Common use of Capitalization and Valid Issuance of Purchased Units Clause in Contracts

Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this Agreement, the issued and outstanding limited partner interests of Inergy consist of 17,626,506 Common Units, 5,478,568 Senior Subordinated Units and 1,145,084 Junior Subordinated Units and the Incentive Distribution Rights, as defined in the Partnership Agreement. The only issued and outstanding general partner interests of Inergy are the interests of the General Partners described in the Partnership Agreement. All outstanding Common Units, Senior Subordinated Units, Junior Subordinated Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”). (b) Other than Inergy’s Long-Term Incentive Plan, as amended, and Inergy’s Employee Unit Purchase Plan, as amended and restated, Inergy has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which Inergy unitholders may vote are issued or outstanding. Except as set forth in the first sentence of this Section 3.02(b) or as are contained in the Partnership Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character obligating Inergy or any of its Subsidiaries to issue, transfer or sell any partnership interests or other equity interest in, Inergy or any of its Subsidiaries or securities convertible into or exchangeable for such partnership interests, (ii) obligations of Inergy or any of its Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests or equity interests of Inergy or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Inergy or any of its Subsidiaries is a party with respect to the voting of the equity interests of Inergy or any of its Subsidiaries, other than the Unitholder Agreement of United Propane, Inc. relating to the voting of its Common Units. None of the filing of the Registration Statement, the offering or sale of the Common Units or the registration of the Common Units pursuant to the Registration Rights Agreement, all as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership other than those rights granted under that certain Investors Rights Agreement dated as of January 12, 2001, by and among Inergy Partners, LLC (as predecessor to Inergy) and the investors named therein, that certain Registration Rights Agreement dated as of December 19, 2001, by and between Inergy and IPCH Acquisition Corp., and those rights granted to the General Partners or any of their Affiliates (as such term is defined in the Partnership Agreement) under Section 7.12 of the Partnership Agreement. (i) All of the issued and outstanding equity interests of each of Inergy’s Subsidiaries are owned, directly or indirectly, by Inergy free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under the Inergy Credit Facility), and all such ownership interests have been duly authorized, validly issued and are fully paid (to the extent required in the organizational documents of Inergy’s Subsidiaries, as applicable) and non-assessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware LP Act) and free of preemptive rights, with no personal liability attaching to the ownership thereof, and (ii) except as disclosed in the Inergy SEC Documents, neither Inergy nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person. (d) The Common Units being purchased by Purchaser hereunder and the limited partner interests represented thereby, will be duly authorized by Inergy pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to Purchaser against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws and other than such Liens as are created by Purchaser. (e) The Common Units are quoted on the NASDAQ. At the Closing the Purchased Units will have been approved for quotation on the NASDAQ, subject only to official notice of issuance.

Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this Agreement, the issued and outstanding limited partner interests of Inergy consist of 17,626,506 26,254,645 Common Units, 5,478,568 Senior Subordinated Units and 1,145,084 Junior Subordinated Units and the Incentive Distribution Rights, as defined in the Partnership Agreement. The only issued and outstanding general partner interests of Inergy are the interests of the General Partners described in the Partnership Agreement. All outstanding Common Units, Senior Subordinated Units, Junior Subordinated Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”). (b) Other than Inergy’s Long-Term Incentive Plan, as amended, and Inergy’s Employee Unit Purchase Plan, as amended and restated, Inergy has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which Inergy unitholders may vote are issued or outstanding. Except as set forth in the first sentence of this Section 3.02(b) or as are contained in the Partnership Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character obligating Inergy or any of its Subsidiaries to issue, transfer or sell any partnership interests or other equity interest in, Inergy or any of its Subsidiaries or securities convertible into or exchangeable for such partnership interests, (ii) obligations of Inergy or any of its Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests or equity interests of Inergy or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Inergy or any of its Subsidiaries is a party with respect to the voting of the equity interests of Inergy or any of its Subsidiaries, other than the Unitholder Agreement of United Propane, Inc. relating to the voting of its Common Units. None of the filing of the Registration Statement, the offering or sale of the Common Special Units or the registration of the Common Special Units pursuant to the Registration Rights Agreement, all as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership other than those rights granted under that certain Investors Rights Agreement dated as of January 12, 2001, by and among Inergy Partners, LLC (as predecessor to Inergy) and the investors named therein, that certain Registration Rights Agreement dated as of December 19, 2001, by and between Inergy and IPCH TJPCH Acquisition Corp., and those rights granted to the General Partners or any of their Affiliates (as such term is defined in the Partnership Agreement) under Section 7.12 of the Partnership Agreement. (i) All of the issued and outstanding equity interests of each of Inergy’s Subsidiaries are owned, directly or indirectly, by Inergy free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under the Inergy Credit Facility), and all such ownership interests have been duly authorized, validly issued and are fully paid (to the extent required in the organizational documents of Inergy’s Subsidiaries, as applicable) and non-non assessable (except as such nonassessability may be affected by matters described in arising under Section 1718-607 of the Delaware LP LLC Act) and free of preemptive rights, with no personal liability attaching to the ownership thereof, thereof except where the failure to own such interests free and (ii) except as disclosed in the clear of any Liens would not be reasonably likely to have an Inergy SEC Documents, neither Inergy nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other PersonMaterial Adverse Effect. (d) The Common Special Units being purchased by Purchaser hereunder and the limited partner interests represented thereby, will be duly authorized by Inergy pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to Purchaser against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws and other than such Liens as are created by Purchaser. (e) The Common Units are quoted on the NASDAQ. At the Closing the Purchased Units will have been approved for quotation on the NASDAQ, subject only to official notice of issuance.

Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this Agreement, the issued and outstanding limited partner partnership interests of Inergy HEP consist of 17,626,506 59,360,503 Common Units, 5,478,568 Senior Subordinated Units and 1,145,084 Junior Subordinated Units and the Incentive Distribution Rights, Rights (as defined in the Partnership Agreement). The only issued and outstanding General Partner is the sole general partner interests of Inergy are the interests HEP, owning of record, and to our knowledge, beneficially, a 2.0% general partner interest in HEP (assuming contribution by the General Partners described Partner to HEP on the date hereof of cash or other property sufficient to maintain its 2.0% general partner interest in HEP); such general partner interest is duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner owns such general partner interest free and clear of all liens, encumbrances (except restrictions on transferability that may be imposed by federal or state securities laws or as set forth in the Partnership Agreement), security interests, equities, charges or claims. All outstanding Common Units, Senior Subordinated Units, Junior Subordinated Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)). (b) Other than InergyHEP’s Long-Term Incentive Plan, as amended, and Inergy’s Employee Unit Purchase Plan, as amended and restated, Inergy HEP has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which Inergy HEP’s unitholders may vote are issued or outstanding. Except as set forth in the first sentence of this Section 3.02(b) ), as contemplated by this Agreement, or as are contained in the Partnership Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character obligating Inergy HEP or any of its the HEP Subsidiaries to issue, transfer or sell any partnership interests or other equity interest in, Inergy HEP or any of its the HEP Subsidiaries or securities convertible into or exchangeable for such partnership interests, interests or equity interests or (ii) obligations of Inergy HEP or any of its the HEP Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests or equity interests of Inergy HEP or any of its the HEP Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Inergy or any of its Subsidiaries is a party with respect to the voting of the equity interests of Inergy or any of its Subsidiaries, other than the Unitholder Agreement of United Propane, Inc. relating to the voting of its Common Unitssentence. None of the filing of the Registration Statement, Neither the offering or sale of the Common Purchased Units or the registration of the Common Purchased Units pursuant to the Registration Rights Agreement, all as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership HEP other than those rights granted under that certain Investors Rights Agreement dated as of January 12, 2001, by and among Inergy Partners, LLC (as predecessor to Inergy) and the investors named therein, that certain Registration Rights Agreement dated as of December 19, 2001, by and between Inergy and IPCH Acquisition Corp., and those rights granted to the General Partners Partner or any of their its Affiliates (as such term is defined in the Partnership Agreement) under Section 7.12 of the Partnership Agreement. (c) (i) All Attached as Schedule 3.02 hereto is a true and complete list of each entity in which HEP has a direct or indirect majority equity or voting interest (each, a “HEP Subsidiary” and collectively, the “HEP Subsidiaries”). Except as disclosed in the HEP SEC Documents, all of the issued and outstanding equity interests of each of Inergy’s the HEP Subsidiaries owned by HEP are owned, directly or indirectly, by Inergy HEP free and clear of any Liens liens, encumbrances, security interests, equities, charges or claims (except for such restrictions as may exist under applicable Law and except for such Liens liens as may be imposed under HEP’s or the Inergy HEP Subsidiaries’ credit facilities filed as exhibits to HEP’s SEC Documents, including the Credit FacilityAgreement), and all such ownership interests have been duly authorized, validly issued and are fully paid (to the extent required in the organizational documents of Inergy’s the HEP Subsidiaries, as applicable) and non-assessable (except (x) as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, Section 1718-607 of the Delaware LP Limited Liability Company Act (the “Delaware LLC Act”), Section 6.07 of the Texas Revised Uniform Limited Partnership Act (“TRULPA”), the organizational documents of the HEP Subsidiaries, as applicable and (y) with respect to any general partner interests) and free of preemptive rights, with no personal liability attaching to the ownership thereof, and (ii) except as set forth on Schedule 3.02 or disclosed in the Inergy HEP SEC Documents, neither Inergy HEP nor any of its the HEP Subsidiaries owns own any shares of capital stock or other securities of, or interest in, any other Person, or is are obligated to make any capital contribution to or other investment in any other Person. (d) The Common Purchased Units being purchased by Purchaser hereunder and the limited partner partnership interests represented thereby, thereby have been or will be duly authorized by Inergy HEP pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to Purchaser the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens liens, encumbrances, security interests, equities, charges or claims and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws Laws and other than such Liens liens, encumbrances, security interests, equities, charges or claims as are created by Purchaserthe Purchasers. (e) The HEP’s currently outstanding Common Units are quoted listed on the NASDAQ. At the Closing the Purchased Units will have been approved for quotation on the NASDAQ, subject only to official notice of issuanceThe New York Stock Exchange (“NYSE”).

Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this Agreement, prior to the issuance and sale of the Partnership Units, as contemplated hereby, the issued and outstanding limited partner interests of Inergy Crosstex consist of 17,626,506 21,982,039 Common Units, 5,478,568 4,668,000 Subordinated Units, 12,829,650 Senior Subordinated Units and 1,145,084 Junior Subordinated Series Class C Units and the Incentive Distribution Rights, as defined in the Partnership Agreement. The only issued and outstanding general partner interests of Inergy Crosstex are the interests of the General Partners Partner described in the Partnership Agreement. All outstanding Common Units, Senior Subordinated Units, Junior Senior Subordinated Series Class C Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)). (b) Other than Inergy’s the Crosstex Energy GP, LLC Long-Term Incentive Plan, as amended, and Inergy’s Employee Unit Purchase Plan, as amended and restated, Inergy Crosstex has no equity compensation plans that contemplate the issuance of Common Units partnership interests of Crosstex (or securities convertible into or exchangeable for Common Unitspartnership interests of Crosstex). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which Inergy Crosstex unitholders may vote are issued or outstanding. Except as set forth in the first sentence of this Section 3.02(b) or as are contained in the Partnership Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character obligating Inergy Crosstex or any of its Subsidiaries to issue, transfer or sell any partnership interests or other equity interest in, Inergy Crosstex or any of its Subsidiaries or securities convertible into or exchangeable for such partnership interests, (ii) obligations of Inergy Crosstex or any of its Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests or equity interests of Inergy Crosstex or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Inergy Crosstex or any of its Subsidiaries is a party with respect to the voting of the equity interests of Inergy Crosstex or any of its Subsidiaries, other than the Unitholder Agreement of United Propane, Inc. relating to the voting of its Common Units. None of the filing of the Registration Statement, the offering or sale of the Common Units or the registration of the Common Units pursuant to the Registration Rights Agreement, all as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership other than those rights granted under that certain Investors Rights Agreement dated as of January 12, 2001, by and among Inergy Partners, LLC (as predecessor to Inergy) and the investors named therein, that certain Registration Rights Agreement dated as of December 19, 2001, by and between Inergy and IPCH Acquisition Corp., and those rights granted to the General Partners or any of their Affiliates (as such term is defined in the Partnership Agreement) under Section 7.12 of the Partnership Agreement. (i) All of the issued and outstanding equity interests of each of InergyCrosstex’s Subsidiaries (except Crosstex DC Gathering Company, J.V.) are owned, directly or indirectly, by Inergy Crosstex free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under the Inergy Crosstex Credit FacilityFacility or the Crosstex Master Shelf Agreement), and all such ownership interests have been duly authorized, validly issued and are fully paid (to the extent required in the organizational documents of InergyCrosstex’s Subsidiaries, as applicable) and non-assessable (except as such nonassessability may be affected by matters described in Section 17-303, 17-607 and 17-804 of the Delaware LP Act, Section 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), Article 5.09 of the Texas Limited Liability Company Act, Sections 3.03, 5.02 and 6.07 of the Texas Revised Limited Partnership Act and Sections 12:1327 and 12:1328 of the Louisiana Limited Liability Company Act) and free of preemptive rights, with no personal liability attaching to the ownership thereof, rights and (ii) except as disclosed in the Inergy Crosstex SEC Documents, neither Inergy Crosstex nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person. (d) The Common Senior Subordinated Series D Units being purchased by Purchaser each of the Purchasers hereunder and the limited partner interests represented thereby, will be duly authorized by Inergy Crosstex pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to such Purchaser against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws and other than such Liens as are created by Purchaserlaws. (e) The Common Units are quoted listed on the NASDAQNASDAQ and Crosstex has not received any notice of delisting. At the Closing Closing, the notification form and supporting documentation, if required, related to the Common Units to be issued on conversion of the Purchased Units will have been approved for quotation on filed with the NASDAQ. (f) The Common Units issuable upon conversion of the Senior Subordinated Series D Units and the limited partner interests represented thereby will be duly authorized by Crosstex pursuant to the Partnership Agreement prior to the Closing and, subject only upon issuance in accordance with the terms of Senior Subordinated Series D Units and the Partnership Agreement, will be validly issued, fully paid (to official notice the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of issuancethe Delaware LP Act) and will be free of any and all Liens (other than Liens created by a Purchaser with respect to Senior Subordinated Series D Units) and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws.

Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this Agreementhereof, the issued and outstanding limited partner interests of Inergy MarkWest consist of 17,626,506 31,206,514 Common Units, 5,478,568 Senior Subordinated Units and 1,145,084 Junior 1,200,000 Subordinated Units and the Incentive Distribution Rights, as defined in the Partnership AgreementUnits. The only issued and outstanding general partner interests of Inergy MarkWest are the interests of the General Partners Partner described and as defined in the Partnership Agreement. All outstanding Common Units, Senior Subordinated Units, Junior Units and Subordinated Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described under the caption “The Partnership Agreement-Limited Liability” in Section 17MarkWest’s registration statement on Form S-1 (No. 333-607 of 81780) which is incorporated by reference into the Delaware Revised Uniform Limited Partnership Act Partnership’s Registration Statement on Form 8-A (File No. 001-31239) (the “Delaware LP ActForm 8-A”)). (b) Other than InergyMarkWest’s Long-Term Incentive PlanPlan and MarkWest’s other equity compensation plans, as amendeddescribed in MarkWest’s Annual Report on Form 10-K for the period ended December 31, and Inergy’s Employee Unit Purchase Plan2006, as amended and restated, Inergy MarkWest has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which Inergy MarkWest unitholders may vote are is issued or outstanding. Except as set forth in the first sentence of this Section 3.02(b) or as are contained in the Partnership Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character obligating Inergy MarkWest or any of its Subsidiaries to issue, transfer or sell any partnership interests or other equity interest in, Inergy MarkWest or any of its Subsidiaries or securities convertible into or exchangeable for such partnership interests or equity interests, (ii) obligations of Inergy MarkWest or any of its Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests or equity interests of Inergy MarkWest or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Inergy MarkWest or any of its Subsidiaries is a party with respect to the voting of the equity interests of Inergy MarkWest or any of its Subsidiaries. At the Closing, except as described in this Section 3.02(b), there will not be any outstanding subscriptions, options, warrants, calls, preemptive rights, subscriptions, or other than the Unitholder Agreement rights, convertible or exchangeable securities, agreements, claims or commitments of United Propane, Inc. relating to the voting any character by which MarkWest or any of its Common UnitsSubsidiaries will be bound calling for the purchase or issuance of any partnership interests of MarkWest or any equity interest of any of its Subsidiaries or securities convertible into or exchangeable for such partnership or equity interests or any other such securities or agreements. None of the filing of the Registration Statement, Neither the offering or sale of the Common Purchased Units or the nor registration of the Common Purchased Units pursuant to the Registration Rights Agreement, all as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership other than those rights granted under that certain Investors Rights Agreement dated as of January 12, 2001, by and among Inergy Partners, LLC (as predecessor to Inergy) and the investors named therein, that certain Registration Rights Agreement dated as of December 19, 2001, by and between Inergy and IPCH Acquisition Corp., and those rights granted to the General Partners or any of their Affiliates (as such term is defined in the Partnership Agreement) under Section 7.12 of the Partnership AgreementMarkWest. (i) All of the issued and outstanding equity interests of each of InergyMarkWest’s Subsidiaries are owned, directly or indirectly, by Inergy MarkWest free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under the Inergy Credit FacilityMarkWest’s or MarkWest’s Subsidiaries’ credit facilities), and all such ownership interests have been duly authorized, validly issued and are fully paid (to the extent required in the organizational documents of InergyMarkWest’s Subsidiaries, as applicable) and non-assessable (except as such nonassessability may be affected by matters described in Section 6.07 of the Texas Revised Uniform Limited Partnership Act, Section 18-607 of the Delaware Limited Liability Company Act, Section 17-607 of the Delaware LP Revised Uniform Limited Partnership Act, Section 450.4307 of the Michigan Limited Liability Company Act, Section 2030 of the Oklahoma Limited Liability Company Act or the organizational documents of MarkWest’s Subsidiaries, as applicable) and free of preemptive rights, with no personal liability attaching to the ownership thereof, and (ii) except as disclosed in of the Inergy SEC Documentsdate hereof, neither Inergy MarkWest nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person. The material Subsidiaries of MarkWest are set forth on Schedule 3.02 hereto. (d) The Common Units being purchased by Purchaser the Purchasers hereunder and the limited partner interests represented thereby, will be are duly authorized by Inergy pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to Purchaser the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described under the caption “The Partnership Agreement—Limited Liability” in Section 17MarkWest’s registration statement on Form S-1 (No. 333-607 of 81780) which is incorporated by reference into the Delaware LP ActForm 8-A) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws and other than such Liens as are created by the Purchaser. (e) The Common Units are quoted listed on the NASDAQ. At American Stock Exchange. (f) Correct and complete copies of the Closing the Purchased Units will have been approved for quotation on the NASDAQ, subject only to official notice Partnership Agreement and MarkWest’s certificate of issuance.limited partnership are attached hereto as Exhibit B.

Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this Agreement, the issued and outstanding limited partner interests of Inergy PAA consist of 17,626,506 57,162,638 Common Units, 5,478,568 Senior Subordinated Units and 1,145,084 Junior Subordinated Units and the Incentive Distribution Rights, as defined in the Partnership Agreement1,307,190 Class B Units. The only issued and outstanding general partner interests of Inergy PAA are the interests interest of the General Partners Partner described in the Partnership Agreement. All outstanding Common Units, Senior Subordinated Units, Junior Subordinated Units and Incentive Distribution Rights Class B Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described under the caption "The Partnership Agreement—Limited Liability" in Section 17the PAA's registration statement on Form S-1 (No. 333-607 of 64107) which is incorporated by reference into the Delaware Revised Uniform Limited Partnership Act Partnership's Registration Statement on Form 8-A/A (File No. 001-14569) (the “Delaware LP Act”"Form 8-A")). (b) Other than Inergy’s PAA's Long-Term Incentive PlanInvestment Plan and PAA's other equity compensation plans, as amendeddescribed in PAA's Annual Report on Form 10-K for the period ended December 31, and Inergy’s Employee Unit Purchase Plan2003, as amended and restated, Inergy PAA has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which Inergy PAA unitholders may vote are issued or outstanding. Except as set forth in the first sentence of this Section 3.02(b) or as are contained in the Partnership Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character obligating Inergy PAA or any of its Subsidiaries to issue, transfer or sell any partnership interests or other equity interest in, Inergy PAA or any of its Subsidiaries or securities convertible into or exchangeable for such partnership interests or equity interests, (ii) obligations of Inergy PAA or any of its Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests or equity interests of Inergy PAA or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Inergy PAA or any of its Subsidiaries is a party with respect to the voting of the equity interests of Inergy PAA or any of its Subsidiaries. At the Closing, except as described in this Section 3.02(b), there will not be any outstanding subscriptions, options, warrants, calls, preemptive rights, subscriptions, or other than the Unitholder Agreement of United Propanerights, Inc. relating to the voting of its Common Units. None of the filing of the Registration Statementconvertible or exchangeable securities, the offering agreements, claims or sale of the Common Units or the registration of the Common Units pursuant to the Registration Rights Agreement, all as contemplated by this Agreement gives rise to any rights for or relating to the registration commitments of any Common Units or other securities of the Partnership other than those rights granted under that certain Investors Rights Agreement dated as of January 12, 2001, character by and among Inergy Partners, LLC (as predecessor to Inergy) and the investors named therein, that certain Registration Rights Agreement dated as of December 19, 2001, by and between Inergy and IPCH Acquisition Corp., and those rights granted to the General Partners which PAA or any of their Affiliates (as its Subsidiaries will be bound calling for the purchase or issuance of any partnership interests of PAA or any equity interest of any of its Subsidiaries or securities convertible into or exchangeable for such term is defined in the Partnership Agreement) under Section 7.12 of the Partnership Agreement.partnership or equity interests or any other such securities or agreements (i) All of the issued and outstanding equity interests of each of Inergy’s PAA's Subsidiaries are owned, directly or indirectly, by Inergy PAA free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under the Inergy Credit FacilityPAA's or PAA's Subsidiaries' credit facilities), and all such ownership interests have been duly authorized, validly issued and are fully paid (to the extent required in the organizational documents of Inergy’s PAA's Subsidiaries, as applicable) and non-assessable (except as such nonassessability may be affected by matters described in Section 6.07 of the Texas Revised Uniform Limited Partnership Act, Section 18-607 of the Delaware Limited Liability Company Act, Section 17-607 of the Delaware LP Revised Uniform Limited Partnership Act, the laws of Nova Scotia or the organizational documents of PAA's Subsidiaries, as applicable) and free of preemptive rights, with no personal liability attaching to the ownership thereof, and (ii) except as disclosed in the Inergy PAA SEC Documents, neither Inergy PAA nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person. (d) The Common Class C Units being purchased by Purchaser the Purchasers hereunder and the limited partner interests represented thereby, will be duly authorized by Inergy pursuant to the Partnership Agreement (as amended as contemplated by this Agreement) prior to the Closing and, when issued and delivered to Purchaser the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17PAA's registration statement on the Form 8-607 A and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement and under applicable state and federal securities laws and other than such Liens as are created by the Purchaser. At the Closing the Common Units issuable upon conversion of the Delaware LP ActClass C Units, and the limited partnership interests represented thereby, upon issuance in accordance with the terms of the Class C Units and the Partnership Agreement (as amended as contemplated by this Agreement) will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in PAA's registration statement on the Form 8-A) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws and other than such Liens as are created by the Purchaser. (e) The Common Units are quoted listed on the NASDAQNew York Stock Exchange. At the Closing the The Common Units issuable upon conversion of such Purchased Units will have have, subject to issuance, been approved for quotation listing on the NASDAQ, subject only to official notice of issuanceNew York Stock Exchange.

Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this Agreement, prior to the sale and issuance of the Purchased Units as contemplated hereby, the issued and outstanding limited partner interests of Inergy Crosstex consist of 17,626,506 8,798,919 Common Units, 5,478,568 Senior Subordinated Units and 1,145,084 Junior 9,334,000 Subordinated Units and the Incentive Distribution Rights, as defined in the Partnership Agreement. The only issued and outstanding general partner interests of Inergy Crosstex are the interests of the General Partners Partner described in the Partnership Agreement. All outstanding Common Units, Senior Subordinated Units, Junior Subordinated Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)). (b) Other than Inergy’s the Crosstex Energy GP, LLC Long-Term Incentive Plan, as amended, and Inergy’s Employee Unit Purchase Plan, as amended and restated, Inergy Crosstex has no equity compensation plans that contemplate the issuance of Common Units partnership interests of Crosstex (or securities convertible into or exchangeable for Common Unitspartnership interests of Crosstex). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which Inergy Crosstex unitholders may vote are issued or outstanding. Except as set forth in the first sentence of this Section 3.02(b) or as are contained in the Partnership Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character obligating Inergy Crosstex or any of its Subsidiaries to issue, transfer or sell any partnership interests or other equity interest in, Inergy Crosstex or any of its Subsidiaries or securities convertible into or exchangeable for such partnership interests, (ii) obligations of Inergy Crosstex or any of its Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests or equity interests of Inergy Crosstex or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Inergy Crosstex or any of its Subsidiaries is a party with respect to the voting of the equity interests of Inergy Crosstex or any of its Subsidiaries, other than the Unitholder Agreement of United Propane, Inc. relating to the voting of its Common Units. None of the filing of the Registration Statement, the offering or sale of the Common Senior Subordinated Units or the registration of the Common Units underlying the Senior Subordinated Units pursuant to the Registration Rights Agreement, all as contemplated by this Agreement Agreement, gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership other than those rights granted under that certain Investors Rights Agreement dated as of January 12, 2001, by and among Inergy Partners, LLC (as predecessor to Inergy) and the investors named therein, that certain Registration Rights Agreement dated as of December 19, 2001, by and between Inergy and IPCH Acquisition Corp., and those rights granted to the General Partners Partner or any of their its Affiliates (as such term is defined in the Partnership Agreement) under Section 7.12 of the Partnership Agreement. (i) All of the issued and outstanding equity interests of each of InergyCrosstex’s Subsidiaries (except Crosstex DC Gathering Company, J.V.) are owned, directly or indirectly, by Inergy Crosstex free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under the Inergy Crosstex Credit FacilityFacility or the Crosstex Master Shelf Agreement), and all such ownership interests have been duly authorized, validly issued and are fully paid (to the extent required in the organizational documents of InergyCrosstex’s Subsidiaries, as applicable) and non-assessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware LP Act, Section 18-607 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), Article 5.09 of the Texas Limited Liability Company Act, Sections 3.03, 5.02 and 6.07 of the Texas Revised Limited Partnership Act and Sections12:1327 and 12:1328 of the Louisiana Limited Liability Company Act) and free of preemptive rights, with no personal liability attaching to the ownership thereof, and (ii) except as disclosed in the Inergy Crosstex SEC Documents, neither Inergy Crosstex nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person. (d) The Common Senior Subordinated Units being purchased by Purchaser each of the Purchasers hereunder and the limited partner interests represented thereby, will be duly authorized by Inergy Crosstex pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to such Purchaser against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws and other than such Liens as are created by Purchaserlaws. (e) The Common Units are quoted listed on the NASDAQ. At the Closing the notification form and supporting documentation, if any, related to the Common Units to be issued on conversion of the Purchased Units will have been approved for quotation on filed with the NASDAQ, subject only to official notice of issuance.

Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this Agreement, prior to the issuance and sale of the Purchased Units, as contemplated hereby, the issued and outstanding limited partner interests of Inergy Regency consist of 17,626,506 137,328,148 Common Units, 5,478,568 Senior Subordinated Units and 1,145,084 Junior Subordinated 4,371,586 Series A Preferred Units and the Incentive Distribution Rights, Rights (as defined in the Partnership Agreement). The only issued and outstanding general partner interests of Inergy Regency are the interests of the General Partners Partner described in the Partnership Agreement. All outstanding Common Units, Senior Subordinated Units, Junior Subordinated Series A Preferred Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)). (b) Other than Inergy’s the Regency GP LLC Long-Term Incentive PlanPlan (the “LTIP”), as amended, and Inergy’s Employee Unit Purchase Plan, as amended and restated, Inergy Regency has no equity compensation plans that contemplate the issuance of Common Units partnership interests of Regency (or securities convertible into or exchangeable for Common Unitspartnership interests of Regency). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which Inergy Regency unitholders may vote are issued or outstanding. Except as set forth in the first sentence of this Section 3.02(b) ), as contemplated by this Agreement or as are contained provided in the Partnership Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character obligating Inergy Regency or any of its Subsidiaries to issue, transfer or sell any partnership interests or other equity interest in, Inergy Regency or any of its Subsidiaries or securities convertible into or exchangeable for such partnership interests, (ii) obligations of Inergy Regency or any of its Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests or equity interests of Inergy Regency or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Inergy Regency or any of its Subsidiaries is a party with respect to the voting of the equity interests of Inergy Regency or any of its Subsidiaries, other than the Unitholder Agreement of United Propane, Inc. relating to the voting of its Common Units. None of the filing of the Registration Statement, the offering or sale of the Common Units or the registration of the Common Units pursuant to the Registration Rights Agreement, all as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership other than those rights granted under that certain Investors Rights Agreement dated as of January 12, 2001, by and among Inergy Partners, LLC (as predecessor to Inergy) and the investors named therein, that certain Registration Rights Agreement dated as of December 19, 2001, by and between Inergy and IPCH Acquisition Corp., and those rights granted to the General Partners or any of their Affiliates (as such term is defined in the Partnership Agreement) under Section 7.12 of the Partnership Agreement. (i) All of the issued and outstanding equity interests of each of InergyRegency’s Subsidiaries (except for Xxxxxxx Lime Gathering LLC, of which Regency owns approximately 60% of the member interests, and RIGS Haynesville Partnership Co., of which Regency owns 49.99% of the general partner interests) are owned, directly or indirectly, by Inergy Regency free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under the Inergy Regency Credit Facility), and all such ownership interests have been duly authorized, validly issued and are fully paid (to the extent required in the organizational documents of InergyRegency’s Subsidiaries, as applicable) and non-assessable (except as such nonassessability may be affected by matters described in Section Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) and Section 101.206 of the Texas Business Organizations Code) and free of preemptive rights, with no personal liability attaching to the ownership thereof, rights and (ii) except as disclosed in the Inergy Regency SEC Documents, neither Inergy Regency nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person. (d) The Common Purchased Units being purchased by Purchaser each of the Purchasers hereunder and the limited partner interests represented thereby, thereby will be duly authorized by Inergy Regency pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to such Purchaser against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws and other than (ii) such Liens as are created by Purchaserthe Purchasers. (e) The Common Units are quoted on the NASDAQ. At the Closing the Purchased Units will have been approved for quotation listed on the NASDAQ, subject only to official and Regency has not received any notice of issuancedelisting.

Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this Agreement, prior to the issuance and sale of the Purchased Units, as contemplated hereby, the issued and outstanding limited partner interests of Inergy Regency consist of 17,626,506 45,724,516 Common Units, 5,478,568 Senior 19,103,896 Subordinated Units and 1,145,084 Junior Subordinated Units, 7,276,506 Class D Units and the Incentive Distribution Rights, Rights (as defined in the Partnership Agreement). The only issued and outstanding general partner interests of Inergy Regency are the interests of the General Partners Partner described in the Partnership Agreement. All outstanding Common Units, Senior Subordinated Units, Junior Subordinated Class D Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)). (b) Other than Inergy’s the Regency GP LLC Long-Term Incentive PlanPlan (the “LTIP”), as amended, and Inergy’s Employee Unit Purchase Plan, as amended and restated, Inergy Regency has no equity compensation plans that contemplate the issuance of Common Units partnership interests of Regency (or securities convertible into or exchangeable for Common Unitspartnership interests of Regency). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which Inergy Regency unitholders may vote are issued or outstanding. Except as set forth in the first sentence of this Section 3.02(b) ), as contemplated by this Agreement or as are contained provided in the Partnership Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character obligating Inergy Regency or any of its Subsidiaries to issue, transfer or sell any partnership interests or other equity interest in, Inergy Regency or any of its Subsidiaries or securities convertible into or exchangeable for such partnership interests, (ii) obligations of Inergy Regency or any of its Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests or equity interests of Inergy Regency or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Inergy Regency or any of its Subsidiaries is a party with respect to the voting of the equity interests of Inergy Regency or any of its Subsidiaries, other than the Unitholder Agreement of United Propane, Inc. relating to the voting of its Common Units. None of the filing of the Registration Statement, the offering or sale of the Common Units or the registration of the Common Units pursuant to the Registration Rights Agreement, all as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership other than those rights granted under that certain Investors Rights Agreement dated as of January 12, 2001, by and among Inergy Partners, LLC (as predecessor to Inergy) and the investors named therein, that certain Registration Rights Agreement dated as of December 19, 2001, by and between Inergy and IPCH Acquisition Corp., and those rights granted to the General Partners or any of their Affiliates (as such term is defined in the Partnership Agreement) under Section 7.12 of the Partnership Agreement. (i) All of the issued and outstanding equity interests of each of InergyRegency’s Subsidiaries (except for Exxxxxx Lime Gathering LLC, of which Regency owns approximately 60% of the member interests) are owned, directly or indirectly, by Inergy Regency free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under the Inergy Regency Credit Facility), and all such ownership interests have been duly authorized, validly issued and are fully paid (to the extent required in the organizational documents of InergyRegency’s Subsidiaries, as applicable) and non-assessable (except as such nonassessability may be affected by matters described in Section Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) and Article 5.09 of the Texas Limited Liability Company Act) and free of preemptive rights, with no personal liability attaching to the ownership thereof, rights and (ii) except as disclosed in the Inergy Regency SEC Documents, neither Inergy Regency nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person. (d) The Common Purchased Units being purchased by Purchaser each of the Purchasers hereunder and the limited partner interests represented thereby, thereby will be duly authorized by Inergy Regency pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to such Purchaser against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section Sections 17-303 and 17-607 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws and other than (ii) such Liens as are created by Purchaserthe Purchasers. (e) The Common Units are quoted on the NASDAQ. At the Closing the Purchased Units will have been approved for quotation listed on the NASDAQ, subject only to official and Regency has not received any notice of issuancedelisting. As of the date hereof, a “Notification Form: Listing of Additional Shares” and supporting documentation, if required, related to the Purchased Units has been filed with the NASDAQ.

Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this Agreement, prior to the issuance and sale of the Purchased Units, as contemplated hereby, the issued and outstanding limited partner interests of Inergy Regency consist of 17,626,506 45,724,516 Common Units, 5,478,568 Senior 19,103,896 Subordinated Units and 1,145,084 Junior Subordinated Units, 7,276,506 Class D Units and the Incentive Distribution Rights, Rights (as defined in the Partnership Agreement). The only issued and outstanding general partner interests of Inergy Regency are the interests of the General Partners Partner described in the Partnership Agreement. All outstanding Common Units, Senior Subordinated Units, Junior Subordinated Class D Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)). (b) Other than Inergy’s the Regency GP LLC Long-Term Incentive PlanPlan (the “LTIP”), as amended, and Inergy’s Employee Unit Purchase Plan, as amended and restated, Inergy Regency has no equity compensation plans that contemplate the issuance of Common Units partnership interests of Regency (or securities convertible into or exchangeable for Common Unitspartnership interests of Regency). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which Inergy Regency unitholders may vote are issued or outstanding. Except as set forth in the first sentence of this Section 3.02(b) ), as contemplated by this Agreement or as are contained provided in the Partnership Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character obligating Inergy Regency or any of its Subsidiaries to issue, transfer or sell any partnership interests or other equity interest in, Inergy Regency or any of its Subsidiaries or securities convertible into or exchangeable for such partnership interests, (ii) obligations of Inergy Regency or any of its Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests or equity interests of Inergy Regency or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Inergy Regency or any of its Subsidiaries is a party with respect to the voting of the equity interests of Inergy Regency or any of its Subsidiaries, other than the Unitholder Agreement of United Propane, Inc. relating to the voting of its Common Units. None of the filing of the Registration Statement, the offering or sale of the Common Units or the registration of the Common Units pursuant to the Registration Rights Agreement, all as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership other than those rights granted under that certain Investors Rights Agreement dated as of January 12, 2001, by and among Inergy Partners, LLC (as predecessor to Inergy) and the investors named therein, that certain Registration Rights Agreement dated as of December 19, 2001, by and between Inergy and IPCH Acquisition Corp., and those rights granted to the General Partners or any of their Affiliates (as such term is defined in the Partnership Agreement) under Section 7.12 of the Partnership Agreement. (i) All of the issued and outstanding equity interests of each of InergyRegency’s Subsidiaries (except for Xxxxxxx Lime Gathering LLC, of which Regency owns approximately 60% of the member interests) are owned, directly or indirectly, by Inergy Regency free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under the Inergy Regency Credit Facility), and all such ownership interests have been duly authorized, validly issued and are fully paid (to the extent required in the organizational documents of InergyRegency’s Subsidiaries, as applicable) and non-assessable (except as such nonassessability may be affected by matters described in Section Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) and Article 5.09 of the Texas Limited Liability Company Act) and free of preemptive rights, with no personal liability attaching to the ownership thereof, rights and (ii) except as disclosed in the Inergy Regency SEC Documents, neither Inergy Regency nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person. (d) The Common Purchased Units being purchased by the Purchaser acting as investment advisor for certain clients on behalf of those clients for whom the Purchaser is purchasing the Purchased Units hereunder and the limited partner interests represented thereby, thereby will be duly authorized by Inergy Regency pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchaser against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section Sections 17-303 and 17-607 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws and other than (ii) such Liens as are created by the Purchaser. (e) The Common Units are quoted on the NASDAQ. At the Closing the Purchased Units will have been approved for quotation listed on the NASDAQ, subject only to official and Regency has not received any notice of issuancedelisting. As of the date hereof, a “Notification Form: Listing of Additional Shares” and supporting documentation, if required, related to the Purchased Units has been filed with the NASDAQ.