CREDIT AGREEMENT dated as of November 24, 2009 among INERGY, L.P. as the Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A. and WELLS FARGO BANK, N.A., as Co- Syndication Agents and BANK OF...Assignment and Assumption • November 25th, 2009 • Inergy Holdings, L.P. • Retail-nonstore retailers • New York
CREDIT AGREEMENT (this “Agreement”) dated as of November 24, 2009, among INERGY, L.P., the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A. and WELLS FARGO BANK, N.A., as Co-Syndication Agents and BANK OF OKLAHOMA, N.A., as Documentation Agent.
INERGY HOLDINGS, L.P. 1,500,000 Common Units UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2007 • Inergy Holdings, L.P. • Retail-retail stores, nec • Iowa
The undersigned, Inergy Holdings, L.P., a Delaware limited partnership (the “Partnership”), hereby addresses you as the “Underwriter” and hereby confirms its agreements with the Underwriter as set forth below.
REGISTRATION RIGHTS AGREEMENT by and among INERGY, L.P. and INERGY HOLDINGS, L.P.Registration Rights Agreement • August 12th, 2005 • Inergy Holdings, L.P. • Retail-retail stores, nec • Delaware
This Agreement is made in connection with the Closing of the issuance and sale of the Special Units pursuant to the Special Unit Purchase Agreement, dated as of August 9, 2005, by and among Inergy and the Purchaser (the “Purchase Agreement”). Inergy has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchaser of the Special Units pursuant to Section 2.05(i) of the Purchase Agreement. In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:
INERGY HOLDINGS, L.P. 3,400,000 Common Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 14th, 2005 • Inergy Holdings LLC • Retail-retail stores, nec • Ohio
The undersigned, Inergy Holdings, LLC, a Delaware limited liability company, New Inergy Propane, LLC, a Delaware limited liability company (“New Propane”), IPCH Acquisition Corp., a Delaware corporation (“IPCH”), Inergy GP, LLC, a Delaware limited liability company (the “Managing General Partner”) and Inergy Partners, LLC, a Delaware limited liability company (the “Non-Managing General Partner”) hereby address you as the “Underwriters” and hereby confirm their respective agreements with the several Underwriters as set forth below.
CREDIT AGREEMENT dated as of August 9, 2005 between INERGY HOLDINGS, L.P. and SOUTHWEST BANK OF ST. LOUISCredit Agreement • August 12th, 2005 • Inergy Holdings, L.P. • Retail-retail stores, nec • Missouri
This Credit Agreement is made as of August 9, 2005, by and between INERGY HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), with its chief executive office located at Two Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112, and SOUTHWEST BANK OF ST. LOUIS, a Missouri banking corporation (the “Bank”), with an office located at 2301 S. Kingshighway Blvd., St. Louis, Missouri 63110.
UNITHOLDER AGREEMENTUnitholder Agreement • June 2nd, 2005 • Inergy Holdings, L.P. • Retail-retail stores, nec • Delaware
This Unitholder Agreement, dated April 14, 2005, is among Inergy Holdings, LLC, a Delaware limited liability company (“Inergy Holdings”), John J. Sherman, Trustee of the John J. Sherman Revocable Trust dated May 4, 1994 (the “Sherman Revocable Trust”), John J. Sherman and Mary N. Sherman, Trustees of the John J. Sherman 2005 Grantor Retained Annuity Trust I under trust indenture dated March 31, 2005 (the “Sherman GRAT I”), John J. Sherman and Mary N. Sherman, Trustees of the John J. Sherman 2005 Grantor Retained Annuity Trust II under trust indenture dated March 31, 2005 (the “Sherman GRAT II”, along with the Sherman Revocable Trust and the Sherman GRAT I, the “Sherman Trusts”), William C. Gautreaux, Trustee of the William C. Gautreaux Revocable Trust Under Trust Indenture dated March 8, 2004 (the “Gautreaux Revocable Trust”), William C. Gautreaux and Christena A. Gautreaux, Trustees of the William C. Gautreaux 2005 Grantor Retained Annuity Trust under trust indenture dated March 31, 2
PURCHASE AGREEMENTPurchase Agreement • July 12th, 2005 • Inergy Holdings, L.P. • Retail-retail stores, nec • New York
This PURCHASE AGREEMENT (this “Agreement”) is dated as of July 8, 2005 by and among STAGECOACH HOLDING, LLC, a Delaware limited liability company (“Stagecoach I”), STAGECOACH ENERGY, LLC, a Delaware limited liability company (“Stagecoach Energy”), STAGECOACH HOLDING II, LLC, a Delaware limited liability company (“Stagecoach II,” and, together with Stagecoach I and Stagecoach Energy, the “Sellers”; each a “Seller”), INERGY ACQUISITION COMPANY, LLC, a Delaware limited liability company (“Inergy Acquisition”), INERGY STORAGE, INC., a Delaware corporation (“Inergy Storage”) and INERGY STAGECOACH II, LLC, a Delaware limited liability company (“Inergy Stagecoach II,” and, together with Inergy Acquisition and Inergy Storage, the “Purchasers”), and relates to the purchase and sale of the Purchased Assets (as defined below). In addition, solely for purposes of Sections 7.11 and 7.12 and Articles I and XIII, Inergy, L.P., a Delaware limited partnership (the “MLP”), is a party to this Agreement;
FIRST AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among INERGY, L.P. INERGY GP, LLC and INERGY HOLDINGS, L.P. INERGY HOLDINGS GP, LLC NRGP LIMITED PARTNER, LLC and NRGP MS, LLC Dated as of September 3, 2010Agreement and Plan of Merger • September 7th, 2010 • Inergy Holdings, L.P. • Retail-nonstore retailers • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INERGY, L.P. dated as of , 2010 and effective immediately following the Effective Time (as defined below) (the “Agreement”), is entered into by and among Inergy GP, LLC, a Delaware limited liability company, as the Managing General Partner, Inergy Partners, LLC, a Delaware limited liability company, as the Withdrawing General Partner, IPCH Acquisition Corp., a Delaware corporation, and Inergy Holdings, L.P., a Delaware limited partnership, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
CREDIT AGREEMENT among INERGY HOLDINGS, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN BROTHERS INC., as Arranger and LEHMAN COMMERCIAL PAPER INC., as Syndication Agent and Administrative Agent Dated as of April 28, 2005Credit Agreement • June 13th, 2005 • Inergy Holdings, L.P. • Retail-retail stores, nec • New York
CREDIT AGREEMENT, dated as of April 28, 2005, among INERGY HOLDINGS, LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), LEHMAN BROTHERS INC., as sole lead arranger and sole bookrunner (in such capacity, the “Arranger”) and LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, the “Syndication Agent”) and as administrative agent (in such capacity, the “Administrative Agent”).
SPECIAL UNIT PURCHASE AGREEMENT by and between INERGY, L.P. and INERGY HOLDINGS, L.P.Special Unit Purchase Agreement • August 12th, 2005 • Inergy Holdings, L.P. • Retail-retail stores, nec • Delaware
This SPECIAL UNIT PURCHASE AGREEMENT, dated as of August 9, 2005 (this “Agreement”), is by and between INERGY, L.P., a Delaware limited partnership (“Inergy”), and INERGY HOLDINGS, L.P., a Delaware limited partnership and affiliate of Inergy (“Purchaser”).
INERGY HOLDINGS, L.P. LONG TERM INCENTIVE PLAN UNIT OPTION AGREEMENTUnit Option Agreement • February 10th, 2006 • Inergy Holdings, L.P. • Retail-retail stores, nec • Delaware
THIS UNIT OPTION AGREEMENT (this “Option Agreement”) is entered on , 200[ ], by and between Inergy Holdings GP, LLC, a Delaware limited liability company (“Holdings GP”), and (the “Option Holder”).
INERGY HOLDINGS, L.P. LONG TERM INCENTIVE PLAN (“NRGP”) RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • November 29th, 2007 • Inergy Holdings, L.P. • Retail-retail stores, nec • Delaware
THIS AGREEMENT, dated as of, is between Inergy Holdings GP, LLC, a Delaware limited liability company (“Inergy Holdings”) and (“Holder”).
LIMITED LIABILITY COMPANY AGREEMENT OF INERGY HOLDINGS GP, LLCLimited Liability Company Agreement • March 14th, 2005 • Inergy Holdings LLC • Retail-retail stores, nec • Delaware
This Limited Liability Company Agreement (this “Agreement”) is made and entered into on , 2005, among John J. Sherman, Trustee of the John J. Sherman Revocable Trust dated May 4, 1994 (the “Sherman Trust”), William C. Gautreaux, Trustee of the William C. Gautreaux Revocable Trust Under Trust Indenture dated March 8, 2004 (the “Gautreaux Trust”), Carl A. Hughes, Trustee of the Carl A. Hughes Revocable Trust Under Trust Indenture dated September 13, 2002 (the “Hughes Trust”), Paul E. McLaughlin (“McLaughlin”), Andrew Atterbury (“Atterbury”), David G. Dehaemers, Jr. (“Dehaemers”), Phillip L. Elbert (“Elbert”) and R. Brooks Sherman, Jr. (“Brooks Sherman”).
FIRST AMENDMENT TO UNITHOLDER AGREEMENTUnitholder Agreement • November 5th, 2010 • Inergy Holdings, L.P. • Retail-nonstore retailers • Delaware
This First Amendment to Unitholder Agreement (this “Amendment”), dated November 4, 2010, is among Inergy Holdings, L.P., a Delaware limited partnership previously known as Inergy Holdings, LLC (“Inergy Holdings”) and Unitholders owning 75% or more of the Original Common Units outstanding on the date hereof.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 31st, 2008 • Inergy Holdings, L.P. • Retail-retail stores, nec
This Second Amendment to Credit Agreement (the “Amendment”) is made as of January 25, 2008, by and among INERGY HOLDINGS, L.P., a Delaware limited partnership (“Holdings”), with its chief executive office located at Two Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112; IPCH ACQUISITION CORP., a Delaware corporation (“IPCH”), with its chief executive office located at Two Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112; and ENTERPRISE BANK & TRUST, a Missouri banking corporation (the “Bank”), with an office located at 12695 Metcalf Avenue, Overland Park, Kansas 66213. Holdings and IPCH are each sometimes referred to herein as a “Borrower” and are sometimes collectively referred to herein as the “Borrowers.” Capitalized terms used and not defined in this Amendment have the meanings given to them in the Credit Agreement referred to below.
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF INERGY HOLDINGS GP, LLCLimited Liability Company Agreement • November 5th, 2010 • Inergy Holdings, L.P. • Retail-nonstore retailers
This First Amendment to Limited Liability Company Agreement of Inergy Holdings GP, LLC (this “Amendment”) is made and entered into as of November 5, 2010, between John J. Sherman, Trustee of the John J. Sherman Revocable Trust dated May 4, 1994 (the “Sherman Trust”) and Inergy Holdings GP, LLC, a Delaware limited liability company (the “Company”).
SUPPORT AGREEMENT by and among INERGY, L.P. and JOHN J. SHERMAN, PHILLIP L. ELBERT, R. BROOKS SHERMAN, JR, ANDREW L. ATTERBURY, WILLIAM C. GAUTREAUX, AND CARL A. HUGHES Dated as of August 7, 2010Support Agreement • August 9th, 2010 • Inergy Holdings, L.P. • Retail-nonstore retailers • Delaware
This SUPPORT AGREEMENT, dated as of August 7, 2010 (this “Agreement”), is entered into by and among Inergy, L.P., a Delaware limited partnership (“Inergy”), and John J. Sherman, Phillip L. Elbert, R. Brooks Sherman, Jr., Andrew L. Atterbury, William C. Gautreaux and Carl A. Hughes (collectively, the “Unitholders” and, individually, a “Unitholder”).
AGREEMENT OF LIMITED PARTNERSHIP OF INERGY HOLDINGS, L.P.Agreement of Limited Partnership • June 2nd, 2005 • Inergy Holdings, L.P. • Retail-retail stores, nec • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”), dated as of April 28, 2005, is entered into and executed by Inergy Holdings GP, LLC, a Delaware limited liability company, in its capacity as General Partner of Inergy Holdings, L.P., and the persons listed on the signature page attached hereto.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 31st, 2008 • Inergy Holdings, L.P. • Retail-retail stores, nec
This Second Amendment to Credit Agreement (the “Amendment”) is made as of January 25, 2008, by and between INERGY HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), with its chief executive office located at Two Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112, and SOUTHWEST BANK OF ST. LOUIS, a Missouri banking corporation (the “Bank”), with an office located at 2301 S. Kingshighway Blvd., St. Louis, Missouri 63110. Capitalized terms used and not defined in this Amendment have the meanings given to them in the Credit Agreement referred to below.
ContractInergy Holdings LLC • April 11th, 2005 • Retail-retail stores, nec • Missouri
THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATE TO THE PRIOR PAYMENT IN FULL OF CERTAIN SENIOR DEBT (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 5, 2004 IN FAVOR OF ENTERPRISE BANK & TRUST, AS THE SAME MAY BE AMENDED, RESTATED, CONSOLIDATED, REPLACED OR OTHERWISE MODIFIED FROM TIME TO TIME. THIS INSTRUMENT MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNTIL THE PURCHASER, ASSIGNEE OR TRANSFEREE HAS BECOME A PARTY TO AND BOUND BY SUCH SUBORDINATION AGREEMENT.
FIRST AMENDMENT TO INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • April 11th, 2005 • Inergy Holdings LLC • Retail-retail stores, nec • Missouri
This First Amendment to Interest Purchase Agreement (this “Amendment”) is made and entered into as of March 30, 2005, between (“ ”) and Inergy Holdings, LLC, a Delaware limited liability company (“Holdings”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INERGY HOLDINGS, L.P.Initial Agreement • November 5th, 2010 • Inergy Holdings, L.P. • Retail-nonstore retailers • Delaware
This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INERGY HOLDINGS, L.P., a Delaware limited partnership (the “Partnership”), dated as of November 5, 2010 (this “Agreement”) and effective at the Effective Time, is entered into by and between Inergy Holdings GP, LLC, a Delaware limited liability company (“Holdings GP”), as the General Partner of and a Limited Partner in the Partnership, and NRGP Limited Partner, LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings GP (“New NRGP LP”), as a Limited Partner in the Partnership.
FIRST AMENDMENT TO INTEREST PURCHASE AGREEMENT ([name of unitholder] – %)Interest Purchase Agreement • March 14th, 2005 • Inergy Holdings LLC • Retail-retail stores, nec • Missouri
This First Amendment to Interest Purchase Agreement (this “Amendment”) is made and entered into as of , 2005, between (“[name of unitholder]”) and Inergy Holdings, LLC, a Delaware limited liability company (“Holdings”).
CREDIT AGREEMENT dated as of July 22, 2005 among INERGY HOLDINGS, L.P. and IPCH ACQUISITION CORP. and ENTERPRISE BANK & TRUSTCredit Agreement • August 9th, 2006 • Inergy Holdings, L.P. • Retail-retail stores, nec • Missouri
This Credit Agreement is made as of July 22, 2005, by and among INERGY HOLDINGS, L.P., a Delaware limited partnership (“Holdings”), with its chief executive office located at Two Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112, IPCH ACQUISITION CORP., a Delaware corporation (“IPCH”), with its chief executive office located at Two Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112, and ENTERPRISE BANK & TRUST, a Missouri banking corporation (the “Bank”), with an office located at 12695 Metcalf Avenue, Overland Park, Kansas 66213. Holdings and IPCH are each sometimes referred to herein as a “Borrower” and are sometimes collectively referred to herein as the “Borrowers.”
ContractInergy Holdings LLC • March 14th, 2005 • Retail-retail stores, nec • Missouri
THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATE TO THE PRIOR PAYMENT IN FULL OF CERTAIN SENIOR DEBT (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 5, 2004 IN FAVOR OF ENTERPRISE BANK & TRUST, AS THE SAME MAY BE AMENDED, RESTATED, CONSOLIDATED, REPLACED OR OTHERWISE MODIFIED FROM TIME TO TIME. THIS INSTRUMENT MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNTIL THE PURCHASER, ASSIGNEE OR TRANSFEREE HAS BECOME A PARTY TO AND BOUND BY SUCH SUBORDINATION AGREEMENT.
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INERGY HOLDINGS, L.P.Inergy Holdings, L.P. • November 5th, 2010 • Retail-nonstore retailers • Delaware
This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INERGY HOLDINGS, L.P. (this “Amendment”), dated as of November 3, 2010, is entered into and effectuated by Inergy Holdings GP, LLC, in its capacity as general partner (the “General Partner”) of Inergy Holdings, L.P. (the “Partnership”), pursuant to authority granted to it in Sections 5.6 and 13.1(g) of the Amended and Restated Agreement of Limited Partnership of Inergy Holdings, L.P., dated as of June 24, 2005 (the “Holdings Partnership Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Holdings Partnership Agreement.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 23rd, 2009 • Inergy Holdings, L.P. • Retail-nonstore retailers
This Third Amendment to Credit Agreement (the “Amendment”) is made as of February 18, 2009, by and between INERGY HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), with its chief executive office located at Two Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112, and SOUTHWEST BANK OF ST. LOUIS, a Missouri banking corporation (the “Bank”), with an office located at 2301 S. Kingshighway Blvd., St. Louis, Missouri 63110. Capitalized terms used and not defined in this Amendment have the meanings given to them in the Credit Agreement referred to below.
COMMON UNIT PURCHASE AGREEMENTCommon Unit Purchase Agreement • May 25th, 2007 • Inergy Holdings, L.P. • Retail-retail stores, nec • Delaware
This COMMON UNIT PURCHASE AGREEMENT, dated as of May 21, 2007 (this “Agreement”), is by and between INERGY HOLDINGS, L.P., a Delaware limited partnership (the “Partnership”) and each of the holders listed on Exhibit A hereto (each a “Holder” and collectively the “Holders”).
