Inergy Holdings, L.P. Sample Contracts

Inergy Holdings, L.P. – AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INERGY HOLDINGS, L.P. (November 5th, 2010)

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.

Inergy Holdings, L.P. – FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF INERGY HOLDINGS GP, LLC (November 5th, 2010)

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”).

Inergy Holdings, L.P. – FIRST AMENDMENT TO UNITHOLDER AGREEMENT (November 5th, 2010)

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.

Inergy Holdings, L.P. – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INERGY HOLDINGS, L.P. (November 5th, 2010)

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.

Inergy Holdings, L.P. – MEMORANDUM OF UNDERSTANDING (October 25th, 2010)

The plaintiffs Peter D’Orazio, Daniel Himmel, David Lessard, John Oliver, Harvey Silver, Beverly Platt, and Eve Wachsler (collectively, “Plaintiffs”) and defendants (“Defendants,”1 and together with Plaintiffs, the “Parties”) in the consolidated action styled Himmel et al. v. Sherman et al., Case No. 1016-CV24783, in the Circuit Court of Jackson County, Missouri at Kansas City (the “State Lawsuit”)2 and putative class action in the United States District Court for the Western District of Missouri, captioned Platt v. Sherman, et al., No. 4:10-cv-991 (“Federal Lawsuit”) (together with the State Lawsuit, the “Lawsuits”), by and through their respective attorneys, have reached an agreement in principle providing for the settlement of the Lawsuits on the terms and subject to the conditions set forth in this Memorandum of Understanding (“MOU”):

Inergy Holdings, L.P. – 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, 2010 (September 7th, 2010)

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.

Inergy Holdings, L.P. – PURCHASE AND SALE AGREEMENT by and between TP Gas Holding LLC, as the Seller, and Inergy Midstream, LLC, as the Buyer September 3, 2010 (September 7th, 2010)

This Purchase and Sale Agreement, dated September 3, 2010 (this “Agreement”), is made by and between TP Gas Holding LLC, a Delaware limited liability company (the “Seller”), and Inergy Midstream, LLC, a Delaware limited liability company (the “Buyer”). The Seller and the Buyer are hereinafter together referred to as the “Parties” and each individually as a “Party”.

Inergy Holdings, L.P. – PART II (September 3rd, 2010)

The following table sets forth selected consolidated financial data for Inergy Holdings, L.P., in each case for the periods and as of the dates indicated. The selected historical consolidated financial data as of and for the years ended September 30, 2009, 2008, 2007, 2006 and 2005 are derived from our audited financial statements. These financial statements include the results of operations of Inergy’s acquisitions from the effective date of the respective acquisitions.

Inergy Holdings, L.P. – 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 August 7, 2010 (August 9th, 2010)

This AGREEMENT AND PLAN OF MERGER, dated as of August 7, 2010 (this “Agreement”), is entered into by and among Inergy, L.P., a Delaware limited partnership (“Inergy”), Inergy GP LLC, a Delaware limited liability company and the managing general partner of Inergy (“Inergy GP”), NRGP Limited Partner, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings GP (as defined below) (“New NRGP LP”), Inergy Holdings L.P., a Delaware limited partnership (“Holdings”), Inergy Holdings GP, LLC, a Delaware limited liability company and the general partner of Holdings (“Holdings GP”), and NRGP MS LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings GP (“MergerCo”).

Inergy Holdings, L.P. – Inergy, L.P. and Inergy Holdings, L.P. Announce Merger Agreement Transaction Creates a $6 Billion Enterprise Positioned for Future Growth (August 9th, 2010)

Kansas City, MO (August 9, 2010) – Inergy, L.P. (NYSE:NRGY) and Inergy Holdings, L.P. (NYSE:NRGP) today announced a definitive agreement that, upon completion, will result in the merger of the two partnerships. The merger transaction will be completed with equity consideration and will result in the elimination of NRGY’s incentive distribution rights owned by NRGP and NRGY owning its non-managing general partner’s economic interest. NRGY expects its current cash distribution rate of $0.705 per common units ($2.82 annualized) to be unchanged as a result of the merger. The transaction will result in a single, streamlined entity with NRGY’s enterprise value exceeding $6 billion based on current market values.

Inergy Holdings, L.P. – 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, 2010 (August 9th, 2010)

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”).

Inergy Holdings, L.P. – Inergy Reports Record Third Quarter Results Management Conference Call Scheduled for 9:00 a.m. CT Today (August 9th, 2010)

Kansas City, MO (August 9, 2010) – Inergy, L.P. (NYSE:NRGY) and Inergy Holdings, L.P. (NYSE:NRGP) today each reported results of operations for the quarter ended June 30, 2010, the third quarter of fiscal 2010.

Inergy Holdings, L.P. – 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, 2010 (August 9th, 2010)

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”).

Inergy Holdings, L.P. – 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, 2010 (August 9th, 2010)

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”).

Inergy Holdings, L.P. – 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 OKLAHOMA, N.A., as Documentation Agent J.P. MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES LLC and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners (May 5th, 2010)

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. – Inergy Reports Record Second Quarter Results Management Conference Call Scheduled for 10:00 a.m. CT Today (May 4th, 2010)

Kansas City, MO (May 4, 2010) – Inergy, L.P. (NYSE:NRGY) and Inergy Holdings, L.P. (NYSE:NRGP) today each reported results of operations for the quarter ended March 31, 2010, the second quarter of fiscal 2010.

Inergy Holdings, L.P. – Inergy Reports Solid First Quarter Results Management Conference Call Scheduled for 10:00 a.m. CT Today (February 2nd, 2010)

Kansas City, MO (February 2, 2010) – Inergy, L.P. (NASDAQ:NRGY) and Inergy Holdings, L.P. (NASDAQ:NRGP) today each reported results of operations for the quarter ended December 31, 2009, the first quarter of fiscal 2010.

Inergy Holdings, L.P. – EQUITY PURCHASE AGREEMENT by and among INERGY PROPANE, LLC, STERLING CAPITAL PARTNERS, L.P., STERLING CAPITAL PARTNERS GMBH & CO. KG, and CERTAIN OTHER PARTIES HERETO December 31, 2009 (December 31st, 2009)

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is made as of December 31, 2009, by and among Inergy Propane, LLC, a Delaware limited liability company (the “Buyer”), Sterling Capital Partners, L.P. a Delaware limited partnership (“Sterling”), Sterling Capital Partners GmbH & Co. KG, a German limited partnership (“Sterling GmbH” and together with Sterling, the “Sterling Partners”), each Person set forth on the Other Sterling Equity Holders Schedule attached hereto (each an “Other Sterling Equity Holder” and together with Sterling, the “Sterling Sellers”), and each Person set forth on the Other Equity Holders Schedule attached hereto (each an “Other Equity Holder” and together with the Sterling Sellers each a “Seller” and collectively, the “Sellers”). Buyer and any Sellers may be referred to herein as a “Party” and collectively, as the “Parties.” Certain capitalized terms used herein, and not otherwise defined, are defined in Article X.

Inergy Holdings, L.P. – Inergy, L.P. Reconciliation of Forecast Net Income to Adjusted EBITDA Fiscal Year Ended September 30, 2010 (in millions) (December 1st, 2009)
Inergy Holdings, L.P. – Inergy Reports Record Results and Issues 2010 Guidance Adjusted EBITDA Increases 24% Over Prior Year Management Conference Call Scheduled for 10:00 a.m. CT Today (November 30th, 2009)

Kansas City, MO (November 30, 2009) – Inergy, L.P. (NASDAQ:NRGY) and Inergy Holdings, L.P. (NASDAQ:NRGP) today each reported record results of operations for the fiscal fourth quarter and year ended September 30, 2009.

Inergy Holdings, L.P. – 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 OKLAHOMA, N.A., as Documentation Agent J.P. MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES LLC and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners (November 25th, 2009)

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. – Inergy Reports Record Results Third Quarter Adjusted EBITDA Up Approximately 42% Over Prior Year Management Conference Call Scheduled for 10:00 a.m. CT Today (August 4th, 2009)

Kansas City, MO (August 4, 2009) – Inergy, L.P. (NASDAQ:NRGY) and Inergy Holdings, L.P. (NASDAQ:NRGP) today each reported record results of operations for the quarter ended June 30, 2009, the third quarter of fiscal 2009.

Inergy Holdings, L.P. – Inergy Reports Record Earnings Adjusted EBITDA Up Nearly 25% for the Year Management Conference Call Scheduled for 10:00 a.m. CT Today (May 6th, 2009)

Kansas City, MO (May 6, 2009) – Inergy, L.P. (NASDAQ:NRGY) and Inergy Holdings, L.P. (NASDAQ:NRGP) today each reported record results of operations for the quarter ended March 31, 2009, the second quarter of fiscal 2009.

Inergy Holdings, L.P. – THIRD AMENDMENT TO CREDIT AGREEMENT (February 23rd, 2009)

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.

Inergy Holdings, L.P. – Inergy Reports Record First Quarter Earnings and Raises 2009 Outlook Distributable Cash Flow Up 46% Management Conference Call Scheduled for 10:00 a.m. CT Today (February 4th, 2009)

Kansas City, MO (February 4, 2009) – Inergy, L.P. (NASDAQ:NRGY) and Inergy Holdings, L.P. (NASDAQ:NRGP) today each reported record results of operations for the quarter ended December 31, 2008, the first quarter of fiscal 2009.

Inergy Holdings, L.P. – Inergy Reports Record Fourth Quarter and Annual Results Management Conference Call Scheduled for 10:00 a.m. CT Today (December 1st, 2008)

Kansas City, MO (December 1, 2008) – Inergy, L.P. (NASDAQ:NRGY) and Inergy Holdings, L.P. (NASDAQ:NRGP) today each reported record results of operations for the fiscal fourth quarter and year ended September 30, 2008.

Inergy Holdings, L.P. – INERGY HOLDINGS, L.P. LONG-TERM INCENTIVE PLAN (Amended and Restated Effective August 14, 2008) (August 18th, 2008)
Inergy Holdings, L.P. – Inergy Reports Record Third Quarter Results; Adjusted EBITDA Up 64% Management Conference Call Scheduled for 10:00 a.m. CT Today (August 11th, 2008)

Kansas City, MO (August 11, 2008) – Inergy, L.P. (NASDAQ:NRGY) and Inergy Holdings, L.P. (NASDAQ:NRGP) today each reported results of operations for the quarter and nine-month period ended June 30, 2008.

Inergy Holdings, L.P. – Inergy Reports Strong Second Quarter Earnings; Affirms Guidance Management Conference Call Scheduled for 10:00 a.m. CT Today (May 7th, 2008)

Kansas City, MO (May 7, 2008) – Inergy, L.P. (NASDAQ:NRGY) and Inergy Holdings, L.P. (NASDAQ:NRGP) today each reported results of operations for the quarter and six-month period ended March 31, 2008.

Inergy Holdings, L.P. – Inergy Reports Record First Quarter Earnings Management Conference Call Scheduled for 10:00 a.m. CT Today (February 5th, 2008)

Kansas City, MO (February 5, 2008) – Inergy, L.P. (NASDAQ:NRGY) and Inergy Holdings, L.P. (NASDAQ:NRGP) today each reported record results of operations for the quarter ended December 31, 2007, the first quarter of fiscal 2008.

Inergy Holdings, L.P. – SECOND AMENDMENT TO CREDIT AGREEMENT (January 31st, 2008)

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.

Inergy Holdings, L.P. – SECOND AMENDMENT TO CREDIT AGREEMENT (January 31st, 2008)

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.

Inergy Holdings, L.P. – INERGY HOLDINGS, L.P. LONG TERM INCENTIVE PLAN (“NRGP”) RESTRICTED UNIT AWARD AGREEMENT (November 29th, 2007)

THIS AGREEMENT, dated as of, is between Inergy Holdings GP, LLC, a Delaware limited liability company (“Inergy Holdings”) and (“Holder”).

Inergy Holdings, L.P. – Inergy Reports Record Fiscal 2007 Annual Results Management Conference Call Scheduled for 10:00 a.m. CT Today (November 28th, 2007)

Kansas City, MO (November 28, 2007) – Inergy, L.P. (NASDAQ:NRGY) and Inergy Holdings, L.P. (NASDAQ:NRGP) today each reported record results of operations for the fiscal fourth quarter and year ended September 30, 2007.

Inergy Holdings, L.P. – Inergy Reports Record Third Quarter Results Expects to Achieve High End of Fiscal 2007 Guidance (August 8th, 2007)

Kansas City, MO (August 8, 2007) – Inergy, L.P. (NASDAQ:NRGY) and Inergy Holdings, L.P. (NASDAQ:NRGP) today each reported results of operations for the quarter and nine-month period ended June 30, 2007.