I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “FLINT HILLS RESOURCES HOUSTON CHEMICAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

 

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

 

CERTIFICATE OF FORMATION, FILED THE THIRTY-FIRST DAY OF JANUARY, A.D. 2007, AT 7:10 O’CLOCK P.M.

 

CERTIFICATE OF MERGER, FILED THE SIXTEENTH DAY OF JULY, A.D. 2014, AT 11:54 O’CLOCK A.M.

 

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE SIXTEENTH DAY OF JULY, A.D. 2014, AT 12:30 O’CLOCK P.M.

 

CERTIFICATE OF MERGER, CHANGING ITS NAME FROM “PL PROPYLENE LLC” TO “FLINT HILLS RESOURCES HOUSTON CHEMICAL, LLC”, FILED THE SIXTEENTH DAY OF JULY, A.D. 2014, AT 12:40 O’CLOCK P.M.

 

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE SIXTEENTH DAY OF JULY, A.D. 2014, AT 1:30 O’CLOCK P.M.

 

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “FLINT HILLS RESOURCES HOUSTON CHEMICAL, LLC”.

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CERTIFICATE OF FORMATION

OF

PL PROPYLENE LLC

 

This Certificate of Formation of PL Propylene LLC (the “LLC”) is being duly executed and filed by Christopher R. Machera, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.).

 

 

 

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 31st day of January, 2007.

 

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CERTIFICATE OF MERGER

OF

PETROLOGISTICS LP

WITH AND INTO

PL PROPYLENE LLC

 

July 16, 2014

 

Pursuant to Section 17-211 of the Delaware Revised Uniform Limited Partnership Act, as amended (the “DRULPA”), and Section 18-209 of the Delaware Limited Liability Company Act, as amended (the “DLLCA”), PL Propylene LLC, a Delaware limited liability company (“OpCo”), does hereby certify the following information in connection with the merger of PetroLogistics LP, a Delaware limited partnership (“MLP”), with and into OpCo (the “Merger”):

 

1.  The name and jurisdiction of formation and type of entity of each of the constituent entities in the Merger (the “Constituent Entities”) are as follows:

2.  The Merger Agreement, dated July 16, 2014 (the “Merger Agreement”), by and between MLP and OpCo has been approved, adopted, certified, executed and acknowledged by each of the Constituent Entities in accordance with Section 17-211 of the DRULPA and Section 18-209 of the DLLCA.

 

3.  OpCo will be the surviving entity in the Merger.

 

4.  No amendment to the certificate of formation of OpCo will be effected by the Merger.

 

5.  This Certificate of Merger, and the Merger provided for herein, shall become effective at 12:30 p.m. Eastern Daylight Time on July 16, 2014.

 

6.  The executed Merger Agreement is on file at an office of OpCo, the address of which is 4111 East 37^th Street North, Wichita, Kansas 67220.

 

7.  A copy of the Merger Agreement will be furnished by OpCo, on request and without cost, to any partner or member of any of the Constituent Entities.

 

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Merger as of the day and year first above written.

 

SIGNATURE PAGE TO CERTIFICATE OF MERGER OF

PETROLOGISTICS LP AND PL PROPYLENE LLC

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CERTIFICATE OF MERGER

OF

PETROLOGISTICS GP LLC

WITH AND INTO

PL PROPYLENE LLC

 

July 16, 2014

 

Pursuant to Section 18-209 of the Delaware Limited Liability Company Act, as amended (the “DLLCA”), PL Propylene LLC, a Delaware limited liability company (“OpCo”), does hereby certify the following information in connection with the merger of PetroLogistics GP LLC, a Delaware limited liability company (“MLP GP”), with and into OpCo (the “Merger”):

 

1.  The name and jurisdiction of formation and type of entity of each of the constituent entities in the Merger (the “Constituent Entities”) are as follows:

 

2.  The Merger Agreement, dated July 16, 2014 (the “Merger Agreement”), by and between MLP GP and OpCo has been approved, adopted, certified, executed and acknowledged by each of the Constituent Entities in accordance with Section 18-209 of the DLLCA.

 

3.  OpCo will be the surviving entity in the Merger.

 

4.  Pursuant to the Merger Agreement, the certificate of formation of OpCo will be amended as set forth in Exhibit A.

 

5.  This Certificate of Merger, and the Merger provided for herein, shall become effective at 1:30 p.m. Eastern Daylight Time on July 16, 2014.

 

6.  The executed Merger Agreement is on file at an office of OpCo, the address of which is 4111 East 37^th Street North, Wichita, Kansas 67220.

 

7.  A copy of the Merger Agreement will be furnished by OpCo, on request and without cost, to any member of any of the Constituent Entities.

 

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IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Merger as of the day and year first above written.

 

SIGNATURE PAGE TO CERTIFICATE OF MERGER OF

PETROLOGISTICS GP LLC AND PL PROPYLENE LLC

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Amended Certificate of Formation

 

[Attached]

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AMENDED

CERTIFICATE OF FORMATION

OF

FLINT HILLS RESOURCES HOUSTON CHEMICAL, LLC

 

 

 

 

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