WAIVER & AMENDMENT # 3 TO CREDIT AGREEMENT



 Exhibit 10.1C 
  
 WAIVER AND AMENDMENT NO. 3 
  
 WAIVER AND AMENDMENT NO. 3, dated as of October 1,
2002 (this “Amendment”), to the Fourth Amended and Restated Credit Agreement dated as of December 20, 2001 (as amended prior to the date hereof, the “Credit Agreement”), among INERGY PROPANE, LLC, a Delaware limited liability
company (the “Borrower”), each of the lenders party to the Credit Agreement (the “Lenders”), and WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a First Union National Bank), as administrative agent (in such capacity, the
“Administrative Agent”). Terms defined in the Credit Agreement are used in this Agreement with their defined meanings unless otherwise defined herein. 
  
 BACKGROUND 
  
 WHEREAS, as of October 1, 2002, the Borrower
did not renew its property and casualty insurance policy (the “Non-renewal”) and established in place of such policy a program of self-insurance; 
  
 WHEREAS, the Borrower has requested that the Administrative Agent and the Required Lenders enter into this Amendment in order (i) to amend Section 8.02 of the Credit Agreement to permit and to clarify
the terms and conditions under which Borrower may self-insure against casualty all property of an insurable nature, and (ii) to waive any existing or potential defaults or Events of Default under the Credit Agreement resulting from the Non-Renewal;

  
 WHEREAS, subject to the terms and conditions set forth below, the Administrative Agent and the Required Lenders
have agreed to enter into this Amendment (i) to permit and to clarify that the Borrower may self – insure against casualties all property of an insurable nature, and (ii) to waive any existing or potential defaults or Events of Defaults under
the Credit Agreement resulting from the Non-Renewal; 
  
 NOW THEREFORE, in consideration of the foregoing, the
parties hereto agree as follows: 
  
 1. Amendment. Section 8.02 of the Credit Agreement is hereby
amended by adding the following language to the end of the first sentence of such Section: 
  
 “; provided, however, that the Borrower may self-insure against casualty all property of an insurable nature so long as (y) no Event of Default has occurred and is continuing under the Credit Agreement, and (z) adequate reserves
(as are customary in the case of self-insured entities of similarly situated companies engaged in the same or a similar line of business in accordance with GAAP) are maintained for such purpose.” 
  
 2. Waiver. Any potential or existing Event of Default under Section 11.01(d) of the Credit Agreement caused by the
Non-Renewal is hereby waived, provided, the Borrower shall be in compliance with Section 8.02 of the Credit Agreement, as amended hereby. 
  
 3. No Change. Except as expressly provided herein, no other term or provision of the Credit Agreement is waived, amended, modified or supplemented, and each other term and provision of the Credit
Agreement shall remain in full force and effect. 
  
 4. Effectiveness. This Amendment shall become
effective as of the date hereof upon receipt by the Administrative Agent of counterparts hereof duly executed by (a) the Borrower and (b) the Required Lenders (as defined in the Credit Agreement). 

 








  
 5. Counterparts. This Amendment may be executed by the parties
hereto in any number of separate counterparts (which may include counterparts delivered by facsimile transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 
  
 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF MISSOURI. 
  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their duly authorized officers, all as of the day and year first above written. 
  
 
	 INERGY PROPANE, LLC
 a Delaware limited liability
company
 
	 
	 By:
 	  	 /s/    John J. Sherman
 

	  	  	 Name: John J. Sherman
 
	  	  	 Title: President
 

 

 
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	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as Administrative Agent
and Lender
 
	 
	 By:
 	  	 /s/    Mitch Wilson
 
	  	  	 

	  	  	 Name: Mitch Wilson
 
	  	  	 Title: Vice President
 

 

 
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	 FLEET NATIONAL BANK,
 as Lender
 
	 
	 By:
 	  	 /s/    Stephen J. Hoffman
 
	  	  	 

	  	  	 Name: Stephen J. Hoffman
 
	  	  	 Title: Director
 

 

 
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	 BANK OF OKLAHOMA, N.A.,
 as Lender
 
	 
	 By:
 	  	 /s/    Chris Amburgy
 
	  	  	 

	  	  	 Name: Chris Amburgy
 
	  	  	 Title: Vice President
 

 

 
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	 FIRSTAR BANK, N.A. OVERLAND PARK,
 as Lender
 
	 
	 By:
 	  	 /s/    Paul A. Tymosko            
 
	  	  	 

	  	  	 Name: Paul A. Tymosko
 
	  	  	 Title: Vice President
 

 

 
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	 WELLS FARGO BANK TEXAS, N.A.
 as Lender
 
	 
	 By:
 	 	 /s/    J. ALAN ALEXANDER        
 

	  	 	 Name: J. Alan Alexander
 Title: President
 

 

 
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	 TEAMBANK, N.A.,
as Lender
 
	 
	 By:
 	 	 /s/    RICK P. BARTLEY        
 

	  	 	 Name: Rick P. Bartley
 Title: President/ CEO
 

 

 
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 AGREED AND CONSENTED TO: 
  
 
	 INERGY, L.P.,
 a Delaware limited partnership
  
 
	 By:
 	 	 /s/    John J. Sherman
 
	  	 	 

	  	 	 Name: John J. Sherman
 
	  	 	 Title: President
 

 
  
  
 
	 IPCH ACQUISITION CORP.,
 a Delaware corporation
  
 
	 By:
 	 	 /s/    John J. Sherman
 
	  	 	 

	  	 	 Name: John J. Sherman
 
	  	 	 Title: President
 

 
  
  
 
	 L & L TRANSPORTATION, LLC,
 a Delaware limited liability
company
  
 
	 By:
 	 	 /s/    John J. Sherman
 
	  	 	 

	  	 	 Name: John J. Sherman
 
	  	 	 Title: President
 

 
  
  
 
	 INERGY SALES & SERVICE, INC.,
 a Delaware corporation

 
 
	 By:
 	 	 /s/    John J. Sherman
 
	  	 	 

	  	 	 Name: John J. Sherman
 
	  	 	 Title: President
 

 
  
  
 
	 INERGY TRANSPORTATION, LLC,
 a Delaware limited liability
company
  
 
	 By:
 	 	 /s/    John J. Sherman
 
	  	 	 

	  	 	 Name: John J. Sherman
 
	  	 	 Title: President
 

 

 
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