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.
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 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”).
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.
