Second Supplemental Indenture and Amendment


  
 Exhibit 10.3

  
  

INERGY, L.P., 

INERGY FINANCE CORP. 
 and 
 THE GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF 

 
  

8.25% SENIOR NOTES DUE 2016 
  

 
 SECOND
SUPPLEMENTAL INDENTURE 
 AND AMENDMENT — SUBSIDIARY GUARANTEE 

Dated as of November 5, 2010 
  

 
 U.S. BANK
NATIONAL ASSOCIATION, 
 as Trustee 
  

 
  

 

  
 A-1








  
 This SECOND
SUPPLEMENTAL INDENTURE, dated as of November 5, 2010, is among Inergy, L.P., a Delaware limited partnership (the “Company”), Inergy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company,
the “Issuers”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the
“Trustee”). 
 RECITALS 
 WHEREAS, the Issuers, the initial Guarantors and the Trustee entered into an Indenture, dated as of January 17, 2006, as supplemented by the First Supplemental Indenture thereto, dated as of
April 24, 2008 (as so supplemented, the “Indenture”), pursuant to which the Issuers have issued $400,000,000 aggregate principal amount of 8.25% Senior Notes due 2016 (the “Notes”); 

WHEREAS, Section 9.01(g) of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the
Indenture in order to comply with Section 4.13 or 10.03 thereof, without the consent of the Holders of the Notes; 

WHEREAS, (i) Inergy Acquisition Company, LLC changed its name to Inergy Midstream, LLC, (ii) Inergy Stagecoach II, LLC changed
its name to Finger Lakes LPG Storage, LLC, (iii) Farm & Home Retail Oil Company, LLC merged with and into Inergy Propane, LLC and (iv) each of US Salt, LLC, Liberty Propane GP, LLC, Liberty Propane, LP, Liberty Propane Operations,
LLC, Inergy Pipeline East, LLC, Tres Palacios Gas Storage, LLC, Inergy Partners, LLC and IPCH Acquisition Corp. are being added as additional Guarantors of the Notes; and 
 WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Guarantors and of the
Trustee necessary to make this Second Supplemental Indenture a valid instrument legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed; 

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors
and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows: 

ARTICLE 1 

Section 1.01. This Second Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of,
and shall be construed in connection with and as part of, the Indenture for any and all purposes. 
 Section 1.02. This
Second Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee. 

  
 A-2








  
 ARTICLE 2 

From this date, in accordance with Section 4.13 or 10.03 and by executing this Second Supplemental Indenture, the Guarantors whose
signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder. 

ARTICLE 3 

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed
(mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture. 

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be
construed to be assumed, by the Trustee by reason of this Second Supplemental Indenture. This Second Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same
force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 
 Section 3.03. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

Section 3.04. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an
original, but all of such executed copies together shall represent the same agreement. 
 [NEXT PAGE IS SIGNATURE PAGE]


  
 A-3








  
 IN WITNESS WHEREOF,
the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first written above. 
  

			
	INERGY, L.P.
		
	By:	 	Inergy GP, LLC,
		 	its Managing General Partner
		
	By	 	 /s/ John J. Sherman

	Name:	 	John J. Sherman
	Title:	 	President and Chief Executive Officer
	
	INERGY FINANCE CORP.
		
	By:	 	 /s/ John J. Sherman

	Name:	 	John J. Sherman
	Title:	 	President and Chief Executive Officer



[SIGNATURE PAGE CONTINUED ON NEXT PAGE] 

  
 A-4








  
 
			
	GUARANTORS
	
	 INERGY PROPANE, LLC

	 INERGY MIDSTREAM, LLC

	 L & L TRANSPORTATION, LLC

	 INERGY TRANSPORTATION, LLC

	 FINGER LAKES LPG STORAGE, LLC

	 INERGY GAS MARKETING, LLC

	 INERGY STORAGE, INC.

	 STELLAR PROPANE SERVICE, LLC

	 CENTRAL NEW YORK OIL AND GAS COMPANY, L.L.C.

	 INERGY SALES & SERVICE, INC.

	 ARLINGTON STORAGE COMPANY, LLC

	 US SALT, LLC

	 LIBERTY PROPANE GP, LLC

	 LIBERTY PROPANE, LP, BY LIBERTY PROPANE GP, LLC, ITS GENERAL PARTNER

	 LIBERTY PROPANE OPERATIONS, LLC

	 INERGY PIPELINE EAST, LLC

	 TRES PALACIOS GAS STORAGE, LLC

	 INERGY PARTNERS, LLC

	 IPCH ACQUISITION CORP.

		
	By:	 	 /s/ John J. Sherman

	Name:	 	John J. Sherman
	Title:	 	President and Chief Executive Officer



[SIGNATURE PAGE CONTINUED ON NEXT PAGE] 

  
 A-5








  
 
			
	U.S. BANK NATIONAL ASSOCIATION,
	 as Trustee

		
	By	 	 /s/ Raymond S. Haverstock

	Name:	 	 Raymond S. Haverstock

	Title:	 	 Vice President




  
 A-6