Third Supplemental Indenture, dated as of February 2, 2011


 Exhibit 4.2 

 
  
 INERGY, L.P., 
 INERGY FINANCE CORP. 

and 
 THE
GUARANTORS NAMED HEREIN 
  
  

8.25% SENIOR NOTES DUE 2016 
  

 
 THIRD
SUPPLEMENTAL INDENTURE 
 Dated as of February 2, 2011 

 
  

U.S. BANK NATIONAL ASSOCIATION, 
 as Trustee 
  

 
  

 






 THIS THIRD SUPPLEMENTAL INDENTURE, dated as of February 2, 2011, is by and 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”), the Guarantors (as defined in the
Indenture referred to herein) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”). 
 RECITALS 
 WHEREAS, the Issuers, the Guarantors and the Trustee are parties to
that certain Indenture dated as of January 17, 2006 (the “Original Indenture”), relating to the Company’s 8.25% Senior Notes due 2016 (the “Notes”), and the Original Indenture has been amended and supplemented by the
First Supplemental Indenture and the Second Supplemental Indenture thereto (the Original Indenture as so amended and supplemented, being referred to herein as the “Indenture”); 

WHEREAS, $400,000,000 aggregate principal amount of Notes are currently outstanding; 

WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of a majority in principal amount of the Notes
then outstanding (including, without limitation, consents obtained in connection with a tender offer for Notes), the Issuers, the Guarantors and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or
supplementing the Indenture or the Notes (subject to certain exceptions); 
 WHEREAS, the Issuers desire and have requested the
Trustee to join with them and the Guarantors in entering into this Third Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Indenture; 

WHEREAS, the Company has been soliciting consents to this Third Supplemental Indenture upon the terms and subject to the conditions set
forth in its Offer to Purchase and Consent Solicitation Statement dated January 19, 2011 and the related Consent and Letter of Transmittal (which together, including any amendments, modifications or supplements thereto, constitute the
“Tender Offer”); 
 WHEREAS, (1) the Company has received the consent of the Holders of a majority in principal
amount of the outstanding Notes (excluding any Notes owned by the Company or any of its Affiliates), all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Third Supplemental
Indenture, (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Third Supplemental Indenture an Opinion of Counsel relating to this Third Supplemental Indenture as contemplated by Section 9.06
of the Indenture and (3) the Issuers and the Guarantors have satisfied all other conditions required under Article 9 of the Indenture to enable the Issuers, the Guarantors and the Trustee to enter into this Third Supplemental Indenture; and

 WHEREAS, all other 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 Third 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. The Indenture is hereby amended by deleting the
following provisions of the Indenture and all references and definitions related thereto in their entirety: 
 Section 3.09
(Offer to Purchase by Application of Excess Proceeds); 
 Section 4.03 (Reports), except as required by Section 314(a)
of the TIA; 
 Section 4.04(c) (Compliance Certificate); 

Section 4.05 (Taxes); 
 Section 4.06 (Stay, Extension and Usury Laws); 
 Section 4.07 (Limitation
on Restricted Payments); 
 Section 4.08 (Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries);

 Section 4.09 (Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock); 

Section 4.10 (Limitation on Asset Sales); 
 Section 4.11 (Limitation on Transactions with Affiliates); 
 Section 4.12
(Limitation on Liens); 
 Section 4.13 (Additional Subsidiary Guarantees); 

Section 4.15 (Offer to Repurchase Upon Change of Control); 
 Section 4.16 (No Inducements); 
 Section 4.17 (Activities of Finance
Corp.); 
 Section 4.20 (Designation of Restricted and Unrestricted Subsidiaries); 

Section 5.01(c) and (d) (Merger, Consolidation, or Sale of Assets); and 

Section 6.01(f) and (g) (Events of Default). 
 Section 1.02. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Third Supplemental Indenture. 

ARTICLE 2 

Section 2.01. For all purposes of this Third Supplemental Indenture, except as otherwise defined or unless the context otherwise
requires, terms used in capitalized form in this Third Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture. 
 Section 2.02. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Third Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as
though they constitute a single instrument, except that in the case of conflict the provisions of this Third Supplemental Indenture shall control. 






 Section 2.03. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 Section 2.04. All agreements of the Issuers and the Guarantors in
this Third Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Third Supplemental Indenture shall bind its successors. 

Section 2.05. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original,
but all of such executed copies together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Third Supplemental Indenture via telecopy or other form of electronic
transmission. 
 Section 2.06. In case any one or more of the provisions in this Third Supplemental Indenture or in the
Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired
thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. 

Section 2.07. The Trustee accepts the amendments of the Indenture effected by this Third Supplemental Indenture and agrees to
execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and
provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuers and the Guarantors, and the Trustee makes no representation with
respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture. 
 Section 2.08. The provisions of this Third Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence,
the provisions of this Third Supplemental Indenture shall become operative only upon the purchase by the Company, pursuant to the Tender Offer, of a majority in principal amount of the outstanding Notes (excluding any Notes owned by the Company or
any of its Affiliates), with the result that the amendments to the Indenture effected by this Third Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such purchase shall not occur. The Company shall notify the
Trustee promptly after the occurrence of such purchase or promptly after the Company shall determine that such purchase will not occur. 
  






 Section 2.09. Any Notes authenticated and delivered after the close of business on the
date that this Third Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by
the Company, with a notation as follows: 
 “Effective as of February 2, 2011, certain restrictive covenants of the Company and
certain Events of Default have been eliminated or limited, as provided in the Third Supplemental Indenture, dated as of February 2, 2011. Reference is hereby made to such Third Supplemental Indenture, copies of which are on file with the
Trustee, for a description of the amendments made therein.” 






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

			
	INERGY, L.P.
		
	By:	 	Inergy GP, LLC,
		 	its 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 to Third Supplemental Indenture 







 
			
	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 to Third Supplemental Indenture 







 
			
	U.S. BANK NATIONAL ASSOCIATION,
		 	as Trustee
		
	By	 	 /s/ Raymond S. Haverstock

	Name:	 	Raymond S. Haverstock
	Title:	 	Vice President



  
 Signature
Page to Third Supplemental Indenture