EXHIBIT 3.2A
AMENDMENT NO. 1 TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
INERGY, L.P.
This Amendment No. 1 (this "Amendment No. 1") to the Amended and Restated
Agreement of Limited Partnership of Inergy, L.P. (the "Partnership") is entered
into effective as of June 12, 2002, by Inergy GP LLC, a Delaware limited
liability company (the "Managing General Partner"), as managing general partner
of the Partnership. Capitalized terms used but not defined herein are used as
defined in the Partnership Agreement.
WHEREAS, the Managing General Partner, the Non-Managing General Partner and
the Limited Partners of the Partnership entered into that certain Amended and
Restated Agreement of Limited Partnership of the Partnership dated as of July
31, 2001 (the "Partnership Agreement");
WHEREAS, Section 13.1(d)(i) of the Partnership Agreement provides that the
Managing General Partner may amend any provision of the Partnership Agreement
without the approval of any Partner or Assignee to reflect a change that, in the
discretion of the Managing General Partner, does not adversely affect the
Limited Partners (including any particular class of Partnership Interests) in
any material respect;
WHEREAS, acting pursuant to the power and authority granted to it under
Section 13.1(d)(i) of the Partnership Agreement, the Managing General Partner
has determined that the following amendment to the Partnership Agreement does
not adversely affect the Limited Partners (including any particular class of
Partnership Interests) in any material respect.
NOW THEREFORE, the Managing General Partner does hereby amend the
Partnership Agreement as follows:
Section 1. Amendment.
Section 5.7(b) is hereby amended to add the following sentence to the end
of the first paragraph:
For purposes of this Section 5.7(b), the term "debt" shall be deemed to
include indebtedness used to extend, refinance, renew, replace or defease debt
originally incurred in connection with an Acquisition or Capital Improvement;
provided, that the amount of such extended, refinanced, renewed, replaced or
defeased debt does not exceed the principal amount of, plus accrued interest on,
the original debt.
Section 2. Ratification of Partnership Agreement. Except as expressly
modified and amended herein, all of the terms and conditions of the Partnership
Agreement shall remain in full force and effect.
Section 3. Governing Law. This Amendment No. 1 will be governed by and
construed in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the Managing General Partner has executed this
Amendment No. 1 as of the date first set forth above.
MANAGING GENERAL PARTNER:
INERGY GP LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
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