First Amendment to Unitholder Agreement, dated November 4, 2010.


  
 Exhibit 10.1

 FIRST AMENDMENT TO UNITHOLDER AGREEMENT 
 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. 
 On April 14, 2005, Inergy Holdings and all of the Unitholders entered into a Unitholder Agreement (the “Original Unitholder Agreement”). 

On August 7, 2010, Inergy, L.P. (“NRGY”), Inergy GP, LLC, Inergy Holdings, Inergy Holdings GP, LLC
(“Holdings GP”), NRGP Limited Partner, LLC (“New NRGP LP”) and NRGP MS, LLC (“MergerCo”) entered into an Agreement and Plan of Merger, as further amended and restated by a First Amended and Restated
Agreement and Plan of Merger, dated as of September 3, 2010 (the “Merger Agreement”), pursuant to which, at the Effective Time (as defined in the Merger Agreement), MergerCo will merge with an into Inergy Holdings, the separate
existence of MergerCo will cease and Inergy Holdings will survive and continue to exist as a Delaware limited partnership (the “Merger”), such that immediately following the consummation of the Merger, Holdings GP will continue as
the sole general partner of Inergy Holdings, and Holdings GP and New NRGP LP will remain as the only holders of limited partner interests in Inergy Holdings. Pursuant to the Merger Agreement, each Common Unit issued and outstanding immediately prior
to the Effective Time (as defined in the Merger Agreement) will be converted into the right to receive 0.77 common units representing limited partner interests in NRGY upon consummation of the Merger and the transactions contemplated by the Merger
Agreement (the “Merger Closing Date”), resulting in a conversion of the Original Common Units from an aggregate of 38,986,661 common units representing limited partner interests in Inergy Holdings into an aggregate of
(a) 18,451,161 common units representing limited partner interests in NRGY and (b) 11,568,560 Class B units representing limited partner interests in NRGY. 
 The parties desire to amend the Original Unitholder Agreement to eliminate certain restrictions on transfer and to eliminate registration rights. 

Accordingly, the parties agree as follows: 
 1. Capitalized Terms. Capitalized terms used in this Amendment and not otherwise defined have the meanings assigned to such terms in the Original Unitholder Agreement. 

2. Transfer Restrictions. Effective as of the Merger Closing Date, ARTICLE IV of the Original Unitholder Agreement is hereby
deleted. 






  
 3. Legend.
Effective as of the Merger Closing Date, ARTICLE V of the Original Unitholder Agreement is hereby amended by deleting the previous ARTICLE V in its entirety and by substituting the following new ARTICLE V in lieu thereof: 

ARTICLE V 
 LEGEND

 Commencing on the Merger Closing Date, any Unitholder may require Inergy Holdings to remove all legends
previously endorsed pursuant to this Agreement. 
 4. Registration Rights. Effective as of the Merger Closing Date,
ARTICLE VI of the Original Unitholder Agreement is hereby deleted. 
 5. Notices. The addresses for Fox, Dehaemers and
the Dehaemers GRAT are amended as follows: 
 If to Fox: 

Michael D. Fox 
 6504 Turnberry Ct. 
 Parkville, MO 64152-3135 

If to Dehaemers or the Dehaemers GRAT: 

David G. Dehaemers, Jr. 
 14747 Mission Road 
 Leawood, KS 66224-9506 

6. Amendment. Except as expressly amended hereby, the Original Unitholder Agreement remains unamended and in full force and effect
in accordance with its terms, and the Original Unitholder Agreement, as amended hereby, is hereby ratified and confirmed. The amendments provided herein are to be limited precisely as drafted and do not constitute an amendment of any other term,
condition or provision of the Original Unitholder Agreement. 
 7. References. References in the Original Unitholder
Agreement to “Agreement”, “hereof”, “herein” and words of similar impact are deemed to be references to the Original Unitholder Agreement as amended by this Amendment. 

8. Counterparts. This Amendment may be executed in one or more counterparts, each of which will for all purposes be deemed an
original and all of which will constitute the same instrument. 
 9. Governing Law. This Amendment is governed by and is
to be construed, interpreted and enforced in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state, including all matters of enforcement, validity and performance. 

  
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 10. Amendment
Effectiveness. This Amendment will become effective at the time executed by Unitholders owning 75% or more of the Original Common Units outstanding notwithstanding the fact that not all Unitholders have executed this Amendment. 

[End of Page.] 

  
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 The parties have
entered into this First Amendment to Unitholder Agreement as of the date set forth in the introductory clause. 
  

					
	INERGY HOLDINGS, L.P.
		
	By:	 	INERGY HOLDINGS GP, LLC
			
		 	By:	 	 /s/ John J. Sherman

		 		 	Name: John J. Sherman
		 		 	Title: President and CEO
	
	 /s/ John J. Sherman

	JOHN J. SHERMAN, TRUSTEE OF THE JOHN J. SHERMAN REVOCABLE TRUST DATED MAY 4, 1994
	
	 /s/ John J. Sherman

	JOHN J. SHERMAN, CO-TRUSTEE OF THE JOHN J. SHERMAN 2005 GRANTOR RETAINED ANNUITY TRUST I UNDER TRUST INDENTURE DATED MARCH 31, 2005
	
	 /s/ Mary N. Sherman

	MARY N. SHERMAN, CO-TRUSTEE OF THE JOHN J. SHERMAN 2005 GRANTOR RETAINED ANNUITY TRUST I UNDER TRUST INDENTURE DATED MARCH 31, 2005
	
	 /s/ William C. Gautreaux

	WILLIAM C. GAUTREAUX, CO-TRUSTEE OF THE WILLIAM C. GAUTREAUX 2008 GRANTOR RETAINED ANNUITY TRUST I UNDER TRUST INDENTURE DATED MAY 20,
2008



  
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	 /s/ Christena A. Gautreaux

	CHRISTENA A. GAUTREAUX, CO-TRUSTEE OF THE WILLIAM C. GAUTREAUX 2008 GRANTOR RETAINED ANNUITY TRUST I UNDER TRUST INDENTURE DATED MAY 20, 2008
	
	 /s/ William C. Gautreaux

	WILLIAM C. GAUTREAUX, CO-TRUSTEE OF THE WILLIAM C. GAUTREAUX 2008 GRANTOR RETAINED ANNUITY TRUST II UNDER TRUST INDENTURE DATED MAY 20, 2008
	
	 /s/ Christena A. Gautreaux

	CHRISTENA A. GAUTREAUX, CO-TRUSTEE OF THE WILLIAM C. GAUTREAUX 2008 GRANTOR RETAINED ANNUITY TRUST II UNDER TRUST INDENTURE DATED MAY 20, 2008
	
	 /s/ William C. Gautreaux

	WILLIAM C. GAUTREAUX, TRUSTEE OF THE WILLIAM C. GAUTREAUX REVOCABLE TRUST UNDER TRUST INDENTURE DATED MARCH 8, 2004
	
	 /s/ William C. Gautreaux

	WILLIAM C. GAUTREAUX, CO-TRUSTEE OF THE WILLIAM C. GAUTREAUX 2005 GRANTOR RETAINED ANNUITY TRUST UNDER TRUST INDENTURE DATED MARCH 31, 2005
	
	 /s/ Christena A. Gautreaux

	CHRISTENA A. GAUTREAUX, CO-TRUSTEE OF THE WILLIAM C. GAUTREAUX 2005 GRANTOR RETAINED ANNUITY TRUST UNDER TRUST INDENTURE DATED MARCH 31, 2005



  
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	 /s/ William C. Gautreaux

	WILLIAM C. GAUTREAUX, CO-TRUSTEE OF THE WILLIAM C. GAUTREAUX 2007 GRANTOR RETAINED ANNUITY TRUST II UNDER TRUST INDENTURE DATED AUGUST 30, 2007
	
	 /s/ Christena A. Gautreaux

	CHRISTENA A. GAUTREAUX, CO-TRUSTEE OF THE WILLIAM C. GAUTREAUX 2007 GRANTOR RETAINED ANNUITY TRUST II UNDER TRUST INDENTURE DATED AUGUST 30, 2007
	
	 /s/ Carl A. Hughes

	CARL A. HUGHES, TRUSTEE OF THE CARL A. HUGHES REVOCABLE TRUST UNDER TRUST INDENTURE DATED SEPTEMBER 13, 2002
	
	 /s/ Carl A. Hughes

	CARL A. HUGHES, CO-TRUSTEE OF THE CARL A. HUGHES 2005 GRANTOR RETAINED ANNUITY TRUST UNDER TRUST INDENTURE DATED MARCH 31, 2005
	
	 /s/ Cheryl L. Hughes

	CHERYL L. HUGHES, CO-TRUSTEE OF THE CARL A. HUGHES 2005 GRANTOR RETAINED ANNUITY TRUST UNDER TRUST INDENTURE DATED MARCH 31, 2005
	
	  

	MICHAEL D. FOX, CO-TRUSTEE OF THE MICHAEL D. FOX REVOCABLE TRUST DATED AUGUST 12, 2003
	
	  

	ELIZABETH L. FOX, CO-TRUSTEE OF THE MICHAEL D. FOX REVOCABLE TRUST DATED AUGUST 12, 2003



  
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	 /s/ Paul E. Mclaughlin

	PAUL E. MCLAUGHLIN, CO-TRUSTEE OF THE PAUL E. MCLAUGHLIN 2008 GRANTOR RETAINED ANNUITY TRUST UNDER TRUST INDENTURE DATED NOVEMBER 20, 2008
	
	 /s/ Jonalee Y. Mclaughlin

	JONALEE Y. MCLAUGHLIN, CO-TRUSTEE OF THE PAUL E. MCLAUGHLIN 2008 GRANTOR RETAINED ANNUITY TRUST UNDER TRUST INDENTURE DATED NOVEMBER 20, 2008
	
	 /s/ Paul E. Mclaughlin

	PAUL E. MCLAUGHLIN, CO-TRUSTEE OF THE PAUL E. MCLAUGHLIN 2005 GRANTOR RETAINED ANNUITY TRUST UNDER TRUST INDENTURE DATED MARCH 31, 2005
	
	 /s/ Jonalee Y. Mclaughlin

	JONALEE Y. MCLAUGHLIN, CO-TRUSTEE OF THE PAUL E. MCLAUGHLIN 2005 GRANTOR RETAINED ANNUITY TRUST UNDER TRUST INDENTURE DATED MARCH 31, 2005
	
	 /s/ Paul E. Mclaughlin

	PAUL E. MCLAUGHLIN, CO-TRUSTEE OF THE PAUL E. MCLAUGHLIN REVOCABLE TRUST UNDER TRUST INDENTURE DATED APRIL 24, 2003
	
	 /s/ Jonalee Y. Mclaughlin

	JONALEE Y. MCLAUGHLIN, CO-TRUSTEE OF THE PAUL E. MCLAUGHLIN REVOCABLE TRUST UNDER TRUST INDENTURE DATED APRIL 24, 2003
	
	 /s/ Andrew Atterbury

	ANDREW ATTERBURY



  
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	DAVID G. DEHAEMERS, JR.
	
	 /s/ Phillip L. Elbert

	PHILLIP L. ELBERT, CO-TRUSTEE OF THE PHILLIP L. ELBERT 2005 GRANTOR RETAINED ANNUITY TRUST UNDER TRUST INDENTURE DATED MARCH 31, 2005
	
	 /s/ Kristin O. Elbert

	KRISTIN O. ELBERT, CO-TRUSTEE OF THE PHILLIP L. ELBERT 2005 GRANTOR RETAINED ANNUITY TRUST UNDER TRUST INDENTURE DATED MARCH 31, 2005
	
	 /s/ Phillip L. Elbert

	PHILLIP L. ELBERT, CO-TRUSTEE OF THE CHARLES W. ELBERT TRUST UNDER TRUST INDENTURE DATED MARCH 31, 2005
	
	 /s/ Kristin O. Elbert

	KRISTIN O. ELBERT, CO-TRUSTEE OF THE CHARLES W. ELBERT TRUST UNDER TRUST INDENTURE DATED MARCH 31, 2005
	
	 /s/ Phillip L. Elbert

	PHILLIP L. ELBERT, CO-TRUSTEE OF THE LAUREN E. ELBERT TRUST UNDER TRUST INDENTURE DATED MARCH 31, 2005
	
	 /s/ Kristin O. Elbert

	KRISTIN O. ELBERT, CO-TRUSTEE OF THE LAUREN E. ELBERT TRUST UNDER TRUST INDENTURE DATED MARCH 31, 2005



  
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	 /s/ Phillip L. Elbert

	PHILLIP L. ELBERT, TRUSTEE OF THE PHILLIP L. ELBERT REVOCABLE TRUST UNDER TRUST INDENTURE DATED MAY 17, 2001
	
	 /s/ R. Brooks Sherman, Jr.

	R. BROOKS SHERMAN, JR., TRUSTEE OF THE R. BROOKS SHERMAN, JR. REVOCABLE TRUST DATED JANUARY 15, 2008



  
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