EXHIBIT 3.6
LIMITED LIABILITY COMPANY AGREEMENT
OF
INERGY GP, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement"), is made as of
the 2nd day of March, 2001, by Inergy GP, LLC, a Delaware limited liability
company (the "Company"), and Inergy Holdings, 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 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 the Limited Liability Company Agreement of the Company 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.
"CERTIFICATE" means the Certificate of Formation of the Company filed with
the Delaware Secretary of State, as amended from time to time.
"COMPANY" means Inergy GP, 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 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.
"PERSON" means any individual, partnership, limited liability company,
corporation, cooperative, trust or other entity.
ARTICLE II - BUSINESS PURPOSES AND OFFICES
2.1 NAME; BUSINESS PURPOSE.
(a) The name of the Company shall be as stated in the Certificate.
The name of the Company may be changed from time to time by the
determination of the Member.
(b) The business purpose of the Company is to act as the general
partner of Inergy, L.P., a Delaware limited partnership, to act as the
managing partner of Inergy Propane, LLC, a Delaware limited liability
company, 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.
2.3 PRINCIPAL OFFICE. The principal office of the Company shall be
located at such place as the Member may determine from time to time.
2.4 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.
2.5 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.
2.6 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.
2.7 EFFECTIVE DATE. This Agreement shall be effective on the date of this
Agreement.
ARTICLE III - OWNERSHIP INTEREST
3.1 INTEREST. 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. The Member's initial capital investment in the Company
shall be $1,000.
3.2 VOTING. Unless otherwise granted to the Board of Directors in the
Certificate or this Agreement, the Member shall possess the entire voting
interest in all matters relating to the
2
Company, including, without limitation, matters relating to the amendment of
this Agreement, any merger, consolidation or conversion of the Company, sale of
all or substantially all of the assets of the Company and the termination,
dissolution and liquidation of the Company.
3.3 DISTRIBUTION. Distributions by the Company of cash or other property
shall be made to the Member at such time as the Board of Directors deems
appropriate.
ARTICLE IV - MANAGEMENT
4.1 MANAGEMENT AND BOARD OF DIRECTORS.
(a) Directors
(i) General Powers. The business and affairs of the Company
shall be managed by its Board of Directors.
(ii) Number, Tenure and Qualifications. The number of Directors
of the Company shall be five (5). The initial Directors of the Company
shall be Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xx.,
Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx. Each Director shall have a
vote. 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 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 three (3) days nor more than
sixty (60) days prior thereto. Such notice shall be given in the
manner provided in Section 8.1 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
3
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.
(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, to the extent
provided in such resolution or resolutions, shall have and may
exercise all of the authority of the Board in the management of the
Company; provided, however, that the designation of each such
committee and the delegation thereto of authority shall not operate to
relieve the Board, or any member thereof, of any responsibility
imposed upon it or such member by law. 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 required to be taken at a
meeting of the Board of Directors of the Company, or any other action
which may be taken at a meeting of the Board of Directors 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
President, a
4
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, except the offices of President and secretary.
(ii) Election and Term of Office. The officers of the Company
shall be elected by 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,
in its discretion, may elect an individual who is a Director to serve
as Chairman of the Board. The Chairman shall preside at all meetings
of the Board of Directors.
(v) President. The Board of Directors 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 Board of Directors, 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. 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 Board of
Directors.
(vi) Vice Presidents. The Board of Directors, 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, 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 Board of
Directors.
(vii) 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 President or the Board of Directors.
5
(viii) Assistant Secretaries. The Board of Directors, 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 President, or the Board of Directors.
(ix) 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.
ARTICLE V - INDEMNIFICATION
5.1 LIMITATION OF LIABILITY; INDEMNIFICATION. None of the Directors,
President 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.
5.2 DEFINITIONS. For purposes of Sections 5.2 through 5.12 hereof,
inclusive, reference to:
(a) The "Company" shall include, in addition to the resulting or
surviving limited liability company, any constituent limited liability
company (including any constituent of a constituent) absorbed in a
consolidation or merger so that any Person who is or was a manager,
director, or officer of such constituent limited liability company, or is
or was serving at the request of such constituent limited liability company
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
Article V 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 in the same capacity.
(b) "Other Enterprises" or "Other Enterprise" shall include, without
limitation, any other limited liability company, corporation, partnership,
joint venture, trust or employee benefit plan, in which a Person is serving
at the request of the Company;
6
(c) "fines" shall include any excise taxes assessed against a person
with respect to an employee benefit plan;
(d) "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;
(e) "serving at the request of the Company" shall include any service
as a director, officer, Representative or in any other comparable position
that imposes duties on, or involves services by, a Person with respect to
any Other Enterprise; and a Person who acted in good faith and in a manner
such Person reasonably believed to be in or not opposed to the interest of
any Other Enterprise shall be deemed to have acted "in the best interest of
the Company" as referred to in this Article V; and "Officer" shall include
any "Authorized Person" who is authorized to act on behalf of the Company
pursuant to the terms hereof, whether or not such person has been
designated an officer of the Company; and
(f) "officer" shall include an "authorized person" who is authorized
to act on behalf of the Company pursuant to the terms hereof, whether or
not such person has been designated an officer of the Company.
5.3 LIMITATION OF LIABILITY. 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 director or an officer of the Company or as a Representative 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, and in a manner such Person reasonably
believes to be in or not opposed to the best interests of the Company. The
liability of a director or an officer or Representative hereunder shall be
limited only for those actions taken or omitted to be taken by such Person in
the discharge of such Person's obligations in connection with the management of
the business and affairs of the Company or any Other Enterprise. The foregoing
limitation of liability shall apply to all directors, officers and to all
Persons who serve as a Representative at any time.
5.4 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, a
director or an officer of the Company, a Representative 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, 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); provided, however,
that the Company shall not be required to indemnify or advance expenses to any
Person on account of such Person's conduct that was finally adjudged to
7
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 Board of Directors; provided,
however, that a director or an officer or Representative shall be indemnified
hereunder only for those actions taken or omitted to be taken by such Person in
the discharge of such Person's obligations in connection with the management of
the business and affairs of the Company or any Other Enterprise. 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. The
foregoing right to indemnification shall apply to all Persons serving as
directors or officers and to all Persons who serve as a Representative at any
time or who serve at any time at the request of the Company as a director,
officer or in any other comparable position of any Other Enterprise. Nothing
herein prevents the Member from indemnifying its representatives or directors or
officers under such Member's organizational documents or other agreements. If
any Person is entitled to indemnification both from the Company and from a
Member, then indemnification would come first from the Company and thereafter
from the Member.
5.5 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 Article V, 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).
5.6 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 the Person subject thereto 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 legal counsel for the Company reasonably
determines that such Person would not be entitled to indemnification hereunder.
5.7 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, or any agreement, vote of the Board of Directors or Member, 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 Article V shall continue as to a Person who has ceased to be a
director or an officer of the Company, a Representative or a
8
Person eligible for designation as a Representative 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.
5.8 INSURANCE. The Board of Directors may cause the Company to purchase
and maintain insurance on behalf of any Person who is or was a director or an
officer, agent or employee of the Company or a Representative 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 Article V.
5.9 AMENDMENT AND 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 a director or an officer of the Company or a Representative 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 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 (a)
act taken or the failure to take any act by such Person prior to such amendment
or repeal, or (b) any action, suit or proceeding concerning such act or failure
to act filed after such amendment or repeal.
5.10 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 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 Company, any Representative 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 Article V 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.
5.11 CONTRACTS WITH MEMBER OR THEIR AFFILIATES. All contracts or
transactions between the Company and its Member, one of its directors, or
officers or between the Company and another limited liability company,
corporation, partnership, association or other organization in which the Member
has a financial interest or with which such Member is affiliated are permissible
if such contract or transaction, and such Member's or officer's interest
therein, are
9
fully disclosed to the Board of Directors and approved by the Board of
Directors.
5.12 OTHER BUSINESS VENTURES. Any 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 or identical to the
business of the Company, and neither the Company nor any other 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 and Representatives 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. The foregoing shall not supersede
any employment, confidentiality, noncompete or other specific agreement that may
exist between the Company (or an Affiliate of the Company) and any Member (or an
Affiliate of any Member).
ARTICLE VI - ACCOUNTING MATTERS
6.1 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 Board of Directors.
6.2 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 VII - DISSOLUTION AND TERMINATION
7.1 EVENTS CAUSING DISSOLUTION. The Company shall be of perpetual
duration; however, the Company may be dissolved upon:
(a) The direction of the Member to dissolve the Company;
(b) A decree of dissolution being entered with respect to the Company
by a court of competent jurisdiction; or
(c) A merger or consolidation under the Act where the Company is not
the surviving entity in such merger or consolidation.
7.2 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 7.3, 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.
10
7.3 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 VIII - ARTICLE IX - MISCELLANEOUS
8.1 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.
8.2 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
Certificate, or this Agreement.
8.3 ENTIRE AGREEMENT. This Agreement, together with the Certificate,
constitutes the entire agreement, relative to the formation, operation and
continuation of the Company.
8.4 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.
8.5 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
11
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.
8.6 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.
8.7 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 written above.
INERGY GP, LLC
By: INERGY HOLDINGS, LLC, the sole Member of
Inergy GP, LLC
/s/ XXXX X. XXXXXXX
By:_____________________________________
Xxxx X. Xxxxxxx, Sole Voting Member of
Inergy Holdings, LLC
INERGY HOLDINGS, LLC
/s/ XXXX X. XXXXXXX
By:_________________________________________
Xxxx X. Xxxxxxx, Sole Voting Member
12
