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                                                                     EXHIBIT 4.6

                          LIMITED GUARANTY AGREEMENT

     THIS GUARANTY AGREEMENT, dated as of June 7, 2002 (the "Guaranty
Agreement"), is made by IPCH ACQUISITION CORP., a Delaware corporation (the
"Guarantor"), in favor of the holders from time to time of the Notes described
below (the "Noteholders").

     WHEREAS, Inergy Propane, LLC, a Delaware limited liability company (the
"Company"), and the Purchasers named on the Purchaser Schedule thereto
(collectively, the "Purchasers") have entered into a Note Purchase Agreement
dated as of even date herewith (as the same may be amended, restated,
supplemented, or otherwise modified from time to time, the "Note Agreement";
capitalized terms used and otherwise not defined herein have the definitions set
forth in the Note Agreement) pursuant to which the Company has issued and sold
to the Purchasers (i) $35,000,000 aggregate principal amount of its 8.85% Senior
Secured Notes, Series A, due June 7, 2007 (the "Series A Notes"), (ii)
$25,000,000 aggregate principal amount of its 9.10% Senior Secured Notes, Series
B, due June 6, 2008 (the "Series B Notes"), and (iii) $25,000,000 aggregate
principal amount of its 9.34% Senior Secured Notes, Series C, due June 5, 2009
(the "Series C Notes" and, together with the Series A Notes and the Series B
Notes, collectively, the "Notes"; which term shall include any notes issued in
substitution or exchange for any of the foregoing pursuant to the terms of the
Note Agreement);

     WHEREAS, the Guarantor is the owner of certain equity interests in Inergy,
L.P., a Delaware limited partnership of which the Company is a Wholly-Owned
Subsidiary; and

     WHEREAS, it is a condition to the agreement of the Purchasers to purchase
the Notes that this Guaranty Agreement shall have been executed and delivered by
the Guarantor and shall be in full force and effect;

     NOW THEREFORE, in order to induce, and in consideration of, the execution
and delivery of the Note Agreement and the purchase of the Notes by the
Purchasers, the Guarantor hereby covenants and agrees with, and represents and
warrants to the Noteholders as follows:

1.   THE GUARANTY.  The Guarantor hereby irrevocably and unconditionally
     guarantees to each Noteholder the due and punctual payment in full of (i)
     the principal of, Make-Whole Amount, if any, and interest on (including
     interest accruing after the filing of any petition in bankruptcy, or the
     commencement of any insolvency, reorganization or like proceeding, relating
     to the Company, whether or not a claim for post-filing or post-petition
     interest is allowed in such proceeding), and any other amounts due under,
     the Notes when and as the same shall become due and payable (whether at
     stated maturity or by required or optional prepayment or by acceleration or
     otherwise) and (ii) any other
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     sums which may become due under the terms and provisions of the Note
     Agreement, the Notes or any other Note Document (all such obligations
     described in clauses (i) and (ii) above are herein called the "Guaranteed
     Obligations"). The guaranty in the preceding sentence is an absolute,
     present and continuing guaranty of payment and not of collectibility and is
     in no way conditional or contingent upon any attempt to collect from the
     Company or any other guarantor of the Notes or upon any other action,
     occurrence or circumstance whatsoever. In the event that the Company shall
     fail so to pay any of such Guaranteed Obligations, the Guarantor agrees to
     pay the same when due to the Noteholders entitled thereto, without demand,
     presentment, protest or notice of any kind, in lawful money of the United
     States of America, at the place for payment specified in the Notes and the
     Note Agreement. Each default in payment of principal of, Make-Whole Amount,
     if any, or interest on any Note shall give rise to a separate cause of
     action hereunder and separate suits may be brought hereunder as each cause
     of action arises. The Guarantor hereby agrees that the Notes issued in
     connection with the Note Agreement may make reference to this Guaranty
     Agreement.

     The Guarantor hereby agrees to pay and to indemnify and save each
     Noteholder harmless from and against any damage, loss, cost or expense
     (including attorneys' fees) which such Noteholder may incur or be subject
     to as a consequence, direct or indirect, of (i) any breach by the Guarantor
     or by the Company of any warranty, covenant, term or condition in, or the
     occurrence of any default under, this Guaranty Agreement, the Notes, the
     Note Agreement or any other Note Document, together with all expenses
     resulting from the compromise or defense of any claims or liabilities
     arising as a result of any such breach or default, and (ii) any legal
     action commenced to challenge the validity or enforceability of this
     Guaranty Agreement, the Notes, the Note Agreement or any other Note
     Document.

     Notwithstanding the foregoing or any other provisions of this Guaranty
     Agreement, it is agreed and understood that the Guarantor shall not be
     required to pay hereunder at any time more than the Maximum Guaranteed
     Amount determined as of such time.  The Guarantor agrees that the
     Guaranteed Obligations may at any time exceed the sum of the Maximum
     Guaranteed Amount, without affecting or impairing the obligation of the
     Guarantor.  "Maximum Guaranteed Amount" means as of the date of
     determination, the lesser of (a) $35,000,000 and (b) the maximum amount
     that would not render the Guarantor's liability under this Guaranty
     Agreement subject to avoidance under Section 548 of the United States
     Bankruptcy Code (or any successor provision) or any comparable provision of
     applicable state law; provided, however, that (i) the foregoing limitation
     shall not limit or otherwise affect the Guarantor's liability under this
     Guaranty Agreement to pay any expenses (including, without limitation,
     attorney's fees and expenses, whether or not litigation is commenced, and
     during both the trial and any appellate phases of litigation) incurred by
     the Noteholders in enforcing any rights under this Guaranty Agreement, and
     (ii) no payment or prepayment of any Notes or other obligations under the
     Note Agreement or any other Note Document, by the Company or any other
     Person, and no foreclosure or other realization by the Collateral Agent or
     the Noteholders of any Collateral shall reduce the Guaranteed Obligations
     (except to the extent the sum of all obligations of the Company under the
     Notes, the Note Agreement

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     and the other Note Documents is less than $35,000,000 at the time
     enforcement of this Guaranty Agreement is sought).

2.   OBLIGATIONS ABSOLUTE.  The obligations of the Guarantor hereunder shall be
     primary, absolute, irrevocable and unconditional, irrespective of the
     validity, regularity or enforceability of the Notes, of the Note Agreement
     or of the other Note Documents, shall not be subject to any counterclaim,
     setoff, deduction or defense based upon any claim the Guarantor may have
     against the Company or any Noteholder or otherwise, and shall remain in
     full force and effect without regard to, and shall not be released,
     discharged or in any way affected by, any circumstance or condition
     whatsoever (whether or not the Guarantor shall have any knowledge or notice
     thereof), including, without limitation: (a) any amendment, modification of
     or supplement to the Note Agreement, the Notes, or any other Note Document
     (except that the obligations of the Guarantor hereunder shall apply to the
     Note Agreement, the Notes or such other Note Document as so amended,
     modified or supplemented) or any assignment or transfer of any thereof or
     of any interest therein, or any furnishing, acceptance or release of any
     security for the Notes; (b) any waiver, consent, extension, indulgence or
     other action or inaction under or in respect of the Notes or in respect of
     the Note Agreement or any other Note Document; (c) any bankruptcy,
     insolvency, readjustment, composition, liquidation or similar proceeding
     with respect to the Company or its property; (d) any merger, amalgamation
     or consolidation of the Guarantor or of the Company into or with any other
     entity or any sale, lease or transfer of any or all of the assets of the
     Guarantor or of the Company to any person; (e) any failure on the part of
     the Company for any reason to comply with or perform any of the terms of
     any other agreement with the Guarantor; or (f) any other circumstance which
     might otherwise constitute a legal or equitable discharge or defense of a
     guarantor.  The Guarantor covenants that its obligations hereunder will not
     be discharged except by payment and performance in full of all of the
     Guaranteed Obligations.

3.   WAIVER.  The Guarantor unconditionally waives to the fullest extent
     permitted by law, (a) notice of acceptance hereof, of any action taken or
     omitted in reliance hereon and of any defaults by the Company in the
     payment of any amounts due under the Notes, the Note Agreement or the other
     Note Documents, and of any of the matters referred to in paragraph 2
     hereof; (b) all notices which may be required by statute, rule of law or
     otherwise to preserve any of the rights of each Noteholder against the
     Guarantor, including, without limitation, presentment to or demand for
     payment from the Company or the Guarantor with respect to any Note, notice
     to the Company or to the Guarantor of default or protest for nonpayment or
     dishonor and the filing of claims with a court in the event of the
     bankruptcy of the Company; (c) any right to the enforcement, assertion or
     exercise by any Noteholder of any right, power or remedy conferred in this
     Guaranty Agreement, the Note Agreement, the Notes or the other Note
     Documents; (d) any requirement or diligence on the part of any Noteholder;
     and (e) any other act or omission or thing or delay to do any other act or
     thing which might in any manner or to any extent vary the risk of the
     Guarantor or which might otherwise operate as a discharge of the Guarantor.

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4.   OBLIGATIONS UNIMPAIRED.  The Guarantor authorizes the Noteholders, without
     notice or demand to the Guarantor and without affecting its obligations
     hereunder, from time to time (a) to renew, compromise, extend, accelerate
     or otherwise change the time for payment of, or otherwise change the terms
     of, all or any part of the Notes, the Note Agreement, any other Note
     Document or any other instrument referred to therein; (b) to take and hold
     security for the payment of the Notes, for the performance of this Guaranty
     Agreement or otherwise for the Indebtedness guaranteed hereby and to
     exchange, enforce, waive and release any such security; (c) to apply any
     such security and to direct the order or manner of sale thereof as the
     Noteholders in their sole discretion may determine; (d) to obtain
     additional or substitute endorsers or guarantors; (e) to exercise or
     refrain from exercising any rights against the Company and others; and (f)
     to apply any sums, by whomsoever paid or however realized, to the payment
     of the principal of, Make-Whole Amount, if any, and interest on the Notes
     and any other Guaranteed Obligations hereunder.  The Guarantor waives any
     right to require the Noteholders to proceed against any additional or
     substitute endorsers or guarantors or to pursue or exhaust any security
     provided by the Company, the Guarantor or any other person or to pursue any
     other remedy available to such Noteholders.

5.   SUBROGATION.  The Guarantor will not (a) exercise, and hereby subordinates
     to the rights of the Noteholders, any rights which it may have acquired by
     way of subrogation under this Guaranty Agreement, by any payment made
     hereunder or otherwise, or (b) accept any payment on account of such
     subrogation rights, or any rights of reimbursement, indemnity, exoneration
     or contribution, any right to participate in any claim or any rights or
     recourse to any security for the Notes or this Guaranty Agreement unless
     and until all of the obligations, undertakings or conditions to be
     performed or observed by the Company pursuant to the Notes, the Note
     Agreement and the other Note Documents at the time of the Guarantor's
     exercise of any such right shall have been performed, observed or paid in
     full.

     For a period of one year after the payment in full of the Guaranteed
     Obligations, the Guarantor hereby waives (x) all rights of subrogation
     which it may at any time otherwise have as a result of this Guaranty
     Agreement (whether statutory or otherwise) to the claims of the Noteholders
     against the Company or any other guarantor of the Guaranteed Obligations
     (each referred to herein as the "Other Party") and all contractual,
     statutory or common law rights of reimbursement, contribution or indemnity
     from any Other Party which it may at any time otherwise have as a result of
     this Guaranty Agreement; (y) any right to enforce any other remedy which
     the Noteholders now have or may hereafter have against any Other Party, any
     endorser or any other guarantor of all or any part of the Guaranteed
     Obligations; and (z) all claims (as such term is defined in the Bankruptcy
     Code) it may at any time otherwise have against any Other Party arising
     from any transaction whatsoever, including without limitation its right to
     assert or enforce any such claims.

6.   REINSTATEMENT OF GUARANTY.  This Guaranty Agreement shall continue to be
     effective, or be reinstated, as the case may be, if and to the extent at
     any time payment, in

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     whole or in part, of any of the sums due to any Noteholder for principal,
     Make-Whole Amount, if any, or interest on the Notes or any of the other
     Guaranteed Obligations is rescinded or must otherwise be restored or
     returned by such Noteholder upon the insolvency, bankruptcy, dissolution,
     liquidation or reorganization of the Company, or upon or as a result of the
     appointment of a custodian, receiver, trustee or other officer with similar
     powers with respect to the Company or any substantial part of its property,
     or otherwise, all as though such payments had not been made. If an event
     permitting the acceleration of the maturity of the principal amount of the
     Notes shall at any time have occurred and be continuing and such
     acceleration shall at such time be prevented or the right of any Noteholder
     to receive any payment under any Note shall at such time be delayed or
     otherwise affected by reason of the pendency against the Company of a case
     or proceeding under a bankruptcy or insolvency law, the Guarantor agrees
     that, for purposes of this Guaranty Agreement and its obligations
     hereunder, the maturity of such principal amount shall be deemed to have
     been accelerated with the same effect as if the Noteholders had accelerated
     the same in accordance with the terms of the Note Agreement, and the
     Guarantor shall forthwith pay such accelerated principal amount, accrued
     interest and Make-Whole Amount, if any, thereon and any other amounts
     guaranteed hereunder.

7.   RANK OF GUARANTY.  The Guarantor agrees that its obligations under this
     Guaranty Agreement shall rank at least pari passu with all other senior
     obligations of the Guarantor now or hereafter existing and senior to all
     obligations owed by the Guarantor to any Affiliate of the Guarantor.

8.   REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR.

     The Guarantor represents and warrants as follows:

          (a) Organization, Good Standing and Location.  The Guarantor is (i)
     duly organized, validly existing and in good standing under the laws of the
     jurisdiction of its organization, (ii) duly qualified and authorized to do
     business and in good standing in every other jurisdiction where the nature
     of its business requires such qualification and (iii) has all requisite
     organizational power and authority, and all governmental licenses and
     permits, to own and operate its properties and to carry on its businesses
     as presently conducted.  The Guarantor has the requisite organizational
     power to enter into and perform its obligations under this Guaranty
     Agreement.

          (b) Approval and Enforceability of Guaranty Agreement.  The execution,
     delivery and performance of this Guaranty Agreement have been duly
     authorized by all necessary organizational action on the part of the
     Guarantor.  The Guaranty Agreement has been duly and validly executed and
     delivered and constitutes the legal, valid and binding obligation of the
     Guarantor, enforceable against it in accordance with its terms, subject to
     (i) applicable bankruptcy, insolvency, moratorium, reorganization,
     receivership and similar laws affecting the rights and remedies of
     creditors generally, and (ii) general principles of equity (regardless of
     whether such enforceability is considered in a

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     proceeding in equity or at law).

          (c) Compliance of Agreement with Laws, Etc.  The execution, delivery
     and performance by the Guarantor of this Guaranty will not, by the passage
     of time, the giving of notice or otherwise, (i) require any consent,
     approvals or authorization from any Governmental Authority or violate any
     provision of any statute or other rule or regulation of any Governmental
     Authority relating to the Guarantor, (ii) conflict with, result in a breach
     of or constitute a default under the articles of formation, partnership
     agreement or other organizational documents of the Guarantor or any
     indenture, agreement or instrument to which the Guarantor is a party or by
     which any of its properties may be bound or affected or any order,
     judgment, decree or ruling of any court, arbitrator or Governmental
     Authority applicable to the Guarantor, or (iii) result in or require the
     creation or imposition of any Lien upon or with respect to any property now
     owned or hereafter acquired by the Guarantor.

          (d)  Applicability of Note Agreement Representations.  The Noteholders
     shall be entitled to rely on any representation or warranty contained in
     Section 5 of the Note Agreement and applicable to the Guarantor as if such
     representation or warranty was made by the Guarantor herein.

9.   NOTICES.  Unless otherwise specifically provided herein, all notices,
     consents, directions, approvals, instructions, requests and other
     communications required or permitted by the terms hereof shall be in
     writing, and any such communication shall become effective when received,
     addressed in the following manner: (a) if to the Guarantor, to the address
     set forth on the signature page hereto or (b) if to any Noteholder, to the
     respective addresses set forth in the Purchaser Schedule to the Note
     Agreement or such other address specified by such Noteholder to the
     Guarantor in writing; provided, however, that any such addressee may change
     its address for communications by notice given as aforesaid to the other
     parties hereto.

10.  CONSTRUCTION.  The paragraph and subparagraph headings in this Guaranty
     Agreement are for convenience of reference only and shall neither be deemed
     to be a part of this Guaranty Agreement nor modify, define, expand or limit
     any of the terms or provisions hereof.  All references herein to numbered
     paragraphs, unless otherwise indicated, are to paragraphs of this Guaranty
     Agreement.  Words and definitions in the singular shall be read and
     construed as though in the plural and vice versa, and words in the
     masculine, neuter or feminine gender shall be read and construed as though
     in either of the other genders where the context so requires.

11.  SEVERABILITY.  If any provision of this Guaranty Agreement, or the
     application thereof to any person or circumstances, shall, for any reason
     or to any extent, be invalid or unenforceable, such invalidity or
     unenforceability shall not in any manner affect or render invalid or
     unenforceable the remainder of this Guaranty Agreement, and the application
     of that provision to other persons or circumstances shall not be affected
     but, rather, shall be enforced to the extent permitted by applicable law.

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12.  SUCCESSORS.  The terms and provisions of this Guaranty Agreement shall be
     binding upon and inure to the benefit of the Guarantor and the Noteholders
     from time to time and their respective permitted successors, transferees
     and assigns.

13.  ENTIRE AGREEMENT; AMENDMENT.  This Guaranty Agreement expresses the entire
     understanding of the subject matter hereof; and all other understandings,
     written or oral, are hereby merged herein and superseded.  No amendment of
     or supplement to this Guaranty Agreement, or waiver or modification of, or
     consent under, the terms hereof shall be effective unless in writing and
     signed by the party to be bound thereby.

14.  TERM OF GUARANTY AGREEMENT.  The Guaranty Agreement and all guarantees,
     covenants and agreements of the Guarantor contained herein shall continue
     in full force and effect and shall not be discharged until such time as all
     of the Guaranteed Obligations shall be indefeasibly paid or otherwise
     discharged in full.

15.  SURVIVAL.  All warranties, representations and covenants made by the
     Guarantor herein or in any certificate or other instrument delivered by it
     or on its behalf under this Guaranty Agreement shall be considered to have
     been relied upon by the Noteholders and shall survive the execution and
     delivery of this Guaranty Agreement, regardless of any investigation made
     by the Noteholders or on their behalf.

16.  FURTHER ASSURANCES.  The Guarantor hereby agrees to execute and deliver all
     such instruments and take all such action as the Required Holders may from
     time to time reasonably request in order to effectuate fully the purposes
     of this Guaranty Agreement.

17.  GOVERNING LAW.  THIS GUARANTY AGREEMENT HAS BEEN EXECUTED AND DELIVERED IN
     THE STATE OF NEW YORK AND SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
     ALL RESPECTS IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
     APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY THEREIN, WITHOUT
     REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

18.  WAIVER OF JURY TRIAL; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES.

          (a)  THE GUARANTOR AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY
     CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY
     AGREEMENT, THE NOTES, ANY OTHER NOTE DOCUMENT OR ANY DEALINGS RELATING TO
     THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED BY THE NOTE DOCUMENTS,
     AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.  THE SCOPE
     OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
     THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE
     TRANSACTIONS

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     CONTEMPLATED BY THE NOTE DOCUMENTS, INCLUDING WITHOUT LIMITATION, CONTRACT
     CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND
     STATUTORY CLAIMS. THE GUARANTOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
     INDUCEMENT TO THE NOTEHOLDERS TO ENTER INTO THE NOTE AGREEMENT AND PURCHASE
     THE NOTES PURCHASED BY IT, THAT EACH NOTEHOLDER HAS ALREADY RELIED ON THIS
     WAIVER IN ENTERING INTO THE NOTE AGREEMENT AND PURCHASING THE NOTES
     PURCHASED BY IT, AND THAT EACH NOTEHOLDER WILL CONTINUE TO RELY ON THE
     WAIVER IN ITS RELATED FUTURE DEALINGS WITH THE COMPANY AND THE GUARANTOR.
     THE GUARANTOR FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS
     WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES
     ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE
     EVENT OF LITIGATION, THIS GUARANTY AGREEMENT MAY BE FILED AS A WRITTEN
     CONSENT TO A TRIAL BY THE COURT.

          (b)  The Guarantor hereby irrevocably submits itself to the
     jurisdiction of the Supreme Court of the State of New York, New York
     County, of the United States of America and to the jurisdiction of the
     United States District Court for the Southern District of New York, for the
     purpose of any suit, action or other proceeding arising out of, or relating
     to, this Guaranty Agreement, any other Note Document, or the subject matter
     hereof or thereof, and the Guarantor hereby waives, and agrees not to
     assert, by way of motion, as a defense or otherwise, in any such suit,
     action or proceedings, any claim that it is not personally subject to the
     jurisdiction of the above-named courts for any reason whatsoever, that such
     suit, action or proceeding is brought in an inconvenient forum or that the
     venue of such suit, action or proceeding is improper.  The Guarantor hereby
     agrees that process may be served on Corporation Service Company, located
     at 80 State Street, Albany, NY  12207.  Any and all service of process and
     any other notice in any such action, suit or proceeding shall be effective
     against such parties if given by registered or certified mail, return
     receipt requested, or by any other means or mail which requires a signed
     receipt, postage prepaid, mailed to such parties has herein provided in
     paragraph 9.  During the term of this Guaranty Agreement, in the event
     Corporation Service Company shall not be able to accept service of process
     as aforesaid and if the Guarantor shall not maintain an office in New York
     City, the Guarantor shall, promptly appoint and maintain an agent qualified
     to act as an agent for service of process with respect to all courts in and
     of New York City, and acceptable to the holders of the Notes, as the
     Guarantor's authorized agent to accept and acknowledge on the Guarantor's
     behalf service of any and all process which may be served in any such
     action, suit or proceeding.  The Guarantor agrees that a final judgment in
     any such action or proceeding shall be conclusive and may be enforced in
     other jurisdictions by suit on the judgment or in any other manner provided
     by law.  Nothing in this paragraph 18 shall affect the right of any
     Noteholder to serve legal process in any other manner permitted by law or
     affect the right of any Noteholder to bring any action or proceeding
     against the Guarantor or its respective property in the courts of any

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     other jurisdiction.

          The Guarantor hereby agrees that the submission to jurisdiction
     referred to in this paragraph 18 shall not limit in any manner the rights
     of any of the Noteholders to take proceedings against the Guarantor in some
     other court of competent jurisdiction whether within or outside the United
     States.

            [Remainder of this page blank; signature page follows]

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          IN WITNESS WHEREOF, the Guarantor has caused this Guaranty Agreement
to be duly executed and delivered as of the date and year first above written.


                                    IPCH ACQUISITION CORP.


                                    By:________________________________
                                        John J. Sherman
                                        President and Chief Executive Officer


Notice address for
the above Guarantor:

c/o Inergy Propane, LLC
1101 Walnut, Suite 1500
Kansas City, Missouri 64106


                     Signature Page to Guaranty Agreement