First Supplemental Indenture


  
 Exhibit 10.5

  
  
 INERGY, L.P., 
 INERGY FINANCE CORP. 

and 
 THE
GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF 
  

 
 7.0% SENIOR
NOTES DUE 2018 
  
  

FIRST SUPPLEMENTAL INDENTURE 
 AND AMENDMENT — SUBSIDIARY GUARANTEE 
 Dated as of November 5, 2010

   

 
 U.S. BANK
NATIONAL ASSOCIATION, 
 as Trustee 
  

 
  

 

  
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 This FIRST
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 September 27, 2010 (the “Indenture”), pursuant to which the Issuers have issued
$600,000,000 aggregate principal amount of 7.0% Senior Notes due 2018 (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, each of 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 First 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 First 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 First
Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee. 
 ARTICLE 2 
 From this date, in accordance with Section 4.13 or 10.03 and by
executing this First 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. 

  
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 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 First Supplemental Indenture. This First 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 FIRST 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 First 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] 

  
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 IN WITNESS WHEREOF,
the parties hereto have caused this First 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] 

  
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	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] 

  
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	U.S. BANK NATIONAL ASSOCIATION,
	 as Trustee

		
	By	 	 /s/ Raymond S. Haverstock

	Name:	 	 Raymond S. Haverstock

	Title:	 	 Vice President




  
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