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                                                                    EXHIBIT 4.5

                           PARENT GUARANTY AGREEMENT

     THIS GUARANTY AGREEMENT, dated as of June 7, 2002 (the "Guaranty
Agreement"), is made by INERGY, L.P., a Delaware limited partnership (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 Company is a Wholly-Owned Subsidiary of the Guarantor; 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 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
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     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.

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

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     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.

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

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     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 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.  ADDITIONAL COVENANTS OF THE GUARANTOR.

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          (a)    Affirmative Covenants. So long as any Note is outstanding or
     the Note Agreement shall remain in effect, the Guarantor agrees that it
     will:

          (i)    Existence; Businesses and Properties. (A) Carry on and conduct
                 its principal business substantially as it is now being
                 conducted, (B) maintain in good standing its existence and its
                 right to transact business in those states in which it is now
                 or may be doing business after the date hereof; and (C)
                 maintain all licenses, permits and registrations necessary to
                 the conduct of its business, except where the failure to so
                 maintain its right to transact business or to maintain such
                 licenses, permits or registrations would not have a Material
                 Adverse Effect.

          (ii)   Payment of Taxes; Etc. Pay and discharge, before they become
                 delinquent, all taxes, assessments and other governmental
                 charges imposed upon it, its properties, or any part thereof,
                 or upon the income or profits therefrom and all claims for
                 labor, materials or supplies which if unpaid might be or become
                 a Lien or charge upon any of its property and other material
                 obligations, except such items as it is in good faith
                 appropriately contesting and as to which adequate reserves have
                 been provided to the satisfaction of the Required Holders.

          (iii)  Employee Benefits.  Not maintain or establish any Plan.

          (iv)   Books and Records; Inspection; Audits. (A) Maintain complete
                 and accurate books and financial records in accordance with
                 GAAP; and (B) during normal working hours permit the Collateral
                 Agent and the Noteholders to visit and inspect its properties
                 and to conduct any environmental tests or audits thereon, to
                 inspect its books and financial records (including its
                 journals, orders, receipts and correspondence which relates to
                 its accounts receivable), and to discuss its affairs, finances
                 and accounts receivable and operations with its members,
                 officers, employees and its independent public accountants at
                 the expense of the Guarantor.

          (v)    Compliance with Law. Comply with all laws, ordinances or
                 governmental rules or regulations to which it is subject,
                 including, without limitation, Environmental Laws, except to
                 the extent that non-compliance could not, individually or in
                 the aggregate, reasonably be expected to have a Material
                 Adverse Effect.

          (vi)   Financial Statements, Etc. Furnish, or cause the Company to
                 furnish, to each Noteholder, the consolidated and consolidating
                 balance sheets, statements of cash flow, financial statements,
                 certificates, opinions, reports and other information required
                 to be furnished by Section 7 of the Note Agreement, in each
                 case within the time frames required

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                 therein, and shall furnish with reasonable promptness such
                 other information relating to the Guarantor or any of its
                 subsidiaries as any Noteholder may from time to time reasonably
                 request.

          (b)    Negative Covenants. So long as any Note is outstanding or the
     Note Agreement shall remain in effect, the Guarantor agrees that it will
     not:

          (i)    Liens. Create or suffer to exist any Lien upon or with respect
                 to any of its assets or properties (other than (A) Liens
                 securing the Notes and the payment, performance and observance
                 of the other obligations under this Guaranty Agreement and the
                 other Note Documents, (B) a Lien on the Capital Stock of the
                 Company in favor of Collateral Agent securing the payment,
                 performance and observance of obligations under the Bank
                 Documents and Hedging Agreements with Bank Lenders or
                 Affiliates thereof (x) which is pari passu with the Liens in
                 favor of the Collateral Agent securing the securing the Notes
                 and the payment, performance and observance of the other
                 obligations under this Guaranty Agreement and the other Note
                 Documents and (y) which is subject to the Intercreditor
                 Agreement, and (C) a Lien on the Capital Stock of the Company
                 in favor of Collateral Agent securing the payment, performance
                 and observance of obligations with respect to Permitted
                 Additional Private Placement Debt, (x) which are pari passu
                 with the Liens in favor of the Collateral Agent securing the
                 Notes and Indebtedness under the Bank Documents and Hedging
                 Agreements and the payment, performance and observance of the
                 other obligations under this Agreement, the other Note
                 Documents and the Bank Documents, and (y) which are subject to
                 the provisions of the Intercreditor Agreement, as amended to
                 provide for the Permitted Additional Private Placement Debt
                 pursuant to an amendment in form and substance satisfactory to
                 the Required Holders), whether such Person owns or has an
                 interest in such properties on the date hereof or at any time
                 thereafter.

          (ii)   Indebtedness. Create or suffer to exist any Indebtedness other
                 than (A) Indebtedness under this Guaranty Agreement, (B)
                 Indebtedness represented by any other Guaranty of Indebtedness
                 of the Company under the Bank Documents and Hedging Agreements
                 with Bank Lenders or Affiliates thereof, so long as each
                 beneficiary of such Guaranty Agreement is a party to the
                 Intercreditor Agreement, and (C) Indebtedness represented by
                 any other Guaranty of Indebtedness of the Company with respect
                 to Permitted Additional Private Placement Debt, so long as each
                 beneficiary of such Guaranty Agreement is a party to the
                 Intercreditor Agreement, as amended to provide for the
                 Permitted Additional Private Placement Debt pursuant to an
                 amendment in form and substance satisfactory to the Required
                 Holders.

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          (iii)   Loans, Advances, Investments and Contingent Liabilities. Make
                  or permit to remain outstanding any loan or advance to, or
                  extend credit to, or make or permit to remain outstanding any
                  Guaranty in connection with the obligations, stock or
                  dividends of, or own, purchase or acquire any stock,
                  obligations or securities of, or any other interest in, or
                  make any capital contribution to, any Person, except that the
                  Guarantor may: (A) provide this Guaranty Agreement and the
                  Guaranties permitted by clauses (B) and (C) of paragraph
                  8(b)(ii) above; and (B) own, purchase or acquire stock or
                  other equity interests of the Company that are pledged
                  pursuant to the Pledge Agreement to which the Guarantor is a
                  party.

          (iv)    Mergers; Disposition of Assets and Properties. (A) Merge or
                  consolidate with or otherwise acquire, or be acquired by, any
                  other Person; or (B) sell, lease or otherwise transfer all or
                  any part of its assets or properties.

          (v)     Acquisition of Assets. Own, acquire or lease any assets or
                  property other than ownership of the Capital Stock of the
                  Company.

          (vi)    New Businesses. Enter into any business which is not
                  substantially similar to that existing on the date hereof.

          (vii)   Conflicting Agreements. Enter into any agreement any term or
                  condition of which conflicts with any provision of this
                  Guaranty Agreement or any other Note Document.

          (viii)  Changes in Accounting Principles; Fiscal Year. Make any change
                  in its principles or methods of accounting as currently in
                  effect, except such changes as are required by GAAP, nor,
                  without first obtaining the written consent of the Required
                  Holders, change its fiscal year.

          (ix)    Transactions with Affiliates. Enter into or be a party to any
                  transaction or arrangement, including without limitation, the
                  purchase, sale or exchange of property of any kind or the
                  rendering of any service, with any Affiliate, except in the
                  ordinary course of (other than Permitted Acquisitions that are
                  structured in substantially the same manner as the IPC
                  Acquisition) and pursuant to the reasonable requirements of
                  such Person's business and upon fair and reasonable terms
                  substantially as favorable to such Person as those which would
                  be obtained in a comparable arms-length transaction with a
                  non-Affiliate.

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9.   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 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.

10.  EVENTS OF DEFAULT.    Each of the following shall constitute an Event of
     Default, whatever the reason for such event and whether it shall be
     voluntary or involuntary or be effected by operation of law or pursuant to
     any judgment or order of any court or any order, rule or regulation of any
     Governmental Authority or otherwise:

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     (a)  Misrepresentation. Any representation or warranty made or deemed to be
     made by the Guarantor under this Guaranty or any amendment hereto, shall
     prove to have been incorrect or misleading in any material respect when
     made or deemed made.

     (b)  Default in Performance of Certain Covenants. A default in the
     performance or observance of any covenant or agreement contained in
     paragraphs 8(a)(i), 8(a)(iii), 8(a)(iv) or 8(a)(vi), or paragraphs
     8(b)(i),(ii), (iii), (iv), (v), (vi), or (ix) of this Guaranty Agreement.

     (c)  Default in Performance of Other Covenants and Conditions. A default in
     the performance or observance of any term, covenant, condition or agreement
     contained in this Guaranty Agreement (other than as specifically provided
     for otherwise in this paragraph 10) and such default shall continue for a
     period of thirty (30) days.


11.  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.

12.  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.

13.  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.

14.  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.

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15.  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.

16.  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.

17.  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.

18.  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.

19.  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.

20.  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 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

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     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 11.  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 20 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 other
     jurisdiction.

          The Guarantor hereby agrees that the submission to jurisdiction
     referred to in this paragraph 20 shall not limit in any manner the rights
     of any of the Noteholders to take

                                       11
<PAGE>

     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]

                                      12


<PAGE>

          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.


                                    INERGY, LP

                                    By:  INERGY GP, LLC,
                                         its Managing General Partner


                                         By:___________________________
                                                 John J. Sherman
                                                 President


Notice address for
above Guarantor:

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


                     Signature Page to Guaranty Agreement