair Value.

“Substitute Member” has the meaning set forth in Section 8.3.

“Super-Majority in Interest” means any Member or group of Members holding an aggregate of more than 66 2/3% of the Percentage Interests held by all Members.

“Tax Matters Member” means the Person designated pursuant to Section 7.4 to represent the Company in matters before the Internal Revenue Service.

“Transfer” means (i) when used as a verb, to give, sell, exchange, assign, transfer, pledge, hypothecate, bequeath, devise or otherwise dispose of or encumber, and (ii) when used as a noun, the nouns corresponding to such verbs, in either case voluntarily or involuntarily, by operation of law or otherwise.

“Transferee” has the meaning set forth in Section 8.2.

“Transferor” has the meaning set forth in Section 8.2.

4

“Treasury Regulations” means the regulations promulgated by the Treasury Department with respect to the Code, as such regulations are amended from time to time, or the corresponding provisions of future regulations.

1.2 Other Definitional Provisions.

(a) As used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, have the respective meanings given to them under generally accepted accounting principles.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.

(c) Words of the masculine gender are deemed to include the feminine or neuter genders, and vice versa, where applicable. Words of the singular number are deemed to include the plural number, and vice versa, where applicable.

ARTICLE II - BUSINESS PURPOSES AND OFFICES

2.1 Name; Business Purpose. The name of the Company is as stated in the Articles. The business purpose for which the Company was formed is the transaction of any or all lawful business for which limited liability companies may be organized under the Law except to do any business for which a New York statute specifically requires some other business entity or natural person to be formed or used for such business, and to do any and all things necessary, appropriate, or incidental thereto. The Company is formed only for such business purpose and will not be deemed to create any agreement among the Members with respect to any other activities whatsoever other than the activities within such business purpose.

2.2 Powers. In addition to the powers and privileges conferred upon the Company by law and those incidental thereto, the Company has the same powers as a natural person to do all things necessary or convenient to carry out its business and affairs, including, without limitation, the power to do the following:

(a) Sue and be sued, participate in or defend any action or proceeding, whether judicial, arbitrative, administrative or otherwise, in its name;

(b) Issue, by sale or otherwise, or acquire, by purchase, redemption or otherwise, any Interest;

(c) Purchase, take, receive, lease or otherwise acquire, own, hold, improve, use or otherwise deal in or with real or personal property or an interest in real or personal property, wherever situated;

(d) Sell, convey, assign, encumber, mortgage, pledge, lease as lessor, exchange, transfer, create a security interest in or otherwise dispose of all, any part of, or any interest in, its property and assets;

5

(e) Lend money to and otherwise assist its Members and employees, except as otherwise provided in this Agreement or the Articles;

(f) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign limited liability companies, corporations, associations, general or limited partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g) Incur liabilities, borrow money for its proper purposes at any rate of interest that the Company may determine without regard to the restrictions of any usury law of the State of New York, issue notes, bonds, and other obligations, secure any of its obligations by mortgage or pledge or deed of trust of all or any part of its property, franchises, and income, and make contracts, including contracts of guaranty and suretyship;

(h) Invest its surplus funds from time to time, lend money for its proper purposes, and take and hold real and personal property as security for payment of funds so loaned or invested;

(i) Conduct its business, carry on its operations, have offices within and without the State of New York, and exercise in any other state, territory, district, or possession of the United States or in any foreign country the powers granted by the Law, the Articles or this Agreement;

(j) Appoint agents and hire employees of the Company, define their duties, and fix their compensation and to indemnify them to the extent and in the manner permitted by law;

(k) Make and alter this Agreement, in any manner not inconsistent with the Articles or with the laws of the State of New York, for the administration and regulation of the affairs of the Company;

(l) Make donations for the public welfare or for charitable, scientific, religious, or educational purposes, lend money to the government, and transact any lawful business in aid of the United States;

(m) Establish deferred compensation plans, pension plans, profit-sharing plans, bonus plans, option plans, and other incentive plans for its employees and make the payments provided for therein;

(n) Become a promoter, partner, member, associate, or manager of any general partnership, limited partnership, joint venture or similar association, any other limited liability company, or other enterprise;

6

(o) Cease the activities of the Company and surrender the franchise of the Company; and

(p) Have and exercise all powers, in addition to those set forth in subdivisions (a) through (o) of this Section 2.2, not inconsistent with the laws of the State of New York, necessary or convenient to effect any or all of the purposes for which the Company was formed.

2.3 Principal Office. The principal office of the Company will be located at Two Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112 or at such other place or places as the Representative may determine from time to time.

2.4 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Company in the State of New York is as stated in the Articles. The registered office and registered agent of the Company in the State of New York may be changed, from time to time, by the Representative.

2.5 Amendment of the Articles. The Company will amend the Articles at such time or times and in such manner as may be required by the Law and this Agreement.

2.6 Effective Date. This Agreement is effective on the date of this Agreement.

2.7 Liability of Members and Representative. No Member or Representative, solely by reason of being a Member or Representative, or both, will be liable, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member, Representative, agent, or employee of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Law will not be grounds for imposing liability on the Members or Representative for the debts, obligations, or liabilities of the Company.

2.8 Interest Not Acquired for Resale. Each Member is acquiring an Interest for such Member’s own account as an investment and without an intent to distribute such Interest, which Interest has not been registered under the Securities Act of 1933, as amended, or any state securities laws, and such Member’s Interest may not be resold or transferred without appropriate registration or the availability of an exemption from such requirements.

ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS

3.1 Capital Contributions. The Members’ predecessors in interest previously contributed to the capital of the Company the cash and other assets set forth on the books and records of the Company.

7

3.2 Additional Capital Contributions.

(a) The Members recognize that the Company may require capital from time to time, in addition to that previously contributed, in order to accomplish the purpose and business for which it is formed. Upon the determination, from time to time, by the Representative that additional Capital Contributions are necessary for the Company, the Representative will, by written notice, call for any such additional contributions to be made by the Members to the capital of the Company (or, at the Representative’s discretion, solely to Inergy Storage with respect to capital contributions relating to New York state, county or local (including schools) real estate taxes). Although proportional Capital Contributions are allowed in the discretion of the Representative, they are not required. No Member is obligated to make any additional Capital Contributions to the Company and, accordingly, no Member will be liable for damage to the Company or any other Member as a result of the failure of such Member to make any such additional Capital Contributions. The remedies set forth in this Section 3.2 are the sole remedies for any such failure. Each Capital Contribution by a Member pursuant to this Section 3.2(a) will be credited to such Member’s Capital Account as of the date of payment to the Company and the Percentage Interests of each Member will be adjusted in accordance with the provisions of Section 3.2(b).

(b) Whenever an additional capital contribution is made by a Member under Section 3.2(a), the Members will negotiate in good faith concerning the appropriate adjustments to be made to their respective Percentage Interests. If, within 45 days, the Members have not agreed upon such adjustments, the Representative will select an investment banker or other qualified consultant to determine the adjustments to be made. The investment banker or consultant will determine the adjusted Percentage Interests by comparing (i) the Fair Value of the Company without the Capital Contributions at issue, and the then relative pre-adjustment Percentage Interests of the Members with (ii) the Fair Value of the Company with the Capital Contributions at issue, and the Member or Members paying the same to the Company. The Representative will cause this Agreement to be amended to reflect any adjustment in the Percentage Interests of the Members in accordance with this Section 3.2(b).

3.3 Capital Accounts. A separate Capital Account will be maintained for each Member and each Transferee. Each Member’s Capital Account will be (a) increased by (i) the amount of money contributed by such Member, (ii) the Fair Value of property contributed by such Member (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Code § 752), (iii) allocations to such Member, pursuant to Article IV, of Company income and gain (or items thereof), and (iv) to the extent not already netted out under clause (b)(ii) below, the amount of any Company liabilities assumed by the Member or which are secured by any property distributed to such Member; and (b) decreased by (i) the amount of money distributed to such Member, (ii) the Fair Value of property distributed to such Member (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Code § 752), (iii) allocations to such Member, pursuant to Article IV, of Company loss and deductions (or items thereof), and (iv) to the extent not already netted out under clause (a)(ii) above, the amount of any liabilities of the Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

If any Interest is transferred in accordance with the terms of this Agreement, the Transferee will succeed to the Capital Account of the Transferor to the extent it relates to the transferred interest and the Capital Account of each Transferee will be increased and decreased in the manner set forth above.

8

In the event of (x) an additional capital contribution by an existing or an additional Member of more than a de minimis amount that results in a shift in Percentage Interests, (y) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for an Interest or (z) the liquidation of the Company within the meaning of Treasury Regulation § 1.704-1(b)(2)(ii)(g), the book basis of the Property will be adjusted to Fair Value and the Capital Accounts of all the Members will be adjusted simultaneously to reflect the aggregate net adjustment to book basis as if the Company recognized gain or loss equal to the amount of such aggregate net adjustment; provided, however, that the adjustments resulting from clause (x) or (y) above will be made only if the Members determine that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members.

If Property is subject to Code § 704(c) or is revalued on the books of the Company in accordance with the preceding paragraph pursuant to § 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, the Members’ Capital Accounts will be adjusted in accordance with § 1.704-1(b)(2)(iv)(g) of the Treasury Regulations for allocations to the Members of depreciation, amortization and gain or loss, as computed for book purposes (and not tax purposes) with respect to such Property.

The foregoing provisions of this Section 3.3 and the other provisions of this Agreement relating to the maintenance of capital accounts are intended to comply with Treasury Regulation §§ 1.704-1(b) and 1.704-2, and will be interpreted and applied in a manner consistent with such Treasury Regulations. If it is determined by the Members that it is prudent or advisable to modify the manner in which the Capital Accounts, or any increases or decreases thereto, are computed in order to comply with such Treasury Regulations, the Representative may cause such modification to be made provided that it is not likely to have a material effect on the amounts distributable to any Member upon the dissolution of the Company, and the Representative, upon any such determination by the Members, is empowered to amend or modify this Agreement, notwithstanding any other provision of this Agreement.

3.4 Capital Withdrawal Rights, Interest and Priority. Except as expressly provided in this Agreement, no Member is entitled to withdraw or reduce such Member’s Capital Account or to receive any Distributions. No Member is entitled to demand or receive any Distribution in any form other than in cash. No Member is entitled to receive or be credited with any interest on the balance in such Member’s Capital Account at any time. Except as may be otherwise expressly provided herein, no Member has any priority over any other Member as to the return of the balance in such Member’s Capital Account.

3.5 Loans. Any Member may make a loan to the Company in such amounts, at such times and on such terms and conditions as may be approved by a Majority in Interest. Loans by any Member to the Company will not be considered as contributions to the capital of the Company.

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ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS

4.1 Non-Liquidation Cash Distributions. The amount, if any, of Available Cash may be determined and distributed by the Representative at any time and from time to time.

4.2 Liquidation Distributions. Liquidation Proceeds will be distributed in the following order of priority:

(a) To the payment of debts and liabilities of the Company (including to Members to the extent otherwise permitted by law and applicable contract restrictions) and the expenses of liquidation.

(b) Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves will be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person deems advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, will be distributed as hereinafter provided.

(c) The remainder to the Members in accordance with and to the extent of their respective Capital Account balances after taking into account the allocation of all Income or Loss pursuant to this Agreement for the fiscal year(s) in which the Company is liquidated.

4.3 Income, Losses and Distributive Shares of Tax Items. The Company’s Income or Loss, as the case may be, for each fiscal year of the Company, as determined in accordance with such method of accounting as may be adopted for the Company pursuant to Article VI hereof, will be allocated to the Members for both financial accounting and income tax purposes as set forth in this Article IV, except as otherwise provided for herein or unless all Members agree otherwise.

4.4 Allocation of Income, Loss and Credits.

(a) All New York state, county and local (including schools) real estate tax deductions and all Qualified Empire Zone Enterprise (QEZE) credits will be specially allocated 100% to Inergy Storage.

(b) After giving effect to the special allocations set forth in Section 4.4(a), Income or Loss (other than from transactions in liquidation of the Company) and Credits for each fiscal year will be allocated among the Members in accordance with their Percentage Interests. To the extent there is any change in the respective Percentage Interests of the Members during the year, Income, Loss and Credits will be allocated among the pre-adjustment and post-adjustment periods as provided in Section 4.5(k).

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(c) Income from transactions in liquidation of the Company will be allocated among the Members in the following order of priority:

(i) To those Members, if any, with negative Capital Account balances (determined prior to taking into account any Distributions pursuant to Section 4.2) in the ratio that such negative balances bear to each other until all such Members’ Capital Account balances equal zero; then

(ii) The remainder to the Members in accordance with their respective Percentage Interests.

(d) Loss from transactions in liquidation of the Company will be allocated among the Members in the following order of priority:

(i) To those Members, if any, with positive Capital Account balances (determined prior to taking into account any Distributions pursuant to Section 4.2) in the ratio that such positive balances bear to each other until all such Members’ Capital Account balances equal zero; then

(ii) The remainder to the Members in accordance with their respective Percentage Interests.

4.5 Special Rules Regarding Allocation of Tax Items. Notwithstanding the foregoing provisions of Article IV, the following special rules will apply in allocating tax items of the Company:

(a) § 704(c) and Revaluation Allocations. In accordance with Code § 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company will, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Fair Value at the time of contribution. In the event of a Revaluation, subsequent allocations of income, gain, loss and deduction with respect to such property will take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Fair Value immediately after the adjustment in the same manner as under Code § 704(c) and the Treasury Regulations thereunder. Any elections or other decisions relating to such allocations will be made by the Representative in a manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 4.5(a) are solely for income tax purposes and will not affect, or in any way be taken into account in computing, for book purposes, any Member’s Capital Account or share of Income or Loss, pursuant to any provision of this Agreement.

(b) Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV, if there is a net decrease in Company Minimum Gain during a Company taxable year, each Member will be allocated items of income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that Member’s share of the net decrease in Company Minimum Gain during such year (hereinafter referred to as the “Minimum Gain Chargeback Requirement”). A Member’s share of the net decrease in Company Minimum Gain is the amount of the total decrease multiplied by the Member’s percentage share of the Company Minimum Gain at the end of the immediately preceding

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taxable year. A Member is not subject to the Minimum Gain Chargeback Requirement to the extent: (i) the Member’s share of the net decrease in Company Minimum Gain is caused by a guarantee, refinancing or other change in the debt instrument causing it to become partially or wholly recourse debt or a Member Nonrecourse Debt, and the Member bears the economic risk of loss for the newly guaranteed, refinanced or otherwise changed liability; (ii) the Member contributes capital to the Company that is used to repay the Nonrecourse Debt and the Member’s share of the net decrease in Company Minimum Gain results from the repayment; or (iii) the Minimum Gain Chargeback Requirement would cause a distortion and the Commissioner of the Internal Revenue Service waives such requirement.

A Member’s share of Company Minimum Gain will be computed in accordance with Treasury Regulation § 1.704-2(g) and as of the end of any Company taxable year will equal: (1) the sum of the Nonrecourse Deductions allocated to that Member up to that time and the distributions made to that Member up to that time of proceeds of a Nonrecourse Debt allocable to an increase of Company Minimum Gain, minus (2) the sum of that Member’s aggregate share of net decrease in Company Minimum Gain plus that Member’s aggregate share of decreases resulting from revaluations of Property subject to Nonrecourse Debts. In addition, a Member’s share of Company Minimum Gain will be adjusted for the conversion of recourse and Member Nonrecourse Debts into Nonrecourse Debts in accordance with Treasury Regulation § 1.704-2(g)(3). In computing the above, amounts allocated or distributed to the Member’s predecessor in interest will be taken into account.

(c) Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV other than Section 4.5(b), if there is a net decrease in Member Minimum Gain during a Company taxable year, each Member who has a share of the Member Minimum Gain (determined under Treasury Regulation § 1.704-2(i)(5) as of the beginning of the year) will be allocated items of income and gain for such year (and, if necessary, for subsequent years) equal to that Member’s share of the net decrease in Member Minimum Gain. In accordance with Treasury Regulation § 1.704-2(i)(4), a Member is not subject to this Member Minimum Gain Chargeback requirement to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Nonrecourse Debt due to a conversion, refinancing or other change in the debt instrument that causes it to be partially or wholly a Nonrecourse Debt. The amount that would otherwise be subject to the Member Minimum Gain Chargeback requirement is added to the Member’s share of Company Minimum Gain.

(d) Qualified Income Offset. If any Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), that causes or increases such Member’s Adjusted Capital Account Deficit, items of Company income and gain will be specially allocated to such Member in an amount and manner sufficient to eliminate such Adjusted Capital Account Deficit as quickly as possible, provided that an allocation under this Section 4.5(d) will be made if and only to the extent such Member would have an Adjusted Capital Account Deficit after all other allocations under this Article IV have been made.

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(e) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other period will be allocated to the Members in proportion to their Percentage Interests.

(f) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions will be allocated to the Member who bears the risk of loss with respect to the loan to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation § 1.704-2(i).

(g) Curative Allocations. Any special allocations of items of income, gain, deduction or loss pursuant to Sections 4.5(b), (c), (d), (e) and (f) will be taken into account in computing subsequent allocations of income and gain pursuant to this Article IV, so that the net amount of any items so allocated and all other items allocated to each Member pursuant to this Article IV will, to the extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of this Article IV if such adjustments, allocations or distributions had not occurred. In addition, allocations pursuant to this Section 4.5(g) with respect to Nonrecourse Deductions in Section 4.5(e) and Member Nonrecourse Deductions in Section 4.5(f) will be deferred to the extent the Members reasonably determine that such allocations are likely to be offset by subsequent allocations of Company Minimum Gain or Member Minimum Gain, respectively.

(h) Loss Allocation Limitation. Notwithstanding the other provisions of this Article IV, unless otherwise agreed to by all of the Members, no Member will be allocated Loss in any taxable year that would cause or increase an Adjusted Capital Account Deficit as of the end of such taxable year.

(i) Share of Nonrecourse Liabilities. Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Treasury Regulation § 1.752-3(a)(3), each Member’s interest in Company profits is equal to such Member’s respective Percentage Interest.

(j) Compliance with Treasury Regulations. The foregoing provisions of this Section 4.5 are intended to comply with Treasury Regulation §§ 1.704-1(b), 1.704-2 and 1.752-1 through 1.752-5, and will be interpreted and applied in a manner consistent with such Treasury Regulations. If it is determined by the Members that it is prudent or advisable to amend this Agreement in order comply with such Treasury Regulations, the Representative, upon being so directed by the Members, is empowered to amend or modify this Agreement, notwithstanding any other provision of this Agreement.

(k) General Allocation Provisions. Except as otherwise provided in this Agreement, all items that are components of Income or Loss will be divided among the Members in the same proportions as they share such Income or Loss, as the case may be, for the year. For purposes of determining the Income, Loss or any other items for any period, Income, Loss or any such other items will be determined on a daily, monthly or other basis, as determined by the Representative using any permissible method under Code § 706 and the Treasury Regulations thereunder.

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4.6 Withholding of Distributions. Notwithstanding any other provision of this Agreement, the Representative (or any Person required or authorized by law to wind up the Company’s affairs) may suspend, reduce or otherwise restrict Distributions of Available Cash and Liquidation Proceeds when, in its sole opinion, such action is in the best interests of the Company.

4.7 No Priority. Except as may be otherwise expressly provided herein, no Member has priority over any other Member as to Company capital, income, gain, deductions, loss, credits or distributions.

4.8 Tax Withholding. Notwithstanding any other provision of this Agreement, the Representative is authorized to take any action that it determines to be necessary or appropriate to cause the Company to comply with any withholding requirements established under any federal, state or local tax law, including, without limitation, withholding on any Distribution to any Member. For all purposes of this Article IV, any amount withheld on any Distribution and paid over to the appropriate governmental body must be treated as if such amount had in fact been distributed to the Member.

4.9 Reserves. The Representative has the right to establish, maintain and expend Reserves to provide for working capital, for future maintenance, repair or replacement of the Property, for debt service, for future investments and for such other purposes as the Representative may deem necessary or advisable.

ARTICLE V - MANAGEMENT

5.1 Management. Except as expressly limited by law or this Agreement, the Property, business and affairs of the Company will be managed by one natural person, as designated by the Members, who is referred to as the “Representative.” For purposes of the Law, the Representative is the manager of the Company. The Members hereby designate John J. Sherman as the Representative. The Representative will hold office until the Representative’s successor is designated by the Members or until the Representative’s earlier death or resignation. The Representative has and is vested with all powers and authorities, except as expressly limited by Law, the Articles, or this Agreement, to do or cause to be done any and all lawful things for and in behalf of the Company, to exercise or cause to be exercised any or all of its powers, privileges and franchises, and to seek the effectuation of its objects and purposes. The Representative need not be a Member of the Company.

5.2 Meetings of Members; Place of Meetings. Meetings of the Members are not required to be held on any regular frequency. Meetings of the Members may be held for any purpose or purposes, unless otherwise prohibited by law or by the Articles, and may be called by the Members holding not less than 20% of the Percentage Interests. All meetings of the Members will be held at the principal office of the Company or at such other place, within or without the State of New York, as will be designated from time to time by the Members and stated in the notice of the meeting or in a duly executed waiver of the notice thereof. Members may participate in a meeting of the Members by means of conference telephone or similar communications equipment whereby all Members participating in the meeting can hear each other and participation in a meeting in this manner will constitute presence in person at the meeting.

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5.3 Quorum; Voting Requirement. The presence, in person or by proxy, of a Majority in Interest constitutes a quorum for the transaction of business by the Members. If less than a Majority in Interest are represented at a meeting, a majority of the Interests so represented may adjourn the meeting to a specified date not longer than 90 days after such adjournment, without further notice. At such adjourned meeting at which a quorum is present or represented by proxy, any business may be transacted that might have been transacted at the meeting as originally noticed. The Members present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to constitute less than a quorum. Each Member has the right to vote in accordance with such Member’s Percentage Interest. The affirmative vote of a Majority in Interest will constitute a valid decision of the Members, except where a larger vote is required by the Law, the Articles or this Agreement. At any time that no Person will have the right to vote or to participate in the management of the business and affairs of the Company with respect to a particular Interest, then the Percentage Interest represented by such Interest will be disregarded for the purposes of determining whether a quorum is present at a meeting of Members and in determining whether the requisite Percentage Interest necessary for a valid decision of the Members has been obtained.

5.4 Proxies. At any meeting of the Members, every Member having the right to vote thereat will be entitled to vote in person or by proxy appointed by an instrument in writing signed by such Member and bearing a date not more than three years prior to such meeting.

5.5 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Members of the Company may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by one or more written consents setting forth the action to be taken and signed by those Members entitled to vote who hold the voting interests having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein were present and voted. Such consent must be delivered to the office of the Company, its principal place of business or to the Representative or an employee or agent of the Company having custody of the records of the Company. Delivery made to the office of the Company must be by hand or by certified or registered mail, return receipt requested.

5.6 Notice of Meetings. Notice stating the place, day, hour and the purpose for which the meeting is called must be given, not less than 10 days nor more than 60 days before the date of the meeting, by or at the direction of the Members calling the meeting, to each Member entitled to vote at such meeting. A Member’s attendance at a meeting:

(a) Waives objection to lack of notice or defective notice of the meeting, unless such Member, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting; and

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(b) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the notice of meeting, unless such Member objects to considering the matter when it is presented.

5.7 Waiver of Notice. When any notice is required to be given to any Member of the Company hereunder, a waiver thereof in writing signed by the Person entitled to such notice, whether before, at, or after the time stated therein, will be equivalent to the giving of such notice.

5.8 Execution of Documents Filed with the Department of State of New York and Waiver of Receipt of Copy of Filed Documents. Any Member, any Member’s designee, or the Representative is authorized to execute and file with the Department of State of New York any document permitted or required by the Law. Such documents may be executed and filed only after the Members, the Representative or any Officer has approved or consented to such action in the manner provided herein. The Members hereby waive any requirement under the Law of receiving a copy of any document filed with the Department of State of New York.

5.9 Voting by Certain Holders. In the case of a Member that is a corporation, its Interest may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. In the case of a Member that is a general or limited partnership, its Interest may be voted, in person or by proxy, by such Person as is designated by such Member. In the case of a Member that is another limited liability company, its Interest may be voted, in person or by proxy, by such Person as is designated by the operating agreement of such other limited liability company, or, in the absence of such designation, by such Person as is designated by the limited liability company.

5.10 Limitation of Liability; Indemnification.

(a) Limitation. No Person will be liable to the Company or its Members for any loss, damage, liability or expense suffered by the Company or its Members on account of any action taken or omitted to be taken by such Person as a Representative or Officer of the Company or by such Person while serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, if such Person discharges such Person’s duties in good faith, exercising the same degree of care and skill that a prudent person would have exercised under the circumstances in the conduct of such prudent person’s own affairs, and in a manner such Person reasonably believes to be in the best interest of the Company. A Representative’s or Officer’s liability hereunder is limited only for those actions taken or omitted to be taken by such Representative or Officer in the discharge of such Representative’s or Officer’s obligations for the management of the business and affairs of the Company. Nothing contained in this Section 5.10(a) eliminates or limits the liability of a Representative or Officer (i) if a judgment or other final adjudication adverse to such Representative or Officer establishes that such Representative’s or Officer’s acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that such Representative or Officer personally gained in fact a financial profit or other advantage to which such Representative or Officer was not legally entitled or that with respect to a distribution the subject of Section 508(a) of the Law such Representative’s or Officer’s

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acts were not performed in accordance with Section 409 of the Law, or (ii) for any act or omission of the Representative or Officer prior to the adoption of this provision. The provisions of this subsection are not intended to limit the liability of any Representative or Officer for any obligations of such Representative or Officer undertaken in this Agreement in such Representative’s or Officer’s capacity as a Member.

(b) Right to Indemnification. The Company will indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that such Person is or was a Member, Representative or Officer of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Company may not indemnify or advance expenses to any Person from or on account of such Person’s conduct if a judgment or other final adjudication adverse to such Person establishes (i) that such Person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (ii) that such Person personally gained in fact a financial profit or other advantage to which such Person was not legally entitled; provided, further, that the Company is not required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Representative; provided, further, that a Representative or Officer will be indemnified hereunder only for those actions taken or omitted to be taken by such Representative or Officer in the discharge of such Representative’s or Officer’s obligations for the management of the business and affairs of the Company and that the provisions of this Section 5.10 are not intended to extend indemnification to any Representative or Officer for any obligations of such Representative or Officer undertaken in this Agreement in such Representative’s or Officer’s capacity as a Representative or Officer. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

(c) Enforcement of Indemnification. If the Company refuses to indemnify any Person who may be entitled to be indemnified or to have expenses advanced under this Section 5.10, such Person may maintain an action in any court of competent jurisdiction against the Company to determine whether or not such Person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the Person is determined to be entitled to such indemnification or advancement of expenses, such Person will be reimbursed by the Company for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

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(d) Advancement of Expenses. Expenses (including attorneys’ fees) reasonably incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, will be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Person to repay such amount if it is ultimately determined that such Person is not entitled to indemnification by the Company. No advance will be made in instances where the Representative or independent legal counsel reasonably determines that such Person would not be entitled to indemnification hereunder.

(e) Non-Exclusivity. The indemnification and the advancement of expenses provided by this Section 5.10 are exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, or any agreement, vote of Members, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and do not limit in any way any right that the Company may have to make additional indemnifications with respect to the same or different Persons or classes of Persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.10 will continue as to a Person who has ceased to be a Member, Representative or Officer of the Company, and as to a Person who has ceased serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and will inure to the benefit of the heirs, executors and administrators of such Person.

(f) Insurance. Upon the approval of the Representative, the Company may purchase and maintain insurance on behalf of any Person who is or was a Member, Representative, Officer, agent or employee of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Company would have the power, or the obligation, to indemnify such Person against such liability under the provisions of this Section 5.10.

(g) Amendment and Vesting of Rights. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 5.10 may not be amended or repealed and the rights to indemnification and advancement of expenses created hereunder may not be changed, altered or terminated except by the approval of a Super-Majority in Interest. The rights granted or created hereby will be vested in each Person entitled to indemnification hereunder as a bargained-for, contractual condition of such Person’s being or serving or having served as a Member, Representative or Officer of the Company or serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and, while this Section 5.10 may be amended or repealed, no such amendment or repeal will release, terminate or adversely affect the rights of such Person under this Section 5.10 with respect to any act taken or the failure to take any act by such Person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

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(h) Definitions. For purposes of this Section 5.10, references to:

(i) The “Company” includes, in addition to the resulting or surviving limited liability company, any constituent limited liability company (or other entity) (including any constituent of a constituent) absorbed in a consolidation or merger so that any Person who is or was a member or manager of such constituent limited liability company (or other entity), or is or was serving at the request of such constituent limited liability company (or other entity) as a director, officer or in any other comparable position of any Other Enterprise stands in the same position under the provisions of this Section 5.10 with respect to the resulting or surviving limited liability company (or other entity) as such Person would if such Person had served the resulting or surviving limited liability company (or other entity) in the same capacity;

(ii) “Other Enterprises” or “Other Enterprise” includes, without limitation, any other limited liability company, corporation, partnership, joint venture, trust or employee benefit plan;

(iii) “fines” includes any excise taxes assessed against a person with respect to an employee benefit plan;

(iv) “defense” includes investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and also includes any defensive assertion of a cross-claim or counterclaim; and

(v) “serving at the request of the Company” includes any service as a director, officer or in any other comparable position that imposes duties on, or involves services by, a Person with respect to an employee benefit plan, its participants, or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan will be deemed to have acted “in the best interest of the Company” as referred to in this Section 5.10.

(i) Severability. If any provision of this Section 5.10 or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 5.10 and the application of such provision to other Persons or circumstances will not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable will modify and construe the provision so as to render it valid and enforceable as against all Persons and to give the maximum possible protection to Persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if any Member, Representative or Officer of the Company or any Person who is or was serving at the request of the Company as a director, officer or in any other comparable position of any

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Other Enterprise, is entitled under any provision of this Section 5.10 to indemnification by the Company for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such Person in connection with any threatened, pending or completed action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Company will nevertheless indemnify such Person for the portion thereof to which such Person is entitled.

5.11 Contracts with Members or Affiliates. No contract or transaction between the Company and one of its Members or between the Company and any Person in which one of its Members is a director or officer, or has a financial interest, will be void or voidable solely for this reason, or solely because such Member is present at or participates in any meeting of the Members at which the contract or transaction is authorized, or solely because such Member’s vote is counted for such purpose, if, in connection with any such meeting of the Members, the material facts as to such Member’s relationship are known to the Members and the Members holding a majority of the Percentage Interests held by those Members who are disinterested with respect to such contract or transaction authorize such contract or transaction, even though the disinterested Members be less than a quorum. Interested Members may be counted in determining the presence of a quorum at a meeting of the Members at which the contract or transaction is authorized.

5.12 Other Business Ventures. Any Member or Representative may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others, whether or not similar to or in competition with the business of the Company, and neither the Company nor the Members have any right by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom. Neither the Members nor any Representative will be required to devote all of their time or business efforts to the affairs of the Company, but will devote so much of their time and attention to the Company as is reasonably necessary and advisable to manage the affairs of the Company to the best advantage of the Company.

ARTICLE VI - OFFICERS

6.1 Officers.

(a) Generally. The Representative, as set forth below, will appoint agents of the Company, referred to as “Officers” of the Company as described in this Section 6.1. Unless provided otherwise by resolution of the Members or Representative, the Officers will have the titles, power, authority and duties described below in this Section 6.1.

(b) Titles and Number. The Officers will be the President, any and all Vice Presidents, the Secretary and any and all Assistant Secretaries and any Treasurer and any and all Assistant Treasurers and any other Officers appointed pursuant to this Section 6.1. There may be appointed from time to time, in accordance with this Section 6.1, such Vice Presidents, Secretaries, Assistant Secretaries, Treasurers and Assistant Treasurers as the Members or Representative may desire. A person may hold more than one office.

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(i) President. The Members or Representative will elect an individual to serve as President. The President will be the chief executive officer of the Company. The President may sign, with the secretary, an assistant secretary or any other proper officer of the Company thereunto duly authorized by the Members or Representative, any deeds, mortgages, bonds, contracts or other instruments which the Members or Representative has authorized to be executed except in cases where the execution thereof is expressly delegated by the Members or Representative or by this Agreement to some other officer or agent of the Company or is required by law to be otherwise executed. In general, the President will perform all duties incident to the office of President and chief executive officer of the Company and such other duties as may be prescribed from time to time by the Members or Representative.

(ii) Vice Presidents. The Members or Representative, in their discretion, may elect one or more Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or if there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) will perform the duties of the President, and the Vice President, when so acting, will have all of the powers and be subject to all the restrictions upon the President. Each Vice President will perform such other duties as from time to time may be assigned by the President or the Members or Representative.

(iii) Secretary and Assistant Secretaries. The Members or Representative, in their discretion, may elect a Secretary and one or more Assistant Secretaries. The Secretary will record or cause to be recorded in books provided for that purpose the minutes of the meetings or actions of the Representative and of the Members, will see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, will be custodian of all records (other than financial), will see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, will perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Members, the Representative or the President. The Assistant Secretaries will exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.

(iv) Treasurer and Assistant Treasurers. The Members or Representative, in their discretion, may elect a Treasurer and one or more Assistant Treasurers. The Treasurer will keep or cause to be kept the books of account of the Company and will render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Members or Representative or the President. The Treasurer, subject to the order of the Members or Representative, will have the custody of all funds and securities of

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the Company. The Treasurer will perform all other duties commonly incident to his office and will perform such other duties and have such other powers as this Agreement, the Members, the Representative or the President, will designate from time to time. The Assistant Treasurers will exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers will possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving or in the absence of the appointed Treasurer and Assistant Treasurer, the President and chief executive officer, or such other Officer as the Members or Representative selects, will have the powers and duties conferred upon the Treasurer.

(c) Other Officers and Agents. The Members or Representative may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who will hold their offices for such terms and will exercise such powers and perform such duties as is determined from time to time by the Members or Representative.

(d) Appointment and Term of Office. The Officers will be appointed by the Members or Representative at such time and for such terms as the Members or Representative determines. Any Officer may be removed, with or without Cause, only by the Members or Representative. Vacancies in any office may be filled only by the Members or Representative.

(e) Powers of Attorney. The Members or Representative may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

(f) Officers’ Delegation of Authority. Unless otherwise provided by resolution of the Members or Representative, no Officer has the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Members.

6.2 Compensation. The Officers will receive such compensation for their services as may be designated by the Members or Representative. In addition, the Officers are entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder.

ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS

7.1 Fiscal Year. The fiscal year and taxable year of the Company ends on September 30 of each year, unless a different year is required by the Code or otherwise established by the Members.

7.2 Books and Records. At all times during the existence of the Company, the Company will cause to be maintained full and accurate books of account, which will reflect all Company transactions and be appropriate and adequate for the Company’s business. The books and records of the Company must be maintained at the principal office of the Company. Each Member (or such Member’s designated representative) has the right during ordinary business hours and upon reasonable notice to inspect and copy (at such Member’s own expense) all books and records of the Company.

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7.3 Financial Reports.

(a) Within 75 days after the end of each fiscal year, there will be prepared and delivered to each Member:

(i) a balance sheet as of the end of such year and related financial statements for the year then ended; and

(ii) other pertinent information regarding the Company.

(b) Within 75 days after the end of each fiscal year, there will be prepared and delivered to each Member all information with respect to the Company necessary for the preparation of the Members’ Federal and state income tax returns.

7.4 Tax Returns and Elections; Tax Matters Member. The Company will cause to be prepared and timely filed all Federal, state and local income tax returns or other returns or statements required by applicable law. The Company will claim all deductions and make such elections for federal or state income tax purposes that the Representative reasonably believes will produce the most favorable tax results for the Members. John J. Sherman is hereby designated as the Company’s “Tax Matters Member,” to serve with respect to the Company in the same capacity as a “tax matters partner” as defined in the Code, and in such capacity is hereby authorized and empowered to act for and represent the Company and each of the Members before the Internal Revenue Service in any audit or examination of any Company tax return and before any court selected by the Members for judicial review of any adjustment assessed by the Internal Revenue Service. John J. Sherman does hereby accept such designation. The Members specifically acknowledge, without limiting the general applicability of this Section, that the Tax Matters Member will not be liable, responsible or accountable in damages or otherwise to the Company or any Member with respect to any action taken by it in its capacity as a “Tax Matters Member.” All out-of-pocket expenses incurred by the Tax Matters Member in the capacity of “Tax Matters Member” will be considered expenses of the Company for which the Tax Matters Member will be entitled to full reimbursement.

7.5 Section 754 Election. If a distribution of Company assets occurs that satisfies the provisions of Section 734 of the Code or if a transfer of an Interest occurs that satisfies the provisions of Section 743 of the Code, upon the determination of the Representative, the Company will elect, pursuant to Section 754 of the Code, to adjust the basis of the Property to the extent allowed by such Section 734 or 743 and will cause such adjustments to be made and maintained.

7.6 Bank Accounts. All funds of the Company must be deposited in a separate bank, money market or similar account approved by the Representative and in the Company’s name. Withdrawals therefrom may be made only by persons authorized to do so by the Representative.

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ARTICLE VIII - TRANSFERS OF INTERESTS AND EVENTS OF WITHDRAWAL

8.1 General Restrictions. Each Member may Transfer all or any part of such Member’s Interest in accordance with the terms of Section 8.2. A Transfer will be effective as of the date specified in the instruments relating thereto. Any Transferee desiring to make a further Transfer will become subject to all of the provisions of this Article VIII to the same extent and in the same manner as any Member desiring to make any Transfer.

8.2 Permitted Transfers. Each Member (a “Transferor”) has the right to Transfer (but not to substitute the assignee as a Substitute Member in such Member’s place, except in accordance with Section 8.3), by a written instrument, all or any part of such Member’s Interest, provided that the Transfer would not result in the “termination” of the Company pursuant to § 708 of the Code. Any assignee of an Interest as allowed by this Section 8.2 who does not become a Substitute Member as provided in Section 8.3 (a “Transferee”) will not be a Member and will not have any right to vote as a Member or to participate in the management of the business and affairs of the Company, such right to vote such Interest and to participate in the management of the business and affairs of the Company continuing with the Transferor. The Transferee will, however, be entitled to distributions and allocations of the Company, as provided in Article IV, attributable to the Interest that is the subject of the Transfer to such Transferee.

8.3 Substitute Members. No assignee of all or part of a Member’s Interest will become a Member in place of the Transferor (a “Substitute Member”) unless and until:

(a) The Transferor (if living) has stated such intention in the instrument of assignment;

(b) The Transferee has executed an instrument accepting and adopting the terms and provisions of this Agreement;

(c) The Transferor or Transferee has paid all reasonable expenses of the Company in connection with the admission of the Transferee as a Substitute Member; and

(d) The Members holding a majority of the remaining Percentage Interests, in their sole and absolute discretion, have consented in writing to such Transferee becoming a Substitute Member.

Upon satisfaction of all of the foregoing conditions with respect to a Transferee, the Representative will cause this Agreement to be duly amended to reflect the admission of the Transferee as a Substitute Member.

8.4 Effect of Admission as a Substitute Member. Unless and until admitted as a Substitute Member pursuant to Section 8.3, a Transferee will not be entitled to exercise any rights of a Member in the Company, including the right to vote, grant approvals or give consents with respect to such Interest, the right to require any information or accounting of the Company’s business or the right to inspect the Company’s books and records, but a Transferee will only be

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entitled to receive, to the extent of the Interest transferred to such Transferee, the Distributions to which the Transferor would be entitled. A Transferee who has become a Substitute Member will have, to the extent of the Interest transferred to such Transferee, all the rights and powers of the Member for whom such Transferee is substituted and will be subject to the restrictions and liabilities of a Member under this Agreement and the Law. Upon admission of a Transferee as a Substitute Member, the Transferor will cease to be a Member of the Company to the extent of such Interest. A Person will not cease to be a Member upon assignment of all of such Member’s Interest unless and until the Transferee becomes a Substitute Member.

8.5 Additional Members and Interests. Additional Members may be admitted to the Company and additional Interests may be issued only upon the consent of a Super-Majority in Interest. Whenever any additional Member is admitted to the Company, or any additional Interest is issued, in accordance with this Section 8.5, the Percentage Interest of each Member outstanding immediately prior to such admission or issuance will be decreased proportionately, as appropriate, to maintain the aggregate Percentage Interests of the Members at 100%. The Representative will cause Schedule A to this Agreement to be amended to reflect any adjustment in the Percentage Interests of the Members in accordance with this Section 8.5.

8.6 Redemption of Interests. Any Interest may be redeemed by the Company, by purchase or otherwise, upon the consent of the holder of such Interest and of Members holding a majority of the Percentage Interests held by all Members other than the holder of the Interest to be redeemed. Whenever any Interest is redeemed by the Company in accordance with this Section 8.6, the Percentage Interest of each Member outstanding immediately following such redemption will be increased proportionately, as appropriate, to maintain the aggregate Percentage Interests of the Members at 100%. The Representative will cause this Agreement to be amended to reflect any adjustment in the Percentage Interests of the Members in accordance with this Section 8.6.

8.7 Events of Withdrawal. A Member ceases to be a Member of the Company upon the occurrence of any of the following events (an “Event of Withdrawal”):

(a) A Member withdraws from the Company by giving 90 days prior written notice of such Member’s withdrawal to the other Members, provided, however, such withdrawal will constitute a breach of this Agreement and such Member will be liable to the Company for any damages sustained by the Company as a result of such withdrawal and the Company may offset such damages against any amount otherwise distributable to such Member pursuant to Article IV;

(b) A Member:

(i) Makes an assignment for the benefit of creditors;

(ii) Is the subject of a Bankruptcy;

(iii) Files a petition or answer seeking for such Member any reorganization, arrangement, composition, readjustment, liquidation, or similar relief under any statute, law or regulation or files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Member in a proceeding of such nature; or

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(iv) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator for such Member or of all or any substantial part of such Member’s property;

(c) With respect to any Member, 120 days after the commencement of any proceeding against the Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if, within 90 days after the appointment, without such Member’s consent or acquiescence, of a trustee, receiver or liquidator of the Member or of all or any substantial part of such Member’s property, the appointment is not vacated or stayed, or, within 90 days after the expiration of any such stay, the appointment is not vacated;

(d) In the case of a Member who is a natural person:

(i) Such Member’s death; or

(ii) The entry by a court of competent jurisdiction adjudicating such Member incapacitated to manage such Member’s person or estate;

(e) In the case of a Member that is a trust, the termination of the trust or a distribution of its entire interest in the Company but not merely the substitution of a new trustee;

(f) In the case of a Member that is a general or limited partnership, the dissolution and commencement of winding up of the partnership or a distribution of its entire interest in the Company;

(g) In the case of a Member that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or revocation of its charter or a distribution of its entire interest in the Company;

(h) In the case of a Member that is an estate, the distribution by the fiduciary of the estate’s entire interest in the Company; or

(i) In the case of a Member that is a limited liability company, the filing of a certificate of dissolution or termination, or its equivalent, for the limited liability company or a distribution of its entire interest in the Company.

Except as provided in Section 9.1(c), upon the occurrence of an Event of Withdrawal, the Company will not be dissolved and the Member with respect to whom an Event of Withdrawal has occurred, or the Person succeeding to the interest of the Member with respect to whom an Event of Withdrawal has occurred, as the case may be, will be deemed to be a Transferee under the provisions of Section 8.2, and the rights and obligations of such Member or such Person will be governed by Section 8.2; provided, however, that such Member or Person will thereafter have

26

no right to vote as a Member or to participate in the management of the business and affairs of the Company as a Member. Such Member’s, or such Person’s, right to receive Distributions, as set forth in Section 8.2, will be in lieu of any rights that such Member, or such Person, may have to receive the Fair Value of such Member’s Interest as provided by the Law.

ARTICLE IX - DISSOLUTION AND TERMINATION

9.1 Events Causing Dissolution. The Company will be dissolved upon the first to occur of the following events:

(a) The unanimous written agreement of the Members to dissolve.

(b) An Event of Withdrawal with respect to the sole remaining Member.

(c) Upon the approval of a Super-Majority in Interest.

(d) Upon the entry of a decree of judicial dissolution under Section 702 of the Law.

(e) When the Company is not the surviving entity in a merger or consolidation under the Law.

9.2 Effect of Dissolution. Except with respect to the occurrence of an event referred to in Section 9.1(e), and except as otherwise provided in this Agreement, upon the dissolution of the Company, the Representative will take such actions as may be required pursuant to the Law and will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Representative will have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 9.3, and to do any and all acts and things authorized by, and in accordance with, the Law and other applicable laws for the purpose of winding up and liquidation.

9.3 Application of Proceeds. Upon dissolution and liquidation of the Company, the assets of the Company will be applied and distributed in the order of priority set forth in Section 4.2.

ARTICLE X - MISCELLANEOUS

10.1 Title to the Property. Title to the Property will be held in the name of the Company. No Member individually has any ownership interest or rights in the Property, except indirectly by virtue of such Member’s ownership of an Interest. No Member has any right to seek or obtain a partition of the Property, nor does any Member have the right to any specific assets of the Company upon the liquidation of or any distribution from the Company.

10.2 Nature of Interest in the Company. An Interest is personal property for all purposes.

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10.3 Notices. Any notice, demand, request or other communication (a “Notice”) required or permitted to be given by this Agreement or the Law to the Company, any Member, or any other Person is sufficient if in writing and if hand delivered or mailed by registered or certified mail to the Company at its principal office or to a Member or any other Person at the address of such Member or such other Person as it appears on the records of the Company or sent by facsimile transmission to the telephone number, if any, of the recipient’s facsimile machine as such telephone number appears on the records of the Company. All Notices that are mailed will be deemed to be given when deposited in the United States mail, postage prepaid. All Notices that are hand delivered will be deemed to be given upon delivery. All Notices that are given by facsimile transmission will be deemed to be given upon receipt, it being agreed that the burden of proving receipt will be on the sender of such Notice and such burden will not be satisfied by a transmission report generated by the sender’s facsimile machine.

10.4 Waiver of Default. No consent or waiver, express or implied, by the Company or a Member with respect to any breach or default by another Member hereunder will be deemed or construed to be a consent or waiver with respect to any other breach or default by such Member of the same provision or any other provision of this Agreement. Failure on the part of the Company or a Member to complain of any act or failure to act of another Member or to declare such other Member in default will not be deemed or constitute a waiver by the Company or the Member of any rights hereunder.

10.5 No Third Party Rights. None of the provisions contained in this Agreement are for the benefit of or enforceable by any third parties, including, but not limited to, creditors of the Company; provided, however, the Company may enforce any rights granted to the Company under the Law, the Articles, or this Agreement.

10.6 Entire Agreement. This Agreement, together with the Articles, constitutes the entire agreement between the Members, in such capacity, relative to the formation, operation and continuation of the Company.

10.7 Amendments to this Agreement.

(a) Except as otherwise provided herein, this Agreement may not be modified or amended in any manner other than by the written agreement of a Super-Majority in Interest at the time of such modification or amendment.

(b) This Agreement may be amended by the Representative, without any execution of such amendment by the Members, in order to reflect the occurrence of any of the following events provided that all of the conditions, if any, contained in the relevant sections of this Agreement with respect to such event have been satisfied:

(i) an adjustment of the Percentage Interests of the Members upon making a Capital Contribution (Section 3.2), upon the admission of an additional Member or issuance of an additional Interest (Section 8.5), or upon the redemption of an Interest (Section 8.6);

(ii) the modification of this Agreement to comply with the relevant tax laws pursuant to Sections 3.3 or 4.5(j); and

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(iii) the admission of a Substitute Member (Section 8.3).

(c) Anything in this Section 10.7 to the contrary notwithstanding, without the written consent of all Members, no amendment to this Agreement may:

(i) add to, detract from or otherwise modify the purposes of the Company as set forth in Section 2.1;

(ii) enlarge the obligations of any Member under this Agreement;

(iii) amend any provisions of Article IV other than an amendment to comply with the relevant tax laws as provided in Section 4.5(j); or

(iv) amend this Section 10.7 or any provision of this Agreement requiring the consent of a Super-Majority in Interest.

10.8 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement will not be affected thereby and will remain in full force and effect and will be enforced to the greatest extent permitted by law.

10.9 Binding Agreement. Subject to the restrictions on the disposition of Interests herein contained, the provisions of this Agreement are binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

10.10 Headings. The headings of the Articles and Sections of this Agreement are for convenience only and may not be considered in construing or interpreting any of the terms or provisions hereof.

10.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which will constitute one agreement that is binding upon all of the parties hereto, notwithstanding that all parties are not signatories to the same counterpart.

10.12 Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the State of New York.

10.13 Remedies. In the event of a default by any party in the performance of any obligation undertaken in this Agreement, in addition to any other remedy available to the non-defaulting parties, the defaulting party must pay to each of the non-defaulting parties all costs, damages, and expenses, including reasonable attorneys’ fees, incurred by the non-defaulting parties as a result of such default. If any dispute arises with respect to the enforcement, interpretation, or application of this Agreement and court proceedings are instituted to resolve such dispute, the prevailing party in such court proceedings is entitled to recover from the non-prevailing party all costs and expenses, including, but not limited to, reasonable attorneys’ fees, incurred by the prevailing party in such court proceedings.

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10.14 Legal Representation. The Members hereby acknowledge that this Agreement was prepared by the law firm of Stinson Morrison Hecker LLP on behalf of the Company. Each Member hereby acknowledges that:

(a) A conflict of interest may exist between such Member’s interests and those of the Company and the other Members;

(b) Such Member has had the opportunity to seek the advice of independent legal counsel;

(c) This Agreement has tax consequences; and

(d) Such Member has had the opportunity to seek the advice of independent tax counsel.

The parties hereto have executed this Agreement on the date first written above.

INERGY ACQUISITION COMPANY, LLC
By:	/s/ John J. Sherman
	Name: John J. Sherman
	Title: President
INERGY STORAGE, INC.
By:	/s/ John J. Sherman
	Name: John J. Sherman
	Title: President

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SCHEDULE A

Name and Address of Member	Percentage Interest
Inergy Acquisition Company, LLC Two Brush Creek Blvd., Suite 200 Kansas City, MO 64112		99.9	%
Inergy Storage, Inc. Two Brush Creek Blvd., Suite 200 Kansas City, MO 64112		0.1	%
Totals:		100.0	%

EX-3.43

Exhibit 3.43

CERTIFICATE OF INCORPORATION

OF

INERGY SALES & SERVICE, INC.

FIRST. The name of the Corporation is:

Inergy Sales & Service, Inc.

SECOND. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, including, without limitation, to sell and service equipment and parts relating to the propane distribution business.

In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges which are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation.

FOURTH.

(a) The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of common stock, of the par value of $1.00 per share.

The Board of Directors is authorized to provide by resolution or resolutions for the issuance of shares of stock of any class or of any series of any class at any time and from time to time and, by filing a certificate of designations in the manner prescribed under the laws of the State of Delaware, to fix and amend the voting powers, full or limited, or no voting powers, and the designations, preferences and relative, participating, optional or other special rights, if any, and qualifications, limitations or restrictions thereof. Unless otherwise provided in any such resolution or resolutions, the number of shares of stock of any such series to which such resolution or resolutions apply may be increased (but not above the total number of authorized shares of the class) or decreased (but not below the number of shares thereof then outstanding) by filing a certificate of designations in the manner prescribed under the laws of the State of Delaware.

(b) No holder of any shares of stock of the Corporation of any class shall be entitled as such, as a matter of right, to subscribe for or purchase any shares of stock of the Corporation of any class, whether now or hereafter authorized or whether issued for cash, property or services or as a dividend or otherwise, or to subscribe for or purchase any obligations, bonds, notes, debentures, other securities or stock convertible into shares of stock of the Corporation of any class or carrying or evidencing any right to purchase shares of stock of any class.

(c) Section 203 (as amended from time to time) of the General Corporation Law of Delaware shall not apply to any business combination (as defined in such law from time to time) of the Corporation with any interested stockholder (as defined in such law from time to time) of the Corporation.

FIFTH. The name and mailing address of the incorporator are as follows:

Name	Address
Richard N. Nixon	1201 Walnut, Suite 2800 Kansas City, Missouri 64106

SIXTH. The number of directors of the Corporation shall be fixed by, or in the manner provided in, the Bylaws. The names and mailing addresses of the persons who are to serve as the initial directors of the Corporation until such director’s successor is duly elected and qualified, or until such director’s earlier resignation or removal, are as follows:

Names	Addresses
John Sherman	1101 Walnut, Suite 1500 Kansas City, Missouri 64106

SEVENTH. Elections of directors need not be by ballot unless the Bylaws of the Corporation shall so provide.

EIGHTH. The original Bylaws of the Corporation shall be adopted in any manner provided by law. Thereafter, the Bylaws of the Corporation may from time to time be amended or repealed, or new Bylaws may be adopted, in any of the following ways: (i) by the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote, or (ii) by a majority of the full Board of Directors, and any change so made by the stockholders may thereafter be further changed by a majority of the directors; provided, however, that the power of the Board of Directors to alter, amend or repeal the Bylaws, or to adopt new Bylaws, (A) may be denied as to any Bylaw or portion thereof by the stockholders if at the time of enactment the stockholders shall so expressly provide and (B) such power of the Board of Directors shall not divest the stockholders of the power, nor limit their power to amend or repeal the Bylaws, or to adopt new Bylaws.

NINTH. The Corporation may agree to the terms and conditions upon which any director, officer, employee or agent accepts his office or position and in its Bylaws, by contract or in any other manner may agree to indemnify and protect any director, officer, employee or agent of the Corporation, or any person who serves at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the fullest extent permitted by the laws (including, without limitation, the statutes, case law and principles of equity) of the State of Delaware.

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Without limiting the generality of the foregoing provisions of this Article NINTH, to the fullest extent permitted or authorized by the laws of Delaware as now in effect and as the same may from time to time hereafter be amended, including without limitation the provisions of subsection (b)(7) of Section 102 of the General Corporation Law of Delaware, no director of the Corporation shall be personally liable to the Corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the immediately preceding sentence shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to or at the time of such repeal or modification.

TENTH. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

ELEVENTH. Except as may be otherwise provided by statute, the Corporation shall be entitled to treat the registered holder of any shares of the Corporation as the owner of such shares and of all rights derived from such shares for all purposes, and the Corporation shall not be obligated to recognize any equitable or other claim to or interest in such shares or rights on the part of any other person, including, but without limiting the generality of the term “person” to, a purchaser, pledgee, assignee or transferee of such shares or rights, unless and until such person becomes the registered holder of such shares. The foregoing shall apply whether or not the Corporation shall have either actual or constructive notice of the claim by or the interest of such person.

TWELFTH. The books of the Corporation may be kept (subject to any provisions contained in the statutes of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

THIRTEENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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The undersigned, for the purpose of forming a corporation under the General Corporation Law of Delaware, does hereby execute this Certificate, and does hereby declare and certify that this is his act and deed and the facts herein stated are true, and accordingly has executed this Certificate of Incorporation as of March 2, 2001.

/s/ Richard N. Nixon

Richard N. Nixon, Incorporator

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EX-3.44

Exhibit 3.44

BYLAWS

OF

INERGY SALES & SERVICE, INC.

As adopted by the Board of Directors on March 2, 2001.

TABLE OF CONTENTS

		Page
ARTICLE I OFFICES AND RECORDS			1
1.1	Corporate Offices		1
1.2	Registered Office and Registered Agent		1
1.3	Books, Accounts and Records, and Inspection Rights		1
ARTICLE II STOCKHOLDERS			1
2.1	Place of Meetings		1
2.2	Annual Meetings		1
2.3	Special Meetings		2
2.4	Consent of Stockholders in Lieu of Meeting		2
2.5	Notice		2
2.6	Waiver of Notice		3
2.7	Quorum; Voting Requirements		3
2.8	Proxies		3
2.9	Voting		3
2.10	Stockholders’ Lists		4
2.11	Stock Ledger		4
ARTICLE III BOARD OF DIRECTORS			4
3.1	Number		4
3.2	Powers of the Board		4
3.3	Meetings of the Newly Elected Board		4
3.4	Notice of Meetings; Waiver of Notice		5
3.5	Meetings by Conference Telephone or Similar Communications Equipment		6
3.6	Action Without a Meeting		6
3.7	Quorum; Voting Requirements		6
3.8	Vacancies and Newly Created Directorships		6
3.9	Committees		7
3.10	Compensation		7
3.11	Resignations		7
3.12	Reliance on Records		8
ARTICLE IV OFFICERS			8
4.1	Designations		8
4.2	Term of Office		8
4.3	Other Agents		8
4.4	Removal		8
4.5	Salaries and Compensation		9
4.6	Delegation of Authority to Hire, Discharge and Designate Duties		9
4.7	Chairman of the Board		9
4.8	President		9
4.9	Vice Presidents		10
4.10	Secretary and Assistant Secretaries		10
4.11	Treasurer and Assistant Treasurers		11

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4.12	Duties of Officers May Be Delegated	11
ARTICLE V LIABILITY AND INDEMNIFICATION		12
5.1	Limitation of Liability	12
5.2	Indemnification, Generally	12
5.3	Indemnification in Actions by Third Parties	12
5.4	Indemnification in Derivative Actions	13
5.5	Indemnification for Expenses	13
5.6	Determination of Right to Indemnification	13
5.7	Advancement of Expenses	14
5.8	Non-Exclusivity	14
5.9	Insurance	14
5.10	Vesting of Rights	15
5.11	Definitions	15
5.12	Severability	16
ARTICLE VI STOCK		16
6.1	Certificates for Shares of Stock	16
6.2	Transfers of Stock	16
6.3	Registered Stockholders	17
6.4	Record Date	17
6.5	Regulations	18
6.6	Lost Certificates	18
ARTICLE VII CORPORATE FINANCE		18
7.1	Dividends	18
7.2	Creation of Reserves	19
ARTICLE VIII GENERAL PROVISIONS		19
8.1	Fiscal Year	19
8.2	Corporate Seal	19
8.3	Depositories	19
8.4	Contracts	19
8.5	Amendments	19

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BYLAWS

OF

INERGY SALES & SERVICE, INC.

ARTICLE I

OFFICES AND RECORDS

1.1 Corporate Offices. The principal office of the Corporation shall be located at any place within or without the State of Delaware as designated in the Corporation’s most current Annual Report filed with the Delaware Secretary of State. The Corporation may have such other corporate offices and places of business anywhere within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

1.2 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Corporation in the State of Delaware shall be as stated in the Certificate of Incorporation or as determined from time to time by the Board of Directors and on file in the appropriate public offices of the State of Delaware pursuant to applicable provisions of law.

1.3 Books, Accounts and Records, and Inspection Rights. The books, accounts and records of the Corporation, except as otherwise required by the laws of the State of Delaware, may be kept outside of the State of Delaware, at such place or places as the Board of Directors may from time to time designate. Any stockholder, in person or by attorney or other agent, shall have the right upon written demand under oath, during regular business hours, to inspect, for any proper purpose, the Corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom.

ARTICLE II

STOCKHOLDERS

2.1 Place of Meetings. All meetings of the stockholders shall be held at the offices of the Corporation in the City of Kansas City, State of Missouri, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

2.2 Annual Meetings. An annual meeting of the stockholders of the Corporation shall be held on the second Wednesday in September of each year, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At such meeting, the stockholders shall elect directors by a plurality vote. Each director shall be elected to serve until his successor is duly elected and qualified, or until his earlier resignation or removal. At the annual meeting the stockholders may transact such other business as may be desired, whether or not the same was specified in the notice of the meeting, unless the consideration of such other business without its having been specified in the notice of the meeting as one of the purposes thereof is prohibited by law.

2.3 Special Meetings. Special meetings of the stockholders may be held for any purpose or purposes unless otherwise prohibited by statute or by the Certificate of Incorporation, and may be called by the Chairman of the Board, by the President, by the Secretary, by the Board of Directors, or by the holders of, or by any officer or stockholder upon the written request of the holders of, not less than 20% of the outstanding stock entitled to vote on the subject matter at such meeting, and shall be called by any officer directed to do so by the Board of Directors or requested to do so in writing by a majority of the Board of Directors. Such written request shall state the purpose or purposes of the proposed meeting.

The “call” and the “notice” of any such meeting shall be deemed to be synonymous.

2.4 Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which the proceedings of meetings of stockholders are recorded.

Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.4 to the Corporation, written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

2.5 Notice. Written notice of each meeting of the stockholders, whether annual or special, stating the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes thereof, shall be given as provided in Section 6.4 of these Bylaws to each stockholder of record of the Corporation entitled to vote at such meeting, either personally or by mail, not less than 10 days nor more than 60 days prior to the meeting. If mailed, such notice shall be deemed to be delivered when it is deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

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2.6 Waiver of Notice. Whenever any notice is required to be given to any stockholder under any law, the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance by a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these Bylaws.

2.7 Quorum; Voting Requirements. The holders of a majority of the outstanding shares of stock entitled to vote at any meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of any business, except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws. In all matters other than the election of directors, the affirmative vote of a majority in amount of stock of such quorum shall be valid as a corporate act, except in those specific instances in which a larger vote is required by law or by the Certificate of Incorporation or by these Bylaws. Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting at which a quorum is present and entitled to vote on the election of directors.

If the holders of a majority of the outstanding shares of stock entitled to vote are not present in person or represented by proxy, at a meeting of stockholders, the holders of a majority of the stock present in person or represented by proxy at such meeting shall have power successively to adjourn the meeting from time to time to a specified time and place, without notice to anyone other than an announcement at the meeting at which such adjournment is taken, until a quorum is present in person or by proxy. At such adjourned meeting at which a quorum is present in person or by proxy, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.8 Proxies. At all meetings of stockholders, every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing or by the transmission of a telegram, cablegram, or other means of electronic transmission which sets forth or is submitted with information from which it can be determined that the transmission was authorized by the stockholder. No proxy shall be voted or acted upon after three years from its date unless the proxy shall provide for a longer period.

2.9 Voting. Unless otherwise provided by the Certificate of Incorporation, each stockholder shall have one vote for each share of stock entitled to vote at such meeting registered in his name on the books of the Corporation including, without limitation, respecting the election of directors. At all meetings of stockholders the voting may be otherwise than by ballot, including the election of directors, except that, unless otherwise provided by the Certificate of Incorporation, any qualified voter may demand a vote by ballot on any matter, in which event such vote shall be taken by ballot.

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2.10 Stockholders’ Lists. The Secretary or an Assistant Secretary, who shall have charge of the stock ledger, shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

2.11 Stock Ledger. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required under Section 2.10 of these Bylaws or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

ARTICLE III

BOARD OF DIRECTORS

3.1 Number. Unless and until changed by the Board of Directors as hereinafter provided, the number of directors to constitute the Board of Directors shall be the same as the number of directors provided for the first Board in the Certificate of Incorporation or, if not so provided, shall be the same as the number of directors elected by the incorporator or incorporators as the initial directors of the Corporation. The Board of Directors shall have the power to change the number of directors by resolution adopted by a majority of the whole Board unless that number of directors is established in the Certificate of Incorporation. If the number of directors is established in the Certificate of Incorporation, then the number may be changed only by amendment. Unless otherwise provided for in the Certificate of Incorporation, directors need not be stockholders of the Corporation.

3.2 Powers of the Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities by these Bylaws and the Certificate of Incorporation expressly conferred upon it, the Board of Directors may exercise all such powers of the Corporation, and do all such lawful acts and things, that are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

3.3 Meetings of the Newly Elected Board. The first meeting of the members of each newly elected Board of Directors shall be held (a) at such time and place either within or without the State of Delaware as shall be suggested or provided by resolution of the stockholders at the meeting at which such newly elected Board was elected, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or (b) if not so suggested or provided for by resolution of the stockholders or if a quorum shall not be present, at such time and place as shall be consented to in writing by a majority of the newly elected directors, provided that written or printed notice of such meeting shall be given to each of the other directors in the same manner as provided in

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Section 3.4 of these Bylaws with respect to the giving of notice for special meetings of the Board except that it shall not be necessary to state the purpose of the meeting in such notice, or (c) regardless of whether or not the time and place of such meeting shall be suggested or provided for by resolution of the stockholders, at such time and place as shall be consented to in writing by all of the newly elected directors.

Every director of the Corporation, upon his election, shall qualify by accepting the office of director, and his attendance at, or his written approval of the minutes of, any meeting of the Board subsequent to his election shall constitute his acceptance of such office; or he may execute such acceptance by a separate writing, which shall be placed in the minute book.

3.4 Notice of Meetings; Waiver of Notice.

(a) Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and places either within or without the State of Delaware as shall from time to time be fixed by resolution adopted by the full Board of Directors. Any business may be transacted at a regular meeting.

(b) Special Meetings.

(i) Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the President, any Vice President, the Secretary, or any of the directors. The place may be within or without the State of Delaware as designated in the notice.

(ii) Written notice of each special meeting of the Board, stating the place, date and hour of the meeting and the purpose or purposes thereof, shall be mailed to each director addressed to him at his residence or usual place of business at least three days before the day on which the meeting is to be held, or shall be sent to him by telegram, or delivered to him personally, at least two days before the day on which the meeting is to be held. If mailed, such notice shall be deemed to be delivered when it is deposited in the United States mail with postage thereon addressed to the director at his residence or usual place of business. If given by telegraph, such notice shall be deemed to be delivered when it is delivered to the telegraph company. The notice may be given by any person having authority to call the meeting.

(iii) “Notice” and “call” with respect to such meetings shall be deemed to be synonymous.

(c) Waiver of Notice. Whenever any notice is required to be given to any director under any law, the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the director entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because it was not lawfully called or convened. Neither the business to be transacted at, nor the purposes of, any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these Bylaws.

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3.5 Meetings by Conference Telephone or Similar Communications Equipment. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by that means shall constitute presence in person at such meeting.

3.6 Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

3.7 Quorum; Voting Requirements.

(a) Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, a majority of the total number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

(b) If at least one-third of the total number of directors is present at any meeting at which a quorum is not present, a majority of the directors present at such meeting shall have power successively to adjourn the meeting from time to time to a subsequent date, without notice to any director other than announcement at the meeting at which the adjournment is taken. At such subsequent session of the adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting which was adjourned. If the adjournment is for more than 30 days, a notice of the subsequent session of the adjourned meeting shall be given each director.

3.8 Vacancies and Newly Created Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, unless it is otherwise provided in the Certificate of Incorporation or these Bylaws, and any director so chosen shall hold office until such director’s successor is duly elected and qualified, or until such director’s earlier resignation or removal. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

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3.9 Committees.

(a) The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

(b) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(c) Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylaws, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority of the Board of Directors with respect to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and, unless the resolution, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have power or authority to declare a dividend or to authorize the issuance of stock or to adopt a Certificate of Ownership and Merger.

(d) All committees so appointed shall, unless otherwise provided by the Board of Directors, keep regular minutes of the transactions at their meetings and shall cause them to be recorded in books kept for that purpose in the office of the Corporation and shall report the same to the Board of Directors at its next meeting. The Secretary or an Assistant Secretary of the Corporation may act as secretary of the committee if the committee so requests.

3.10 Compensation. Unless otherwise restricted by law, the Certificate of Incorporation or these Bylaws, the Board of Directors may, by resolution, fix the compensation to be paid directors for serving as directors of the Corporation and may, by resolution, fix a sum which shall be allowed and paid for attendance at each meeting of the Board of Directors and may provide for reimbursement of expenses incurred by directors in attending each meeting; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving his regular compensation therefor. Members of standing or temporary committees may be allowed similar compensation for attending standing or temporary committee meetings.

3.11 Resignations. Any director may resign at any time upon written notice to the Corporation. Such resignation shall take effect at the time specified therein or shall take effect upon receipt thereof by the Corporation if no time is specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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3.12 Reliance on Records. A director, or a member of any committee designated by the Board of Directors, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

ARTICLE IV

OFFICERS

4.1 Designations.

(a) The officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a Treasurer, one or more Assistant Secretaries and one or more Assistant Treasurers. The Board of Directors shall elect a President and a Secretary at its first meeting after each annual meeting of the stockholders. The Board then, or from time to time, may also elect one or more of the other prescribed officers as it may deem advisable, but need not elect any officers other than a President and a Secretary. The Board may, if it desires, elect or appoint additional officers and may further identify or describe any one or more of the officers of the Corporation.

(b) Officers of the Corporation need not be members of the Board of Directors. Any two or more offices may be held by the same person.

(c) An officer shall be deemed qualified when he enters upon the duties of the office to which he has been elected or appointed and furnishes any bond required by the Board of Directors; but the Board may also require his written acceptance and promise faithfully to discharge the duties of such office.

4.2 Term of Office. Each officer of the Corporation shall hold his office at the pleasure of the Board of Directors or for such other period as the Board may specify at the time of his election or appointment, or until his death, resignation or removal by the Board, whichever first occurs. In any event, each officer of the Corporation who is not reelected or reappointed at the annual election of officers by the Board next succeeding such person’s election or appointment shall be deemed to have been removed by the Board, unless the Board provides otherwise at the time of such person’s election or appointment.

4.3 Other Agents. The Board of Directors from time to time may appoint such other agents for the Corporation as it shall deem necessary or advisable, each of whom shall serve at the pleasure of the Board or for such period as the Board may specify, and shall exercise such powers, have such titles and perform such duties as shall be determined from time to time by the Board or by an officer empowered by the Board to make such determinations.

4.4 Removal. Any officer or agent elected or appointed by the Board of Directors, and any employee, may be removed or discharged by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal or discharge shall be without prejudice to the contract rights, if any, of the person so removed or discharged.

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4.5 Salaries and Compensation. Salaries and compensation of all elected officers of the Corporation shall be fixed, increased or decreased by the Board of Directors, but this power, except as to the salary or compensation of the Chairman of the Board and the President, may, unless prohibited by law, be delegated by the Board to the Chairman of the Board or the President, or may be delegated to a committee. Salaries and compensation of all appointed officers, agents and employees of the Corporation may be fixed, increased or decreased by the Board of Directors, but until action is taken with respect thereto by the Board of Directors, the same may be fixed, increased or decreased by the President or such other officer or officers as may be empowered by the Board of Directors to do so.

4.6 Delegation of Authority to Hire, Discharge and Designate Duties. The Board of Directors from time to time may delegate to the Chairman of the Board, the President or other officer or executive employee of the Corporation, authority to hire and discharge and to fix and modify the duties and salary or other compensation of employees of the Corporation under their jurisdiction, and the Board may delegate to such officer or executive employee similar authority with respect to obtaining and retaining for the Corporation the services of attorneys, accountants and other experts.

4.7 Chairman of the Board. If a Chairman of the Board is elected, he shall preside at all meetings of the stockholders and directors at which he may be present and shall have such other duties, powers and authority as may be prescribed elsewhere in these Bylaws. The Board of Directors may delegate such other authority and assign such additional duties to the Chairman of the Board, other than those conferred by law exclusively upon the President, as the Board may from time to time determine, and, to the extent permissible by law, the Board may designate the Chairman of the Board as the chief executive officer of the Corporation with all of the powers otherwise conferred upon the President of the Corporation under Section 4.8 of these Bylaws, or it may, from time to time, divide the responsibilities, duties and authority for the general control and management of the Corporation’s business and affairs between the Chairman of the Board and the President.

4.8 President.

(a) Unless the Board of Directors otherwise provides, the President shall be the chief executive officer of the Corporation with such general executive powers and duties of supervision and management as are usually vested in the office of the chief executive officer of a corporation, and he shall carry into effect all directions and resolutions of the Board. The President, in the absence of the Chairman of the Board or if there is no Chairman of the Board, shall preside at all meetings of the stockholders and directors.

(b) The President may execute all bonds, notes, debentures, mortgages and other instruments for and in the name of the Corporation, may cause the corporate seal to be affixed thereto, and may execute all other instruments for and in the name of the Corporation.

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(c) Unless the Board of Directors otherwise provides, the President, or any person designated in writing by him, shall have full power and authority on behalf of the Corporation to (i) attend and to vote or take action at any meeting of the holders of securities of corporations in which this Corporation may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to being a holder of such securities, and (ii) execute and deliver waivers of notice and proxies for and in the name of the Corporation with respect to any securities held by the Corporation.

(d) The President shall, unless the Board of Directors otherwise provides, be an ex officio member of all standing committees.

(e) The President shall have such other or further duties and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.

(f) If a chairman of the board is elected or appointed and designated as the chief executive officer of the Corporation, as provided in Section 4.7 of these Bylaws, the President shall perform such duties as may be specifically delegated to him by the Board of Directors or are conferred by law exclusively upon him, and in the absence or disability of the Chairman of the Board or in the event of his inability or refusal to act, the President shall perform the duties and exercise the powers of the Chairman of the Board.

4.9 Vice Presidents. In the absence or disability of the President or in the event of his inability or refusal to act, any Vice President may perform the duties and exercise the powers of the President until the Board of Directors otherwise provides. Vice Presidents shall perform such other duties as the Board may from time to time prescribe.

4.10 Secretary and Assistant Secretaries.

(a) The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders, shall prepare minutes of all proceedings at such meetings and shall preserve them in a minute book of the Corporation. He shall perform similar duties for each standing or temporary committee when requested by the Board or such committee.

(b) The Secretary shall see that all books, records, lists and information, or duplicates, required to be maintained in the State of Delaware, or elsewhere, are so maintained.

(c) The Secretary shall keep in safe custody the seal of the Corporation, and shall have authority to affix the seal to any instrument requiring a corporate seal and, when so affixed, he may attest the seal by his signature. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

(d) The Secretary shall have the general duties, powers, responsibilities and authorities of a secretary of a corporation and shall perform such other duties and have such other responsibility and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors or the chief executive officer of the Corporation, under whose direct supervision the Secretary shall be.

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(e) In the absence or disability of the Secretary or in the event of his inability or refusal to act, any Assistant Secretary may perform the duties and exercise the powers of the Secretary until the Board of Directors otherwise provides. Assistant Secretaries shall perform such other duties and have such other authority as the Board of Directors may from time to time prescribe.

4.11 Treasurer and Assistant Treasurers.

(a) The Treasurer shall have supervision and custody, and responsibility for the safekeeping, of the funds and securities of the Corporation, shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall keep, or cause to be kept, all other books of account and accounting records of the Corporation. He shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors or by any officer of the Corporation to whom such authority has been granted by the Board.

(b) The Treasurer shall disburse, or permit to be disbursed, the funds of the Corporation as may be ordered, or authorized generally, by the Board of Directors, and shall render to the chief executive officer of the Corporation and the directors whenever they may require, an account of all his transactions as Treasurer and of those under his jurisdiction, and of the financial condition of the Corporation.

(c) The Treasurer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.

(d) The Treasurer shall have the general duties, powers, responsibilities and authorities of a treasurer of a corporation and shall, unless otherwise provided by the Board of Directors, be the chief financial and accounting officer of the Corporation.

(e) If required by the Board of Directors, the Treasurer shall give the Corporation a bond in a sum and with one or more sureties satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation, in the case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control which belong to the Corporation.

(f) In the absence or disability of the Treasurer or in the event of his inability or refusal to act, any Assistant Treasurer may perform the duties and exercise the powers of the Treasurer until the Board of Directors otherwise provides. Assistant Treasurers shall perform such other duties and have such other authority as the Board of Directors may from time to time prescribe.

4.12 Duties of Officers May Be Delegated. If any officer of the Corporation be absent or unable to act, or for any other reason that the Board of Directors may deem sufficient, the Board may delegate, for the time being, some or all of the functions, duties, powers and responsibilities of any officer to any other officer, or to any other agent or employee of the Corporation or other responsible person, provided a majority of the total number of directors concurs.

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ARTICLE V

LIABILITY AND INDEMNIFICATION

5.1 Limitation of Liability. No person shall be liable to the Corporation or its stockholders for any loss, damage, liability or expense suffered by the Corporation on account of any action taken or omitted to be taken by such person as a director or officer of the Corporation or of any Other Enterprise which such person serves or has served as a director or officer at the request of the Corporation, if such person (a) acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or (b) took or omitted to take such action in reliance upon advice of counsel for the Corporation, or for such Other Enterprise, or upon statements made or information furnished by directors, officers, employees or agents of the Corporation, or of such Other Enterprise, which such person had no reasonable grounds to disbelieve.

5.2 Indemnification, Generally. In addition to and without limiting the rights to indemnification and advancement of expenses specifically provided for in the other Sections of this Article V, the Corporation shall indemnify and advance expenses to each person who is or was a director or officer of the Corporation or is or was serving at the Corporation’s request as a director or officer of any Other Enterprise to the full extent permitted by the laws of the State of Delaware as in effect on the date of the adoption of these Bylaws as may hereafter be amended.

5.3 Indemnification in Actions by Third Parties. The Corporation shall indemnify each person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of any Other Enterprise against all liabilities and expenses, including without limitation judgments, fines and amounts paid in settlement (provided that such settlement and all amounts paid in connection therewith are approved in advance by the Corporation using the procedures set forth in Section 5.6 of these Bylaws, which approval shall not be unreasonably withheld or delayed), attorneys’ fees, ERISA excise taxes or penalties, fines and other expenses actually and reasonably incurred by such person in connection with such action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding) if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided, however, that the Corporation shall not be required to indemnify or advance expenses to any such person or persons seeking indemnification or advancement of expenses in connection with an action, suit or proceeding initiated by such person including, without limitation, any cross-claim or counterclaim initiated by such person unless the initiation of such action, suit or proceeding was authorized by the Board of Directors of the Corporation. The termination of any such action, suit

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or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

5.4 Indemnification in Derivative Actions. The Corporation shall indemnify each person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of any Other Enterprise against all expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding) if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification under this Section 5.4 shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which the action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

5.5 Indemnification for Expenses. Notwithstanding the other provisions of this Article V, to the extent a person who is or was serving as a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of any Other Enterprise, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 5.3 and 5.4 of these Bylaws (including the dismissal of any such action, suit or proceeding without prejudice), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

5.6 Determination of Right to Indemnification. Prior to indemnifying a person pursuant to the provisions of Sections 5.2, 5.3 and 5.4 of these Bylaws, unless ordered by a court and except as otherwise provided by Section 5.5 of these Bylaws, the Corporation shall determine that such person has met the specified standard of conduct entitling such person to indemnification as set forth under Sections 5.3 and 5.4 of these Bylaws. Any determination that a person shall or shall not be indemnified under the provisions of Sections 5.2, 5.3 and 5.4 of these Bylaws shall be made by the Board of Directors (a) by a majority vote of directors who are not parties to such action, suit or proceeding, even though less than a quorum, (b) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (c) by the stockholders, and such determination shall be final and binding upon the Corporation; provided, however, that in the event such determination is adverse to the person or persons to be indemnified hereunder, such person or persons shall have the right to maintain an action in any court of competent jurisdiction against the Corporation to determine whether or not such person has met the requisite standard of conduct and is entitled to such indemnification hereunder. If such court action is successful and the person or persons shall be determined to be entitled to

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such indemnification, such person or persons shall be reimbursed by the Corporation for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

5.7 Advancement of Expenses. Expenses (including attorneys’ fees) actually and reasonably incurred by a person who may be entitled to indemnification hereunder in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to indemnification by the Corporation. Notwithstanding the foregoing, no advance shall be made by the Corporation if a determination is reasonably and promptly made by (a) the Board of Directors by a majority vote of the directors who are not parties to such action, suit or proceeding for which the advancement is requested, even though less than a quorum, or (b) if there are no such directors, or if such directors so direct, or even if obtainable, by independent legal counsel in a written opinion or (c) by the stockholders, that, based upon the facts known to the Board, independent legal counsel or stockholders at the time such determination is made, such person acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal proceeding, that such person believed or had reasonable cause to believe his conduct was unlawful. In no event shall any advancement of expenses be made in instances where the Board, independent legal counsel or stockholders reasonably determines that such person intentionally breached such person’s duty to the Corporation or its stockholders.

5.8 Non-Exclusivity. The indemnification and advancement of expenses provided by this Article V shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Certificate of Incorporation, these Bylaws, any agreement, the vote of stockholders or disinterested directors, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and shall not limit in any way any right which the Corporation may have to make additional indemnifications with respect to the same or different persons or classes of person. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall, unless otherwise specifically provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, administrators and estate of such a person.

5.9 Insurance. Upon resolution passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of any Other Enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article V.

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5.10 Vesting of Rights. The rights granted by this Article V shall be vested in each person entitled to indemnification hereunder as a bargained-for, contractual condition of such person’s serving or having served as a director or officer of the Corporation or serving at the request of the Corporation as a director or officer of any Other Enterprise and while this Article V may be amended or repealed, no such amendment or repeal shall release, terminate or adversely affect the rights of such person under this Article V with respect to any act taken or the failure to take any act by such person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

5.11 Definitions. For the purposes of this Article V, references to:

(a) The “Corporation” shall, if and only if the Board of Directors shall determine, include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers or persons serving at the request of such constituent corporation as a director or officer of any Other Enterprise, so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer of any Other Enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued;

(b) “Other Enterprise” or “Other Enterprises” shall include without limitation any other corporation, partnership, joint venture, trust or employee benefit plan;

(c) “director or officer of any Other Enterprise” shall include any person performing similar functions with respect to such Other Enterprise, whether incorporated or unincorporated;

(d) “fines” shall include any excise taxes assessed against a person with respect to an employee benefit plan;

(e) “defense” shall include investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and shall also include any defensive assertion of a cross-claim or counterclaim; and

(f) “serving at the request of the Corporation” shall include any service as a director or officer of a corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article V.

For purposes of this Article V, unless the Board of Directors of the Corporation shall determine otherwise, any director or officer of the Corporation who shall serve as a director or officer of any Other Enterprise of which the Corporation, directly or indirectly, is a stockholder or creditor, or in which the Corporation is in any way interested, shall be presumed to be serving as such director or officer at the request of the Corporation. In all other instances where any person shall serve as a director or officer of any Other Enterprise, if it is not otherwise

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established that such person is or was serving as such director or officer at the request of the Corporation, the Board of Directors of the Corporation shall determine whether such person is or was serving at the request of the Corporation, and it shall not be necessary to show any prior request for such service, which determination shall be final and binding on the Corporation and the person seeking indemnification.

5.12 Severability. If any provision of this Article V or the application of any such provision to any person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Article V and the application of such provision to other persons or circumstances shall not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all persons or entities and to give the maximum possible protection to persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if any director or officer of the Corporation, or any person who is or was serving at the request of the Corporation as a director or officer of any Other Enterprise, is entitled under any provision of this Article V to indemnification by the Corporation for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such person in connection with any threatened, pending or completed action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify such person for the portion thereof to which such person is entitled.

ARTICLE VI

STOCK

6.1 Certificates for Shares of Stock. Certificates for shares of stock shall be issued in numerical order, and each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the Chairman of the Board or the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares owned by such stockholder. Any of or all the signatures on such certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar who signed such certificate, or whose facsimile signature shall have been used thereon, were such officer, transfer agent or registrar of the Corporation at the date of issue.

6.2 Transfers of Stock. Transfers of stock shall be made only upon the stock transfer books of the Corporation, kept at the office of the Corporation or of the transfer agent designated to transfer the class of stock, and before a new certificate is issued the old certificate shall be surrendered for cancellation, subject to Section 6.6 of these Bylaws. Until and unless the Board of Directors appoints some other person, firm or Corporation as its transfer agent (and upon the revocation of any such appointment, thereafter until a new appointment is similarly made), the Secretary of the Corporation shall be the transfer agent of the Corporation without the necessity of any formal action of the Board, and the Secretary, or any person designated by him, shall perform all of the duties of such transfer agent.

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6.3 Registered Stockholders. Only registered stockholders shall be entitled to be treated by the Corporation as the holders and owners in fact of the shares standing in their respective names, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Delaware.

6.4 Record Date.

(a) Stockholders’ Meetings. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) Consent of Stockholders to Action Without a Meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall be effective for no more than 60 days after such record date. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by any statute, the Certificate of Incorporation or these Bylaws, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded and which date shall be effective for 60 days after such record date. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by any statute, the Certificate of Incorporation or any Bylaw, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action, and which date shall be effective for 60 days after such record date.

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(c) Dividends and Other Distributions. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

6.5 Regulations. The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, conversion and registration of certificates for shares of stock of the Corporation, not inconsistent with the laws of Delaware, the Certificate of Incorporation and these Bylaws.

6.6 Lost Certificates. The Board of Directors may direct that a new certificate or certificates be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates to be lost, stolen or destroyed. When authorizing the issue of such replacement certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such allegedly lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertified shares.

ARTICLE VII

CORPORATE FINANCE

7.1 Dividends. Dividends on the outstanding shares of stock of the Corporation, subject to the provisions of the Certificate of Incorporation and of any applicable law and of these Bylaws, may be declared by the Board of Directors at any meeting. Subject to such provisions, dividends may be paid in cash, in property or in shares of stock of the Corporation. A member of the Board of Directors, or a member of any committee designated by the Board of Directors, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s stock might properly be purchased or redeemed.

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7.2 Creation of Reserves. The Board of Directors may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose or may abolish any such reserve.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Fiscal Year. The Board of Directors shall have power to fix and from time to time change the fiscal year of the Corporation. In the absence of action by the Board of Directors, the fiscal year of the Corporation shall end each year on the date which the Corporation treated as the close of its first fiscal year, until such time, if any, as the fiscal year shall be changed by the Board of Directors.

8.2 Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal — Delaware.” The corporate seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or in any manner reproduced.

8.3 Depositories. The moneys of the Corporation shall be deposited in the name of the Corporation in such bank or banks or other depositories as the Board of Directors shall designate, and shall be drawn out only by check or draft signed by persons designated by resolution adopted by the Board of Directors. Notwithstanding the foregoing the Board of Directors may by resolution authorize an officer or officers of the Corporation to designate any bank or banks or other depositories in which moneys of the Corporation may be deposited, and to designate the persons who may sign checks or drafts on any particular account or accounts of the Corporation, whether created by direct designation of the Board of Directors or by an authorized officer or officers as aforesaid.

8.4 Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument for, and in the name of, the Corporation, and such authority may be general or confined to specific instances.

8.5 Amendments. These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, in the manner provided in the Certificate of Incorporation.

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CERTIFICATE

The undersigned Secretary of Inergy Sales & Service, Inc., a Delaware corporation, hereby certifies that the foregoing Bylaws are the original Bylaws of such Corporation adopted by the initial directors named in the Certificate of Incorporation.

Dated: March 2, 2001.

/s/ John J. Sherman

John J. Sherman

Secretary

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EX-3.45

Exhibit 3.45

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

FIRST: The name of the limited liability company is US Salt LLC.

SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its Registered Agent at such address is The Corporation Trust Company.

THIRD: (Insert any other matters the members determine to include herein.): None

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Formation of US Salt LLC this 20th day of July, 1998.

/s/ Mark C. Demetres

Mark C. Demetres

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 07/22/1998

981284628 – 2926277

EX-3.46

Exhibit 3.46

      STATE OF DELAWARE

    SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 02/09/1999

        991050949 – 2926277

CERTIFICATE OF AMENDMENT

OF

US SALT LLC

1. The name of the limited liability company is US Salt LLC.

2. The Certificate of Formation of the limited liability company is hereby amended so as to change the name of the limited liability company to “US Salt, LLC” and, to that end that Article First of the Certificate of Formation is hereby deleted and the following new Article First be substituted in lieu thereof:

“FIRST: The name of the limited liability company is US Salt, LLC.”

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Amendment of US Salt LLC this 7^th day of February, 1999.

        /s/ Timothy P. Dolan

        Timothy P. Dolan

        Manager

EX-3.47

Exhibit 3.47

State of Delaware      

Secretary of State      

Division of Corporations    

Delivered 10:56 AM 09/02/2008

FILED 10:50 AM 09/02/2008    

SRV 080916638 – 2926277 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: US Salt, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows: The second paragraph of the limited liability company’s certificate of formation relating to the company’s registered agent is hereby deleted and replaced with the following:

The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name of its Registered Agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 29^th day of August, A.D. 2008.

By:	/s/ John J. Sherman
	Authorized Person(s)
Name:	John J. Sherman
	Print or Type

EX-3.48

Exhibit 3.48

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

US SALT, LLC

TABLE OF CONTENTS

			Page
ARTICLE I - DEFINITIONS				1
	1.1	Terms Defined Herein		1
	1.2	Other Definitional Provisions		3
ARTICLE II - BUSINESS PURPOSES AND OFFICES				3
	2.1	Name; Business Purpose		3
	2.2	Powers		3
	2.3	Principal Office		5
	2.4	Registered Office and Registered Agent		5
	2.5	Amendment of the Certificate		5
	2.6	Effective Date		5
	2.7	Liability of Member		5
	2.8	Interest Not Acquired for Resale		5
ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS				5
	3.1	Capital Contributions		5
	3.2	Additional Capital Contributions		5
	3.3	Capital Accounts		5
	3.4	Capital Withdrawal Rights, Interest		6
	3.5	Loans		6
ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS				6
	4.1	Non-Liquidation Cash Distributions		6
	4.2	Liquidation Distributions		6
	4.3	Income, Losses and Credits		6
	4.4	Withholding of Distributions		6
	4.5	Tax Withholding		7
	4.6	Reserves		7
ARTICLE V - MANAGEMENT				7
	5.1	Management		7
	5.2	Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents		7
	5.3	Limitation of Liability; Indemnification		7
	5.4	Contracts with the Member or Affiliates		11
	5.5	Other Business Ventures		11
ARTICLE VI - OFFICERS				11
	6.1	Officers		11
	6.2	Compensation		13
ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS				13
	7.1	Fiscal Year		13
	7.2	Books and Records		13
	7.3	Bank Accounts		13

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ARTICLE VIII - TRANSFERS OF INTERESTS			13
	8.1	General Provisions	13
	8.2	Redemption of Interests	14
ARTICLE IX - DISSOLUTION AND TERMINATION			14
	9.1	Events Causing Dissolution	14
	9.2	Effect of Dissolution	14
	9.3	Application of Proceeds	14
ARTICLE X - MISCELLANEOUS			14
	10.1	Title to the Property	14
	10.2	Nature of Interest in the Company	14
	10.3	Notices and Determinations	14
	10.4	No Third Party Rights	14
	10.5	Amendments to this Agreement	15
	10.6	Severability	15
	10.7	Binding Agreement	15
	10.8	Headings	15
	10.9	Governing Law	15

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SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

US SALT, LLC

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made and entered into as of August     , 2008, by US Salt, LLC, a Delaware limited liability company (the “Company”), and Inergy Midstream, LLC, a Delaware limited liability company (the “Member”).

RECITAL:

The Member desires to amend and restate the limited liability company agreement of the Company in its entirety.

AGREEMENT:

In consideration of the premises and the agreements contained herein, the undersigned declare and agree as follows:

ARTICLE I - DEFINITIONS

1.1 Terms Defined Herein. As used herein, the following terms shall have the following meanings, unless the context otherwise specifies:

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Agreement” means the Second Amended and Restated Limited Liability Company Agreement of the Company as amended from time to time.

“Available Cash” means the aggregate amount of cash on hand or in bank, money market or similar accounts of the Company as of the end of each fiscal quarter derived from any source (other than capital contributions and Liquidation Proceeds) that the Member determines is available for distribution to the Member after taking into account any amount required or appropriate to maintain a reasonable amount of Reserves.

“Capital Account” means the account established and maintained by the Company for the Member and any Transferee pursuant to Section 3.3.

“Certificate” means the Certificate of Formation of the Company filed with the Delaware Secretary of State, as amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provisions of future federal tax laws.

“Company” means US Salt, LLC, a Delaware limited liability company.

“Credits” means all tax credits allowed by the Code with respect to activities of the Company or the Property.

“Distributions” means any distributions by the Company to the Member of Available Cash or Liquidation Proceeds or other amounts.

“Fair Value” of an asset means its fair market value.

“Income” and “Loss” mean, respectively, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with the Code.

“Interest” refers to all of the Member’s rights and interests in the Company in the Member’s capacity as a Member, all as provided in the Certificate, this Agreement and the Act, including, without limitation, the Member’s interest in the capital, income, gain, deductions, losses, and credits of the Company.

“Liquidation Proceeds” means all Property at the time of liquidation of the Company and all proceeds thereof.

“Member” means Inergy Midstream, LLC, a Delaware limited liability company, or any successor-in-interest to Inergy Midstream, LLC who becomes a Member as provided in this Agreement.

“Officers” means the officers of the Company as described in Article VI.

“Person” means any individual, partnership, limited liability company, corporation, cooperative, trust or other entity.

“Property” means all properties and assets that the Company may own or otherwise have an interest in from time to time.

“Reserves” means amounts set aside from time to time by the Member pursuant to Section 4.6 of this Agreement.

“Substitute Member” shall have the meaning set forth in Section 8.1.

“Transfer” means (i) when used as a verb, to give, sell, exchange, assign, transfer, pledge, hypothecate, bequeath, devise or otherwise dispose of or encumber, and (ii) when used as a noun, the nouns corresponding to such verbs, in either case voluntarily or involuntarily, by operation of law or otherwise.

“Transferee” shall have the meaning set forth in Section 8.1.

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1.2 Other Definitional Provisions.

(a) As used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.

(c) Words of the masculine gender shall be deemed to include the feminine or neuter genders, and vice versa, where applicable. Words of the singular number shall be deemed to include the plural number, and vice versa, where applicable.

ARTICLE II - BUSINESS PURPOSES AND OFFICES

2.1 Name; Business Purpose. The name of the Company shall be as stated in the Certificate. The business purpose of the Company is to transact any and all lawful business for which limited liability companies may be organized under the Act except to do any business for which Delaware law specifically requires some other business entity or natural person to be formed or used for such business, and to do any and all things necessary, appropriate or incidental thereto. The Company is formed only for such business purpose and shall not be deemed to create any declaration or agreement by the Company or the Member with respect to any other activities whatsoever other than the activities within such business purpose.

2.2 Powers. In addition to the powers and privileges conferred upon the Company by law and those incidental thereto, the Company shall have the same powers as a natural person to do all things necessary or convenient to carry out its business and affairs, including, without limitation, the power to do the following:

(a) Sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name;

(b) Issue, by sale or otherwise, or acquire, by purchase, redemption or otherwise, any Interest;

(c) Purchase, take, receive, lease as lessee, take by gift, legacy, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with any real or personal property, or any interest therein, wherever situated;

(d) Sell, convey, mortgage, pledge, lease as lessor, exchange, transfer, and otherwise dispose of all, any part of, or any interest in, its property and assets;

(e) Lend money to and otherwise assist its Member and employees, except as otherwise provided in this Agreement or the Certificate;

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(f) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign limited liability companies, corporations, associations, general or limited partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g) Incur liabilities, borrow money for its proper purposes at any rate of interest that the Company may determine without regard to the restrictions of any usury law of the State of Delaware, issue notes, bonds, and other obligations, secure any of its obligations by mortgage or pledge or deed of trust of all or any part of its property, franchises, and income, and make contracts, including contracts of guaranty and suretyship;

(h) Invest its surplus funds from time to time, lend money for its proper purposes, and take and hold real and personal property as security for payment of funds so loaned or invested;

(i) Conduct its business, carry on its operations, have offices within and without the State of Delaware, and exercise in any other state, territory, district, or possession of the United States or in any foreign country the powers granted by the Act, the Certificate or this Agreement;

(j) Appoint agents and hire employees of the Company, define their duties, and fix their compensation and to indemnify them to the extent and in the manner permitted by law;

(k) Make and alter this Agreement, in any manner not inconsistent with the Certificate or with the laws of the State of Delaware, for the administration and regulation of the affairs of the Company;

(l) Make donations for the public welfare or for charitable, scientific, religious, or educational purposes, lend money to the government, and transact any lawful business in aid of the United States;

(m) Establish deferred compensation plans, pension plans, profit-sharing plans, bonus plans, option plans, and other incentive plans for its employees and make the payments provided for therein;

(n) Become a promoter, partner, member, associate, or manager of any general partnership, limited partnership, joint venture or similar association, any other limited liability company, or other enterprise; and

(o) Cease the activities of the Company and surrender the franchise of the Company.

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(p) Have and exercise all powers, in addition to those set forth in subdivisions (a) through (o) of this Section 2.2, not inconsistent with the law of the State of Delaware, necessary or convenient to effect any or all of the purposes for which the Company was formed.

2.3 Principal Office. The principal office of the Company shall be located at Two Brush Creek Boulevard, Suite 200, Kansas City, Missouri or at such place(s) as the Member may determine from time to time.

2.4 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Company in the State of Delaware shall be as stated in the Certificate. The registered office and registered agent of the Company in the State of Delaware may be changed, from time to time, by the Member.

2.5 Amendment of the Certificate. The Company shall amend the Certificate at such time or times and in such manner as may be required by the Act and this Agreement.

2.6 Effective Date. This Agreement shall be effective on the date of this Agreement.

2.7 Liability of Member. No Member, solely by reason of being a Member, shall be liable, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing liability on the Member for liabilities of the Company.

2.8 Interest Not Acquired for Resale. The Member is acquiring an Interest for the Member’s own account as an investment and without an intent to distribute such Interest, which Interest has not been registered under the Securities Act of 1933, as amended, or any state securities laws, and the Member’s Interest may not be resold or transferred without appropriate registration or the availability of an exemption from such requirements.

ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS

3.1 Capital Contributions. The Member’s predecessors in interest previously contributed to the capital of the Company the cash other assets set forth on the books and records of the Company.

3.2 Additional Capital Contributions. The Member shall not be obligated to make any additional contributions to the capital of the Company and, accordingly, the Member shall not be liable for damage to the Company as a result of the failure of the Member to make any additional contributions. The Member may, however, make such additional contributions to the capital of the Company as determined from time to time and approved by the Member.

3.3 Capital Accounts. A Capital Account shall be maintained by the Company for the Member and any Transferee.

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3.4 Capital Withdrawal Rights, Interest. Except as expressly provided in this Agreement, (a) the Member shall not be entitled to withdraw or reduce the Member’s Capital Account or to receive any Distributions, (b) the Member shall not be entitled to demand or receive any Distribution in any form other than in cash, and (c) the Member shall not be entitled to receive or be credited with any interest on any balance in the Member’s Capital Account at any time.

3.5 Loans. The Member may make loans to the Company in such amounts, at such times, and on such terms and conditions as may be determined and approved by the Member. Loans by the Member to the Company shall not be considered as contributions to the capital of the Company.

ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS

4.1 Non-Liquidation Cash Distributions. The amount, if any, of Available Cash may be determined and distributed by the Member at any time and from time to time.

4.2 Liquidation Distributions. Liquidation Proceeds shall be distributed in the following order of priority:

(a) To the payment of debts and liabilities of the Company (including to the Member to the extent otherwise permitted by law and applicable contractual restrictions) and the expenses of liquidation.

(b) Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves shall be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall be distributed as hereinafter provided.

(c) The remainder to the Member.

4.3 Income, Losses and Credits. The Company’s Income or Loss, as the case may be, and applicable Credits, for each fiscal year of the Company, as determined in accordance with such method of accounting as may be adopted for the Company, shall be allocated to the Member for both financial accounting and income tax purposes, except as otherwise provided for herein or unless the Member determines otherwise.

4.4 Withholding of Distributions. Notwithstanding any other provision of this Agreement, the Member (or any Person required or authorized by law to wind up the Company’s affairs) may suspend, reduce or otherwise restrict Distributions of Available Cash and Liquidation Proceeds when, in the Member’s sole opinion, such action is in the best interests of the Company.

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4.5 Tax Withholding. Notwithstanding any other provision of this Agreement, the Member may take any action that the Member determines is necessary or appropriate to cause the Company to comply with any withholding requirements established under any federal, state or local tax law, including, without limitation, withholding on any Distribution to the Member. For all purposes of this Article IV, any amount withheld on any Distribution and paid over to the appropriate governmental body may be treated as if such amount had in fact been distributed to the Member.

4.6 Reserves. The Member shall have the right to establish, maintain and expend Reserves to provide for working capital, for future maintenance, repair or replacement of the Property, for debt service, for future investments and for such other purposes as the Member may deem necessary or advisable.

ARTICLE V - MANAGEMENT

5.1 Management. Except as expressly limited by law or this Agreement, the Property, business and affairs of the Company shall be managed by one (1) natural person, as designated by the Member, who shall be referred to as the “Representative.” The Member hereby designates John J. Sherman as the Representative. The Representative shall hold office until the Representative’s successor is designated by the Member or until the Representative’s earlier death or resignation.

5.2 Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents. The Member or the Member’s designee, shall be authorized to execute and file with the Secretary of State of Delaware any document permitted or required by the Act. The Member hereby waives any requirement under the Act of receiving a copy of any document filed with the Secretary of State of Delaware. The Member hereby ratifies and affirms the Certificate as heretofore filed on behalf of the Company.

5.3 Limitation of Liability; Indemnification.

(a) Limitation. No Person shall be liable to the Company or its Member for any loss, damage, liability or expense suffered by the Company or its Member on account of any action taken or omitted to be taken by such Person as a Member of the Company or by such Person while serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, if such Person discharges such Person’s duties in good faith, exercising the same degree of care and skill that a prudent person would have exercised under the circumstances in the conduct of such prudent person’s own affairs, and in a manner such Person reasonably believes to be in the best interest of the Company. The Member’s liability hereunder shall be limited only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company.

(b) Right to Indemnification. The Company shall indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or

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in the right of the Company or by third parties) by reason of the fact that such Person is or was a Member of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Company may not indemnify or advance expenses to any Person from or on account of such Person’s conduct if a judgment or other final adjudication adverse to such Person establishes (i) that such Person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated; (ii) that such Person’s conduct was knowingly fraudulent, deliberately dishonest or willful misconduct; or (iii); that such Person personally gained in fact a financial profit or other advantage to which such Person was not legally entitled; provided, further, that the Company shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Member; provided, further, that a Member shall be indemnified hereunder only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company or any Other Enterprise and that the provisions of this Section 5.3 are not intended to extend indemnification to the Member for any actions taken or omitted to be taken by the Member in any other connection, including, but not limited to, any other express obligation of the Member undertaken in this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

(c) Enforcement of Indemnification. In the event the Company refuses to indemnify any Person who may be entitled to be indemnified or to have expenses advanced under this Section 5.3, such Person shall have the right to maintain an action in any court of competent jurisdiction against the Company to determine whether or not such Person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the Person is determined to be entitled to such indemnification or advancement of expenses, such Person shall be reimbursed by the Company for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

(d) Advancement of Expenses. Expenses (including attorneys’ fees) reasonably incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined that such Person is not entitled to indemnification by the Company. In no event shall any

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advance be made in instances where the Member or independent legal counsel reasonably determines that such Person would not be entitled to indemnification hereunder.

(e) Non-Exclusivity. The indemnification and the advancement of expenses provided by this Section 5.3 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, or any agreement, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and shall not limit in any way any right that the Company may have to make additional indemnifications with respect to the same or different Persons or classes of Persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.3 shall continue as to a Person who has ceased to be a Member of the Company, and as to a Person who has ceased serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and shall inure to the benefit of the heirs, executors and administrators of such Person.

(f) Insurance. Upon the approval of the Member the Company may purchase and maintain insurance on behalf of any Person who is or was a Member, agent or employee of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Company would have the power, or the obligation, to indemnify such Person against such liability under the provisions of this Section 5.3.

(g) Amendment and Vesting of Rights. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 5.3 shall not be amended or repealed and the rights to indemnification and advancement of expenses created hereunder shall not be changed, altered or terminated except by the Member. The rights granted or created hereby shall be vested in each Person entitled to indemnification hereunder as a bargained-for, contractual condition of such Person’s serving or having served as a Member of the Company or serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and, while this Section 5.3 may be amended or repealed, no such amendment or repeal shall release, terminate or adversely affect the rights of such Person under this Section 5.3 with respect to any act taken or the failure to take any act by such Person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

(h) Definitions. For purposes of this Section 5.3, references to:

(i) The “Company” shall include, in addition to the resulting or surviving limited liability company (or other entity), any constituent limited liability company (or other entity) (including any constituent of a constituent) absorbed in a consolidation or merger so that any Person who is or was a member or manager of such constituent limited liability company (or other entity), or is or was serving at the request of such constituent limited liability company (or other

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entity) as a director, officer or in any other comparable position of any Other Enterprise shall stand in the same position under the provisions of this Section 5.3 with respect to the resulting or surviving limited liability company as such Person would if such Person had served the resulting or surviving limited liability company (or other entity) in the same capacity;

(ii) “Other Enterprises” or “Other Enterprise” shall include, without limitation, any other limited liability company, corporation, partnership, joint venture, trust or employee benefit plan;

(iii) “fines” shall include any excise taxes assessed against a person with respect to an employee benefit plan;

(iv) “defense” shall include investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and shall also include any defensive assertion of a cross-claim or counterclaim; and

(v) “serving at the request of the Company” shall include any service as a director, officer or in any other comparable position that imposes duties on, or involves services by, a Person with respect to an employee benefit plan, its participants, or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted “in the best interest of the Company” as referred to in this Section 5.3.

(i) Severability. If any provision of this Section 5.3 or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 5.3 and the application of such provision to other Persons or circumstances shall not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all Persons and to give the maximum possible protection to Persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if the Member of the Company or any Person who is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, is entitled under any provision of this Section 5.3 to indemnification by the Company for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such Person in connection with any threatened, pending or completed action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify such Person for the portion thereof to which such Person is entitled.

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5.4 Contracts with the Member or Affiliates. No contract or transaction between the Company and the Member or between the Company and any Person in which the Member is a director or officer, or has a financial interest, shall be void or voidable solely for this reason, and the Member shall not be obligated to account to the Company for any profit or benefit derived by the Member if the Member consents to such contract or transaction.

5.5 Other Business Ventures. The Member may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others, whether or not similar to or in competition with the business of the Company, and neither the Company nor the Member shall have any right by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom. The Member shall not be required to devote all of their time or business efforts to the affairs of the Company, but shall devote so much of their time and attention to the Company as is reasonably necessary and advisable to manage the affairs of the Company to the best advantage of the Company.

ARTICLE VI - OFFICERS

6.1 Officers.

(a) Generally. The Representative, as set forth below, shall appoint agents of the Company, referred to as “Officers” of the Company as described in this Section 6.1. Unless provided otherwise by resolution of the Member or Representative, the Officers shall have the titles, power, authority and duties described below in this Section 6.1.

(b) Titles and Number. The Officers shall be the Chairman of the Board of Directors (unless the Member or Representative provides otherwise), the President, any and all Vice Presidents, the Secretary and any and all Assistant Secretaries and any Treasurer and any and all Assistant Treasurers and any other Officers appointed pursuant to this Section 6.1. There shall be appointed from time to time, in accordance with this Section 6.1, such Vice Presidents, Secretaries, Assistant Secretaries, Treasurers and Assistant Treasurers as the Member or Representative may desire. Any person may hold two or more offices.

(i) President. The Member or Representative shall elect an individual to serve as President. The President shall be the chief executive officer of the Company. The President may sign, with the secretary, an assistant secretary or any other proper officer of the Company thereunto duly authorized by the Member or Representative, any deeds, mortgages, bonds, contracts or other instruments which the Member or Representative has authorized to be executed except in cases where the execution thereof shall be expressly delegated by the Member or Representative or by this Agreement to some other officer or agent of the Company or shall be required by law to be otherwise executed. In general, the President shall perform all duties incident to the office of President and chief executive officer of the Company and such other duties as may be prescribed from time to time by the Member or Representative.

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(ii) Vice Presidents. The Member or Representative, in their discretion, may elect one or more Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and the Vice President, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned by the President or the Member or Representative.

(iii) Secretary and Assistant Secretaries. The Member or Representative, in their discretion, may elect a Secretary and one or more Assistant Secretaries. The Secretary shall record or cause to be recorded in books provided for that purpose the minutes of the meetings or actions of the Representative and of the Members, shall see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, shall be custodian of all records (other than financial), shall see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Member, the Representative or the President. The Assistant Secretaries shall exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.

(iv) Treasurer and Assistant Treasurers. The Member or Representative, in their discretion, may elect a Treasurer and one or more Assistant Treasurers. The Treasurer shall keep or cause to be kept the books of account of the Company and shall render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Member or Representative or the President. The Treasurer, subject to the order of the Member or Representative, shall have the custody of all funds and securities of the Company. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as this Agreement, the Member, the Representative or the President, shall designate from time to time. The Assistant Treasurers shall exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving or in the absence of the appointed Treasurer and Assistant Treasurer, the President and chief executive officer, or such other Officer as the Member or Representative shall select, shall have the powers and duties conferred upon the Treasurer.

(c) Other Officers and Agents. The Member or Representative may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member or Representative.

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(d) Appointment and Term of Office. The Officers shall be appointed by the Member or Representative at such time and for such terms as the Member or Representative shall determine. Any Officer may be removed, with or without Cause, only by the Member or Representative. Vacancies in any office may be filled only by the Member or Representative.

(e) Powers of Attorney. The Member or Representative may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

(f) Officers’ Delegation of Authority. Unless otherwise provided by resolution of the Member or Representative, no Officer shall have the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Member.

6.2 Compensation. The Officers shall receive such compensation for their services as may be designated by the Member or Representative. In addition, the Officers shall be entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder.

ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS

7.1 Fiscal Year. The fiscal year and taxable year of the Company shall end on December 31 of each year, unless a different year is required by the Code or otherwise established by the Member.

7.2 Books and Records. At all times during the existence of the Company, the Company shall cause to be maintained full and accurate books of account, which shall reflect all Company transactions and be appropriate and adequate for the Company’s business. The books and records of the Company shall be maintained at the principal office of the Company. The Member (or the Member’s designated representative) shall have the right during ordinary business hours and upon reasonable notice to inspect and copy (at the Member’s own expense) all books and records of the Company.

7.3 Bank Accounts. All funds of the Company shall be deposited in a separate bank, money market or similar account(s) approved by the Member and in the Company’s name. Withdrawals therefrom shall be made only by persons authorized to do so by the Member.

ARTICLE VIII - TRANSFERS OF INTERESTS

8.1 General Provisions. The Member may Transfer all or any part of the Member’s Interest. Upon any Transfer to any transferee (a “Transferee”) of all or any part of the Member’s Interest, such Transferee shall become a Member of the Company in place of the Member (a “Substitute Member”) only to the extent that the Member has expressly stated such intention in writing. Except to the extent that a Transferee becomes a Substitute Member, such Transferee

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shall not be entitled to exercise any rights as a Member in the Company, including the right to vote, grant approvals, or give consents with respect to the applicable Interest, the right to require any information or accounting of the Company’s business or the right to inspect the Company’s books and records, but such Transferee shall only be entitled to receive, to the extent of the Interest transferred to such Transferee, the Distributions attributable thereto.

8.2 Redemption of Interests. Any Interest may be redeemed by the Company, by purchase or otherwise, as determined by the Member with the approval of the Member.

ARTICLE IX - DISSOLUTION AND TERMINATION

9.1 Events Causing Dissolution. The Company shall be dissolved only upon the first to occur of the following events:

(a) The written determination of the Member to dissolve.

(b) Upon the entry of a decree of judicial dissolution under Section 18-802 of the Act.

9.2 Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 9.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

9.3 Application of Proceeds. Upon dissolution and liquidation of the Company, the assets of the Company shall be applied and distributed in the order of priority set forth in Section 4.2.

ARTICLE X - MISCELLANEOUS

10.1 Title to the Property. Title to the Property shall be held in the name of the Company. The Member shall not individually have any ownership interest or rights in the Property, except indirectly by virtue of the Member’s ownership of an Interest.

10.2 Nature of Interest in the Company. An Interest shall be personal property for all purposes.

10.3 Notices and Determinations. Any notice or determination required or permitted to be given or made by this Agreement or the Act shall be sufficient if given or made in writing.

10.4 No Third Party Rights. None of the provisions contained in this Agreement shall be for the benefit of or enforceable by any third parties, including, but not limited to, creditors of the Company; provided, however, the Company may enforce any rights granted to the Company under the Act, the Certificate, or this Agreement.

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10.5 Amendments to this Agreement. This Agreement shall not be modified or amended in any manner other than by the Member.

10.6 Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

10.7 Binding Agreement. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

10.8 Headings. The headings of the Certificate and the sections of this Agreement are for convenience only and shall not be considered in construing or interpreting any of the terms or provisions thereof and hereof.

10.9 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

The Company and the Member have executed this Agreement as of the date first written above.

US SALT, LLC
By:	INERGY MIDSTREAM, LLC, its sole Member
	By:	/s/ John J. Sherman
		Name: John J. Sherman
		Title: President
INERGY MIDSTREAM, LLC
By:	/s/ John J. Sherman
	Name: John J. Sherman
	Title: President

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EX-3.49

Exhibit 3.49

            State of Delaware

            Secretary of State

      Division of Corporations

Delivered 09:25 AM 10/04/2007

    FILED 09:13 AM 10/04/2007

SRV 071082910 – 4434495 FILE

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

ARLINGTON STORAGE COMPANY, LLC

THIS CERTIFICATE OF FORMATION of Arlington Storage Company, LLC (the “Company”), dated as of October 4, 2007, is executed and filed by David A. T. Donohue, duly authorized to execute and file this Certificate, for the purpose of forming the Company as a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.).

1. Name. The name of the limited liability company is Arlington Storage Company, LLC.

2. Registered Office; Registered Agent. The Company’s Registered Office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The Resident Agent in charge thereof is: Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the date first above written.

/s/ David A. T. Donohue

David A. T. Donohue, Authorized Person

EX-3.50

Exhibit 3.50

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARLINGTON STORAGE COMPANY, LLC

TABLE OF CONTENTS

			Page
ARTICLE I - DEFINITIONS				1
	1.1	Terms Defined Herein		1
	1.2	Other Definitional Provisions		3
ARTICLE II - BUSINESS PURPOSES AND OFFICES				3
	2.1	Name; Business Purpose		3
	2.2	Powers		3
	2.3	Principal Office		5
	2.4	Registered Office and Registered Agent		5
	2.5	Amendment of the Certificate		5
	2.6	Effective Date		5
	2.7	Liability of Member		5
	2.8	Interest Not Acquired for Resale		5
ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS				6
	3.1	Capital Contributions		6
	3.2	Additional Capital Contributions		6
	3.3	Capital Accounts		6
	3.4	Capital Withdrawal Rights, Interest		6
	3.5	Loans		6
ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS				6
	4.1	Non-Liquidation Cash Distributions		6
	4.2	Liquidation Distributions		6
	4.3	Income, Losses and Credits		7
	4.4	Withholding of Distributions		7
	4.5	Tax Withholding		7
	4.6	Reserves		7
ARTICLE V - MANAGEMENT				7
	5.1	Management		7
	5.2	Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents		7
	5.3	Limitation of Liability; Indemnification		7
	5.4	Contracts with the Member or Affiliates		11
	5.5	Other Business Ventures		11
ARTICLE VI - OFFICERS				11
	6.1	Officers		11
	6.2	Compensation		13
ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS				13
	7.1	Fiscal Year		13
	7.2	Books and Records		13

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	7.3	Bank Accounts	13
ARTICLE VIII - TRANSFERS OF INTERESTS			14
	8.1	General Provisions	14
	8.2	Redemption of Interests	14
ARTICLE IX - DISSOLUTION AND TERMINATION			14
	9.1	Events Causing Dissolution	14
	9.2	Effect of Dissolution	14
	9.3	Application of Proceeds	14
ARTICLE X - MISCELLANEOUS			14
	10.1	Title to the Property	14
	10.2	Nature of Interest in the Company	14
	10.3	Notices and Determinations	15
	10.4	No Third Party Rights	15
	10.5	Amendments to this Agreement	15
	10.6	Severability	15
	10.7	Entire Agreement	15
	10.8	Binding Agreement	15
	10.9	Headings	15
	10.10	Governing Law	15

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FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARLINGTON STORAGE COMPANY, LLC

THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made as of October 5, 2007, by Arlington Storage Company, LLC, a Delaware limited liability company (the “Company”), and Inergy Midstream, LLC, a Delaware limited liability company (the “Member”).

RECITAL:

On June 13, 1989, the Company was incorporated as a Massachusetts corporation. On September 28, 2007, the then existing sole member caused the Company to be converted into a limited liability company under the Act. On September 28, 2007, the then existing sole member adopted the initial limited liability company agreement of the Company (the “Initial LLC Agreement”). As required by the Act, the Member does hereby adopt this Agreement as the amended and restated limited liability company agreement of the Company.

AGREEMENT:

In consideration of the premises and the agreements contained herein, the undersigned declare and agree as follows:

ARTICLE I - DEFINITIONS

1.1 Terms Defined Herein. As used herein, the following terms have the following meanings, unless the context otherwise specifies:

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Agreement” means this First Amended and Restated Limited Liability Company Agreement of the Company as amended from time to time.

“Available Cash” means the aggregate amount of cash on hand or in bank, money market or similar accounts of the Company as of the end of each fiscal quarter derived from any source (other than capital contributions and Liquidation Proceeds) that the Member determines is available for distribution to the Member after taking into account any amount required or appropriate to maintain a reasonable amount of Reserves.

“Capital Account” means the account established and maintained by the Company for the Member and any Transferee pursuant to Section 3.3.

“Certificate” means the Certificate of Formation of the Company filed with the Delaware Secretary of State, as amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provisions of future federal tax laws.

“Company” means Arlington Storage Company, LLC, a Delaware limited liability company.

“Credits” means all tax credits allowed by the Code with respect to activities of the Company or the Property.

“Distributions” means any distributions by the Company to the Member of Available Cash or Liquidation Proceeds or other amounts.

“Fair Value” of an asset means its fair market value.

“Income” and “Loss” mean, respectively, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with the Code.

“Interest” refers to all of the Member’s rights and interests in the Company in the Member’s capacity as a Member, all as provided in the Certificate, this Agreement and the Act, including, without limitation, the Member’s interest in the capital, income, gain, deductions, losses, and credits of the Company.

“Liquidation Proceeds” means all Property at the time of liquidation of the Company and all proceeds thereof.

“Member” means Inergy Midstream, LLC, a Delaware limited liability company, or any successor-in-interest to Inergy Midstream, LLC who becomes a Member as provided in this Agreement.

“Officers” means the officers of the Company as described in Article VI.

“Person” means any individual, partnership, limited liability company, corporation, cooperative, trust or other entity.

“Property” means all properties and assets that the Company may own or otherwise have an interest in from time to time.

“Reserves” means amounts set aside from time to time by the Member pursuant to Section 4.6 of this Agreement.

“Substitute Member” has the meaning set forth in Section 8.1.

“Transfer” means (i) when used as a verb, to give, sell, exchange, assign, transfer, pledge, hypothecate, bequeath, devise or otherwise dispose of or encumber, and (ii) when used as a noun, the nouns corresponding to such verbs, in either case voluntarily or involuntarily, by operation of law or otherwise.

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“Transferee” has the meaning set forth in Section 8.1.

1.2 Other Definitional Provisions.

(a) As used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, have the respective meanings given to them under generally accepted accounting principles.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.

(c) Words of the singular number are deemed to include the plural number, and vice versa, where applicable.

ARTICLE II - BUSINESS PURPOSES AND OFFICES

2.1 Name; Business Purpose. The name of the Company is as stated in the Certificate. The business purpose of the Company is to (a) manage, operate, lease, sell and otherwise deal with any and all assets or properties contributed to the Company by the Member or hereafter acquired by the Company, (b) serve as the general partner of Steuben Gas Storage Company, a New York general partnership (“Steuben”), Arlington Associates Limited Partnership, a Massachusetts limited partnership (“Arlington Associates”), and Adrian Associates Limited Partnership, a Delaware limited partnership (“Adrian Associates”), and, in connection therewith, to exercise all the rights and powers conferred upon the Company as the general partner of Steuben, Arlington Associates and Adrian Associates pursuant to the partnership or limited partnership agreements and charter documents of each of Steuben, Arlington Associates and Adrian Associates, (c) serve as the sole member or stockholder of its subsidiaries and, in connection therewith, to exercise all the rights and powers conferred upon the Company as the sole member or stockholder of such subsidiaries pursuant to the operating agreements or charter documents of each of such subsidiaries, (d) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the Member and which lawfully may be conducted by a limited liability company organized pursuant to the Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity, and (e) do anything necessary or appropriate that the Member reasonably determines, as of the date of the acquisition or commencement of such activity, that such activity (i) generates “qualifying income” (as such term is defined pursuant to Section 7704 of the Code) or (ii) enhances the operations of an activity of the Company, and to do any and all things necessary, appropriate or incidental thereto. The Company is formed only for such business purpose and will not be deemed to create any declaration or agreement by the Company or the Member with respect to any other activities whatsoever other than the activities within such business purpose.

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2.2 Powers. In addition to the powers and privileges conferred upon the Company by law and those incidental thereto, the Company has the same powers as a natural person to do all things necessary or convenient to carry out its business and affairs, including, without limitation, the power to do the following:

(a) Sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name;

(b) Issue, by sale or otherwise, or acquire, by purchase, redemption or otherwise, any Interest;

(c) Purchase, take, receive, lease as lessee, take by gift, legacy, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with any real or personal property, or any interest therein, wherever situated;

(d) Sell, convey, mortgage, pledge, lease as lessor, exchange, transfer, and otherwise dispose of all, any part of, or any interest in, its property and assets;

(e) Lend money to and otherwise assist its Member and employees, except as otherwise provided in this Agreement or the Certificate;

(f) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign limited liability companies, corporations, associations, general or limited partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g) Incur liabilities, borrow money for its proper purposes at any rate of interest that the Company may determine without regard to the restrictions of any usury law of the State of Delaware, issue notes, bonds, and other obligations, secure any of its obligations by mortgage or pledge or deed of trust of all or any part of its property, franchises, and income, and make contracts, including contracts of guaranty and suretyship;

(h) Invest its surplus funds from time to time, lend money for its proper purposes, and take and hold real and personal property as security for payment of funds so loaned or invested;

(i) Conduct its business, carry on its operations, have offices within and without the State of Delaware, and exercise in any other state, territory, district, or possession of the United States or in any foreign country the powers granted by the Act, the Certificate or this Agreement;

(j) Appoint agents and hire employees of the Company, define their duties, and fix their compensation and to indemnify them to the extent and in the manner permitted by law;

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(k) Make and alter this Agreement, in any manner not inconsistent with the Certificate or with the laws of the State of Delaware, for the administration and regulation of the affairs of the Company;

(l) Make donations for the public welfare or for charitable, scientific, religious, or educational purposes, lend money to the government, and transact any lawful business in aid of the United States;

(m) Establish deferred compensation plans, pension plans, profit-sharing plans, bonus plans, option plans, and other incentive plans for its employees and make the payments provided for therein;

(n) Become a promoter, partner, member, associate, or manager of any general partnership, limited partnership, joint venture or similar association, any other limited liability company, or other enterprise; and

(o) Cease the activities of the Company and surrender the franchise of the Company.

2.3 Principal Office. The principal office of the Company will be located at such place or places as the Member may determine from time to time.

2.4 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Company in the State of Delaware will be as stated in the Certificate. The registered office and registered agent of the Company in the State of Delaware may be changed, from time to time, by the Member.

2.5 Amendment of the Certificate. The Company will amend the Certificate at such time or times and in such manner as may be required by the Act and this Agreement.

2.6 Effective Date. This Agreement is effective on the date of this Agreement.

2.7 Liability of Member. No Member, solely by reason of being a Member, will be liable, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will not be grounds for imposing liability on the Member for liabilities of the Company.

2.8 Interest Not Acquired for Resale. The Member is acquiring an Interest for the Member’s own account as an investment and without an intent to distribute such Interest, which Interest has not been registered under the Securities Act of 1933, as amended, or any state securities laws, and the Member’s Interest may not be resold or transferred without appropriate registration or the availability of an exemption from such requirements.

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ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS

3.1 Capital Contributions. Prior to or upon execution of this Agreement, the Member has or will contribute to the capital of the Company the cash and other assets set forth in Schedule A attached hereto.

3.2 Additional Capital Contributions. The Member is not obligated to make any additional contributions to the capital of the Company and, accordingly, the Member is not liable for damage to the Company as a result of the failure of the Member to make any additional contributions. The Member may, however, make such additional contributions to the capital of the Company as determined from time to time and approved by the Member.

3.3 Capital Accounts. A Capital Account will be maintained by the Company for the Member and any Transferee.

3.4 Capital Withdrawal Rights, Interest. Except as expressly provided in this Agreement, (a) the Member is not entitled to withdraw or reduce the Member’s Capital Account or to receive any Distributions, (b) the Member is not entitled to demand or receive any Distribution in any form other than in cash, and (c) the Member is not entitled to receive or be credited with any interest on any balance in the Member’s Capital Account at any time.

3.5 Loans. The Member may make loans to the Company in such amounts, at such times, and on such terms and conditions as may be determined and approved by the Member. Loans by the Member to the Company will not be considered as contributions to the capital of the Company.

ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS

4.1 Non-Liquidation Cash Distributions. The amount, if any, of Available Cash may be determined and distributed by the Member at any time and from time to time.

4.2 Liquidation Distributions. Liquidation Proceeds will be distributed in the following order of priority:

(a) To the payment of debts and liabilities of the Company (including to the Member to the extent otherwise permitted by law and applicable contractual restrictions) and the expenses of liquidation.

(b) Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves must be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person deems advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, will be distributed as hereinafter provided.

(c) The remainder to the Member.

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4.3 Income, Losses and Credits. The Company’s Income or Loss, as the case may be, and applicable Credits, for each fiscal year of the Company, as determined in accordance with such method of accounting as may be adopted for the Company, will be allocated to the Member for both financial accounting and income tax purposes, except as otherwise provided for herein or unless the Member determines otherwise.

4.4 Withholding of Distributions. Notwithstanding any other provision of this Agreement, the Member (or any Person required or authorized by law to wind up the Company’s affairs) may suspend, reduce or otherwise restrict Distributions of Available Cash and Liquidation Proceeds when, in the Member’s sole opinion, such action is in the best interests of the Company.

4.5 Tax Withholding. Notwithstanding any other provision of this Agreement, the Member may take any action that the Member determines is necessary or appropriate to cause the Company to comply with any withholding requirements established under any federal, state or local tax law, including, without limitation, withholding on any Distribution to the Member. For all purposes of this Article IV, any amount withheld on any Distribution and paid over to the appropriate governmental body may be treated as if such amount had in fact been distributed to the Member.

4.6 Reserves. The Member has the right to establish, maintain and expend Reserves to provide for working capital, for future maintenance, repair or replacement of the Property, for debt service, for future investments and for such other purposes as the Member may deem necessary or advisable.

ARTICLE V - MANAGEMENT

5.1 Management. Except as expressly limited by law or this Agreement, the Property, business and affairs of the Company will be managed by one natural person, as designated by the Member, who is referred to as the “Representative.” The Member hereby designates John J. Sherman as the Representative. The Representative will hold office until the Representative’s successor is designated by the Member or until the Representative’s earlier death or resignation.

5.2 Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents. The Member or the Member’s designee is authorized to execute and file with the Secretary of State of Delaware any document permitted or required by the Act. The Member hereby waives any requirement under the Act of receiving a copy of any document filed with the Secretary of State of Delaware. The Member hereby ratifies and affirms the Certificate as heretofore filed on behalf of the Company.

5.3 Limitation of Liability; Indemnification.

(a) Limitation. No Person will be liable to the Company or its Member for any loss, damage, liability or expense suffered by the Company or its Member on account of any action taken or omitted to be taken by such Person as a Member of the Company or by such Person while serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, if such Person discharges such

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Person’s duties in good faith, exercising the same degree of care and skill that a prudent person would have exercised under the circumstances in the conduct of such prudent person’s own affairs, and in a manner such Person reasonably believes to be in the best interest of the Company. The Member’s liability hereunder will be limited only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company.

(b) Right to Indemnification. The Company will indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that such Person is or was a Member of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Company is not required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company is not required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Member; provided, further, that a Member will be indemnified hereunder only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company or any Other Enterprise and that the provisions of this Section 5.3 are not intended to extend indemnification to the Member for any actions taken or omitted to be taken by the Member in any other connection, including, but not limited to, any other express obligation of the Member undertaken in this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

(c) Enforcement of Indemnification. If the Company refuses to indemnify any Person who may be entitled to be indemnified or to have expenses advanced under this Section 5.3, such Person may maintain an action in any court of competent jurisdiction against the Company to determine whether or not such Person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the Person is determined to be entitled to such indemnification or advancement of expenses, such Person will be reimbursed by the Company for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

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(d) Advancement of Expenses. Expenses (including attorneys’ fees) reasonably incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, will be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Person to repay such amount if it is ultimately determined that such Person is not entitled to indemnification by the Company. In no event will any advance be made in instances where the Member or independent legal counsel reasonably determines that such Person would not be entitled to indemnification hereunder.

(e) Non-Exclusivity. The indemnification and the advancement of expenses provided by this Section 5.3 are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, or any agreement, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and will not limit in any way any right that the Company may have to make additional indemnifications with respect to the same or different Persons or classes of Persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.3 will continue as to a Person who has ceased to be a Member of the Company, and as to a Person who has ceased serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and will inure to the benefit of the heirs, executors and administrators of such Person.

(f) Insurance. Upon the approval of the Member the Company may purchase and maintain insurance on behalf of any Person who is or was a Member, agent or employee of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Company would have the power, or the obligation, to indemnify such Person against such liability under the provisions of this Section 5.3.

(g) Amendment and Vesting of Rights. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 5.3 may not be amended or repealed and the rights to indemnification and advancement of expenses created hereunder may not be changed, altered or terminated except by the Member. The rights granted or created hereby will be vested in each Person entitled to indemnification hereunder as a bargained-for, contractual condition of such Person’s serving or having served as a Member of the Company or serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and, while this Section 5.3 may be amended or repealed, no such amendment or repeal will release, terminate or adversely affect the rights of such Person under this Section 5.3 with respect to any act taken or the failure to take any act by such Person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

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(h) Definitions. For purposes of this Section 5.3, references to:

(i) The “Company” includes, in addition to the resulting or surviving limited liability company (or other entity), any constituent limited liability company (or other entity) (including any constituent of a constituent) absorbed in a consolidation or merger so that any Person who is or was a member or manager of such constituent limited liability company (or other entity), or is or was serving at the request of such constituent limited liability company (or other entity) as a director, officer or in any other comparable position of any Other Enterprise stands in the same position under the provisions of this Section 5.3 with respect to the resulting or surviving limited liability company as such Person would if such Person had served the resulting or surviving limited liability company (or other entity) in the same capacity;

(ii) “Other Enterprises” or “Other Enterprise” includes, without limitation, any other limited liability company, corporation, partnership, joint venture, trust or employee benefit plan;

(iii) “fines” includes any excise taxes assessed against a person with respect to an employee benefit plan;

(iv) “defense” includes investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and also includes any defensive assertion of a cross-claim or counterclaim; and

(v) “serving at the request of the Company” includes any service as a director, officer or in any other comparable position that imposes duties on, or involves services by, a Person with respect to an employee benefit plan, its participants, or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan will be deemed to have acted “in the best interest of the Company” as referred to in this Section 5.3.

(i) Severability. If any provision of this Section 5.3 or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 5.3 and the application of such provision to other Persons or circumstances will not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable will modify and construe the provision so as to render it valid and enforceable as against all Persons and to give the maximum possible protection to Persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if the Member of the Company or any Person who is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, is entitled under any provision of this Section 5.3 to indemnification by the Company for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such Person in connection with any threatened, pending or completed action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such

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action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Company will nevertheless indemnify such Person for the portion thereof to which such Person is entitled.

5.4 Contracts with the Member or Affiliates. No contract or transaction between the Company and the Member or between the Company and any Person in which the Member is a director or officer, or has a financial interest, will be void or voidable solely for this reason, and the Member is not obligated to account to the Company for any profit or benefit derived by the Member if the Member consents to such contract or transaction.

5.5 Other Business Ventures. The Member may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others, whether or not similar to or in competition with the business of the Company, and neither the Company nor the Member will have any right by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom. The Member is not required to devote all of its time or business efforts to the affairs of the Company, but will devote so much of their time and attention to the Company as is reasonably necessary and advisable to manage the affairs of the Company to the best advantage of the Company.

ARTICLE VI - OFFICERS

6.1 Officers.

(a) Generally. The Representative, as set forth below, will appoint agents of the Company, referred to as “Officers” of the Company as described in this Section 6.1. Unless provided otherwise by resolution of the Member or Representative, the Officers will have the titles, power, authority and duties described below in this Section 6.1.

(b) Titles and Number. The Officers will be the Chairman of the Board of Directors (unless the Member or Representative provides otherwise), the President, any and all Vice Presidents, the Secretary and any and all Assistant Secretaries and any Treasurer and any and all Assistant Treasurers and any other Officers appointed pursuant to this Section 6.1. There may be appointed from time to time, in accordance with this Section 6.1, such Vice Presidents, Secretaries, Assistant Secretaries, Treasurers and Assistant Treasurers as the Member or Representative may desire. Any person may hold two or more offices.

(i) President. The Member or Representative will elect an individual to serve as President. The President will be the chief executive officer of the Company. The President may sign, with the secretary, an assistant secretary or any other proper officer of the Company thereunto duly authorized by the Member or Representative, any deeds, mortgages, bonds, contracts or other instruments which the Member or Representative has authorized to be executed except in cases where the execution thereof is expressly delegated by the Member or Representative or by this Agreement to some other officer or agent of the Company or is required by law to be otherwise executed. In general, the

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President will perform all duties incident to the office of President and chief executive officer of the Company and such other duties as may be prescribed from time to time by the Member or Representative.

(ii) Vice Presidents. The Member or Representative, in their discretion, may elect one or more Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) will perform the duties of the President, and the Vice President, when so acting, will have all of the powers and be subject to all the restrictions upon the President. Each Vice President will perform such other duties as from time to time may be assigned by the President or the Member or Representative.

(iii) Secretary and Assistant Secretaries. The Member or Representative, in their discretion, may elect a Secretary and one or more Assistant Secretaries. The Secretary will record or cause to be recorded in books provided for that purpose the minutes of the meetings or actions of the Representative and of the Members, will see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, will be custodian of all records (other than financial), will see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, will perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Member, the Representative or the President. The Assistant Secretaries will exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.

(iv) Treasurer and Assistant Treasurers. The Member or Representative, in their discretion, may elect a Treasurer and one or more Assistant Treasurers. The Treasurer will keep or cause to be kept the books of account of the Company and will render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Member or Representative or the President. The Treasurer, subject to the order of the Member or Representative, will have the custody of all funds and securities of the Company. The Treasurer will perform all other duties commonly incident to his office and will perform such other duties and have such other powers as this Agreement, the Member, the Representative or the President, will designate from time to time. The Assistant Treasurers will exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers will possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving or in the absence of the appointed Treasurer and Assistant Treasurer, the President and chief executive officer, or such other Officer as the Member or Representative selects, will have the powers and duties conferred upon the Treasurer.

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(c) Other Officers and Agents. The Member or Representative may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who will hold their offices for such terms and will exercise such powers and perform such duties as is determined from time to time by the Member or Representative.

(d) Appointment and Term of Office. The Officers will be appointed by the Member or Representative at such time and for such terms as the Member or Representative determines. Any Officer may be removed, with or without Cause, only by the Member or Representative. Vacancies in any office may be filled only by the Member or Representative.

(e) Powers of Attorney. The Member or Representative may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

(f) Officers’ Delegation of Authority. Unless otherwise provided by resolution of the Member or Representative, no Officer has the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Member.

6.2 Compensation.

The Officers will receive such compensation for their services as may be designated by the Member or Representative. In addition, the Officers are entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder.

ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS

7.1 Fiscal Year. The fiscal year and taxable year of the Company ends on September 30 of each year, unless a different year is required by the Code or otherwise established by the Member.

7.2 Books and Records. At all times during the existence of the Company, the Company will cause to be maintained full and accurate books of account, which will reflect all Company transactions and be appropriate and adequate for the Company’s business. The books and records of the Company must be maintained at the principal office of the Company. The Member (or the Member’s designated representative) will have the right during ordinary business hours and upon reasonable notice to inspect and copy (at the Member’s own expense) all books and records of the Company.

7.3 Bank Accounts. All funds of the Company must be deposited in a separate bank, money market or similar account approved by the Member and in the Company’s name. Withdrawals therefrom may be made only by persons authorized to do so by the Member.

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ARTICLE VIII - TRANSFERS OF INTERESTS

8.1 General Provisions. The Member may Transfer all or any part of the Member’s Interest. Upon any Transfer to any transferee (a “Transferee”) of all or any part of the Member’s Interest, such Transferee will become a Member of the Company in place of the Member (a “Substitute Member”) only to the extent that the Member has expressly stated such intention in writing. Except to the extent that a Transferee becomes a Substitute Member, such Transferee will not be entitled to exercise any rights as a Member in the Company, including the right to vote, grant approvals, or give consents with respect to the applicable Interest, the right to require any information or accounting of the Company’s business or the right to inspect the Company’s books and records, but such Transferee will only be entitled to receive, to the extent of the Interest transferred to such Transferee, the Distributions attributable thereto.

8.2 Redemption of Interests. Any Interest may be redeemed by the Company, by purchase or otherwise, as determined by the Member with the approval of the Member.

ARTICLE IX - DISSOLUTION AND TERMINATION

9.1 Events Causing Dissolution. The Company will be dissolved only upon the first to occur of the following events:

(a) The written determination of the Member to dissolve.

(b) Upon the entry of a decree of judicial dissolution under Section 18-802 of the Act.

9.2 Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Member will take such actions as may be required pursuant to the Act and will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Member will have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 9.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

9.3 Application of Proceeds. Upon dissolution and liquidation of the Company, the assets of the Company will be applied and distributed in the order of priority set forth in Section 4.2.

ARTICLE X - MISCELLANEOUS

10.1 Title to the Property. Title to the Property will be held in the name of the Company. The Member will not individually have any ownership interest or rights in the Property, except indirectly by virtue of the Member’s ownership of an Interest.

10.2 Nature of Interest in the Company. An Interest is personal property for all purposes.

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10.3 Notices and Determinations. Any notice or determination required or permitted to be given or made by this Agreement or the Act is sufficient if given or made in writing.

10.4 No Third Party Rights. None of the provisions contained in this Agreement are for the benefit of or enforceable by any third parties, including, but not limited to, creditors of the Company; provided, however, the Company may enforce any rights granted to the Company under the Act, the Certificate, or this Agreement.

10.5 Amendments to this Agreement. This Agreement may not be modified or amended in any manner other than by the Member.

10.6 Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement will not be affected thereby and will remain in full force and effect and will be enforced to the greatest extent permitted by law.

10.7 Entire Agreement. This Agreement, together with the Certificate, constitutes the entire agreement between the Members, in such capacity, and supersedes all previous agreements, including the Initial LLC Agreement, relative to the formation, operation and continuation of the Company.

10.8 Binding Agreement. The provisions of this Agreement are binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

10.9 Headings. The headings of the Certificate and the sections of this Agreement are for convenience only and may not be considered in construing or interpreting any of the terms or provisions thereof and hereof.

10.10 Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Delaware.

[signature page follows]

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The Company and the Member have executed this Agreement as of the date first written above.

ARLINGTON STORAGE COMPANY, LLC
By:	INERGY MIDSTREAM, LLC, its sole Member
	By:	/s/ John J. Sherman
		Name: John J. Sherman,
		Title: President
INERGY MIDSTREAM, LLC
By:	/s/ John J. Sherman
	Name: John J. Sherman,
	Title: President

16

SCHEDULE A

Initial Capital Contribution

Description	Amount or Net Fair Value
Cash	$	1,000.00

EX-3.51

Exhibit 3.51

CERTIFICATE OF INCORPORATION

OF

IPCH ACQUISITION CORP.

FIRST. The name of the Corporation is:

IPCH ACQUISITION CORP.

SECOND. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 Wilmington, County of New Castle, Delaware, 19808. The name of its registered agent at such address is the Corporation Service Company.

THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges which are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation.

FOURTH.

(a) The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of common stock, of the par value of $0.01 per share.

The Board of Directors is authorized to provide by resolution or resolutions for the issuance of shares of stock of any class or of any series of any class at any time and from time to time and, by filing a certificate of designations in the manner prescribed under the laws of the State of Delaware, to fix and amend the voting powers, full or limited, or no voting powers, and the designations, preferences and relative, participating, optional or other special rights, if any, and qualifications, limitations or restrictions thereof. Unless otherwise provided in any such resolution or resolutions, the number of shares of stock of any such series to which such resolution or resolutions apply may be increased (but not above the total number of authorized shares of the class) or decreased (but not below the number of shares thereof then outstanding) by filing a certificate of designations in the manner prescribed under the laws of the State of Delaware.

(b) No holder of any shares of stock of the Corporation of any class shall be entitled as such, as a matter of right, to subscribe for or purchase any shares of stock of the Corporation of any class, whether now or hereafter authorized or whether issued for cash, property or services or as a dividend or otherwise, or to subscribe for or purchase any obligations, bonds, notes, debentures, other securities or stock convertible into shares of stock of the Corporation of any class or carrying or evidencing any right to purchase shares of stock of any class.

(c) Section 203 (as amended from time to time) of the General Corporation Law of Delaware shall not apply to any business combination (as defined in such law from time to time) of the Corporation with any interested stockholder (as defined in such law from time to time) of the Corporation.

(d) Any action required or permitted to be taken by stockholders of the Corporation, including but not limited to the election of directors, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take action at a meeting at which all shares entitled to vote thereon are present and voted.

FIFTH. The name and mailing address of the incorporator are as follows:

Name	Address
SMF REGISTERED SERVICES, INC.	1201 Walnut St., Suite 2800
	Kansas City, MO 64141

SIXTH. The number of directors of the Corporation shall be fixed by, or in the manner provided in, the Bylaws. The name and mailing address of the person who is to serve as the initial director of the Corporation, each of whom shall serve until such director’s successor is duly elected and qualified, or until such director’s earlier resignation or removal, are as follows:

Name	Address
John J. Sherman	1101 Walnut, Suite 1500
	Kansas City, Missouri 64106

SEVENTH. Elections of directors need not be by ballot unless the Bylaws of the Corporation shall so provide.

EIGHTH. The original Bylaws of the Corporation shall be adopted in any manner provided by law. Thereafter, the Bylaws of the Corporation may from time to time be amended or repealed, or new Bylaws may be adopted, in any of the following ways: (i) by the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote, or (ii) by a majority of the full Board of Directors, and any change so made by the stockholders may thereafter be further changed by a majority of the directors; provided, however, that the power of the Board of Directors to alter, amend or repeal the Bylaws, or to adopt new Bylaws, (A) may be denied as to any Bylaw or portion thereof by the stockholders if at the time of enactment the stockholders shall so expressly provide and (B) such power of the Board of Directors shall not divest the stockholders of the power, nor limit their power to amend or repeal the Bylaws, or to adopt new Bylaws.

NINTH. The Corporation may agree to the terms and conditions upon which any director, officer, employee or agent accepts his office or position and in its Bylaws, by contract or in any other manner may agree to indemnify and protect any director, officer, employee or agent of the Corporation, or any person who serves at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the fullest extent permitted by the laws (including, without limitation, the statutes, case law and principles of equity) of the State of Delaware.

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Without limiting the generality of the foregoing provisions of this Article NINTH, to the fullest extent permitted or authorized by the laws of Delaware as now in effect and as the same may from time to time hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the immediately preceding sentence shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to or at the time of such repeal or modification.

TENTH. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

ELEVENTH. Except as may be otherwise provided by statute, the Corporation shall be entitled to treat the registered holder of any shares of the Corporation as the owner of such shares and of all rights derived from such shares for all purposes, and the Corporation shall not be obligated to recognize any equitable or other claim to or interest in such shares or rights on the part of any other person, including, but without limiting the generality of the term “person” to, a purchaser, pledgee, assignee or transferee of such shares or rights, unless and until such person becomes the registered holder of such shares. The foregoing shall apply whether or not the Corporation shall have either actual or constructive notice of the claim by or the interest of such person.

TWELFTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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The undersigned, for the purpose of forming a corporation under the General Corporation Law of Delaware, does hereby execute this Certificate, and does hereby declare and certify that this is the act and deed of the undersigned and the facts herein stated are true, and accordingly the undersigned has executed this Certificate of Incorporation as of the 27^th day of November, 2001.

SMF REGISTERED SERVICES, INC.
By:	/s/ Ward D. Stauffer
	Ward D. Stauffer, Vice President

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EX-3.52

Exhibit 3.52

BYLAWS

OF

IPCH ACQUISITION CORP.

As adopted by the Board of Directors on the 27^th day of November, 2001.

TABLE OF CONTENTS

		Page
ARTICLE I OFFICES AND RECORDS			1
1.1	Corporate Offices		1
1.2	Registered Office and Registered Agent		1
1.3	Books, Accounts and Records, and Inspection Rights		1
ARTICLE II STOCKHOLDERS			1
2.1	Place of Meetings		1
2.2	Annual Meetings		2
2.3	Special Meetings		2
2.4	Consent of Stockholders in Lieu of Meeting		2
2.5	Notice		3
2.6	Waiver of Notice		4
2.7	Quorum; Voting Requirements		4
2.8	Proxies		5
2.9	Voting		5
2.10	Stockholders’ Lists		5
2.11	Stock Ledger		6
ARTICLE III BOARD OF DIRECTORS			6
3.1	Number		6
3.2	Powers of the Board		6
3.3	Meetings of the Newly Elected Board		6
3.4	Notice of Meetings; Waiver of Notice		7
3.5	Meetings by Conference Telephone or Similar Communications Equipment		7
3.6	Action Without a Meeting		8
3.7	Quorum; Voting Requirements		8
3.8	Vacancies and Newly Created Directorships		8
3.9	Committees		8
3.10	Compensation		9
3.11	Resignations		9
3.12	Reliance on Records		9
ARTICLE IV OFFICERS			10
4.1	Designations		10
4.2	Term of Office		10
4.3	Other Agents		10
4.4	Removal		10
4.5	Salaries and Compensation		10
4.6	Delegation of Authority to Hire, Discharge and Designate Duties		11
4.7	Chairman of the Board		11
4.8	President		11
4.9	Vice Presidents		12
4.10	Secretary and Assistant Secretaries		12
4.11	Treasurer and Assistant Treasurers		13
4.12	Duties of Officers May Be Delegated		13

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ARTICLE V LIABILITY AND INDEMNIFICATION		14
5.1	Limitation of Liability	14
5.2	Indemnification, Generally	14
5.3	Indemnification in Actions by Third Parties	14
5.4	Indemnification in Derivative Actions	15
5.5	Indemnification for Expenses	15
5.6	Determination of Right to Indemnification	15
5.7	Advancement of Expenses	16
5.8	Non-Exclusivity	16
5.9	Insurance	16
5.10	Vesting of Rights	17
5.11	Definitions	17
5.12	Severability	18
ARTICLE VI STOCK		18
6.1	Certificates for Shares of Stock	18
6.2	Transfers of Stock	18
6.3	Registered Stockholders	19
6.4	Record Date	19
6.5	Regulations	20
6.6	Lost Certificates	20
ARTICLE VII CORPORATE FINANCE		20
7.1	Dividends	20
7.2	Creation of Reserves	21
ARTICLE VIII GENERAL PROVISIONS		21
8.1	Fiscal Year	21
8.2	Corporate Seal	21
8.3	Depositories	21
8.4	Contracts	21
8.5	Amendments	21

ii

BYLAWS

OF

IPCH ACQUISITION CORP.

ARTICLE I

OFFICES AND RECORDS

1.1 Corporate Offices. The principal office of the Corporation shall be located at 1101 Walnut, Suite 1500, Kansas City, Missouri 64106. The Corporation may have such other corporate offices and places of business anywhere within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Corporation may require.

1.2 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Corporation in the State of Delaware shall be as stated in the Certificate of Incorporation or as determined from time to time by the Board of Directors and on file in the appropriate public offices of the State of Delaware pursuant to applicable provisions of law.

1.3 Books, Accounts and Records, and Inspection Rights. The books, accounts and records of the Corporation, except as otherwise required by the laws of the State of Delaware, may be kept outside of the State of Delaware, at such place or places as the Board of Directors may from time to time designate. Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during regular business hours, to inspect, for any proper purpose, the Corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom.

ARTICLE II

STOCKHOLDERS

2.1 Place of Meetings.

(a) All meetings of the stockholders shall be held at the offices of the Corporation in the City of Kansas City, State of Missouri, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. The Board of Directors may, in its sole discretion, determine that any meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication that satisfies the provisions of Section 2.1(b) of these Bylaws.

(b) If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders of the Corporation not physically present at a meeting of stockholders may, by means of remote communication (i) participate in the meeting of stockholders, and (ii) be deemed present in person and vote at the meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication; provided that (A) the

Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

2.2 Annual Meetings. An annual meeting of the stockholders of the Corporation shall be held on the second Tuesday in November of each year, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 9:00 a.m., or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At such meeting, the stockholders shall elect directors by a plurality vote. Each director shall be elected to serve until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal. At the annual meeting the stockholders may transact such other business as may be desired, whether or not the same was specified in the notice of the meeting, unless the consideration of such other business without its having been specified in the notice of the meeting as one of the purposes thereof is prohibited by law.

2.3 Special Meetings. Special meetings of the stockholders may be held for any purpose or purposes unless otherwise prohibited by statute or by the Certificate of Incorporation, and may be called by the Chairman of the Board, by the President, by the Secretary, by the Board of Directors, or by the holders of, or by any officer or stockholder upon the written request of the holders of, not less than 25% of the outstanding stock entitled to vote on the subject matter at such meeting, and shall be called by any officer directed to do so by the Board of Directors or requested to do so in writing by a majority of the Board of Directors. Such written request shall state the purpose or purposes of the proposed meeting.

The “call” and the “notice” of any such meeting shall be deemed to be synonymous.

2.4 Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which the proceedings of meetings of stockholders are recorded.

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Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.4 to the Corporation, written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder shall be deemed to be written, signed and dated for the purposes of this Section 2.4, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (a) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxy holder and (b) the date on which such stockholder or proxy holder transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission, may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

2.5 Notice. Written notice of each meeting of the stockholders, whether annual or special, stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes thereof, shall be given to each stockholder of record of the Corporation entitled to vote at such meeting, either personally or by mail, not less than 10 days nor more than 60 days prior to the meeting. If mailed, such notice shall be deemed to be delivered when it is deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholders’ address as it appears on the records of the Corporation.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. A stockholder’s consent to the receipt of

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notice by electronic transmission shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (a) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (b) such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Notice given by electronic transmission shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder.

2.6 Waiver of Notice. Whenever any notice is required to be given to any stockholder under any law, the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance by a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.

2.7 Quorum; Voting Requirements; Adjourned Meetings. The holders of a majority of the outstanding shares of stock entitled to vote at any meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of any business, except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws. In all matters other than the election of directors, the affirmative vote of a majority in amount of stock of such quorum shall be valid as a corporate act, except in those specific instances in which a larger vote is required by law or by the Certificate of Incorporation or by these Bylaws. Directors shall be elected by a plurality of the votes present in person or represented by proxy at a meeting at which a quorum is present and entitled to vote on the election of directors.

If the holders of a majority of the outstanding shares of stock entitled to vote are not present in person or represented by proxy, at a meeting of stockholders, the holders of a majority of the stock present in person or represented by proxy at such meeting shall have power successively to adjourn the meeting from time to time to another time or place. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which such adjournment is taken. At such adjourned meeting at

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which a quorum is present in person or by proxy, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.8 Proxies. Each stockholder having the right to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may personally vote, consent or dissent or may authorize another person or persons to act for such stockholder by proxy appointed by an instrument in writing executed by such stockholder or by the transmission of a telegram, cablegram, or other means of electronic transmission which sets forth or is submitted with information from which it can be determined that the transmission was authorized by the stockholder. No proxy shall be voted or acted upon after three years from its date unless the proxy shall provide for a longer period.

2.9 Voting. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall have one vote for each share of stock entitled to vote at such meeting registered in the name of such stockholder on the books of the Corporation including, without limitation, respecting the election of directors. At all meetings of stockholders the voting may be otherwise than by ballot, including the election of directors, except that, unless otherwise provided in the Certificate of Incorporation, any qualified voter may demand a vote by written ballot on any matter, in which event such vote shall be taken by written ballot. If authorized by the Board of Directors, any requirement for a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

2.10 Stockholders’ Lists. The Secretary or an Assistant Secretary, who shall have charge of the stock ledger, shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number and class of shares registered in the name of each stockholder. The Corporation may, but shall not be required to, include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

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2.11 Stock Ledger. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required under Section 2.10 of these Bylaws or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

ARTICLE III

BOARD OF DIRECTORS

3.1 Number. Unless and until changed by the Board of Directors as hereinafter provided, the number of directors to constitute the Board of Directors shall be the same as the number of directors provided for the first Board in the Certificate of Incorporation or, if not so provided, shall be the same as the number of directors elected by the incorporator or incorporators as the initial directors of the Corporation. The Board of Directors shall have the power to change the number of directors by resolution adopted by a majority of the whole Board unless that number of directors is established in the Certificate of Incorporation. If the number of directors is established in the Certificate of Incorporation, then the number may be changed only by amendment of the Certificate of Incorporation. Unless otherwise provided for in the Certificate of Incorporation, directors need not be stockholders of the Corporation.

3.2 Powers of the Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities by these Bylaws and the Certificate of Incorporation expressly conferred upon it, the Board of Directors may exercise all such powers of the Corporation, and do all such lawful acts and things, that are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

3.3 Meetings of the Newly Elected Board. The first meeting of the members of each newly elected Board of Directors shall be held (a) at such time and place either within or without the State of Delaware as shall be suggested or provided by resolution of the stockholders at the meeting at which such newly elected Board was elected, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or (b) if not so suggested or provided for by resolution of the stockholders or if a quorum shall not be present, at such time and place as shall be consented to in writing by a majority of the newly elected directors, provided that written or printed notice of such meeting shall be given to each of the other directors in the same manner as provided in Section 3.4 of these Bylaws with respect to the giving of notice for special meetings of the Board except that it shall not be necessary to state the purpose of the meeting in such notice, or (c) regardless of whether or not the time and place of such meeting shall be suggested or provided for by resolution of the stockholders, at such time and place as shall be consented to in writing by all of the newly elected directors.

Every director of the Corporation, upon such director’s election, shall qualify by accepting the office of director, and such director’s attendance at, or written approval of the minutes of, any meeting of the Board subsequent to such election shall constitute such director’s acceptance of such office; or such director may execute such acceptance by a separate writing, which shall be placed in the minute book.

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3.4 Notice of Meetings; Waiver of Notice.

(a) Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and places either within or without the State of Delaware as shall from time to time be fixed by resolution adopted by the full Board of Directors. Any business may be transacted at a regular meeting.

(b) Special Meetings.

(i) Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the President, any Vice President, the Secretary, or any of the directors. The place may be within or without the State of Delaware as designated in the notice.

(ii) Written notice of each special meeting of the Board of Directors, stating the place, date and hour of the meeting and the purpose or purposes thereof, shall be mailed to each director at least three days before the day on which the meeting is to be held, or shall be sent to the director by telegram, or delivered to the director personally, at least two days before the day on which the meeting is to be held. If mailed, such notice shall be deemed to be delivered when it is deposited in the United States mail with postage thereon addressed to the director at the director’s residence or usual place of business. If given by telegraph, such notice shall be deemed to be delivered when it is delivered to the telegraph company. The notice may be given by any person having authority to call the meeting.

(iii) “Notice” and “call” with respect to such meetings shall be deemed to be synonymous.

(c) Waiver of Notice. Whenever any notice is required to be given to any director under any law, the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the director entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because it was not lawfully called or convened. Neither the business to be transacted at, nor the purposes of, any regular or special meeting of the directors or members of a committee of directors need be specified in any waiver of notice unless so required by the Certificate of Incorporation or these Bylaws.

3.5 Meetings by Conference Telephone or Similar Communications Equipment. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board, may participate in a meeting of the Board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by that means shall constitute presence in person at such meeting.

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3.6 Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing or by electronic transmission and each such writing or electronic transmission is filed with the minutes of proceedings of the Board or of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.7 Quorum; Voting Requirements.

(a) Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, a majority of the total number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

(b) If at least one-third of the total number of directors is present at any meeting at which a quorum is not present, a majority of the directors present at such meeting shall have power successively to adjourn the meeting from time to time to a subsequent date, without notice to any director other than announcement at the meeting at which the adjournment is taken. At such subsequent session of the adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting which was adjourned. If the adjournment is for more than 30 days, a notice of the subsequent session of the adjourned meeting shall be given each director.

3.8 Vacancies and Newly Created Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, unless it is otherwise provided in the Certificate of Incorporation or these Bylaws, and any director so chosen shall hold office until such director’s successor is duly elected and qualified, or until such director’s earlier resignation or removal. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

3.9 Committees.

(a) The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

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(b) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(c) Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylaws, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority of the Board of Directors with respect to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and, unless the resolution, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have power or authority to declare a dividend, to authorize the issuance of stock or to adopt a Certificate of Ownership and Merger.

(d) All committees so appointed shall, unless otherwise provided by the Board of Directors, keep regular minutes of the transactions at their meetings and shall cause them to be recorded in books kept for that purpose in the office of the Corporation and shall report the same to the Board of Directors at its next meeting. The Secretary or an Assistant Secretary of the Corporation may act as secretary of the committee if the committee so requests.

3.10 Compensation. Unless otherwise restricted by law, the Certificate of Incorporation or these Bylaws, the Board of Directors may, by resolution, fix the compensation to be paid directors for serving as directors of the Corporation and may, by resolution, fix a sum which shall be allowed and paid for attendance at each meeting of the Board of Directors and may provide for reimbursement of expenses incurred by directors in attending each meeting; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving regular compensation therefor. Members of standing or temporary committees may be allowed similar compensation for attending standing or temporary committee meetings.

3.11 Resignations. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the time specified therein or shall take effect upon receipt thereof by the Corporation if no time is specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.12 Reliance on Records. A director, or a member of any committee designated by the Board of Directors, shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

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ARTICLE IV

OFFICERS

4.1 Designations.

(a) The officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a Treasurer, one or more Assistant Secretaries and one or more Assistant Treasurers. The Board of Directors shall elect a President and a Secretary at its first meeting after each annual meeting of the stockholders. The Board then, or from time to time, may also elect one or more of the other prescribed officers as it may deem advisable, but need not elect any officers other than a President and a Secretary. The Board may, if it desires, elect or appoint additional officers and may further identify or describe any one or more of the officers of the Corporation.

(b) Officers of the Corporation need not be members of the Board of Directors. Any two or more offices may be held by the same person.

(c) An officer shall be deemed qualified when entering upon the duties of the office to which such officer has been elected or appointed and furnishes any bond required by the Board of Directors; but the Board may also require such officer’s written acceptance and promise faithfully to discharge the duties of such office.

4.2 Term of Office. Each officer of the Corporation shall hold office at the pleasure of the Board of Directors or for such other period as the Board may specify at the time of such officer’s election or appointment, or until such officer’s death, resignation or removal by the Board, whichever first occurs. In any event, each officer of the Corporation who is not reelected or reappointed at the annual election of officers by the Board next succeeding such person’s election or appointment shall be deemed to have been removed by the Board, unless the Board provides otherwise at the time of such person’s election or appointment.

4.3 Other Agents. The Board of Directors from time to time may appoint such other agents for the Corporation as it shall deem necessary or advisable, each of whom shall serve at the pleasure of the Board or for such period as the Board may specify, and shall have such titles and such duties, powers, responsibilities and authorities as shall be determined from time to time by the Board or by an officer empowered by the Board to make such determinations.

4.4 Removal. Any officer or agent elected or appointed by the Board of Directors, and any employee, may be removed or discharged by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal or discharge shall be without prejudice to the contract rights, if any, of the person so removed or discharged.

4.5 Salaries and Compensation. Salaries and compensation of all elected officers of the Corporation shall be fixed, increased or decreased by the Board of Directors, but this power, except as to the salary or compensation of the Chairman of the Board and the President, may, unless prohibited by law, be delegated by the Board to the Chairman of the Board, the President or a committee. Salaries and compensation of all appointed officers, agents

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and employees of the Corporation may be fixed, increased or decreased by the Board of Directors, but until action is taken with respect thereto by the Board of Directors, the same may be fixed, increased or decreased by the President or such other officer or officers as may be empowered by the Board of Directors to do so.

4.6 Delegation of Authority to Hire, Discharge and Designate Duties. The Board of Directors from time to time may delegate to the Chairman of the Board, the President or other officer or executive employee of the Corporation, authority to hire and discharge and to fix and modify the duties and salary or other compensation of employees of the Corporation under the jurisdiction of such person, and the Board may delegate to such officer or executive employee similar authority with respect to obtaining and retaining for the Corporation the services of attorneys, accountants and other experts.

4.7 Chairman of the Board. If a Chairman of the Board is elected, such person shall preside at all meetings of the stockholders and directors at which the Chairman of the Board may be present and shall have such other duties, powers, responsibilities and authorities as may be prescribed elsewhere in these Bylaws. The Board of Directors may delegate such other power, responsibility and authority and assign such additional duties to the Chairman of the Board, other than those conferred by law exclusively upon the President or other officer, as the Board may from time to time determine, and, to the extent permissible by law, the Board may designate the Chairman of the Board as the chief executive officer of the Corporation with all of the duties, powers, responsibilities and authorities otherwise conferred upon the President of the Corporation under Section 4.8 of these Bylaws, or the Board may, from time to time, divide the duties, powers, responsibilities and authorities for the general control and management of the Corporation’s business and affairs between the Chairman of the Board and the President.

4.8 President.

(a) Unless the Board of Directors otherwise provides, the President shall be the chief executive officer of the Corporation with such general executive duties, powers, responsibilities and authorities of supervision and management as are usually vested in the office of the chief executive officer of a corporation, and shall carry into effect all directions and resolutions of the Board. The President, in the absence of the Chairman of the Board or if there is no Chairman of the Board, shall preside at all meetings of the stockholders and of the Board.

(b) The President may execute all bonds, notes, debentures, mortgages and other contracts requiring the seal of the Corporation for and in the name of the Corporation, may cause the corporate seal to be affixed thereto, and may execute all other instruments for and in the name of the Corporation.

(c) Unless the Board of Directors otherwise provides, the President, or any person designated in writing by the President, shall have full power and authority on behalf of the Corporation to (i) attend and to vote or take action at any meeting of the holders of securities of corporations in which the Corporation may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to being a holder of such securities, and (ii) execute and deliver waivers of notice and proxies for and in the name of the Corporation with respect to any securities held by the Corporation.

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(d) The President shall, unless the Board of Directors otherwise provides, be an ex officio member of all standing committees.

(e) The President shall have such other or further duties and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.

(f) If a Chairman of the Board is elected and designated as the chief executive officer of the Corporation, as provided in Section 4.7 of these Bylaws, the President shall perform such duties and have such power, responsibility and authority as may be specifically delegated to the President by the Board of Directors or are conferred by law exclusively upon the President, and in the absence or disability of the Chairman of the Board or in the event of the Chairman of the Board’s inability or refusal to act, the President shall perform the duties and exercise the powers of the Chairman of the Board.

4.9 Vice Presidents. In the absence or disability of the President or in the event of the President’s inability or refusal to act, any Vice President may perform the duties and exercise the powers of the President until the Board of Directors otherwise provides. Vice Presidents shall perform such other duties and have such other power, responsibility and authority as the Board may from time to time prescribe.

4.10 Secretary and Assistant Secretaries.

(a) The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders, shall prepare minutes of all proceedings at such meetings and shall preserve them in a minute book of the Corporation. The Secretary shall perform similar duties for each standing or temporary committee when requested by the Board or such committee.

(b) The Secretary shall see that all books, records, lists and information, or duplicates, required to be maintained in the State of Delaware, or elsewhere, are so maintained.

(c) The Secretary shall keep in safe custody the seal of the Corporation, and shall have authority to affix the seal to any instrument requiring a corporate seal and, when so affixed, may attest the seal by his or her signature. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.

(d) The Secretary shall have the general duties, powers, responsibilities and authorities of a secretary of a corporation and shall perform such other duties and have such other power, responsibility and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors or the chief executive officer of the Corporation, under whose direct supervision the Secretary shall be.

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(e) In the absence or disability of the Secretary or in the event of the Secretary’s inability or refusal to act, any Assistant Secretary may perform the duties and exercise the powers of the Secretary until the Board of Directors otherwise provides. Assistant Secretaries shall perform such other duties and have such other power, responsibility and authority as the Board of Directors may from time to time prescribe.

4.11 Treasurer and Assistant Treasurers.

(a) The Treasurer shall have supervision and custody, and responsibility for the safekeeping, of the funds and securities of the Corporation, shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall keep, or cause to be kept, all other books of account and accounting records of the Corporation. The Treasurer shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors or by any officer of the Corporation to whom such authority has been granted by the Board.

(b) The Treasurer shall disburse, or permit to be disbursed, the funds of the Corporation as may be ordered, or authorized generally, by the Board of Directors, and shall render to the chief executive officer of the Corporation and the directors whenever they may require, an account of all transactions effected by the Treasurer and of those under the Treasurer’s jurisdiction, and of the financial condition of the Corporation.

(c) The Treasurer shall have the general duties, powers, responsibilities and authorities of a treasurer of a corporation and shall, unless otherwise provided by the Board of Directors, be the chief financial and accounting officer of the Corporation. The Treasurer shall perform such other duties and shall have such other power, responsibility and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board.

(d) If required by the Board of Directors, the Treasurer shall give the Corporation a bond in a sum and with one or more sureties satisfactory to the Board for the faithful performance of the duties of that office and for the restoration to the Corporation, in the case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under control of the Treasurer which belong to the Corporation.

(e) In the absence or disability of the Treasurer or in the event of the Treasurer’s inability or refusal to act, any Assistant Treasurer may perform the duties and exercise the powers of the Treasurer until the Board of Directors otherwise provides. Assistant Treasurers shall perform such other duties and have other power, responsibility and authority as the Board of Directors may from time to time prescribe.

4.12 Duties of Officers May Be Delegated. If any officer of the Corporation be absent or unable to act, or for any other reason that the Board of Directors may deem sufficient, the Board may delegate, for the time being, some or all of the functions, duties, powers, responsibilities and authorities of any officer to any other officer, or to any other agent or employee of the Corporation or other responsible person, provided a majority of the total number of directors concurs.

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ARTICLE V

LIABILITY AND INDEMNIFICATION

5.1 Limitation of Liability. No person shall be liable to the Corporation or its stockholders for any loss, damage, liability or expense suffered by the Corporation on account of any action taken or omitted to be taken by such person as a director or officer of the Corporation or of any Other Enterprise which such person serves or has served as a director or officer at the Corporation’s request, if such person (a) acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or (b) took or omitted to take such action in reliance upon advice of counsel for the Corporation, or for such Other Enterprise, or upon statements made or information furnished by directors, officers, employees or agents of the Corporation, or of such Other Enterprise, which such person had no reasonable grounds to disbelieve.

5.2 Indemnification, Generally. In addition to and without limiting the rights to indemnification and advancement of expenses specifically provided for in the other Sections of this Article V, the Corporation shall indemnify and advance expenses to each person who is or was a director or officer of the Corporation or is or was serving at the Corporation’s request as a director or officer of any Other Enterprise to the full extent permitted by the laws of the State of Delaware as in effect on the date of the adoption of these Bylaws as may hereafter be amended.

5.3 Indemnification in Actions by Third Parties. The Corporation shall indemnify each person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of any Other Enterprise against all liabilities and expenses, including without limitation judgments, fines and amounts paid in settlement (provided that such settlement and all amounts paid in connection therewith are approved in advance by the Corporation using the procedures set forth in Section 5.6 of these Bylaws, which approval shall not be unreasonably withheld or delayed), attorneys’ fees, ERISA excise taxes or penalties, fines and other expenses actually and reasonably incurred by such person in connection with such action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding) if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful; provided, however, that the Corporation shall not be required to indemnify or advance expenses to any such person or persons seeking indemnification or advancement of expenses in connection with an action, suit or proceeding initiated by such person including, without limitation, any cross-claim or counterclaim initiated by such person unless the initiation of such action, suit or proceeding was authorized by the Board of Directors of the Corporation. The termination of any such action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo

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contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that such person’s conduct was unlawful.

5.4 Indemnification in Derivative Actions. The Corporation shall indemnify each person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of any Other Enterprise against all expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding) if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification under this Section 5.4 shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which the action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

5.5 Indemnification for Expenses. Notwithstanding the other provisions of this Article V, to the extent a person who is or was serving as a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of any Other Enterprise, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 5.3 and 5.4 of these Bylaws (including the dismissal of any such action, suit or proceeding without prejudice), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

5.6 Determination of Right to Indemnification. Prior to indemnifying a person pursuant to the provisions of Sections 5.2, 5.3 and 5.4 of these Bylaws, unless ordered by a court and except as otherwise provided by Section 5.5 of these Bylaws, the Corporation shall determine that such person has met the specified standard of conduct entitling such person to indemnification as set forth under Sections 5.2, 5.3 and 5.4 of these Bylaws. Any determination that a person shall or shall not be indemnified under the provisions of Sections 5.2, 5.3 and 5.4 of these Bylaws shall be made (a) by majority vote of the directors who were not parties to the action, suit or proceeding, even though less than a quorum, (b) by a committee of such disinterested directors designated by majority vote of such disinterested directors, even though less than a quorum, (c) if there are no such disinterested directors, or if such disinterested directors so direct, by independent legal counsel in a written opinion, or (d) by the stockholders, and such determination shall be final and binding upon the Corporation; provided, however, that in the event such determination is adverse to the person or persons to be indemnified hereunder, such person or persons shall have the right to maintain an action in any court of competent jurisdiction against the Corporation to determine whether or not such person has met the requisite standard of conduct and is entitled to such indemnification hereunder. If such court

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action is successful and the person or persons shall be determined to be entitled to such indemnification, such person or persons shall be reimbursed by the Corporation for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

5.7 Advancement of Expenses. Expenses (including attorneys’ fees) actually and reasonably incurred by a person who may be entitled to indemnification hereunder in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to indemnification by the Corporation. Notwithstanding the foregoing, no advance shall be made by the Corporation if a determination is reasonably and promptly made (a) by majority vote of the directors who were not parties to the action, suit or proceeding for which the advancement is requested, even though less than a quorum, (b) by a committee of such disinterested directors designated by majority vote of such disinterested directors, even though less than a quorum, (c) if there are no such disinterested directors, or if such disinterested directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders, that, based upon the facts known to the Board, independent legal counsel or stockholders at the time such determination is made, such person acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal proceeding, that such person believed or had reasonable cause to believe such person’s conduct was unlawful. In no event shall any advancement of expenses be made in instances where the Board, independent legal counsel or stockholders reasonably determines that such person intentionally breached such person’s duty to the Corporation or its stockholders.

5.8 Non-Exclusivity. The indemnification and advancement of expenses provided by this Article V shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Certificate of Incorporation, these Bylaws, any agreement, the vote of stockholders or disinterested directors, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and shall not limit in any way any right which the Corporation may have to make additional indemnifications with respect to the same or different persons or classes of person. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall, unless otherwise specifically provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, administrators and estate of such a person.

5.9 Insurance. Upon resolution passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of any Other Enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article V.

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5.10 Vesting of Rights. The rights granted by this Article V shall be vested in each person entitled to indemnification hereunder as a bargained-for, contractual condition of such person’s serving or having served as a director or officer of the Corporation or serving at the request of the Corporation as a director or officer of any Other Enterprise and while this Article V may be amended or repealed, no such amendment or repeal shall release, terminate or adversely affect the rights of such person under this Article V with respect to any act taken or the failure to take any act by such person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

5.11 Definitions. For the purposes of this Article V, references to:

(a) The “Corporation” shall, if and only if the Board of Directors shall determine, include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers or persons serving at the request of such constituent corporation as a director or officer of any Other Enterprise, so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer of any Other Enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued;

(b) “Other Enterprise” or “Other Enterprises” shall include without limitation any other corporation, partnership, joint venture, trust or employee benefit plan;

(c) “director or officer of any Other Enterprise” shall include any person performing similar functions with respect to such Other Enterprise, whether incorporated or unincorporated;

(d) “fines” shall include any excise taxes assessed against a person with respect to an employee benefit plan;

(e) “defense” shall include investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and shall also include any defensive assertion of a cross-claim or counterclaim; and

(f) “serving at the request of the Corporation” shall include any service as a director or officer of a corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article V.

For purposes of this Article V, unless the Board of Directors of the Corporation shall determine otherwise, any director or officer of the Corporation who shall serve as a director or officer of any Other Enterprise of which the Corporation, directly or indirectly, is a

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stockholder or creditor, or in which the Corporation is in any way interested, shall be presumed to be serving as such director or officer at the request of the Corporation. In all other instances where any person shall serve as a director or officer of any Other Enterprise, if it is not otherwise established that such person is or was serving as such director or officer at the request of the Corporation, the Board of Directors of the Corporation shall determine whether such person is or was serving at the request of the Corporation, and it shall not be necessary to show any prior request for such service, which determination shall be final and binding on the Corporation and the person seeking indemnification.

5.12 Severability. If any provision of this Article V or the application of any such provision to any person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Article V and the application of such provision to other persons or circumstances shall not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all persons or entities and to give the maximum possible protection to persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if any director or officer of the Corporation, or any person who is or was serving at the request of the Corporation as a director or officer of any Other Enterprise, is entitled under any provision of this Article V to indemnification by the Corporation for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such person in connection with any threatened, pending or completed action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify such person for the portion thereof to which such person is entitled.

ARTICLE VI

STOCK

6.1 Certificates for Shares of Stock. Certificates for shares of stock shall be issued in numerical order, and each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board or the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares owned by such stockholder. Any of or all the signatures on such certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar who signed such certificate, or whose facsimile signature shall have been used thereon, were such officer, transfer agent or registrar of the Corporation at the date of issue.

6.2 Transfers of Stock. Transfers of stock shall be made only upon the stock transfer books of the Corporation, kept at the office of the Corporation or of the transfer agent designated to transfer the class of stock, and before a new certificate is issued the old certificate

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shall be surrendered for cancellation, subject to the provisions of Section 6.6 of these Bylaws. Until and unless the Board of Directors appoints some other person, firm or corporation as its transfer agent (and upon the revocation of any such appointment, thereafter until a new appointment is similarly made), the Secretary of the Corporation shall be the transfer agent of the Corporation without the necessity of any formal action of the Board, and the Secretary, or any person designated by the Secretary, shall perform all of the duties of such transfer agent.

6.3 Registered Stockholders. Only stockholders whose names are registered in the stock ledger shall be entitled to be treated by the Corporation as the holders and owners in fact of the shares standing in their respective names, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Delaware.

6.4 Record Date.

(a) Stockholders’ Meetings. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) Consent of Stockholders to Action Without a Meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall be effective for no more than 60 days after such record date. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by any statute, the Certificate of Incorporation or these Bylaws, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded and which date shall be effective for 60 days after such record date. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by any statute, the Certificate of Incorporation or any Bylaw, the record date for determining stockholders

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entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action, and which date shall be effective for 60 days after such record date.

(c) Dividends and Other Distributions. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

6.5 Regulations. The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, conversion and registration of certificates for shares of stock of the Corporation, not inconsistent with the laws of the State of Delaware, the Certificate of Incorporation and these Bylaws.

6.6 Lost Certificates. The Board of Directors may direct that a new certificate or certificates be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates to be lost, stolen or destroyed. When authorizing the issue of such replacement certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such allegedly lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or certificates.

ARTICLE VII

CORPORATE FINANCE

7.1 Dividends. Dividends on the outstanding shares of stock of the Corporation, subject to the provisions of the Certificate of Incorporation and of any applicable law and of these Bylaws, may be declared by the Board of Directors at any meeting. Subject to such provisions, dividends may be paid in cash, in property or in shares of stock of the Corporation. A member of the Board of Directors, or a member of any committee designated by the Board of Directors, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s stock might properly be purchased or redeemed.

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7.2 Creation of Reserves. The Board of Directors may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Fiscal Year. The Board of Directors shall have power to fix and from time to time change the fiscal year of the Corporation. In the absence of action by the Board of Directors, the fiscal year of the Corporation shall end each year on the date which the Corporation treated as the close of its first fiscal year, until such time, if any, as the fiscal year shall be changed by the Board of Directors.

8.2 Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal — Delaware.” The corporate seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or in any manner reproduced.

8.3 Depositories. The moneys of the Corporation shall be deposited in the name of the Corporation in such bank or banks or other depositories as the Board of Directors shall designate, and shall be drawn out only by check or draft signed by persons designated by resolution adopted by the Board of Directors. Notwithstanding the foregoing the Board of Directors may by resolution authorize an officer or officers of the Corporation to designate any bank or banks or other depositories in which moneys of the Corporation may be deposited, and to designate the persons who may sign checks or drafts on any particular account or accounts of the Corporation, whether created by direct designation of the Board of Directors or by an authorized officer or officers as aforesaid.

8.4 Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument for, and in the name of, the Corporation, and such authority may be general or confined to specific instances.

8.5 Amendments. These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, in the manner provided in the Certificate of Incorporation.

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CERTIFICATE

The undersigned Director of IPCH ACQUISITION CORP., a Delaware corporation, hereby certifies that the foregoing Bylaws are the original Bylaws of the Corporation adopted by the Board of Directors.

Dated: The 27^th day of November, 2001

/s/ John J. Sherman

John J. Sherman, Director

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EX-3.53

Exhibit 3.53

CERTIFICATE OF FORMATION

OF

STELLAR PROPANE SERVICE, LLC

This Certificate of Formation is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company under the Act.

1. Name. The name of the limited liability company is “Stellar Propane Service, LLC” (the “Company”).

2. Registered Office; Registered Agent. The address of the registered office of the Company required to be maintained by Section 18-104 of the Act is:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

The name and the address of the registered agent for service of process required to be maintained by Section 18-104 of the Act are:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on December 13, 2004.

/s/ Nathan Roth

Nathan Roth

Authorized Person

State of Delaware          

Secretary of State          

Division of Corporations    

Delivered 03:11 PM 12/13/2004

FILED 03:11 PM 12/13/2004  

SRV 040899118 – 3881149 FILE

EX-3.54

Exhibit 3.54

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

STELLAR PROPANE SERVICE, LLC

TABLE OF CONTENTS

		Page
ARTICLE I - DEFINITIONS			1
1.1	Terms Defined Herein		1
1.2	Other Definitional Provisions		3
ARTICLE II - BUSINESS PURPOSES AND OFFICES			3
2.1	Name; Business Purpose		3
2.2	Powers		4
2.3	Principal Office		5
2.4	Registered Office and Registered Agent		5
2.5	Amendment of the Certificate		5
2.6	Effective Date		5
2.7	Liability of Member		5
2.8	Interest Not Acquired for Resale		5
ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS			6
3.1	Capital Contributions		6
3.2	Additional Capital Contributions		6
3.3	Capital Accounts		6
3.4	Capital Withdrawal Rights, Interest		6
3.5	Loans		6
ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS			6
4.1	Non-Liquidation Cash Distributions		6
4.2	Liquidation Distributions		6
4.3	Income, Losses and Credits		7
4.4	Withholding of Distributions		7
4.5	Tax Withholding		7
4.6	Reserves		7
ARTICLE V - MANAGEMENT			7
5.1	Management		7
5.2	Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents		7
5.3	Limitation of Liability; Indemnification		7
5.4	Contracts with the Member or Affiliates		11
5.5	Other Business Ventures		11
ARTICLE VI - OFFICERS			11
6.1	Officers		11
6.2	Compensation		13
ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS			13
7.1	Fiscal Year		13
7.2	Books and Records		13

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7.3	Bank Accounts	13
ARTICLE VIII - TRANSFERS OF INTERESTS		14
8.1	General Provisions	14
8.2	Redemption of Interests	14
ARTICLE IX - DISSOLUTION AND TERMINATION		14
9.1	Events Causing Dissolution	14
9.2	Effect of Dissolution	14
9.3	Application of Proceeds	14
ARTICLE X - MISCELLANEOUS		14
10.1	Title to the Property	14
10.2	Nature of Interest in the Company	14
10.3	Notices and Determinations	14
10.4	No Third Party Rights	15
10.5	Amendments to this Agreement	15
10.6	Severability	15
10.7	Binding Agreement	15
10.8	Headings	15
10.9	Governing Law	15

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AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

STELLAR PROPANE SERVICE, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made as of December 17, 2004, by Stellar Propane Service, LLC, a Delaware limited liability company (the “Company”), and Inergy Gas, LLC, a Delaware limited liability company (the “Member”).

RECITAL:

The Member desires to amend and restate the limited liability company agreement of the Company.

AGREEMENT:

In consideration of the premises and the agreements contained herein, the undersigned declare and agree as follows:

ARTICLE I - DEFINITIONS

1.1 Terms Defined Herein. As used herein, the following terms shall have the following meanings, unless the context otherwise specifies:

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Agreement” means the Amended and Restated Limited Liability Company Agreement of the Company as amended from time to time.

“Available Cash” means the aggregate amount of cash on hand or in bank, money market or similar accounts of the Company as of the end of each fiscal quarter derived from any source (other than capital contributions and Liquidation Proceeds) that the Member determines is available for distribution to the Member after taking into account any amount required or appropriate to maintain a reasonable amount of Reserves.

“Capital Account” means the account established and maintained by the Company for the Member and any Transferee pursuant to Section 3.3.

“Certificate” means the Certificate of Formation of the Company filed with the Delaware Secretary of State, as amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provisions of future federal tax laws.

“Company” means Stellar Propane Service, LLC, a Delaware limited liability company.

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“Credits” means all tax credits allowed by the Code with respect to activities of the Company or the Property.

“Distributions” means any distributions by the Company to the Member of Available Cash or Liquidation Proceeds or other amounts.

“Fair Value” of an asset means its fair market value.

“Income” and “Loss” mean, respectively, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with the Code.

“Interest” refers to all of the Member’s rights and interests in the Company in the Member’s capacity as a Member, all as provided in the Certificate, this Agreement and the Act, including, without limitation, the Member’s interest in the capital, income, gain, deductions, losses, and credits of the Company.

“Liquidation Proceeds” means all Property at the time of liquidation of the Company and all proceeds thereof.

“Member” means Inergy Gas, LLC, a Delaware limited liability company, or any successor-in-interest to Inergy Gas, LLC who becomes a Member as provided in this Agreement.

“Officers” means the officers of the Company as described in Article VI.

“Person” means any individual, partnership, limited liability company, corporation, cooperative, trust or other entity.

“Property” means all properties and assets that the Company may own or otherwise have an interest in from time to time.

“Reserves” means amounts set aside from time to time by the Member pursuant to Section 4.6 of this Agreement.

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one ore more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

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“Substitute Member” shall have the meaning set forth in Section 8.1.

“Transfer” means (i) when used as a verb, to give, sell, exchange, assign, transfer, pledge, hypothecate, bequeath, devise or otherwise dispose of or encumber, and (ii) when used as a noun, the nouns corresponding to such verbs, in either case voluntarily or involuntarily, by operation of law or otherwise.

“Transferee” shall have the meaning set forth in Section 8.1.

1.2 Other Definitional Provisions.

(a) As used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.

(c) Words of the masculine gender shall be deemed to include the feminine or neuter genders, and vice versa, where applicable. Words of the singular number shall be deemed to include the plural number, and vice versa, where applicable.

ARTICLE II - BUSINESS PURPOSES AND OFFICES

2.1 Name; Business Purpose. The name of the Company shall be as stated in the Certificate. The purpose and nature of the business to be conducted by the Company shall be to (a) manage, operate, lease, sell and otherwise deal with any and all assets or properties of the Company, (b) serve as the sole member or stockholder of its Subsidiaries and, in connection therewith, to exercise all the rights and powers conferred upon the Company as the sole member or stockholder of such Subsidiaries pursuant to the operating agreements or charter documents of each of such Subsidiaries, (c) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any type of business or activity engaged in by the Company and its Subsidiaries and their predecessors and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity, (d) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the Representative or any of the Officers and that lawfully may be conducted by a limited liability company organized pursuant to the Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity, and (e) do anything necessary or appropriate to the foregoing, including the making of capital contributions or loans to any Subsidiary thereof. The Representative has no obligation or duty to the Company or the Members and in his or its discretion may decline to propose or approve, the conduct by the Company of any business.

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2.2 Powers. In addition to the powers and privileges conferred upon the Company by law and those incidental thereto, the Company shall have the same powers as a natural person to do all things necessary or convenient to carry out its business and affairs, including, without limitation, the power to do the following:

(a) Sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name;

(b) Issue, by sale or otherwise, or acquire, by purchase, redemption or otherwise, any Interest;

(c) Purchase, take, receive, lease as lessee, take by gift, legacy, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with any real or personal property, or any interest therein, wherever situated;

(d) Sell, convey, mortgage, pledge, lease as lessor, exchange, transfer, and otherwise dispose of all, any part of, or any interest in, its property and assets;

(e) Lend money to and otherwise assist its Member and employees, except as otherwise provided in this Agreement or the Certificate;

(f) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign limited liability companies, corporations, associations, general or limited partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;

(g) Incur liabilities, borrow money for its proper purposes at any rate of interest that the Company may determine without regard to the restrictions of any usury law of the State of Delaware, issue notes, bonds, and other obligations, secure any of its obligations by mortgage or pledge or deed of trust of all or any part of its property, franchises, and income, and make contracts, including contracts of guaranty and suretyship;

(h) Invest its surplus funds from time to time, lend money for its proper purposes, and take and hold real and personal property as security for payment of funds so loaned or invested;

(i) Conduct its business, carry on its operations, have offices within and without the State of Delaware, and exercise in any other state, territory, district, or possession of the United States or in any foreign country the powers granted by the Act, the Certificate or this Agreement;

(j) Appoint agents and hire employees of the Company, define their duties, and fix their compensation and to indemnify them to the extent and in the manner permitted by law;

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(k) Make and alter this Agreement, in any manner not inconsistent with the Certificate or with the laws of the State of Delaware, for the administration and regulation of the affairs of the Company;

(l) Make donations for the public welfare or for charitable, scientific, religious, or educational purposes, lend money to the government, and transact any lawful business in aid of the United States;

(m) Establish deferred compensation plans, pension plans, profit-sharing plans, bonus plans, option plans, and other incentive plans for its employees and make the payments provided for therein;

(n) Become a promoter, partner, member, associate, or manager of any general partnership, limited partnership, joint venture or similar association, any other limited liability company, or other enterprise; and

(o) Cease the activities of the Company and surrender the franchise of the Company.

2.3 Principal Office. The principal office of the Company shall be located at Two Brush Creek Blvd., Suite 200, Kansas City, Missouri 64112 or at such other place as the Member may determine from time to time.

2.4 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Company in the State of Delaware shall be as stated in the Certificate. The registered office and registered agent of the Company in the State of Delaware may be changed, from time to time, by the Member.

2.5 Amendment of the Certificate. The Company shall amend the Certificate at such time or times and in such manner as may be required by the Act and this Agreement.

2.6 Effective Date. This Agreement shall be effective on the date of this Agreement.

2.7 Liability of Member. No Member, solely by reason of being a Member, shall be liable, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing liability on the Member for liabilities of the Company.

2.8 Interest Not Acquired for Resale. The Member is acquiring an Interest for the Member’s own account as an investment and without an intent to distribute such Interest, which Interest has not been registered under the Securities Act of 1933, as amended, or any state securities laws, and the Member’s Interest may not be resold or transferred without appropriate registration or the availability of an exemption from such requirements.

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ARTICLE III - CAPITAL CONTRIBUTIONS AND LOANS

3.1 Capital Contributions. Any capital contribution by the Member will be recorded on the books of the Company.

3.2 Additional Capital Contributions. The Member shall not be obligated to make any additional contributions to the capital of the Company and, accordingly, the Member shall not be liable for damage to the Company as a result of the failure of the Member to make any additional contributions. The Member may, however, make such additional contributions to the capital of the Company as determined from time to time and approved by the Member.

3.3 Capital Accounts. A Capital Account shall be maintained by the Company for the Member and any Transferee.

3.4 Capital Withdrawal Rights, Interest. Except as expressly provided in this Agreement, (a) the Member shall not be entitled to withdraw or reduce the Member’s Capital Account or to receive any Distributions, (b) the Member shall not be entitled to demand or receive any Distribution in any form other than in cash, and (c) the Member shall not be entitled to receive or be credited with any interest on any balance in the Member’s Capital Account at any time.

3.5 Loans. The Member may make loans to the Company in such amounts, at such times, and on such terms and conditions as may be determined and approved by the Member. Loans by the Member to the Company shall not be considered as contributions to the capital of the Company.

ARTICLE IV - ALLOCATIONS AND DISTRIBUTIONS

4.1 Non-Liquidation Cash Distributions. The amount, if any, of Available Cash may be determined and distributed by the Member at any time and from time to time.

4.2 Liquidation Distributions. Liquidation Proceeds shall be distributed in the following order of priority:

(a) To the payment of debts and liabilities of the Company (including to the Member to the extent otherwise permitted by law and applicable contractual restrictions) and the expenses of liquidation.

(b) Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves shall be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall be distributed as hereinafter provided.

(c) The remainder to the Member.

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4.3 Income, Losses and Credits. The Company’s Income or Loss, as the case may be, and applicable Credits, for each fiscal year of the Company, as determined in accordance with such method of accounting as may be adopted for the Company, shall be allocated to the Member for both financial accounting and income tax purposes, except as otherwise provided for herein or unless the Member determines otherwise.

4.4 Withholding of Distributions. Notwithstanding any other provision of this Agreement, the Member (or any Person required or authorized by law to wind up the Company’s affairs) may suspend, reduce or otherwise restrict Distributions of Available Cash and Liquidation Proceeds when, in the Member’s sole opinion, such action is in the best interests of the Company.

4.5 Tax Withholding. Notwithstanding any other provision of this Agreement, the Member may take any action that the Member determines is necessary or appropriate to cause the Company to comply with any withholding requirements established under any federal, state or local tax law, including, without limitation, withholding on any Distribution to the Member. For all purposes of this Article IV, any amount withheld on any Distribution and paid over to the appropriate governmental body may be treated as if such amount had in fact been distributed to the Member.

4.6 Reserves. The Member shall have the right to establish, maintain and expend Reserves to provide for working capital, for future maintenance, repair or replacement of the Property, for debt service, for future investments and for such other purposes as the Member may deem necessary or advisable.

ARTICLE V - MANAGEMENT

5.1 Management. Except as expressly limited by law or this Agreement, the Property, business and affairs of the Company shall be managed by one (1) natural person, as designated by the Member, who shall be referred to as the “Representative.” The Member hereby designates John J. Sherman as the Representative. The Representative shall hold office until the Representative’s successor is designated by the Member or until the Representative’s earlier death or resignation.

5.2 Execution of Documents Filed with Secretary of State of Delaware and Waiver of Receipt of Copy of Filed Documents. The Member or the Member’s designee, shall be authorized to execute and file with the Secretary of State of Delaware any document permitted or required by the Act. The Member hereby waives any requirement under the Act of receiving a copy of any document filed with the Secretary of State of Delaware. The Member hereby ratifies and affirms the Certificate as heretofore filed on behalf of the Company.

5.3 Limitation of Liability; Indemnification.

(a) Limitation. No Person shall be liable to the Company or its Member for any loss, damage, liability or expense suffered by the Company or its Member on account of any action taken or omitted to be taken by such Person as a Member of the Company or by such Person while serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, if such Person discharges such

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Person’s duties in good faith, exercising the same degree of care and skill that a prudent person would have exercised under the circumstances in the conduct of such prudent person’s own affairs, and in a manner such Person reasonably believes to be in the best interest of the Company. The Member’s liability hereunder shall be limited only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company.

(b) Right to Indemnification. The Company shall indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that such Person is or was a Member of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys’ fees, excise taxes or penalties, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Company shall not be required to indemnify or advance expenses to any Person from or on account of such Person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; provided, further, that the Company shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Member; provided, further, that a Member shall be indemnified hereunder only for those actions taken or omitted to be taken by such Member in connection with the management of the business and affairs of the Company or any Other Enterprise and that the provisions of this Section 5.3 are not intended to extend indemnification to the Member for any actions taken or omitted to be taken by the Member in any other connection, including, but not limited to, any other express obligation of the Member undertaken in this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

(c) Enforcement of Indemnification. In the event the Company refuses to indemnify any Person who may be entitled to be indemnified or to have expenses advanced under this Section 5.3, such Person shall have the right to maintain an action in any court of competent jurisdiction against the Company to determine whether or not such Person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the Person is determined to be entitled to such indemnification or advancement of expenses, such Person shall be reimbursed by the Company for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

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(d) Advancement of Expenses. Expenses (including attorneys’ fees) reasonably incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined that such Person is not entitled to indemnification by the Company. In no event shall any advance be made in instances where the Member or independent legal counsel reasonably determines that such Person would not be entitled to indemnification hereunder.

(e) Non-Exclusivity. The indemnification and the advancement of expenses provided by this Section 5.3 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, or any agreement, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and shall not limit in any way any right that the Company may have to make additional indemnifications with respect to the same or different Persons or classes of Persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.3 shall continue as to a Person who has ceased to be a Member of the Company, and as to a Person who has ceased serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and shall inure to the benefit of the heirs, executors and administrators of such Person.

(f) Insurance. Upon the approval of the Member the Company may purchase and maintain insurance on behalf of any Person who is or was a Member, agent or employee of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Company would have the power, or the obligation, to indemnify such Person against such liability under the provisions of this Section 5.3.

(g) Amendment and Vesting of Rights. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 5.3 shall not be amended or repealed and the rights to indemnification and advancement of expenses created hereunder shall not be changed, altered or terminated except by the Member. The rights granted or created hereby shall be vested in each Person entitled to indemnification hereunder as a bargained-for, contractual condition of such Person’s serving or having served as a Member of the Company or serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and, while this Section 5.3 may be amended or repealed, no such amendment or repeal shall release, terminate or adversely affect the rights of such Person under this Section 5.3 with respect to any act taken or the failure to take any act by such Person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.

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(h) Definitions. For purposes of this Section 5.3, references to:

(i) The “Company” shall include, in addition to the resulting or surviving limited liability company (or other entity), any constituent limited liability company (or other entity) (including any constituent of a constituent) absorbed in a consolidation or merger so that any Person who is or was a member or manager of such constituent limited liability company (or other entity), or is or was serving at the request of such constituent limited liability company (or other entity) as a director, officer or in any other comparable position of any Other Enterprise shall stand in the same position under the provisions of this Section 5.3 with respect to the resulting or surviving limited liability company as such Person would if such Person had served the resulting or surviving limited liability company (or other entity) in the same capacity;

(ii) “Other Enterprises” or “Other Enterprise” shall include, without limitation, any other limited liability company, corporation, partnership, joint venture, trust or employee benefit plan;

(iii) “fines” shall include any excise taxes assessed against a person with respect to an employee benefit plan;

(iv) “defense” shall include investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and shall also include any defensive assertion of a cross-claim or counterclaim; and

(v) “serving at the request of the Company” shall include any service as a director, officer or in any other comparable position that imposes duties on, or involves services by, a Person with respect to an employee benefit plan, its participants, or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted “in the best interest of the Company” as referred to in this Section 5.3.

(i) Severability. If any provision of this Section 5.3 or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 5.3 and the application of such provision to other Persons or circumstances shall not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all Persons and to give the maximum possible protection to Persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if the Member of the Company or any Person who is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, is entitled under any provision of this Section 5.3 to indemnification by the Company for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such Person in connection with any threatened, pending or completed action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify such Person for the portion thereof to which such Person is entitled.

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5.4 Contracts with the Member or Affiliates. No contract or transaction between the Company and the Member or between the Company and any Person in which the Member is a director or officer, or has a financial interest, shall be void or voidable solely for this reason, and the Member shall not be obligated to account to the Company for any profit or benefit derived by the Member if the Member consents to such contract or transaction.

5.5 Other Business Ventures. The Member may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others, whether or not similar to or in competition with the business of the Company, and neither the Company nor the Member shall have any right by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom. The Member shall not be required to devote all of their time or business efforts to the affairs of the Company, but shall devote so much of their time and attention to the Company as is reasonably necessary and advisable to manage the affairs of the Company to the best advantage of the Company.

ARTICLE VI - OFFICERS

6.1 Officers.

(a) Generally. The Representative, as set forth below, shall appoint agents of the Company, referred to as “Officers” of the Company as described in this Section 6.1. Unless provided otherwise by resolution of the Member or Representative, the Officers shall have the titles, power, authority and duties described below in this Section 6.1.

(b) Titles and Number. The Officers shall be the Chairman of the Board of Directors (unless the Member or Representative provides otherwise), the President, any and all Vice Presidents, the Secretary and any and all Assistant Secretaries and any Treasurer and any and all Assistant Treasurers and any other Officers appointed pursuant to this Section 6.1. There shall be appointed from time to time, in accordance with this Section 6.1, such Vice Presidents, Secretaries, Assistant Secretaries, Treasurers and Assistant Treasurers as the Member or Representative may desire. Any person may hold two or more offices.

(i) President. The Member or Representative shall elect an individual to serve as President. The President shall be the chief executive officer of the Company. The President may sign any deeds, mortgages, bonds, contracts or other instruments which the Member or Representative has authorized to be executed except in cases where the execution thereof shall be expressly delegated by the Member or Representative or by this Agreement to some other officer or agent of the Company or shall be required by law to be otherwise executed. In general, the President shall perform all duties incident to the office of President and chief executive officer of the Company and such other duties as may be prescribed from time to time by the Member or Representative.

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(ii) Vice Presidents. The Member or Representative, in their discretion, may elect one or more Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and the Vice President, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned by the President or the Member or Representative.

(iii) Secretary and Assistant Secretaries. The Member or Representative, in their discretion, may elect a Secretary and one or more Assistant Secretaries. The Secretary shall record or cause to be recorded in books provided for that purpose the minutes of the meetings or actions of the Representative and of the Members, shall see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, shall be custodian of all records (other than financial), shall see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Member, the Representative or the President. The Assistant Secretaries shall exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.

(iv) Treasurer and Assistant Treasurers. The Member or Representative, in their discretion, may elect a Treasurer and one or more Assistant Treasurers. The Treasurer shall keep or cause to be kept the books of account of the Company and shall render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Member or Representative or the President. The Treasurer, subject to the order of the Member or Representative, shall have the custody of all funds and securities of the Company. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as this Agreement, the Member, the Representative or the President, shall designate from time to time. The Assistant Treasurers shall exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving or in the absence of the appointed Treasurer and Assistant Treasurer, the President and chief executive officer, or such other Officer as the Member or Representative shall select, shall have the powers and duties conferred upon the Treasurer.

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(c) Other Officers and Agents. The Member or Representative may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member or Representative.

(d) Appointment and Term of Office. The Officers shall be appointed by the Member or Representative at such time and for such terms as the Member or Representative shall determine. Any Officer may be removed, with or without Cause, only by the Member or Representative. Vacancies in any office may be filled only by the Member or Representative.

(e) Powers of Attorney. The Member or Representative may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

(f) Officers’ Delegation of Authority. Unless otherwise provided by resolution of the Member or Representative, no Officer shall have the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Member.

6.2 Compensation. The Officers shall receive such compensation for their services as may be designated by the Member or Representative. In addition, the Officers shall be entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder.

ARTICLE VII - ACCOUNTING AND BANK ACCOUNTS

7.1 Fiscal Year. The fiscal year and taxable year of the Company shall end on September 30 of each year, unless a different year is required by the Code or otherwise established by the Member.

7.2 Books and Records. At all times during the existence of the Company, the Company shall cause to be maintained full and accurate books of account, which shall reflect all Company transactions and be appropriate and adequate for the Company’s business. The books and records of the Company shall be maintained at the principal office of the Company. The Member (or the Member’s designated representative) shall have the right during ordinary business hours and upon reasonable notice to inspect and copy (at the Member’s own expense) all books and records of the Company.

7.3 Bank Accounts. All funds of the Company shall be deposited in a separate bank, money market or similar account(s) approved by the Member and in the Company’s name. Withdrawals therefrom shall be made only by persons authorized to do so by the Member.

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ARTICLE VIII - TRANSFERS OF INTERESTS

8.1 General Provisions. The Member may Transfer all or any part of the Member’s Interest. Upon any Transfer to any transferee (a “Transferee”) of all or any part of the Member’s Interest, such Transferee shall become a Member of the Company in place of the Member (a “Substitute Member”) only to the extent that the Member has expressly stated such intention in writing. Except to the extent that a Transferee becomes a Substitute Member, such Transferee shall not be entitled to exercise any rights as a Member in the Company, including the right to vote, grant approvals, or give consents with respect to the applicable Interest, the right to require any information or accounting of the Company’s business or the right to inspect the Company’s books and records, but such Transferee shall only be entitled to receive, to the extent of the Interest transferred to such Transferee, the Distributions attributable thereto.

8.2 Redemption of Interests. Any Interest may be redeemed by the Company, by purchase or otherwise, as determined by the Member with the approval of the Member.

ARTICLE IX - DISSOLUTION AND TERMINATION

9.1 Events Causing Dissolution. The Company shall be dissolved only upon the first to occur of the following events:

(a) The written determination of the Member to dissolve.

(b) Upon the entry of a decree of judicial dissolution under Section 18-802 of the Act.

9.2 Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 9.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

9.3 Application of Proceeds. Upon dissolution and liquidation of the Company, the assets of the Company shall be applied and distributed in the order of priority set forth in Section 4.2.

ARTICLE X - MISCELLANEOUS

10.1 Title to the Property. Title to the Property shall be held in the name of the Company. The Member shall not individually have any ownership interest or rights in the Property, except indirectly by virtue of the Member’s ownership of an Interest.

10.2 Nature of Interest in the Company. An Interest shall be personal property for all purposes.

10.3 Notices and Determinations. Any notice or determination required or permitted to be given or made by this Agreement or the Act shall be sufficient if given or made in writing.

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10.4 No Third Party Rights. None of the provisions contained in this Agreement shall be for the benefit of or enforceable by any third parties, including, but not limited to, creditors of the Company; provided, however, the Company may enforce any rights granted to the Company under the Act, the Certificate, or this Agreement.

10.5 Amendments to this Agreement; Prior Agreement. This Agreement shall not be modified or amended in any manner other than by the Member. This Agreement replaces and supercedes all previous limited liability company agreements of the Company.

10.6 Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

10.7 Binding Agreement. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

10.8 Headings. The headings of the Certificate and the sections of this Agreement are for convenience only and shall not be considered in construing or interpreting any of the terms or provisions thereof and hereof.

10.9 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

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The Company and the Member have executed this Agreement as of the date first written above.

STELLAR PROPANE SERVICE, LLC
By:	INERGY GAS, LLC, its sole Member
	By:	/s/ John J. Sherman
		John J. Sherman
		President and Chief Executive Officer
INERGY GAS, LLC
By:	/s/ John J. Sherman
	John J. Sherman
	President and Chief Executive Officer

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EX-3.55

Exhibit 3.55

CERTIFICATE OF FORMATION

OF

INERGY TRANSPORTATION, LLC

The undersigned, for the purpose of forming a limited liability company (the “Company”) under the Delaware Limited Liability Company Act (the “Act”), hereby makes, acknowledges and files this Certificate of Formation:

FIRST. The name of the Company is:

Inergy Transportation, LLC

SECOND. The address of the Company’s registered office in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name of its registered agent at such address for service of process is The Corporation Trust Company.

THIRD. The Company shall commence its existence on the date this Certificate of Formation is filed with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned, for the purpose of forming a limited liability company under the Act, has executed this Certificate of Formation this 26^th day of September, 2000.

SMF REGISTERED SERVICES, INC.
By:	/s/ Richard N. Nixon
	Richard N. Nixon, Vice President
	Authorized Person

EX-3.56

Exhibit 3.56

OPERATING AGREEMENT

OF

INERGY TRANSPORTATION, LLC

THIS OPERATING AGREEMENT is made as of the 26^th day of September, 2000, by Inergy Propane, LLC, a Delaware limited liability company (the “Member”).

ARTICLE I. DEFINITIONS

1.1 Terms Defined Herein. As used herein, the following terms shall have the following meanings, unless the context otherwise requires:

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Agreement” means this Operating Agreement of Inergy Transportation, LLC, as amended from time to time.

“Articles” means the Articles of Organization of the Company filed with the Delaware Secretary of State, as amended from time to time.

“Board of Directors” or “Board” means the board of directors of the Company established under Section 4.1 hereof.

“Company” means Inergy Transportation, LLC, a Delaware limited liability company.

“Director” means a member of the Board of Directors.

“Interest” refers to all of the Member’s rights and interests in the Company in such Member’s capacity as a Member, all as provided in the Articles, this Agreement and the Act, including, without limitation, the Member’s interest in the total capital, profits and losses of the Company.

“Person” means any individual, partnership, limited liability company, corporation, cooperative, trust or other entity.

ARTICLE II. ORGANIZATIONAL MATTERS

2.1 Name; Asset Transfer.

(a) The name of the Company shall be as stated in the Articles. The name of the Company may be changed from time to time by the determination of the Member.

(b) Concurrently herewith the Member has entered into an Assignment and Bill of Sale and Assumption of Liabilities pursuant to which the Member has assigned to the Company those assets and liabilities described therein. A copy of the balance sheet of the Company resulting from such transfer of assets and assumption of liabilities is attached as Exhibit A.

2.2 Purpose. The business purpose of the Company is to conduct local delivery of propane and propane products, and to do any and all things necessary, appropriate or incidental thereto. The Company is formed only for such business purpose and shall not be deemed to create any declaration or agreement by the Company or the Member with respect to any other activities whatsoever other than the activities within such business purpose.

2.3 Powers. In addition to the powers and privileges conferred upon the Company by law and those incidental thereto, the Company shall have all of the powers of a natural person and all powers granted by the Act to do all things necessary or convenient to carry out its business and affairs.

2.4 Principal Office. The principal office of the Company shall be located at 1101 Walnut, Suite 1500, Kansas City, Missouri 64106 or at such other place(s) as the Member may determine from time to time.

2.5 Liability of the Member. The Member, solely by reason of being the Member, shall not be liable, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing liability on the Member for liabilities of the Company. The Company is not intended to be a partnership.

ARTICLE III. OWNERSHIP INTEREST

3.1 Interest. The Member shall own the entire equity interest of the Company and as such the Interest held by the Member is the only outstanding Interest of the Company.

3.2 Voting. The Member shall possess the entire voting interest in all matters relating to the Company unless otherwise granted to the Board of Directors in the Articles or this Agreement.

3.3 Distributions. Distributions by the Company of cash or other property shall be made to the Member at such times as the Board of Directors deems appropriate.

ARTICLE IV. MANAGEMENT

4.1 Management.

(a) Directors

(i) General Powers. The business and affairs of the Company shall be managed by its Board of Directors.

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(ii) Number, Tenure and Qualifications. The number of Directors of the Company shall be two (2). Each Director shall hold office until the next annual election of the Board of Directors or until a successor shall have been elected and qualified or until such Director’s death, resignation or until removed by the Member, in the Member’s sole discretion.

(iii) Regular Meetings. The Board of Directors shall provide, by resolution, the time and place for the holding of regular meetings without other notice than such resolution.

(iv) Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman, the President or any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them.

(v) Notice. Notice of any special meeting of the Board of Directors shall be given not less than ten (10) days nor more than sixty (60) days prior thereto. Such notice shall be given in the manner provided in Section 7.1 Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business presented because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

(vi) Quorum and Manner of Acting. In order to have a quorum for transaction of business at any meeting of the Board of Directors, a majority of the number of Directors fixed by this Agreement shall be present. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

(vii) Attendance by Communications Equipment. Members of the Board of Directors, or of any committee of the Board of Directors may participate in and act at any meeting of such Board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

(viii) Vacancies. Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, may be filled by election by the Member.

(ix) Presumption of Assent. A Director of the Company who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be conclusively presumed to have assented to the action taken unless such Director’s dissent shall be entered in the minutes of the meeting or unless such Director shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

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(x) Committees. The Board of Directors may, by resolution or resolutions adopted by a majority of the number of Directors fixed by this Agreement, designate two or more Directors of the Company to constitute one or more committees. Each such committee shall have and may exercise such authority of the Board in the management of the Company as is provided in the resolution(s) establishing such committee. Each such committee shall keep regular minutes of its proceedings, which minutes shall be recorded in the minute book of the Company. The secretary or an assistant secretary of the Company may act as secretary for each such committee if the committee so requests.

(xi) Informal Action. Any action to be taken by the Board of Directors of the Company may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by a majority of the number of Directors fixed by this Agreement.

(b) Officers.

(i) Designations. The officers of the Company shall be a Chairman, a President, a secretary and such other officers, agents and employees as the Board of Directors may deem proper. Any two or more offices may be held by the same person.

(ii) Election and Term of Office. The officers of the Company shall be elected by the Board of Directors. Vacancies may be filled or new offices filled at any meeting of the Board of Directors. Each officer shall hold office until a successor shall have been elected and qualified or until such Officer’s death, resignation or removal in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights.

(iii) Removal. Any officer or agent elected or appointed by the Board of Directors may be removed at any time by the Board of Directors.

(iv) Chairman of the Board of Directors. The Board of Directors may elect from its members a Chairman of the Board of Directors. The Chairman shall preside at all meetings of the Board of Directors. The Chairman may sign, when authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments. The Chairman shall perform such other duties as may be prescribed by the Board of Directors from time to time.

(v) Vice-Chairman of the Board of Directors. The Board of Directors may elect a Vice-Chairman of the Board of Directors. In the absence of the Chairman, or in the event of the Chairman’s inability or refusal to act, the Vice-Chairman shall preside at all meetings of the Board of Directors and otherwise perform the duties of the Chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman.

(vi) President. The Board of Directors shall elect an individual to serve as President. The President shall be the chief executive officer of the Company and shall in general supervise the day-to-day operations of the Company. In the absence of the Chairman and the Vice-Chairman, or in the event of their inability or refusal to act, the President shall preside at all meetings of the Board of Directors and otherwise perform the duties of the

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Chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The President may sign any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by this Agreement to some other officer or agent of the Company or shall be required by law to be otherwise executed.

(vii) Vice Presidents. The Board, in its discretion, may elect one or more vice presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, including, without limitation, the duties of the Chairman if and as assumed by the President as a result of the absence of the Chairman or the Chairman’s inability or refusal to act, and the vice president, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each vice president shall perform such other duties as from time to time may be assigned by the Chairman, the President or the Board of Directors.

(viii) Secretary. The secretary shall: (a) keep records of Company action, including the records of action taken by the Member and minutes of meetings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; and (c) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the Chairman, the President or the Board of Directors.

(ix) Assistant Secretaries. The Board, in its discretion, may elect one or more assistant secretaries. The assistant secretaries in general shall perform such duties as shall be assigned to them by the Chairman, the President, or the Board of Directors.

(x) Compensation. The compensation of the officers other than the President of the Company shall be fixed from time to time by the President and no officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a Director of the Company. The compensation of the President shall be fixed by the Board of Directors.

(c) Authorization of Persons to Act. At any time and from time to time, the Board of Directors may designate any Person to carry out the decisions of the Board of Directors, including, but not limited to, the execution of any instruments on behalf of the Company.

4.2 Action by the Member. The Member may take such action as may be appropriate for the Member of a limited liability company under the Act by a written consent signed by the Member. The Member will annually elect the Directors of the Company at such time as the Member may specify.

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4.3 Limitation of Liability; Indemnification. None of the Directors, President, Chairman, Vice Chairman or any other officer of the Company shall be liable to the Member or to the Company for (a) any action or inaction except to the extent such person acted in bad faith or engaged in willful misconduct in the performance of such person’s duties to the Company or the Member, (b) any action or inaction arising from reliance upon the opinion or advice as to legal matters of legal counsel or as to accounting matters of accountants selected by any of them in good faith or (c) any action or inaction of any agent, contractor or consultant selected by any of them in good faith.

4.4 Indemnification.

(a) Indemnification in Actions by Third Parties. The Company shall indemnify each person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (other than an action by or in the right of the Company) by reason of the fact that such person is or was serving in an Indemnifiable Capacity (as hereinafter defined) against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement (provided that such settlement and all amounts paid in connection therewith are approved in advance by the Company in accordance with paragraph (d) of this Section 4.4, which approval shall not be unreasonably withheld), attorneys’ fees, ERISA excise taxes or penalties, fines and other expenses actually and reasonably incurred by such person in connection with such action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding) if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful; provided, however, that the Company shall not be required to indemnify or advance expenses to any such person seeking indemnification or advancement of expenses in connection with an action, suit or proceeding initiated by such person unless the initiation of such action, suit or proceeding was authorized by the Board of Directors of the Company. The termination of any such action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that such person’s conduct was unlawful.

(b) Indemnification in Derivative Action. The Company shall indemnify each person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was serving in an Indemnifiable Capacity against amounts paid in settlement thereof (provided that such settlement and all amounts paid in connection therewith are approved in advance by the Company in accordance with paragraph (d) of this Section 4.4, which approval shall not be unreasonably withheld) and all expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding) if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification under this paragraph (b) shall be made in respect of any claim, issue or matter as to which such person shall have been

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adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the Company unless and only to the extent that the court in which the action, suit or proceeding was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

(c) Indemnification for Success on the Merits or Otherwise. Notwithstanding the other provisions of this Section 4.4, to the extent that a person who is or was serving in an Indemnifiable Capacity has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) or (b) of this Section 4.4 (including without limitation the dismissal of any such action, suit or proceeding without prejudice or the settlement of such action, suit or proceeding without admission of fault or liability), or in defense of any claim, issue or matter therein, such person shall be indemnified against amounts approved by the Company to be paid in settlement of any such action, suit or proceeding and against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. For purposes of this paragraph (c) of this Section 4.4, references to the “Company” shall include, in addition to the resulting or surviving Company, any constituent Company (including any constituent of a constituent) absorbed in a consolidation or merger as well as the resulting or surviving Company so that any person who is or was a director, officer or employee of such constituent Company, or is or was serving at the request of such constituent Company as a director, officer, or employee of any Other Enterprise, shall stand in the same position under the provisions of this paragraph (c) of this Section 4.4 with respect to the resulting or surviving Company as such person would have if such person had served the resulting or surviving Company in the same capacity.

(d) Determination of Right to Indemnification. Prior to indemnifying a person pursuant to the provisions of paragraphs (a) or (b) of this Section 4.4, unless ordered by a court and except as otherwise provided by paragraph (c) of this Section 4.4, the Company shall determine that such indemnification is proper because such person has met the specified standard of conduct entitling such person to indemnification as set forth under paragraphs (a) or (b) of this Section 4.4. Any determination that a person shall or shall not be indemnified under the provisions of paragraphs (a) or (b) of this Section 4.4 shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or (ii) if such quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion or (iii) by the Member, and such determination shall be final and binding upon the Company; provided, however, that in the event such determination is adverse to the person to be indemnified hereunder, such person shall have the right to maintain an action in any court of competent jurisdiction against the Company to determine whether or not such person has met the requisite standard of conduct and is entitled to such indemnification hereunder. For the purposes of such court action, an adverse determination as to the eligibility of a person for indemnification made pursuant to any of clauses (i), (ii) or (iii) of this paragraph (d) shall not constitute a defense to such action nor create a presumption regarding such person’s eligibility for indemnification hereunder. If such court action is successful and the person is determined to be entitled to such indemnification, such person shall be reimbursed by the Company for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including without limitation the investigation, defense, settlement or appeal of such action).

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(e) Advancement of Expenses. Expenses (including attorneys’ fees) actually and reasonably incurred by a person who may be entitled to indemnification hereunder in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to indemnification by the Company. Notwithstanding the foregoing, no advance shall be made by the Company if a determination is reasonably and promptly made by (i) the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding for which the advancement is requested, or (ii) if a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion or (iii) by the Member, that, based upon the facts known to the Board, counsel or the Member at the time such determination is made, such person acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interest of the Company, or, with respect to any criminal proceeding, that such person believed or had reasonable cause to believe such person’s conduct was unlawful. In no event shall any advance be made in instances where the Board, the Member or independent legal counsel reasonably determines that such person deliberately breached such person’s duty to the Company or its Member.

(f) Non-Exclusivity. The indemnification and the advancement of expenses provided by this Section 4.4 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of law, under the Articles or this Agreement or under any agreement, approval of the Member or disinterested Directors, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and shall not limit in any way any right which the Company may have to make additional indemnifications with respect to the same or different persons or classes of persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 4.4 shall continue as to a person who has ceased to be a Director, officer or employee of the Company or has ceased to serve in an Indemnifiable Capacity and shall inure to the benefit of the heirs, executors, administrators and estate of such a person.

(g) Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a Director, officer or employee of the Company, or is or was serving at the request of the Company as a Director, officer or employee of any Other Enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section 4.4.

(h) Vesting of Rights. The rights granted or created hereby shall be vested in each person entitled to indemnification hereunder as a bargained-for, contractual condition of such person’s serving or having served as in an Indemnifiable Capacity and while this Section 4.4 may be amended or repealed, no such amendment or repeal shall release, terminate or adversely affect the rights of such person under this Section 4.4 with respect to any act taken or the failure to take any act by such person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed before or after such amendment or repeal.

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(i) Definition of “the Company”. For purposes of this Section 4.4, other than paragraph (c) of this Section 4.4, references to “the Company” shall, if and only if the Board of Directors shall determine, include, in addition to the resulting or surviving Company, any constituent Company (including any constituent of a constituent) absorbed in a consolidation or merger, which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers or employees or persons serving at the request of such constituent Company as a director, officer, or employee of any Other Enterprise, so that any person who is or was a director, officer or employee of such constituent Company, or is or was serving at the request of such constituent Company as a director, officer, or employee of any Other Enterprise, shall stand in the same position under the provisions of this Section 4.4 with respect to the resulting or surviving Company as such person would have with respect to such constituent Company if its separate existence had continued.

(j) Certain Definitions. For purposes of this Section 4.4:

(i) References to serving in an “Indemnifiable Capacity” shall mean service by a person as a Director, Chairman, Vice Chairman, President or other officer or employee of the Company or service by a person at the Company’s request as a director, officer or employee of any Other Enterprise (as hereinafter defined);

(ii) References to “Other Enterprises” or “Other Enterprise” shall include without limitation any other company, corporation, partnership, limited liability company, joint venture, trust or employee benefit plan;

(iii) References to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan;

(iv) References to “defense” shall include investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and shall also include any defensive assertion of a cross-claim or counterclaim;

(v) References to “serving at the request of the Company” shall include any service as a director, officer or employee of an entity which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants, or beneficiaries;

(vi) A person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company”;

(vii) Unless the Board of Directors of the Company shall determine otherwise, any Director, officer or employee of the Company who shall serve as a director, officer, or employee of any Other Enterprise of which the Company, directly or indirectly, is a shareholder or creditor, or in which the Company is in any way interested, shall be presumed to be serving as such director, officer, or employee at the request of the Company; and

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(viii) In all other instances where any person shall serve as a director, officer, or employee of any Other Enterprise, if it is not otherwise established that such person is or was serving as such director, officer, or employee at the request of the Company, the Board of Directors of the Company shall determine whether such person is or was serving at the request of the Company, and it shall not be necessary to show any actual or prior request for such service, which determination shall be final and binding on the Company and the person seeking indemnification.

(k) Severability. If any provision of this Section 4.4 or the application of any such provision to any person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 4.4 and the application of such provision to other persons or circumstances shall not be affected thereby and to the fullest extent possible the court finding such provision invalid, illegal or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all persons or entities and to give the maximum possible protection to persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if any officer or Director of the Company or any person who is or was serving at the request of the Company as a director, officer, or employee of any Other Enterprise, is entitled under any provision of this Section 4.4 to indemnification by the Company for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such person in connection with any threatened, pending or completed action, suit or proceeding (including without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify such person for the portion thereof to which such person is entitled.

ARTICLE V. ACCOUNTING MATTERS

5.1 Fiscal Year. The fiscal year and taxable year of the Company shall end on September 30 of each year.

5.2 Books and Records. At all times during the existence of the Company, the Company shall cause to be maintained full and accurate books of account, which shall reflect all Company transactions and be appropriate and adequate for the Company’s business.

ARTICLE VI. DISSOLUTION

6.1 Dissolution. The Company shall be dissolved as provided in the Articles.

6.2 Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 6.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

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6.3 Application of Proceeds. Upon dissolution and liquidation of the Company, the assets of the Company shall be applied and distributed in the following order of priority:

(a) To the payment of debts and liabilities of the Company (including to the Member to the extent otherwise permitted by law) and the expenses of liquidation.

(b) Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves shall be paid over by such Person to an escrow agent appointed by the Board of Directors, to be held by such agent or its successor for such period as such Person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall be distributed as hereinafter provided.

(c) The remainder to the Member.

ARTICLE VII. MISCELLANEOUS

7.1 Notices. Any notice, demand, request or other communication (a “Notice”) required or permitted to be given by this Agreement or the Act to the Company, the Member, a Director, or any other Person shall be sufficient if in writing and if hand delivered or mailed by registered or certified mail to the Company at its principal office or to the Member or any other Person at the address of the Member or such other Person as it appears on the records of the Company or sent by facsimile transmission to the telephone number, if any, of the recipient’s facsimile machine as such telephone number appears on the records of the Company. All Notices that are mailed shall be deemed to be given when deposited in the United States mail, postage prepaid. All Notices that are hand delivered shall be deemed to be given upon delivery. All Notices that are given by facsimile transmission shall be deemed to be given upon receipt, it being agreed that the burden of proving receipt shall be on the sender of such Notice and such burden shall not be satisfied by a transmission report generated by the sender’s facsimile machine.

7.2 No Third Party Rights. None of the provisions contained in this Agreement shall be for the benefit of or enforceable by any third parties, including, but not limited to, creditors of the Company; provided, however, the Company may enforce any rights granted to the Company under the Act, the Articles, or this Agreement.

7.3 Entire Agreement. This Agreement, together with the Articles, constitutes the entire agreement, relative to the formation, operation and continuation of the Company.

7.4 Amendments to this Agreement. Except as otherwise provided herein, this Agreement shall not be modified or amended in any manner other than with the written approval of the Member.

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7.5 Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

7.6 Headings. The headings of the Sections of this Agreement are for convenience only and shall not be considered in construing or interpreting any of the terms or provisions hereof.

7.7 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

IN WITNESS WHEREOF, the sole Member of the Company has duly executed this Agreement as of the date first above written.

INERGY PROPANE, LLC
By	/s/ John J. Sherman
	Name: John J. Sherman
	Title: President

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EX-3.57

Exhibit 3.57

CERTIFICATE OF FORMATION

OF

L & L TRANSPORTATION, LLC

The undersigned, for the purpose of forming a limited liability company (the “Company”) under the Delaware Limited Liability Company Act (the “Act”), hereby makes, acknowledges and files this Certificate of Formation:

FIRST. The name of the Company is:

L & L Transportation, LLC

SECOND. The address of the Company’s registered office in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name of its registered agent at such address for service of process is The Corporation Trust Company.

THIRD. The Company shall commence its existence on the date this Certificate of Formation is filed with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned, for the purpose of forming a limited liability company under the Act, has executed this Certificate of Formation this 26^th day of September, 2000.

SMF REGISTERED SERVICES, INC.
By:	/s/ Richard N. Nixon
	Richard N. Nixon, Vice President
	Authorized Person

EX-3.58

Exhibit 3.58

OPERATING AGREEMENT

OF

L & L TRANSPORTATION, LLC

THIS OPERATING AGREEMENT is made as of the 26^th day of September, 2000, by Inergy Propane, LLC, a Delaware limited liability company (the “Member”).

ARTICLE I. DEFINITIONS

1.1 Terms Defined Herein. As used herein, the following terms shall have the following meanings, unless the context otherwise requires:

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Agreement” means this Operating Agreement of L & L Transportation, LLC, as amended from time to time.

“Articles” means the Articles of Organization of the Company filed with the Delaware Secretary of State, as amended from time to time.

“Board of Directors” or “Board” means the board of directors of the Company established under Section 4.1 hereof.

“Company” means L & L Transportation, LLC, a Delaware limited liability company.

“Director” means a member of the Board of Directors.

“Interest” refers to all of the Member’s rights and interests in the Company in such Member’s capacity as a Member, all as provided in the Articles, this Agreement and the Act, including, without limitation, the Member’s interest in the total capital, profits and losses of the Company.

“Person” means any individual, partnership, limited liability company, corporation, cooperative, trust or other entity.

ARTICLE II. ORGANIZATIONAL MATTERS

2.1 Name; Asset Transfer.

(a) The name of the Company shall be as stated in the Articles. The name of the Company may be changed from time to time by the determination of the Member.

(b) Concurrently herewith the Member has entered into an Assignment and Bill of Sale and Assumption of Liabilities pursuant to which the Member has assigned to the Company those assets and liabilities described therein. A copy of the balance sheet of the Company resulting from such transfer of assets and assumption of liabilities is attached as Exhibit A.

2.2 Purpose. The business purpose of the Company is to conduct the activity of interstate and intrastate trucking of propane and propane products, chemicals and related products and to do any and all things necessary, appropriate or incidental thereto. The Company is formed only for such business purpose and shall not be deemed to create any declaration or agreement by the Company or the Member with respect to any other activities whatsoever other than the activities within such business purpose.

2.3 Powers. In addition to the powers and privileges conferred upon the Company by law and those incidental thereto, the Company shall have all of the powers of a natural person and all powers granted by the Act to do all things necessary or convenient to carry out its business and affairs.

2.4 Principal Office. The principal office of the Company shall be located at 1101 Walnut, Suite 1500, Kansas City, Missouri 64106 or at such other place(s) as the Member may determine from time to time.

2.5 Liability of the Member. The Member, solely by reason of being the Member, shall not be liable, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing liability on the Member for liabilities of the Company. The Company is not intended to be a partnership.

ARTICLE III. OWNERSHIP INTEREST

3.1 Interest. The Member shall own the entire equity interest of the Company and as such the Interest held by the Member is the only outstanding Interest of the Company.

3.2 Voting. The Member shall possess the entire voting interest in all matters relating to the Company unless otherwise granted to the Board of Directors in the Articles or this Agreement.

3.3 Distributions. Distributions by the Company of cash or other property shall be made to the Member at such times as the Board of Directors deems appropriate.

ARTICLE IV. MANAGEMENT

4.1 Management.

(a) Directors

(i) General Powers. The business and affairs of the Company shall be managed by its Board of Directors.

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(ii) Number, Tenure and Qualifications. The number of Directors of the Company shall be two (2). Each Director shall hold office until the next annual election of the Board of Directors or until a successor shall have been elected and qualified or until such Director’s death, resignation or until removed by the Member, in the Member’s sole discretion.

(iii) Regular Meetings. The Board of Directors shall provide, by resolution, the time and place for the holding of regular meetings without other notice than such resolution.

(iv) Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman, the President or any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them.

(v) Notice. Notice of any special meeting of the Board of Directors shall be given not less than ten (10) days nor more than sixty (60) days prior thereto. Such notice shall be given in the manner provided in Section 7.1 Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business presented because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

(vi) Quorum and Manner of Acting. In order to have a quorum for transaction of business at any meeting of the Board of Directors, a majority of the number of Directors fixed by this Agreement shall be present. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

(vii) Attendance by Communications Equipment. Members of the Board of Directors, or of any committee of the Board of Directors may participate in and act at any meeting of such Board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

(viii) Vacancies. Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, may be filled by election by the Member.

(ix) Presumption of Assent. A Director of the Company who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be conclusively presumed to have assented to the action taken unless such Director’s dissent shall be entered in the minutes of the meeting or unless such Director shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

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(x) Committees. The Board of Directors may, by resolution or resolutions adopted by a majority of the number of Directors fixed by this Agreement, designate two or more Directors of the Company to constitute one or more committees. Each such committee shall have and may exercise such authority of the Board in the management of the Company as is provided in the resolution(s) establishing such committee. Each such committee shall keep regular minutes of its proceedings, which minutes shall be recorded in the minute book of the Company. The secretary or an assistant secretary of the Company may act as secretary for each such committee if the committee so requests.

(xi) Informal Action. Any action to be taken by the Board of Directors of the Company may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by a majority of the number of Directors fixed by this Agreement.

(b) Officers.

(i) Designations. The officers of the Company shall be a Chairman, a President, a secretary and such other officers, agents and employees as the Board of Directors may deem proper. Any two or more offices may be held by the same person.

(ii) Election and Term of Office. The officers of the Company shall be elected by the Board of Directors. Vacancies may be filled or new offices filled at any meeting of the Board of Directors. Each officer shall hold office until a successor shall have been elected and qualified or until such Officer’s death, resignation or removal in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights.

(iii) Removal. Any officer or agent elected or appointed by the Board of Directors may be removed at any time by the Board of Directors.

(iv) Chairman of the Board of Directors. The Board of Directors may elect from its members a Chairman of the Board of Directors. The Chairman shall preside at all meetings of the Board of Directors. The Chairman may sign, when authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments. The Chairman shall perform such other duties as may be prescribed by the Board of Directors from time to time.

(v) Vice-Chairman of the Board of Directors. The Board of Directors may elect a Vice-Chairman of the Board of Directors. In the absence of the Chairman, or in the event of the Chairman’s inability or refusal to act, the Vice-Chairman shall preside at all meetings of the Board of Directors and otherwise perform the duties of the Chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman.

(vi) President. The Board of Directors shall elect an individual to serve as President. The President shall be the chief executive officer of the Company and shall in general supervise the day-to-day operations of the Company. In the absence of the Chairman and the Vice-Chairman, or in the event of their inability or refusal to act, the President shall preside at all meetings of the Board of Directors and otherwise perform the duties of the

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Chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The President may sign any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by this Agreement to some other officer or agent of the Company or shall be required by law to be otherwise executed.

(vii) Vice Presidents. The Board, in its discretion, may elect one or more vice presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, including, without limitation, the duties of the Chairman if and as assumed by the President as a result of the absence of the Chairman or the Chairman’s inability or refusal to act, and the vice president, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each vice president shall perform such other duties as from time to time may be assigned by the Chairman, the President or the Board of Directors.

(viii) Secretary. The secretary shall: (a) keep records of Company action, including the records of action taken by the Member and minutes of meetings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; and (c) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the Chairman, the President or the Board of Directors.

(ix) Assistant Secretaries. The Board, in its discretion, may elect one or more assistant secretaries. The assistant secretaries in general shall perform such duties as shall be assigned to them by the Chairman, the President, or the Board of Directors.

(x) Compensation. The compensation of the officers other than the President of the Company shall be fixed from time to time by the President and no officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a Director of the Company. The compensation of the President shall be fixed by the Board of Directors.

(c) Authorization of Persons to Act. At any time and from time to time, the Board of Directors may designate any Person to carry out the decisions of the Board of Directors, including, but not limited to, the execution of any instruments on behalf of the Company.

4.2 Action by the Member. The Member may take such action as may be appropriate for the Member of a limited liability company under the Act by a written consent signed by the Member. The Member will annually elect the Directors of the Company at such time as the Member may specify.

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4.3 Limitation of Liability; Indemnification. None of the Directors, President, Chairman, Vice Chairman or any other officer of the Company shall be liable to the Member or to the Company for (a) any action or inaction except to the extent such person acted in bad faith or engaged in willful misconduct in the performance of such person’s duties to the Company or the Member, (b) any action or inaction arising from reliance upon the opinion or advice as to legal matters of legal counsel or as to accounting matters of accountants selected by any of them in good faith or (c) any action or inaction of any agent, contractor or consultant selected by any of them in good faith.

4.4 Indemnification.

(a) Indemnification in Actions by Third Parties. The Company shall indemnify each person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (other than an action by or in the right of the Company) by reason of the fact that such person is or was serving in an Indemnifiable Capacity (as hereinafter defined) against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement (provided that such settlement and all amounts paid in connection therewith are approved in advance by the Company in accordance with paragraph (d) of this Section 4.4, which approval shall not be unreasonably withheld), attorneys’ fees, ERISA excise taxes or penalties, fines and other expenses actually and reasonably incurred by such person in connection with such action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding) if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful; provided, however, that the Company shall not be required to indemnify or advance expenses to any such person seeking indemnification or advancement of expenses in connection with an action, suit or proceeding initiated by such person unless the initiation of such action, suit or proceeding was authorized by the Board of Directors of the Company. The termination of any such action, suit or proceeding by judgment, order, settlement, conviction or under a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that such person’s conduct was unlawful.

(b) Indemnification in Derivative Action. The Company shall indemnify each person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was serving in an Indemnifiable Capacity against amounts paid in settlement thereof (provided that such settlement and all amounts paid in connection therewith are approved in advance by the Company in accordance with paragraph (d) of this Section 4.4, which approval shall not be unreasonably withheld) and all expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding) if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification under this paragraph (b) shall be made in respect of any claim, issue or matter as to which such person shall have been

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adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the Company unless and only to the extent that the court in which the action, suit or proceeding was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

(c) Indemnification for Success on the Merits or Otherwise. Notwithstanding the other provisions of this Section 4.4, to the extent that a person who is or was serving in an Indemnifiable Capacity has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) or (b) of this Section 4.4 (including without limitation the dismissal of any such action, suit or proceeding without prejudice or the settlement of such action, suit or proceeding without admission of fault or liability), or in defense of any claim, issue or matter therein, such person shall be indemnified against amounts approved by the Company to be paid in settlement of any such action, suit or proceeding and against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. For purposes of this paragraph (c) of this Section 4.4, references to the “Company” shall include, in addition to the resulting or surviving Company, any constituent Company (including any constituent of a constituent) absorbed in a consolidation or merger as well as the resulting or surviving Company so that any person who is or was a director, officer or employee of such constituent Company, or is or was serving at the request of such constituent Company as a director, officer, or employee of any Other Enterprise, shall stand in the same position under the provisions of this paragraph (c) of this Section 4.4 with respect to the resulting or surviving Company as such person would have if such person had served the resulting or surviving Company in the same capacity.

(d) Determination of Right to Indemnification. Prior to indemnifying a person pursuant to the provisions of paragraphs (a) or (b) of this Section 4.4, unless ordered by a court and except as otherwise provided by paragraph (c) of this Section 4.4, the Company shall determine that such indemnification is proper because such person has met the specified standard of conduct entitling such person to indemnification as set forth under paragraphs (a) or (b) of this Section 4.4. Any determination that a person shall or shall not be indemnified under the provisions of paragraphs (a) or (b) of this Section 4.4 shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or (ii) if such quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion or (iii) by the Member, and such determination shall be final and binding upon the Company; provided, however, that in the event such determination is adverse to the person to be indemnified hereunder, such person shall have the right to maintain an action in any court of competent jurisdiction against the Company to determine whether or not such person has met the requisite standard of conduct and is entitled to such indemnification hereunder. For the purposes of such court action, an adverse determination as to the eligibility of a person for indemnification made pursuant to any of clauses (i), (ii) or (iii) of this paragraph (d) shall not constitute a defense to such action nor create a presumption regarding such person’s eligibility for indemnification hereunder. If such court action is successful and the person is determined to be entitled to such indemnification, such person shall be reimbursed by the Company for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including without limitation the investigation, defense, settlement or appeal of such action).

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(e) Advancement of Expenses. Expenses (including attorneys’ fees) actually and reasonably incurred by a person who may be entitled to indemnification hereunder in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to indemnification by the Company. Notwithstanding the foregoing, no advance shall be made by the Company if a determination is reasonably and promptly made by (i) the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding for which the advancement is requested, or (ii) if a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion or (iii) by the Member, that, based upon the facts known to the Board, counsel or the Member at the time such determination is made, such person acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interest of the Company, or, with respect to any criminal proceeding, that such person believed or had reasonable cause to believe such person’s conduct was unlawful. In no event shall any advance be made in instances where the Board, the Member or independent legal counsel reasonably determines that such person deliberately breached such person’s duty to the Company or its Member.

(f) Non-Exclusivity. The indemnification and the advancement of expenses provided by this Section 4.4 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of law, under the Articles or this Agreement or under any agreement, approval of the Member or disinterested Directors, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and shall not limit in any way any right which the Company may have to make additional indemnifications with respect to the same or different persons or classes of persons. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 4.4 shall continue as to a person who has ceased to be a Director, officer or employee of the Company or has ceased to serve in an Indemnifiable Capacity and shall inure to the benefit of the heirs, executors, administrators and estate of such a person.

(g) Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a Director, officer or employee of the Company, or is or was serving at the request of the Company as a Director, officer or employee of any Other Enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section 4.4.

(h) Vesting of Rights. The rights granted or created hereby shall be vested in each person entitled to indemnification hereunder as a bargained-for, contractual condition of such person’s serving or having served as in an Indemnifiable Capacity and while this Section 4.4 may be amended or repealed, no such amendment or repeal shall release, terminate or adversely affect the rights of such person under this Section 4.4 with respect to any act taken or the failure to take any act by such person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed before or after such amendment or repeal.

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(i) Definition of “the Company”. For purposes of this Section 4.4, other than paragraph (c) of this Section 4.4, references to “the Company” shall, if and only if the Board of Directors shall determine, include, in addition to the resulting or surviving Company, any constituent Company (including any constituent of a constituent) absorbed in a consolidation or merger, which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers or employees or persons serving at the request of such constituent Company as a director, officer, or employee of any Other Enterprise, so that any person who is or was a director, officer or employee of such constituent Company, or is or was serving at the request of such constituent Company as a director, officer, or employee of any Other Enterprise, shall stand in the same position under the provisions of this Section 4.4 with respect to the resulting or surviving Company as such person would have with respect to such constituent Company if its separate existence had continued.

(j) Certain Definitions. For purposes of this Section 4.4:

(i) References to serving in an “Indemnifiable Capacity” shall mean service by a person as a Director, Chairman, Vice Chairman, President or other officer or employee of the Company or service by a person at the Company’s request as a director, officer or employee of any Other Enterprise (as hereinafter defined);

(ii) References to “Other Enterprises” or “Other Enterprise” shall include without limitation any other company, corporation, partnership, limited liability company, joint venture, trust or employee benefit plan;

(iii) References to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan;

(iv) References to “defense” shall include investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and shall also include any defensive assertion of a cross-claim or counterclaim;

(v) References to “serving at the request of the Company” shall include any service as a director, officer or employee of an entity which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants, or beneficiaries;

(vi) A person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company”;

(vii) Unless the Board of Directors of the Company shall determine otherwise, any Director, officer or employee of the Company who shall serve as a director, officer, or employee of any Other Enterprise of which the Company, directly or indirectly, is a shareholder or creditor, or in which the Company is in any way interested, shall be presumed to be serving as such director, officer, or employee at the request of the Company; and

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(viii) In all other instances where any person shall serve as a director, officer, or employee of any Other Enterprise, if it is not otherwise established that such person is or was serving as such director, officer, or employee at the request of the Company, the Board of Directors of the Company shall determine whether such person is or was serving at the request of the Company, and it shall not be necessary to show any actual or prior request for such service, which determination shall be final and binding on the Company and the person seeking indemnification.

(k) Severability. If any provision of this Section 4.4 or the application of any such provision to any person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 4.4 and the application of such provision to other persons or circumstances shall not be affected thereby and to the fullest extent possible the court finding such provision invalid, illegal or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all persons or entities and to give the maximum possible protection to persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if any officer or Director of the Company or any person who is or was serving at the request of the Company as a director, officer, or employee of any Other Enterprise, is entitled under any provision of this Section 4.4 to indemnification by the Company for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such person in connection with any threatened, pending or completed action, suit or proceeding (including without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify such person for the portion thereof to which such person is entitled.

ARTICLE V. ACCOUNTING MATTERS

5.1 Fiscal Year. The fiscal year and taxable year of the Company shall end on September 30 of each year.

5.2 Books and Records. At all times during the existence of the Company, the Company shall cause to be maintained full and accurate books of account, which shall reflect all Company transactions and be appropriate and adequate for the Company’s business.

ARTICLE VI. DISSOLUTION

6.1 Dissolution. The Company shall be dissolved as provided in the Articles.

6.2 Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 6.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

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6.3 Application of Proceeds. Upon dissolution and liquidation of the Company, the assets of the Company shall be applied and distributed in the following order of priority:

(a) To the payment of debts and liabilities of the Company (including to the Member to the extent otherwise permitted by law) and the expenses of liquidation.

(b) Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves shall be paid over by such Person to an escrow agent appointed by the Board of Directors, to be held by such agent or its successor for such period as such Person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall be distributed as hereinafter provided.

(c) The remainder to the Member.

ARTICLE VII. MISCELLANEOUS

7.1 Notices. Any notice, demand, request or other communication (a “Notice”) required or permitted to be given by this Agreement or the Act to the Company, the Member, a Director, or any other Person shall be sufficient if in writing and if hand delivered or mailed by registered or certified mail to the Company at its principal office or to the Member or any other Person at the address of the Member or such other Person as it appears on the records of the Company or sent by facsimile transmission to the telephone number, if any, of the recipient’s facsimile machine as such telephone number appears on the records of the Company. All Notices that are mailed shall be deemed to be given when deposited in the United States mail, postage prepaid. All Notices that are hand delivered shall be deemed to be given upon delivery. All Notices that are given by facsimile transmission shall be deemed to be given upon receipt, it being agreed that the burden of proving receipt shall be on the sender of such Notice and such burden shall not be satisfied by a transmission report generated by the sender’s facsimile machine.

7.2 No Third Party Rights. None of the provisions contained in this Agreement shall be for the benefit of or enforceable by any third parties, including, but not limited to, creditors of the Company; provided, however, the Company may enforce any rights granted to the Company under the Act, the Articles, or this Agreement.

7.3 Entire Agreement. This Agreement, together with the Articles, constitutes the entire agreement, relative to the formation, operation and continuation of the Company.

7.4 Amendments to this Agreement. Except as otherwise provided herein, this Agreement shall not be modified or amended in any manner other than with the written approval of the Member.

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7.5 Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

7.6 Headings. The headings of the Sections of this Agreement are for convenience only and shall not be considered in construing or interpreting any of the terms or provisions hereof.

7.7 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

IN WITNESS WHEREOF, the sole Member of the Company has duly executed this Agreement as of the date first above written.

INERGY PROPANE, LLC
By	/s/ John J. Sherman
	Name: John J. Sherman
	Title: President

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