Registration Rights Agreement


 Exhibit 4.1 
  

Execution Copy 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 by and among 
  
 INERGY, L.P. 
  
 and 
  
 INERGY HOLDINGS, L.P. 






 REGISTRATION RIGHTS AGREEMENT 
  
 THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 9, 2005, by and
among INERGY, L.P., a Delaware limited partnership (“Inergy”) and INERGY HOLDINGS, L.P. (“Holdings” or “Purchaser”). 
  
 This Agreement is made in connection with the Closing of the issuance and sale of the Special Units pursuant to the Special
Unit Purchase Agreement, dated as of August 9, 2005, by and among Inergy and the Purchaser (the “Purchase Agreement”). Inergy has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the
Purchaser of the Special Units pursuant to Section 2.05(i) of the Purchase Agreement. In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each party hereto, the parties hereby agree as follows: 
  
 ARTICLE I.  
 DEFINITIONS 
  
 Section 1.01 Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Purchase Agreement. The
terms set forth below are used herein as so defined: 
  
 “Affiliate” means, with respect to a specified Person, any other Person, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this
definition, “control” (including, with correlative meanings, “controlling”, “controlled by”, and “under common control with”) means the power to direct or cause the direction of the management and policies of
such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. 
  
 “Business Day” means any day other than a Saturday, Sunday, or a legal holiday for commercial banks in Wilmington, Delaware. 

 
 “Closing” shall have the meaning set forth in the
Purchase Agreement. 
  
 “Commission” means the
United States Securities and Exchange Commission. 
  
 “Common Units” means the common units of Inergy that are publicly traded on the NASDAQ. 
  
 “Conversion Units” means the Common Units issuable upon conversion of the Special Units. 
  
 “Effectiveness Period” has the meaning specified therefore
in Section 2.01(a) of this Agreement. 
  
 “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. 
  

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 “Holder” means the record holder of any Registrable Securities. 
  
 “Included Registrable Securities” has the meaning specified
therefor in Section 2.02(a) of this Agreement. 
  
 “Losses” has the meaning specified therefor in Section 2.08(a) of this Agreement. 
  
 “Managing Underwriter” means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering.

  
 “NASDAQ” means the NASDAQ National Market.

  
 “Person” means any individual, corporation,
company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. 
  
 “Piggyback Registration” has the meaning specified therefor
in Section 2.02(a) of this Agreement. 
  
 “Purchase
Agreement” has the meaning specified therefor in the Recital of this Agreement. 
  
 “Purchased Units” shall have the meaning set forth in the Purchase Agreement. 
  
 “Purchaser” has the meaning specified therefor in the introductory paragraph of this Agreement. 
  
 “Registrable Securities” means the Conversion Units until
such time as such securities cease to be Registrable Securities pursuant to Section 1.02 hereof. 
  
 “Registration Expenses” has the meaning specified therefor in Section 2.07(a) of this Agreement. 
  
 “Securities Act” means the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder. 
  
 “Selling Expenses” has the meaning specified therefor in Section 2.07(a) of this Agreement. 
  
 “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement. 
  
 “Shelf Registration” has the meaning specified therefor in
Section 2.01(a) of this Agreement. 
  
 “Shelf Registration
Statement” has the meaning specified therefor in Section 2.01(a) of this Agreement. 
  
 “Special Units” shall have the meaning set forth in the Purchase Agreement. 
  

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 “Underwritten Offering” means an offering (including an offering pursuant to a Shelf
Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks. 
  
 Section 1.02 Registrable Securities. Any Registrable Security will
cease to be a Registrable Security when (a) a registration statement covering such Registrable Security has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration
statement; (b) such Registrable Security has been disposed of pursuant to any section of Rule 144 (or any similar provision then in force under the Securities Act); or (c) such Registrable Security is held by Inergy or one of its subsidiaries.

  
 ARTICLE II. 
 REGISTRATION RIGHTS 
  
 Section 2.01 Shelf Registration. 
  
 (a) Shelf Registration. As soon as practicable following the Closing of the purchase of the Special Units pursuant to the terms of the Purchase
Agreement, but in any event within 180 days of the Closing, Inergy shall prepare and file a registration statement under the Securities Act to permit the public resale of the Registrable Securities from time to time as permitted by Rule 415 of the
Securities Act (the “Shelf Registration Statement”). Inergy shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 240 days after the date of the Closing (the
“Shelf Registration”). A Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by Inergy; provided, however, that if a
prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify Inergy in writing that, in the sole judgment of such Managing
Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, Inergy shall use its commercially reasonable efforts to
include such information in the prospectus. Inergy will cause the Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act until all Registrable Securities covered by the Shelf
Registration Statement have been distributed in the manner set forth and as contemplated in the Shelf Registration Statement or there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). The Shelf
Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.  
  
 (b) Delay Rights. Notwithstanding anything to the contrary contained herein, Inergy may, upon written notice to any Selling Holder whose
Registrable Securities are included in the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which 
  

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 is a part of the Shelf Registration Statement (in which event the Selling Holder shall discontinue sales of the
Registrable Securities pursuant to the Shelf Registration Statement) if (i) Inergy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Inergy determines in good faith that Inergy’s ability to pursue
or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf Registration Statement or (ii) Inergy has experienced some other material non-public event the disclosure of which at
such time, in the good faith judgment of Inergy, would materially adversely affect Inergy. Upon disclosure of such information or the termination of the condition described above, Inergy shall provide prompt notice to the Selling Holders whose
Registrable Securities are included in the Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as
contemplated in this Agreement. 
  
 Section 2.02
Piggyback Registration. 
  
 (a) Participation. If
Inergy at any time proposes to file a prospectus supplement to an effective shelf registration statement with respect to an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the
public in an Underwritten Offering other than (x) a registration relating solely to employee benefit plans, (y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any registration form which does not permit secondary
sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), then, as soon as practicable following the engagement of counsel to Inergy to
prepare the documents to be used in connection with an Underwritten Offering, Inergy shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten
Offering such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that Inergy shall not be required to offer such opportunity to Holders if
Inergy has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units. Each Holder of Registrable
Securities acknowledges for purposes of clause (ii) that its Registrable Securities are not covered by Inergy’s existing registration statements on Form S-3 (File No. 333-118941 and File No. 333-124098) and Inergy shall have no obligation to
include such Registrable Securities in such registration statement, by post-effective amendment or otherwise; provided, however, that if a registration statement covering the Registrable Securities is effective and a prospectus
supplement relating to the Form S-3’s described above (File No. 333-118941 and File No. 333-124098) has been proposed with respect to an Underwritten Offering, the Holders shall be entitled to notice and the opportunity to include in such
Underwritten Offering, pursuant to the registration statement covering the Registrable Securities, such number of Registrable Securities as each such Holder may request in writing, subject to the other terms and conditions of this Section 2.02(a).
Subject to Section 2.02(b), Inergy shall include in such Underwritten Offering all such Registrable Securities (“Included Registrable Securities”) with respect to which Inergy has received requests within one business day after
Inergy’s notice has been delivered in accordance with Section 3.01. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at
any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such 
  

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 Underwritten Offering, Inergy shall determine for any reason not to undertake or to delay such Underwritten Offering,
Inergy may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable
Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the
delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to Inergy of such
withdrawal up to and including the time of pricing of such offering. 
  
 (b) Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in a Piggyback Registration advises Inergy that the total amount of Common Units which
the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the
market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Inergy can be sold without having such adverse
effect, with such number to be allocated (i) first, among those holders with rights under that certain Investors Rights Agreement dated as of January 12, 2001, by and among Inergy Partners, LLC (as predecessor to Inergy) and the investors named
therein; (ii) second, if there remains availability for additional Common Units to be included in such Piggyback Registration, pro rata among (W) those holders with rights under that certain Registration Rights Agreement dated as of
November 29, 2004, by and between Inergy and Kayne Anderson MLP Investment Company (“Kayne Anderson”), (X) those holders with rights under that certain Registration Rights Agreement dated as of November 29, 2004 by and between
Inergy and Tortoise Energy Infrastructure Corporation (“Tortoise”), and (Y) the Selling Holders and any other Persons who are granted registration rights on or after the date of this Agreement (“Other Holders”) who
have requested participation in the Piggyback Registration (based, for each of Kayne Anderson, Tortoise, Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by each of
Kayne Anderson, Tortoise, such Selling Holder or such Other Holder in such offering, as the case may be; by (B) the aggregate number of Common Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration; and
(iii) third, if there remains availability for additional Common Units to be included in such Piggyback Registration, such additional Common Units shall be allocated pro rata among IPCH Acquisition Corp. (“IPCH”) pursuant to
that certain Registration Rights Agreement dated as of December 19, 2001, by and between Inergy and IPCH and the General Partners or any of their Affiliates (as such term is defined in the Partnership Agreement) under Section 7.12 of the Partnership
Agreement. 
  
 (c) Termination of Piggyback Registration
Rights. The Piggyback Registration rights granted pursuant to this Section 2.02 shall terminate the on the date on which all Registrable Securities cease to be Registrable Securities hereunder in accordance with Section 1.02. 
  

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 Section 2.03 Underwritten Offering. 
  
 (a) Shelf Registration. In the event that a Selling Holder elects to dispose of Registrable Securities under the
Shelf Registration Statement pursuant to an Underwritten Offering, Inergy shall enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the
effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registered Securities;
provided, however, the participation of Inergy management in connection with an Underwritten Offering for the benefit of Selling Holders shall consist of not more than sixteen hours of teleconferences for the benefit of Purchaser
annually. 
  
 (b) General Procedures. In connection with
any Underwritten Offering under this Agreement, Inergy shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering under Section 2.01 or 2.02 hereof, each Selling Holder and Inergy shall be
obligated to enter into an underwriting agreement which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder
may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities
and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, Inergy to and
for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to
its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with Inergy or the underwriters other than representations, warranties or agreements regarding such Selling Holder and its ownership of
the securities being registered on its behalf and its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw
therefrom by notice to Inergy and the Managing Underwriter; provided, however, that such withdrawal must be made prior to the time in the final sentence of Section 2.02(a) hereof to be effective. No such withdrawal or abandonment shall
affect Inergy’s obligation to pay Registration Expenses. 
  
 Section 2.04 Registration Procedures. In connection with its obligations contained in Sections 2.01 and 2.02, Inergy will, as expeditiously as possible: 
  
 (a) prepare and file with the Commission such amendments and supplements to the Shelf Registration Statement and the
prospectus used in connection therewith as may be necessary to keep the Shelf Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by the Shelf Registration Statement; 
  
 (b) furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing the Shelf Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto,
upon request, copies 
  

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 of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document
incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of
distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing the Shelf Registration Statement or such other registration statement or supplement or
amendment thereto, and (ii) such number of copies of the Shelf Registration Statement or such other registration statement and the prospectus included therein and any supplements and amendments thereto as such Persons may reasonably request in order
to facilitate the public sale or other disposition of the Registrable Securities covered by such Shelf Registration Statement or other registration statement; 
  

(c) if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by the Shelf Registration
Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably
request, provided that Inergy will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action which would subject it to general service of process in any such
jurisdiction where it is not then so subject; 
  
 (d) promptly
notify each Selling Holder and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the filing of the Shelf Registration Statement or any other registration statement
contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Shelf Registration Statement or any other registration statement or any
post-effective amendment thereto, when the same has become effective; and (ii) any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to
the Shelf Registration Statement or any other registration statement or any prospectus or prospectus supplement thereto; 
  
 (e) immediately notify each Selling Holder and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the
Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in the Shelf Registration Statement or any other registration statement contemplated by this Agreement, as then in effect,
includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (ii) the issuance or threat
of issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the
receipt by Inergy of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, Inergy
agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to
state a material fact required to be 
  

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 stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing
and to take such other action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto; 
  
 (f) upon request by a Selling Holder, furnish to such Selling Holder copies of any and all transmittal letters or other correspondence with the Commission
or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities; 
  
 (g) in the case of an Underwritten Offering, furnish upon request, (i) an
opinion of counsel for Inergy, dated the effective date of the applicable registration statement or the date of any amendment or supplement thereto, and a letter of like kind dated the date of the closing under the underwriting agreement, and (ii) a
“cold comfort” letter, dated the effective date of the applicable registration statement or the date of any amendment or supplement thereto and a letter of like kind dated the date of the closing under the underwriting agreement, in each
case, signed by the independent public accountants who have certified Inergy’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the “cold comfort”
letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement included therein) and as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities, such other matters as such underwriters may reasonably request; 
  
 (h) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission,
and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first full calendar month after the effective date of
such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; 
  

(i) make available to the appropriate representatives of the Managing Underwriter and Selling Holders access to such information and Inergy personnel
as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided that Inergy need not disclose any information to any such representative unless and until such representative has entered
into a confidentiality agreement with Inergy; 
  
 (j) cause all
such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by Inergy are then listed; 
  
 (k) use its commercially reasonable efforts to cause the Registrable
Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of Inergy to enable the Selling Holders to consummate the disposition of such Registrable
Securities; 
  
 (l) provide a transfer agent and registrar for all
Registrable Securities covered by such registration statement not later than the effective date of such registration statement; and 
  

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 (m) enter into customary agreements and take such other actions as are reasonably requested by the
Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities. 
  
 Each Selling Holder, upon receipt of notice from Inergy of the happening of any event of the kind described in subsection (e) of this Section 2.04, shall
forthwith discontinue disposition of the Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.04 or until it is advised in writing by
Inergy that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by Inergy, such Selling Holder will, or will request the
managing underwriter or underwriters, if any, to deliver to Inergy (at Inergy’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such notice. 
  
 Section 2.05 Cooperation by Holders. Inergy shall have no obligation to include in the Shelf Registration Statement units of a Holder or in a Piggyback Registration units of a Selling Holder who has failed to timely furnish such
information which, in the opinion of counsel to Inergy, is reasonably required in order for the registration statement or prospectus supplement, as applicable, to comply with the Securities Act. 
  
 Section 2.06 Restrictions on Public Sale by Holders of Registrable
Securities. Each Holder of Registrable Securities who is included in the Shelf Registration Statement agrees not to effect any public sale or distribution of the Registrable Securities during the 90 calendar day period beginning on the date of a
prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by
the underwriters on the officers or directors or any other unitholder of Inergy on whom a restriction is imposed. 
  
 Section 2.07 Expenses. 
  
 (a) Certain Definitions. “Registration Expenses” means all expenses incident to Inergy’s performance under or compliance with
this Agreement to effect the registration of Registrable Securities in a Shelf Registration or a Piggyback Registration, and the disposition of such securities, including, without limitation, all registration, filing, securities exchange listing and
NASDAQ fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the National Association of Securities Dealers, Inc., transfer taxes and fees of transfer agents and registrars,
all word processing, duplicating and printing expenses, the fees and disbursements of counsel and independent public accountants for Inergy, including the expenses of any special audits or “cold comfort” letters required by or incident to
such performance and compliance. Except as otherwise provided in Section 2.08 hereof, Inergy shall not be responsible for legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder. In addition, Inergy
shall not be responsible for any “Selling Expenses,” which means all underwriting fees, discounts and selling commissions allocable to the sale of the Registrable Securities. 
  

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 (b) Expenses. Inergy will pay all Registration Expenses in connection with the Shelf Registration
Statement filed pursuant to Section 2.01(a) of this Agreement, and Inergy will pay all Registration Expenses in connection with a Piggyback Registration, whether or not the Shelf Registration Statement becomes effective or any sale is made pursuant
to the Shelf Registration Statement or Piggyback Registration. Each Selling Holder shall pay all Selling Expenses in connection with any sale of its Registrable Securities hereunder. 
  
 Section 2.08 Indemnification. 
  
 (a) By Inergy. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this
Agreement, Inergy will indemnify and hold harmless each Selling Holder thereunder, its directors and officers, and each underwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and
each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses)
(collectively, “Losses”), joint or several, to which such Selling Holder or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or any other registration statement
contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder, its directors and officers, each such
underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that Inergy will not be
liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder,
such underwriter or such controlling Person in writing specifically for use in the Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Selling Holder or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder. 
  
 (b) By Each Selling Holder. Each Selling Holder agrees severally and
not jointly to indemnify and hold harmless Inergy, its directors and officers, and each Person, if any, who controls Inergy within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Inergy to
the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Shelf Registration Statement or prospectus supplement relating to the
Registrable Securities, or any amendment or supplement thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received
by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification. 
  

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 (c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement
of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party other than under this Section 2.08. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying
party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified
party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.08 for any legal expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense and employ counsel or (ii) if the
defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or
additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a
separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed
by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnified party shall settle any action brought against it with respect to which it is entitled to indemnification hereunder without the consent of
the indemnifying party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnifying party. 
  
 (d) Contribution. If the indemnification provided for in this Section
2.08 is held by a court or government agency of competent jurisdiction to be unavailable to Inergy or any Selling Holder or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses as between Inergy on the one hand and such Selling Holder on the other, in such proportion as is appropriate to reflect the
relative fault of Inergy on the one hand and of such Selling Holder on the other in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however,
that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such
indemnification. The relative fault of Inergy on the one hand and each Selling Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The
parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations
referred 
  

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 to in the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to
in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss which is the subject of this paragraph. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation. 
  
 (e) Other Indemnification. The provisions of this Section 2.08 shall
be in addition to any other rights to indemnification or contribution which an indemnified party may have pursuant to law, equity, contract or otherwise. 
  
 Section 2.09 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit
the sale of the Registrable Securities to the public without registration, Inergy agrees to use its commercially reasonable efforts to: 
  
 (a) Make and keep public information regarding Inergy available, as those terms are understood and defined in Rule 144 of the Securities Act, at all times
from and after the date hereof; 
  
 (b) File with the Commission
in a timely manner all reports and other documents required of Inergy under the Securities Act and the Exchange Act at all times from and after the date hereof; and 
  
 (c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a copy of the most
recent annual or quarterly report of Inergy, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without
registration. 
  
 Section 2.10 Transfer or Assignment of
Registration Rights. The rights to cause Inergy to register Registrable Securities granted to the Purchaser by Inergy under this Article II may be transferred or assigned by the Purchaser to one or more transferee(s) or assignee(s) of such
Registrable Securities, provided that (a) unless such transferee is an Affiliate of the Purchaser, each such transferee or assignee holds Registrable Securities representing at least 15% of the number of Special Units sold pursuant to the terms of
the Purchase Agreement, (b) Inergy is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee and identifying the securities with respect to which such registration rights are being
transferred or assigned, and (c) each such transferee assumes in writing responsibility for its portion of the obligations of the Purchaser under this Agreement. 
  
 ARTICLE III.  
 MISCELLANEOUS 
  
 Section 3.01
Communications. All notices and other communications provided for or permitted hereunder shall be made in writing by facsimile, courier service or personal delivery: 
  
 (a) if to the Purchaser, at the most current addresses given by the Purchaser to Inergy in accordance with the provisions of
this Section 3.01, which addresses initially are, with respect to the Purchaser, the addresses set forth in the Purchase Agreement, 
  

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 (b) if to a transferee of the Purchaser, to such Holder at the address provided pursuant to Section 2.10
above, and 
  
 (c) if to Inergy, at Two Brush Creek Blvd., Suite
200, Kansas City, Missouri 64112, notice of which is given in accordance with the provisions of this Section 3.01. 
  
 All such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered; when receipt
acknowledged, if sent via facsimile or sent via Internet electronic mail; and when actually received, if sent by any other means. 
  
 Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the
parties, including subsequent Holders of Registrable Securities to the extent permitted herein. 
  
 Section 3.03 Assignment of Rights. All or any portion of the rights and obligations of the Purchaser under this Agreement may be transferred or
assigned by the Purchaser in accordance with Section 2.10 hereof. 
  
 Section 3.04 Recapitalization, Exchanges, etc. Affecting the Common Units. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all units of Inergy or any successor or assign of
Inergy (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, recapitalizations and
the like occurring after the date of this Agreement. 
  
 Section
3.05 Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other
remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto
hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any
other rights and remedies at law or in equity which such Person may have. 
  
 Section 3.06 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered,
shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. 
  
 Section 3.07 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning
hereof. 
  

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 Section 3.08 Governing Law. The laws of the State of Delaware shall govern this Agreement without
regard to principles of conflict of laws. 
  
 Section 3.09
Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction. 
  
 Section 3.10 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with
respect to the rights granted by Inergy set forth herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 
  
 Section 3.11 Amendment. This Agreement may be amended only by means of a written amendment signed by Inergy and the
Holders of a majority of the then outstanding Registrable Securities; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder. 
  
 Section 3.12 No Presumption. In the event any claim is made by
a party relating to any conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its
counsel. 
  
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blank.] 
  

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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

			
	INERGY, LP.
		
	By:	 	Inergy GP, LLC,
	 	 	its Managing General Partner
		
	By:	 	  


	Name:	 	R. Brooks Sherman, Jr.
	Title:	 	 Senior Vice President
 and Chief Financial
Officer

	
	INERGY HOLDINGS, L.P.
		
	By:	 	Inergy Holdings GP, LLC,
	 	 	its General Partner
		
	By:	 	  


	Name:	 	Laura L. Ozenberger
	Title:	 	 Vice President, General Counsel
 and
Secretary