8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

August 1, 2012

Date of Report (Date of earliest event reported)

INERGY, L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-34664	43-1918951
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

(Address of principal executive offices)

(816) 842-8181

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Closing of Inergy’s Contribution of Its Retail Propane Operations to Suburban

As previously announced, on April 25, 2012, Inergy, L.P., a Delaware limited partnership (“Inergy”), Inergy GP, LLC, a Delaware limited liability company (“NRGY GP”), and Inergy Sales & Service, Inc., a Delaware corporation (“Inergy Sales” and, together with Inergy and NRGY GP, the “Contributor Parties”), entered into a Contribution Agreement (the “Original Agreement”) with Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban”), as amended by the Amendment to Contribution Agreement, dated June 15, 2012 (“Amendment No. 1”), the Second Amendment to Contribution Agreement, dated July 6, 2012 (“Amendment No. 2”), and the Third Amendment to Contribution Agreement, dated July 19, 2012 (“Amendment No. 3”). The Original Agreement as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 is referred to herein as the “Contribution Agreement.” Pursuant to the Contribution Agreement, Inergy agreed to contribute its retail propane business (the “Propane Business”) to Suburban in exchange for consideration of approximately $1.8 billion (the “Transaction”).

On August 1, 2012 (the “Closing Date”), the Contributor Parties completed the contribution to Suburban of the Propane Business in exchange for newly issued Suburban common units comprising the Equity Consideration (as defined below) and the cancellation of certain of Inergy’s outstanding senior notes acquired by Suburban in the Exchange Offers (as defined below). On the Closing Date, Suburban issued 13,366,867 Suburban common units to Inergy and issued 833,555 Suburban common units to Inergy Sales for an aggregate of 14,200,422 Suburban common units (the “Equity Consideration”). Pursuant to the Contribution Agreement, (i) Inergy Sales will distribute to Inergy all 833,555 Suburban common units it received in connection with the closing of the Transaction and (ii) thereafter, Inergy will distribute approximately 14.1 million Suburban common units to its unitholders (the “Special Distribution”) of record as of a record date to be determined by the board of directors of NRGY GP, pro rata, for no consideration and will retain approximately 142,000 Suburban common units. Suburban filed a registration statement on Form S-1 to register under the Securities Act of 1933, as amended (the “Securities Act”), the Special Distribution.

In addition, on the Closing Date, Suburban issued $1.0 billion principal amount of newly issued Suburban senior notes, and paid approximately $184.8 million of cash, in exchange for approximately $588.5 million of the 7.0% Senior Notes due 2018 (the “2018 Notes”) issued by Inergy and Inergy Finance Corp. (“Inergy Finance” and, together with Inergy, the “NRGY Issuers”) and approximately $598.4 million of the 6.875% Senior Notes due 2021 (the “2021 Notes”) issued by the NRGY Issuers, pursuant to the completion of Suburban’s previously announced offers to exchange and solicitation of consents (the “Exchange Offers”) contemplated by the Contribution Agreement.

The foregoing description of the Contribution Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Original Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3, each of which is attached as Exhibit 2.1 to Inergy’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on April 26, 2012, June 15, 2012, July 6, 2012 and July 19, 2012, respectively, and each of which is incorporated by reference into this Item 1.01.

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Second Supplemental Indenture for 7.0% Senior Notes due 2018

As previously announced, on July 17, 2012, following receipt of the requisite consents of the holders of the 2018 Notes, there was executed and delivered the Second Supplemental Indenture (the “2018 Second Supplemental Indenture”), by and among the NRGY Issuers, the guarantors named therein and U.S. Bank National Association (the “Trustee”), to the indenture pursuant to which the 2018 Notes were issued (the “2018 Notes Indenture”). The 2018 Second Supplemental Indenture became effective immediately upon the execution and delivery by the parties thereto. The amendments contained therein became operative on the Closing Date upon the completion of the Exchange Offers. At the time the 2018 Second Supplemental Indenture became operative, the amendments contained therein, among other things, (i) deleted in their entirety substantially all the restrictive covenants, (ii) modified the covenants regarding mergers and consolidations and (iii) eliminated certain events of default contained in the 2018 Notes Indenture.

The foregoing description of the 2018 Second Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2018 Second Supplemental Indenture, a copy of which was filed as Exhibit 4.1 to Inergy’s Current Report on Form 8-K filed with the Commission on July 17, 2012, and is incorporated herein by reference.

Third Supplemental Indenture for 7.0% Senior Notes due 2018

On the Closing Date, in connection with Suburban’s acquisition of Inergy Propane, LLC, Liberty Propane, L.P., Liberty Propane GP, LLC and Liberty Propane Operations, LLC (collectively, the “Former Guarantors”) pursuant to the Contribution Agreement, the NRGY Issuers entered into the Third Supplemental Indenture (the “2018 Third Supplemental Indenture”), by and among the NRGY Issuers, the guarantors named therein and the Trustee, to the 2018 Notes Indenture. The 2018 Third Supplemental Indenture evidences the release of each Former Guarantor from its obligations under its subsidiary guarantee under the 2018 Notes Indenture.

The foregoing description of the 2018 Third Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2018 Third Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Second Supplemental Indenture for 6.875% Senior Notes due 2021

As previously announced, on July 17, 2012, following receipt of the requisite consents of the holders of the 2021 Notes, there was executed and delivered the Second Supplemental Indenture (the “2021 Second Supplemental Indenture”), by and among the NRGY Issuers, the guarantors named therein and the Trustee, to the indenture pursuant to which the 2021 Notes were issued (the “2021 Notes Indenture”). The 2021 Second Supplemental Indenture became effective immediately upon the execution and delivery by the parties thereto. The amendments contained therein became operative on the Closing Date at the completion of the Exchange Offers. At the time the 2021 Second Supplemental Indenture became operative, the amendments contained therein, among other things, (i) deleted in their entirety substantially all the restrictive covenants, (ii) modified the covenants regarding mergers and consolidations and (iii) eliminated certain events of default contained in the 2021 Notes Indenture.

The foregoing description of the 2021 Second Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2021 Second Supplemental Indenture, a copy of which was filed as Exhibit 4.2 to Inergy’s Current Report on Form 8-K filed with the Commission on July 17, 2012, and is incorporated herein by reference.

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Third Supplemental Indenture for 6.875% Senior Notes due 2021

On the Closing Date, in connection with Suburban’s acquisition of the Former Guarantors pursuant to the Contribution Agreement, the NRGY Issuers entered into the Third Supplemental Indenture (the “2021 Third Supplemental Indenture”), by and among the NRGY Issuers, the guarantors named therein and the Trustee, to the 2021 Notes Indenture. The 2021 Third Supplemental Indenture evidences the release of each Former Guarantor from its obligations under its subsidiary guarantee under the 2021 Notes Indenture.

The foregoing description of the 2021 Third Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2021 Third Supplemental Indenture, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Second Supplemental Indenture for 8.75% Senior Notes due 2015

On the Closing Date, in connection with Suburban’s acquisition of the Former Guarantors pursuant to the Contribution Agreement, the NRGY Issuers entered into the Second Supplemental Indenture (the “2015 Second Supplemental Indenture”), by and among the NRGY Issuers, the guarantors named therein and the Trustee, to the indenture pursuant to which the NRGY Issuers’ outstanding 8.75% Senior Notes due 2015 were issued (the “2015 Notes Indenture”). The 2015 Second Supplemental Indenture evidences the release of each Former Guarantor from its obligations under its subsidiary guarantee under the 2015 Notes Indenture.

The foregoing description of the 2015 Second Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2015 Second Supplemental Indenture, a copy of which is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Support Agreement

On the Closing Date, pursuant to the Contribution Agreement, Inergy, Suburban and Suburban Energy Finance Corp. (“Suburban Finance” and, together with Suburban, the “SPH Issuers”) entered into a support agreement (the “Support Agreement”) relating to $496,557,000 aggregate principal amount (the “Supported Debt Principal Amount”) of the SPH Issuers’ 7 ¹/₂% senior unsecured notes due 2018 (the “2018 SPH Notes” and, such 2018 SPH Notes or any permitted refinancing thereof, the “Supported Debt”) that were issued in connection with the completion of the Exchange Offers, which mature on October 1, 2018 (such date or the date of maturity of any permitted refinancing, the “Deemed Maturity Date”). The Support Agreement provides that, in the event the SPH Issuers fail to pay any principal amount of the Supported Debt when due, Inergy will pay directly to, or to the SPH Issuers for the benefit of, the holders of the Supported Debt (“Holders”) an amount up to the Supported Debt Principal Amount that the SPH Issuers have failed to pay. Inergy will have no obligation to make a payment under the Support Agreement with respect to any accrued and unpaid interest or any redemption premium or other costs, fees, expenses, penalties, charges or other amounts of any kind whatsoever that shall be due to Holders by the SPH Issuers, whether on or related to the Supported Debt or otherwise.

Inergy will not be obligated to make any payment pursuant to the Support Agreement unless and until each of the following has occurred: (a) if no bankruptcy proceeding has been commenced with respect to the SPH Issuers, the trustee under the indenture governing the 2018 SPH Notes or other Holder(s) of the Supported Debt shall have (i) brought an action in a court of law having proper subject matter jurisdiction against the SPH Issuers to collect the then outstanding principal amount of the

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Supported Debt, (ii) obtained a final and non-appealable judgment (including a judgment for which any time to appeal has expired) by such court against the SPH Issuers in respect of the Supported Debt and (iii) levied execution of such judgment against the property of the SPH Issuers, and as a result of such execution received less than payment in full in cash or property of the then outstanding principal amount of the Supported Debt, and (b) if a bankruptcy proceeding has been commenced with respect to the SPH Issuers, the closing of the bankruptcy proceeding after its administration under 11 U.S.C. Section 350(a) shall have occurred and (i) Holders shall have received, after all distributions contemplated by such bankruptcy proceeding or otherwise, less than payment in full in cash or property in respect of the then outstanding principal amount of the Supported Debt and (ii) the then outstanding unpaid principal amount of the Supported Debt shall not have been reinstated pursuant to such bankruptcy proceeding. Inergy’s support obligations with respect to the Supported Debt satisfying the foregoing conditions, regardless of the situation, shall apply only to the then outstanding principal amount of the Supported Debt minus the sum of (i) any cash payment and property payment received by Holders after all distributions contemplated by such bankruptcy proceeding or otherwise in respect of the principal amount of the Supported Debt and (ii) the principal amount of any reinstated Supported Debt. For these purposes, the value of any payment made in property shall be equal to the fair market value of such property at the time of such payment.

On the earlier to occur of (i) the date the Supported Debt has been extinguished (other than in a bankruptcy or other judicial proceeding) or repaid and (ii) the occurrence of a Deemed Maturity Date (provided that no event of default has occurred on or before the Deemed Maturity Date), the Support Agreement will terminate, Inergy will be released from any liability or obligation under the Support Agreement related to the Supported Debt, and the SPH Issuers will enter into and execute such documents and instruments as Inergy may reasonably request in order to evidence such release.

The foregoing description of the Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Support Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 7.01 Regulation FD Disclosure.

On the August 2, 2012, Inergy issued a press release in connection with the completion of its contribution of the Propane Business to Suburban. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On May 3, 2012, Inergy filed a Current Report on Form 8-K that included in Exhibit 99.1 thereto unaudited pro forma consolidated financial information as of and for the six months ended March 31, 2012 and for the fiscal year ended September 30, 2011. Such unaudited pro forma consolidated financial information was prepared to give effect to the transactions contemplated by the Contribution Agreement. On June 15, 2012, Inergy filed a Current Report on Form 8-K that included updated unaudited pro forma

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consolidated financial information as of and for the six months ended March 31, 2012 and for the fiscal year ended September 30, 2011. Such unaudited pro forma consolidated financial information was prepared to give effect to Amendment No. 1. On July 6, 2012, Inergy filed a Current Report on Form 8-K that included updated unaudited pro forma consolidated financial information as of and for the six months ended March 31, 2012 and for the fiscal year ended September 30, 2011. Such unaudited pro forma consolidated financial information was prepared to give effect to Amendment No. 2.

Inergy is updating its unaudited pro forma consolidated financial information to reflect the impact of the closing of the transactions contemplated by the Contribution Agreement. Such updated unaudited pro forma consolidated financial information giving effect to the closing of the transactions contemplated by the Contribution Agreement is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01 and the related information furnished pursuant to Item 9.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information furnished pursuant to Item 7.01 and Item 9.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Forward Looking Statements

Information contained in this Current Report on Form 8-K may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal securities law. Such forward-looking statements may include statements preceded by, followed by or that contain forward-looking terminology, including the words “believe,” “expect,” “may,” “should,” “could,” “anticipate,” “estimate,” “intend” or the negation thereof, or similar expressions. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that are difficult to predict and many of which are beyond management’s control. Among those is the risk that the anticipated benefits from the closing of transactions contemplated by the Contribution Agreement cannot be fully realized. Should one or more of these risks or uncertainties materialize or any underlying assumption proves incorrect, actual results may vary materially from those anticipated, estimated or projected. Among the key factors that could cause actual results to differ materially from those referred to in the forward-looking statements are: weather conditions that vary significantly from historically normal conditions; the general level of petroleum product demand and the availability of propane supplies; the price of propane to the consumer compared to the price of alternative and competing fuels; the demand for high deliverability natural gas storage capacity in the Northeast; Inergy’s ability to successfully implement its business plan; the outcome of rate decisions levied by the Federal Energy Regulatory Commission; Inergy’s ability to generate available cash for distribution to unitholders; and the costs and effects of legal, regulatory and administrative proceedings against, or that may be brought against, Inergy or its subsidiaries. These and other risks and assumptions are described in Inergy’s annual reports on Form 10-K and other reports that are available from the United States Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s view only as of the date made. Inergy undertakes no obligation to update any forward-looking statement, except as otherwise required by law.

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Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information.

Exhibit 99.2 to this Current Report on Form 8-K presents the following unaudited pro forma financial information for Inergy, which has been prepared in accordance with Article 11 of Regulation S-X:

• Unaudited pro forma consolidated balance sheet as of June 30, 2012;

• Unaudited pro forma consolidated statement of operations for the nine months ended June 30, 2012;

• Unaudited pro forma consolidated statement of operations for the year ended September 30, 2011; and

• Notes to unaudited form pro forma information.

(d) Exhibits.

Exhibit Number	Description
4.1	Third Supplemental Indenture, dated as of August 1, 2012, to the Indenture, dated as of September 27, 2010, by and among Inergy, L.P., Inergy Finance Corp., the Guarantors party thereto and U.S. Bank National Association (relating to the 2018 Notes).
4.2	Third Supplemental Indenture, dated as of August 1, 2012, to the Indenture, dated as of February 2, 2011, by and among Inergy, L.P., Inergy Finance Corp., the Guarantors party thereto and U.S. Bank National Association (relating to the 2021 Notes).
4.3	Second Supplemental Indenture, dated as of August 1, 2012, to the Indenture, dated as of February 2, 2009, by and among Inergy, L.P., Inergy Finance Corp., the Guarantors party thereto and U.S. Bank National Association (relating to the 2015 Notes).
10.1	Support Agreement, dated as of August 1, 2012, among Inergy, L.P., Suburban Propane Partners, L.P. and Suburban Energy Finance Corp.
99.1	Press Release of Inergy, L.P., dated August 2, 2012.
99.2	Unaudited pro forma consolidated financial information.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INERGY, L.P.
	By:	INERGY GP, LLC,     its General Partner
Date: August 3, 2012	By:	/s/ Laura L. Ozenberger
		Laura L. Ozenberger
		Senior Vice President, General Counsel and Secretary

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Exhibit Index

Exhibit Number	Description
4.1	Third Supplemental Indenture, dated as of August 1, 2012, to the Indenture, dated as of September 27, 2010, by and among Inergy, L.P., Inergy Finance Corp., the Guarantors party thereto and U.S. Bank National Association (relating to the 2018 Notes).
4.2	Third Supplemental Indenture, dated as of August 1, 2012, to the Indenture, dated as of February 2, 2011, by and among Inergy, L.P., Inergy Finance Corp., the Guarantors party thereto and U.S. Bank National Association (relating to the 2021 Notes).
4.3	Second Supplemental Indenture, dated as of August 1, 2012, to the Indenture, dated as of February 2, 2009, by and among Inergy, L.P., Inergy Finance Corp., the Guarantors party thereto and U.S. Bank National Association (relating to the 2015 Notes).
10.1	Support Agreement, dated as of August 1, 2012, among Inergy, L.P., Suburban Propane Partners, L.P. and Suburban Energy Finance Corp.
99.1	Press Release of Inergy, L.P., dated August 2, 2012.
99.2	Unaudited pro forma consolidated financial information.

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EX-4.1

Exhibit 4.1

INERGY, L.P.,

INERGY FINANCE CORP.

and

THE GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF

7.0% SENIOR NOTES DUE 2018

THIRD SUPPLEMENTAL INDENTURE

Dated as of August 1, 2012

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of August 1, 2012 (this “Third Supplemental Indenture”), 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”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Issuers, the Guarantors, the Former Guarantors (as defined below) and the Trustee are parties to that certain Indenture, dated as of September 27, 2010 (the “Original Indenture”), relating to the Company’s 7.0% Senior Notes due 2018 outstanding (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, $600,000,000 aggregate principal amount of the Notes are currently outstanding;

WHEREAS, each of Inergy Propane, LLC, Liberty Propane GP, LLC, Liberty Propane, L.P. and Liberty Operations, LLC (collectively, the “Former Guarantors”) has been released as Guarantors of the Notes pursuant to Section 10.04(2) of the Indenture, by virtue of the fact that, on the date hereof, all of the Capital Stock of each Former Guarantor has been sold to Suburban Propane Partners, L.P., which is not a Restricted Subsidiary of the Company, and which sale does not violate Section 4.10 of the Indenture ;

WHEREAS, Section 9.01(g) of the Indenture provides that, without the consent of any Holders of a Note, 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 to evidence the release of any Guarantor from its Subsidiary Guarantee in accordance with Article 10 of the Indenture;

WHEREAS, concurrently herewith the Company is delivering to the Trustee an Officers’ Certificate to the effect that the conditions of Section 10.04(2) have occurred, and the Company has requested that the Trustee execute and deliver this Third Supplemental Indenture in order to evidence the release of each Former Guarantor from its obligations under its Subsidiary Guarantee; and

WHEREAS, all 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:

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ARTICLE 1

Section 1.01. This Third Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02. This Third Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.

ARTICLE 2

In consideration of the premises and in accordance with Sections 9.01(g) and 10.04 of the Indenture, the Trustee acknowledges the release of each Former Guarantor from its obligations under its Subsidiary Guarantee, and this Third Supplemental Indenture evidences the same.

ARTICLE 3

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Third Supplemental Indenture. This Third Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 3.03. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04. 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.

[SIGNATURE PAGE FOLLOWS]

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

Issuers:
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 PARTNERS, LLC

IPCH ACQUISITION CORP.

INERGY SALES & SERVICE, INC.

L & L TRANSPORTATION, LLC

INERGY TRANSPORTATION, LLC

STELLAR PROPANE SERVICE, LLC

TRES PALACIOS GAS STORAGE LLC

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

Acknowledged by the Former Guarantors as of the date first written above:

INERGY PROPANE, LLC

LIBERTY PROPANE GP, LLC

LIBERTY PROPANE, L.P., BY LIBERTY PROPANE

GP, LLC, ITS GENERAL PARTNER

LIBERTY OPERATIONS, LLC

By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	President and Chief Executive Officer

Signature Page to Third Supplemental Indenture

EX-4.2

Exhibit 4.2

INERGY, L.P.,

INERGY FINANCE CORP.

and

THE GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF

6.875% SENIOR NOTES DUE 2021

THIRD SUPPLEMENTAL INDENTURE

Dated as of August 1, 2012

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of August 1, 2012 (this “Third Supplemental Indenture”), 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”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Issuers, the Guarantors, the Former Guarantors (as defined below) and the Trustee are parties to that certain Indenture, dated as of February 2, 2011 (the “Original Indenture”), relating to the Company’s 6.875% Senior Notes due 2021 outstanding (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, $600,000,000 aggregate principal amount of the Notes are currently outstanding;

WHEREAS, each of Inergy Propane, LLC, Liberty Propane GP, LLC, Liberty Propane, L.P. and Liberty Operations, LLC (collectively, the “Former Guarantors”) has been released as Guarantors of the Notes pursuant to Section 10.04(2) of the Indenture, by virtue of the fact that, on the date hereof, all of the Capital Stock of each Former Guarantor has been sold to Suburban Propane Partners, L.P., which is not a Restricted Subsidiary of the Company, and which sale does not violate Section 4.10 of the Indenture ;

WHEREAS, Section 9.01(g) of the Indenture provides that, without the consent of any Holders of a Note, 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 to evidence the release of any Guarantor from its Subsidiary Guarantee in accordance with Article 10 of the Indenture;

WHEREAS, concurrently herewith the Company is delivering to the Trustee an Officers’ Certificate to the effect that the conditions of Section 10.04(2) have occurred, and the Company has requested that the Trustee execute and deliver this Third Supplemental Indenture in order to evidence the release of each Former Guarantor from its obligations under its Subsidiary Guarantee; and

WHEREAS, all 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:

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ARTICLE 1

Section 1.01. This Third Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02. This Third Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.

ARTICLE 2

In consideration of the premises and in accordance with Sections 9.01(g) and 10.04 of the Indenture, the Trustee acknowledges the release of each Former Guarantor from its obligations under its Subsidiary Guarantee, and this Third Supplemental Indenture evidences the same.

ARTICLE 3

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Third Supplemental Indenture. This Third Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 3.03. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04. 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.

[SIGNATURE PAGE FOLLOWS]

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

Issuers:
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 PARTNERS, LLC
IPCH ACQUISITION CORP.
INERGY SALES & SERVICE, INC.
L & L TRANSPORTATION, LLC
INERGY TRANSPORTATION, LLC
STELLAR PROPANE SERVICE, LLC
TRES PALACIOS GAS STORAGE LLC
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

Acknowledged by the Former Guarantors as of the date first written above:

INERGY PROPANE, LLC
LIBERTY PROPANE GP, LLC
LIBERTY PROPANE, L.P., BY LIBERTY PROPANE
GP, LLC, ITS GENERAL PARTNER
LIBERTY OPERATIONS, LLC
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	President and Chief Executive Officer

Signature Page to Third Supplemental Indenture

EX-4.3

Exhibit 4.3

INERGY, L.P.,

INERGY FINANCE CORP.

and

THE GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF

8.75% SENIOR NOTES DUE 2015

SECOND SUPPLEMENTAL INDENTURE

Dated as of August 1, 2012

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of August 1, 2012 (this “Second Supplemental Indenture”), 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”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Issuers, the Guarantors, the Former Guarantors (as defined below) and the Trustee are parties to that certain Indenture, dated as of February 2, 2009 (the “Original Indenture”), relating to the Issuers’ 8.75% Senior Notes due 2015 outstanding (the “Notes”), and the Original Indenture has been amended and supplemented by the First Supplemental Indenture thereto (the Original Indenture as so amended and supplemented, being referred to herein as the “Indenture”);

WHEREAS, $806,000 aggregate principal amount of the Notes are currently outstanding;

WHEREAS, each of Inergy Propane, LLC, Liberty Propane GP, LLC, Liberty Propane, L.P. and Liberty Operations, LLC (collectively, the “Former Guarantors”) has been released as Guarantors of the Notes pursuant to Section 10.04(2) of the Indenture, by virtue of the fact that, on the date hereof, all of the Capital Stock of each Former Guarantor has been sold to Suburban Propane Partners, L.P., which is not a Restricted Subsidiary of the Company, and which sale does not violate Section 4.10 of the Indenture ;

WHEREAS, Section 9.01(g) of the Indenture provides that, without the consent of any Holders of a Note, 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 to evidence the release of any Guarantor from its Subsidiary Guarantee in accordance with Article 10 of the Indenture;

WHEREAS, concurrently herewith the Company is delivering to the Trustee an Officers’ Certificate to the effect that the conditions of Section 10.04(2) have occurred, and the Company has requested that the Trustee execute and deliver this Second Supplemental Indenture in order to evidence the release of each Former Guarantor from its obligations under its Subsidiary Guarantee; and

WHEREAS, all 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 Second 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:

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ARTICLE 1

Section 1.01. This Second Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02. This Second Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.

ARTICLE 2

In consideration of the premises and in accordance with Sections 9.01(g) and 10.04 of the Indenture, the Trustee acknowledges the release of each Former Guarantor from its obligations under its Subsidiary Guarantee, and this Second Supplemental Indenture evidences the same.

ARTICLE 3

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Second Supplemental Indenture. This Second Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 3.03. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[SIGNATURE PAGE FOLLOWS]

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

Issuers:
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 Second Supplemental Indenture

Guarantors:
INERGY PARTNERS, LLC
IPCH ACQUISITION CORP.
INERGY SALES & SERVICE, INC.
L & L TRANSPORTATION, LLC
INERGY TRANSPORTATION, LLC
STELLAR PROPANE SERVICE, LLC
TRES PALACIOS GAS STORAGE LLC
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	President and Chief Executive Officer

Signature Page to Second Supplemental Indenture

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ Raymond S. Haverstock
Name:	Raymond S. Haverstock
Title:	Vice President

Signature Page to Second Supplemental Indenture

Acknowledged by the Former Guarantors as of the date first written above:

INERGY PROPANE, LLC
LIBERTY PROPANE GP, LLC
LIBERTY PROPANE, L.P., BY LIBERTY PROPANE
GP, LLC, ITS GENERAL PARTNER
LIBERTY OPERATIONS, LLC
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	President and Chief Executive Officer

Signature Page to Second Supplemental Indenture

EX-10.1

Exhibit 10.1

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”) is made as of August 1, 2012 (the “Effective Date”), among INERGY, L.P., a Delaware limited partnership (the “Support Provider”), SUBURBAN PROPANE PARTNERS, L.P., a Delaware limited partnership (“Suburban”), and SUBURBAN ENERGY FINANCE CORP., a Delaware corporation (“Finance Corp” and, together with Suburban, the “Issuers”). The Support Provider, Suburban and Finance Corp may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, the Support Provider, Inergy GP, LLC, a Delaware limited liability company, Inergy Sales & Service, Inc., a Delaware corporation, and Suburban entered into that certain Contribution Agreement, dated April 25, 2012 (as amended to date, the “Contribution Agreement”);

WHEREAS, pursuant to the indenture, dated August 1, 2012 (the “Senior Notes Indenture”), the Issuers issued $496,557,000 in aggregate principal amount of 7 ¹/₂% senior unsecured notes (the “Initial Supported Debt”) that mature on October 1, 2018 (the “Initial Deemed Maturity Date”) (such Initial Deemed Maturity Date or any Refinancing Deemed Maturity Date (as defined below), a “Deemed Maturity Date”). In accordance with the terms and conditions of this Agreement, the Initial Supported Debt may be refinanced through the issuance of Refinancing Supported Debt (as defined below) (such Initial Supported Debt or any Refinancing Supported Debt, the “Supported Debt”);

WHEREAS, the Supported Debt represents Guaranteed Debt (as defined in the Contribution Agreement);

WHEREAS, in furtherance of the transactions evidenced by the Contribution Agreement, the Support Provider agreed to enter into this Agreement to provide support to the Issuers in furtherance of the Supported Debt, on the terms and subject to the conditions set forth herein; and

WHEREAS, the Support Provider and the Issuers desire to enter into this Agreement and be bound by the terms and conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Support. Subject to the terms and conditions of this Agreement, including but not limited to Sections 2 and 3 below, in the event the Issuers shall have failed to pay any principal amount of the Supported Debt when due, the Support Provider hereby agrees to pay directly to,

or to the Issuers for the benefit of, the holders of the Supported Debt (“Holders”) an amount up to $496,557,000 of the aggregate principal amount of the Supported Debt that the Issuers have failed to pay (the “Supported Debt Principal Amount”); provided, however, that the Support Provider shall have no obligation to make a payment hereunder with respect to any accrued and unpaid interest or any redemption premium or other costs, fees, expenses, penalties, charges or other amounts of any kind whatsoever that shall be due to Holders by the Issuers, whether on or related to the Supported Debt or otherwise. For the avoidance of doubt, if all or any part of the outstanding principal amount of the Supported Debt is reinstated or reaffirmed in a bankruptcy proceeding or otherwise, the Supported Debt Principal Amount shall include such reinstated or reaffirmed outstanding principal amount, but only to the extent that such reinstated or reaffirmed outstanding principal amount is not already otherwise included in the Supported Debt Principal Amount.

2. Support Payment Conditions. Notwithstanding any other term or condition of this Agreement to the contrary, the Support Provider shall not be obligated to make any payment pursuant to this Agreement unless and until each of the following has occurred: (a) if no bankruptcy proceeding has been commenced with respect to the Issuers, the trustee under the Senior Notes Indenture (“Trustee”) or other Holder(s) of the Supported Debt shall have (i) brought an action in a court of law having proper subject matter jurisdiction against the Issuers to collect the then outstanding principal amount of the Supported Debt, (ii) obtained a final and non-appealable judgment (including a judgment for which any time to appeal has expired) by such court against the Issuers in respect of the Supported Debt and (iii) levied execution of such judgment against the property of the Issuers, and as a result of such execution received less than payment in full in cash or property of the then outstanding principal amount of the Supported Debt, and (b) if a bankruptcy proceeding has been commenced with respect to the Issuers, the closing of the bankruptcy proceeding after its administration under 11 U.S.C. Section 350(a) shall have occurred and (i) Holders shall have received, after all distributions contemplated by such bankruptcy proceeding or otherwise, less than payment in full in cash or property in respect of the then outstanding principal amount of the Supported Debt and (ii) the then outstanding unpaid principal amount of the Supported Debt shall not have been reinstated pursuant to such bankruptcy proceeding. The Support Provider’s support obligations with respect to the Supported Debt satisfying the foregoing conditions, regardless of the situation, shall apply only to the then outstanding principal amount of the Supported Debt minus the sum of (i) any cash payment and property payment received by Holders after all distributions contemplated by such bankruptcy proceeding or otherwise in respect of the principal amount of the Supported Debt and (ii) the principal amount of any reinstated Supported Debt. For these purposes, the value of any payment made in property shall be equal to the fair market value of such property at the time of such payment.

3. Cap. Notwithstanding any other term or condition of this Agreement to the contrary, it is agreed that the Support Provider’s maximum liability under this Agreement shall not exceed the positive difference (if any) between (a) the Supported Debt Principal Amount, minus (b) the sum of (i) all payments of principal made by or on behalf of the Issuers to Holders in respect of the Supported Debt, plus (ii) the fair market value of any property received or cash proceeds collected or any consideration otherwise realized (including by way of set off) by or on behalf of Holders pursuant to, or in connection with, the principal amount of the Supported Debt, including, but not limited to, any property or cash proceeds collected or realized from the

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exercise of any rights and remedies at law or in equity that Holders may have against either the Issuers or any collateral securing the Supported Debt, plus (iii) the principal amount of any reinstated Supported Debt, plus (iv) the amount of principal otherwise voluntarily discharged by Holders.

4. Termination of Agreement. This Agreement shall remain in effect and will not terminate until the earliest to occur of (a) payment in full of the Supported Debt Principal Amount, (b) payment by the Support Provider of the maximum amount due by the Support Provider under Section 3 hereof, as such amount may be limited by Section 10 hereof and (c) the release of the Support Provider from any liability or obligation under this Agreement pursuant to Section 6(c) hereof.

5. Notices. The Support Provider shall be entitled to receive information regarding, and make reasonable requests for information with respect to, the enforcement actions that the Trustee or Holders have taken against the Issuers with respect to the Supported Debt.

6. Covenants of the Issuers.

(a) Refinancing. Without the prior written consent of the Support Provider, neither Suburban nor Finance Corp shall, prior to August 1, 2014, be entitled to (i) repay any principal amount of the Supported Debt, (ii) refinance all or any portion of the Supported Debt or (iii) exchange all or any portion of the Supported Debt. Notwithstanding the foregoing, no such prior written consent is required if, in the case of each of (i), (ii) and (iii) above, the Issuers simultaneously replace such Supported Debt with at least an equivalent amount of new indebtedness that constitutes a “refinancing” within the meaning Treasury Regulations Section 1.707-5(c) (such new indebtedness, the “Refinancing Supported Debt”) providing for no earlier amortization of principal than the amortization contemplated by the Deemed Maturity Date. For purposes of this Agreement, the actual maturity date(s) of any Refinancing Supported Debt is herein referred to as the “Refinancing Deemed Maturity Date.” Support Provider’s consent pursuant to this Section 6(a) shall not be unreasonably withheld, delayed or conditioned to the extent that granting such consent has no adverse impact on the Support Provider.

(b) Deemed Maturity Date. For the avoidance of doubt, an extension of the actual maturity date(s) of any Supported Debt, including the incurrence of Refinancing Supported Debt with a Refinancing Deemed Maturity Date that is later than the Deemed Maturity Date, shall not extend the Deemed Maturity Date of the Supported Debt.

(c) Termination of the Agreement. On the earlier to occur of (i) the date the Supported Debt has been extinguished (other than in a bankruptcy or other judicial proceeding) or repaid and (ii) the occurrence of a Deemed Maturity Date (provided that no event of default has occurred on or before the Deemed Maturity Date), this Agreement shall terminate, the Support Provider shall be released from any liability or obligation under this Agreement related to the Supported Debt, and the Issuers shall enter into and execute such documents and instruments as the Support Provider may reasonably request in order to evidence such release.

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7. Covenants of the Parties to Maintain Tax Treatment. For so long as any Supported Debt is outstanding, the Parties hereto hereby agree that:

(a) Subject to the Support Provider’s compliance with its obligations under Section 8, the Parties intend, solely for tax purposes, that the Support Provider’s share of the Supported Debt under Sections 1.752-2 and 1.707-5(a)(2)(i) of the Treasury Regulations shall be the entire amount of the Supported Debt. Unless otherwise required by applicable law, the Parties agree to file all tax returns and otherwise act at all times in a manner consistent with such treatment, provided, however, that nothing contained herein shall prevent any Party from settling any proposed deficiency or adjustment by any tax authority with respect to such treatment, and neither Party shall be required to litigate before any court any proposed deficiency or adjustment by any tax authority challenging such treatment.

(b) Neither Suburban nor Finance Corp shall (i) except as permitted herein, modify any of the Supported Debt so as to eliminate or limit the ultimate recourse liability of the Support Provider with respect thereto, (ii) prior to August 1, 2014, merge or consolidate with, or take any action that would cause Suburban to become, a corporation for U.S. federal income tax purposes or (iii) except as required by the Senior Notes Indenture, cause or permit any other corporation, partnership, person or entity to assume, guarantee, indemnify against or otherwise incur any liability with respect to any Supported Debt.

8. Net Worth of Support Provider.

(a) While this Agreement is in effect, the Support Provider shall own at all times operating assets with a fair market value (net of any indebtedness) equal to or greater than the Supported Debt Principal Amount. Any assets attributable to the direct or indirect ownership of the Support Provider in the Issuers shall be excluded from such amount for purposes of this Section 8(a).

(b) Support Provider shall not make a distribution of cash or property to the extent such distribution would constitute a Fraudulent Conveyance (as defined in Section 10) in light of Support Provider’s obligations under this Agreement or otherwise impair Support Provider’s ability to satisfy its obligations under this Agreement.

9. Waiver of Subrogation. Until the termination of this Agreement, the Support Provider irrevocably waives, relinquishes and renounces any right of subrogation, contribution, indemnity, reimbursement or any claim whatsoever which the Support Provider may have against the Issuers or any other guarantors liable on the Supported Debt arising out of, or in any way connected with this Agreement. This provision will inure to the benefit of and will be enforceable by the Issuers and any such guarantors, and their successors and assigns, including any trustee in bankruptcy or debtor-in-possession.

10. Fraudulent Conveyance. The obligations of the Support Provider under this Agreement shall be limited to the maximum amount as will result in the obligations of the Support Provider under this Agreement not constituting a Fraudulent Conveyance (as defined below). If this Agreement would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Agreement shall be valid and enforceable only to the maximum extent that would not cause this Agreement to constitute a Fraudulent Conveyance, and this Agreement shall automatically be deemed to have been amended accordingly at all relevant times. For purposes of this Section 10, the term “Fraudulent Conveyance” means a fraudulent conveyance under

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Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

11. Cumulative Rights; No Waiver. Each and every right granted to the Issuers hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time subject only to the limitations set forth in this Agreement. No failure on the part of the Issuers to exercise, and no delay in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise by the Issuers of any right preclude any other or future exercise thereof or the exercise of any other right.

12. Amendments; Waivers. Except as otherwise expressly set forth herein, this Agreement may not be modified, amended or waived except by an instrument or instruments in writing signed by each of the Parties hereto. The Parties hereby agree that no provision of Section 1 of this Agreement may be modified, amended or waived if such modification, amendment or waiver would materially and adversely reduce the benefits to the noteholders or lenders under the Senior Notes Indenture, or any subsequent indenture, instrument or agreement governing Refinancing Supported Debt, of the support contemplated by Section 1 with respect to the Supported Debt or Refinancing Supported Debt.

13. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. Nothing in this Agreement shall prevent a Party hereto from merging or consolidating with or into any other person so long as the surviving person agrees to be bound by the terms of this Agreement and such merger or consolidation is otherwise in compliance with the terms of this Agreement.

14. General Partner as Third Party Beneficiary. To the extent that any partner of Suburban is required to make, and makes, a payment to the Holders with respect to Supported Debt, such partner shall be a third party beneficiary of this Agreement and have the the same rights that the Holders would have under this Agreement with respect to such payment.

15. Notices. Any and all notices, requests or other communications hereunder shall be given in writing and delivered by: (a) regular, overnight, registered or certified mail (return receipt requested), with first class postage prepaid; (b) hand delivery; (c) facsimile transmission; or (d) overnight courier service, if to the Support Provider, at the following address or facsimile number for the Support Provider:

Inergy, L.P.

Two Brush Creek Boulevard

Suite 200

Kansas City, Missouri 64112

Attention: General Counsel

Facsimile Number: (816) 531-4680

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if to the Issuers, at the following address or facsimile number for the Issuers:

Suburban Propane Partners, L.P.

240 Route 10 West

Whippany, New Jersey 07981

Attention: General Counsel

Facsimile Number: (973) 525-5994

or at such other address or number as shall be designated by the Support Provider, Suburban or Finance Corp in a notice to the other Parties to this Agreement. All such communications shall be deemed to have been duly given: (A) in the case of a notice sent by regular mail, on the date actually received by the addressee; (B) in the case of a notice sent by registered or certified mail, on the date receipted for (or refused) on the return receipt; (C) in the case of a notice delivered by hand, when personally delivered; (D) in the case of a notice sent by facsimile, upon transmission subject to telephone confirmation of receipt; and (E) in the case of a notice sent by overnight mail or overnight courier service, the date delivered at the designated address, in each case given or addressed as aforesaid.

16. Separability. Should any clause, sentence, paragraph, subsection or section of this Agreement be judicially declared to be invalid, illegal or unenforceable in any respect, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the part or parts of this Agreement so held to be invalid, illegal or unenforceable will be deemed to have been stricken herefrom, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.

17. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same counterpart. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart.

18. Section Headings. Section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

19. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the Parties related thereto.

20. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of laws provisions.

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21. Consent to Jurisdiction; Waiver of Jury Trial. The Parties irrevocably submit to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, for the purposes of any proceeding arising out of this Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Agreement or the transactions contemplated hereby shall be brought by it except in such courts). The Parties irrevocably and unconditionally waive (and agree not to plead or claim) (a) any objection to the laying of venue of any proceeding arising out of this Agreement or the transactions contemplated hereby in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, and (b) any pleading or claim that any such proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties also agrees that any final and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement is duly executed and delivered by the authorized signatories set forth below, to be effective as of the Effective Date.

INERGY, L.P.
By:	Inergy GP, LLC, its general partner

By:	/s/ John J. Sherman
	John J. Sherman
	President and Chief Executive Officer

SUBURBAN PROPANE PARTNERS, L.P.
By:	/s/ Michael J. Dunn, Jr.
	Michael J. Dunn, Jr.
	President and Chief Executive Officer

SUBURBAN ENERGY FINANCE CORP.
By:	/s/ Michael J. Dunn, Jr.
	Michael J. Dunn, Jr.
	President

Signature Page to Support Agreement

EX-99.1

Exhibit 99.1

For more information:

Mike Campbell, 816-842-8181

investorrelations@inergyservices.com

FOR IMMEDIATE RELEASE

Inergy Closes Contribution of Retail Propane Operations

to Suburban Propane

Kansas City, MO (August 2, 2012) – Inergy, L.P. (NYSE:NRGY) (NRGY) announced it has closed the previously announced agreement to contribute its retail propane operations to Suburban Propane Partners, L.P. (NYSE:SPH) (SPH) in exchange for consideration of approximately $1.8 billion.

Under the terms of the agreement, NRGY received approximately 14.2 million SPH common units; and SPH exchanged approximately $1.187 billion of NRGY’s outstanding senior notes for $1.0 billion of new SPH senior notes and cash paid to note holders tendering in the exchange. The approximate $13.0 million of NRGY senior notes not exchanged for SPH notes and cash will remain on NRGY’s balance sheet.

NRGY has agreed to distribute approximately 14.1 million of the SPH common units it received to NRGY unitholders of record on a pro rata basis at a future record date to be determined by the board of directors of NRGY’s managing general partner, which management expects to occur within the next 30-45 days. The distribution of the 14.1 million SPH common units would represent a distribution ratio of approximately 0.1067 SPH units for each NRGY limited partner unit currently outstanding.

About Inergy, L.P.

Inergy, L.P., headquartered in Kansas City, Missouri, is a publicly traded master limited partnership. Inergy’s operations include a natural gas storage business in Texas and an NGL supply logistics, transportation, and wholesale marketing business that serves customers in the United States and Canada. Through its general partner interest and majority equity ownership interest in Inergy Midstream, L.P. (NYSE:NRGM), Inergy is also engaged in the development and operation of natural gas and NGL storage and transportation business in the Northeast region of the United States.

This press release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law such as the expectation regarding the timing of the distribution and the distribution ratio. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. Should one or more of these risks or uncertainties materialize or any underlying assumption proves incorrect, actual results may vary materially from those anticipated, estimated, or projected. Among the key factors that could cause actual results to differ materially from those referred to in the forward-looking statements are: weather conditions that vary significantly from historically normal conditions;

the general level of petroleum product demand and the availability of propane supplies; the price of propane to the consumer compared to the price of alternative and competing fuels; the demand for high deliverability natural gas storage capacity in the Northeast; our ability to successfully implement our business plan, including the placement of our expansion projects in-service in a timely manner; the outcome of rate decisions levied by the Federal Energy Regulatory Commission; our ability to generate available cash for distribution to unitholders; and the costs and effects of legal, regulatory, and administrative proceedings against us or which may be brought against us. These and other risks and assumptions are described in Inergy’s annual reports on Form 10-K and other reports that are available from the United States Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s view only as of the date made. We undertake no obligation to update any forward-looking statement, except as otherwise required by law.

Corporate news, unit prices, and additional information about Inergy, including reports from the United States Securities and Exchange Commission, are available on the company’s website, www.inergylp.com. For more information, contact Mike Campbell in Inergy’s Investor Relations Department at 816-842-8181 or via e-mail at investorrelations@inergyservices.com.

###

EX-99.2

Exhibit 99.2

Inergy, L.P.

Unaudited Pro Forma Financial Information

The following unaudited pro forma consolidated financial information of Inergy, L.P. (“Inergy”) reflects the pro forma impact of Inergy’s contribution of its retail propane operations (the “Retail Propane Transaction”) to Suburban Propane Partners, L.P. (“Suburban”), which includes the following:

• disposition of Inergy’s retail propane operations;

• exchange of $1,187.0 million of Inergy senior notes for $1,000.0 million of new Suburban senior notes and cash;

• receipt of approximately 14.2 million Suburban common units; and

• payment of $36.5 million to Suburban

The unaudited pro forma consolidated balance sheet gives effect to the Retail Propane Transaction as if it had occurred on June 30, 2012; the unaudited pro forma consolidated statements of operations assume that the transaction was consummated on October 1, 2010. The unaudited pro forma consolidated financial statements should be read in conjunction with (i) Inergy’s Annual Report on Form 10-K for the year ended September 30, 2011, as filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2011, and (ii) Inergy’s quarterly report on Form 10-Q for the nine months ended June 30, 2012, as filed with the SEC on August 3, 2012.

The unaudited pro forma consolidated financial statements are for illustrative purposes only and are not necessarily indicative of the financial position that would have been obtained or the financial results that would have occurred if the Retail Propane Transaction had been consummated on the date indicated, nor are they necessarily indicative of the financial position or results of operations in the future. The pro forma adjustments, as described in the accompanying notes, are based upon available information and certain assumptions that are believed to be reasonable as of the date of this document.

Inergy, L.P. and Subsidiaries

Unaudited Pro Forma Consolidated Balance Sheet

As of June 30, 2012

(in millions)

	Inergy, L.P. Historical		Retail Propane Transaction Pro Forma Adjustments			Other Adjustments			Inergy, L.P. Pro Forma
				(a)
Assets
Current assets:
Cash and cash equivalents	$	4.9	$	—		$	(4.9	)(e)	$	—
Investments		—		—			590.0	(b)		590.0
Accounts receivable, less allowance for doubtful accounts		88.5		—			—			88.5
Inventories		46.3		—			—			46.3
Assets from price risk management activities		40.6		—			—			40.6
Prepaid expenses and other current assets		23.7		—			—			23.7
Assets held for sale		1,174.1		(1,174.1	)		—			—
Total current assets		1,378.1		(1,174.1	)		585.1			789.1
Property, plant and equipment		2,042.7		—			—			2,042.7
Less: accumulated depreciation		411.1		—			—			411.1
Property, plant and equipment, net		1,631.6		—			—			1,631.6
Intangible assets, net		67.0		—			(20.4	)(c)		46.6
Goodwill		162.4		—			—			162.4
Other assets		1.4		—			—			1.4
Total assets	$	3,240.5	$	(1,174.1	)	$	564.7		$	2,631.1
Liabilities and partners’ capital
Current liabilities:
Accounts payable	$	102.0	$	—		$	—		$	102.0
Accrued expenses		84.0		—			—			84.0
Liabilities from price risk management activities		13.5		—			—			13.5
Current portion of long-term debt		1,188.5		—			(1,187.0	)(c)		1.5
Liabilities held for sale		62.0		(62.0	)		—			—
Total current liabilities		1,450.0		(62.0	)		(1,187.0	)		201.0
Long-term debt, less current portion		519.5		—			(10.8	)(c)		540.3
							31.6	(e)
Other long-term liabilities		21.4		—			—			21.4
Deferred income taxes		19.7		—			—			19.7
Partners’ capital:
Limited partner unitholders		1,088.1		(1,112.1	)		590.0	(b)		1,706.9
							1,187.0	(c)
							(9.6	)(c)
							(36.5	)(e)
Total Inergy, L.P. partners’ capital		1,088.1		(1,112.1	)		1,730.9			1,706.9
Interest of non-controlling partners in subsidiaries		141.8		—			—			141.8
Total partners’ capital		1,229.9		(1,112.1	)		1,730.9			1,848.7
Total liabilities and partners’ capital	$	3,240.5	$	(1,174.1	)	$	564.7		$	2,631.1

The accompanying notes are an integral part of these consolidated financial statements.

Inergy, L.P. and Subsidiaries

Unaudited Pro Forma Consolidated Statement of Operations

For the Nine Months Ended June 30, 2012

(in millions, except unit and per unit data)

	Inergy, L.P. Historical			Retail Propane Transaction Pro Forma Adjustments			Other Adjustments			Inergy, L.P. Pro Forma
					(a)
Revenue:
Propane	$	1,132.3		$	(602.1	)	$	—		$	530.2
Other		570.3			(143.6	)		—			426.7
		1,702.6			(745.7	)		—			956.9
Cost of product sold (excluding depreciation and amortization as shown below):
Propane		851.2			(343.3	)		—			507.9
Other		340.7			(93.0	)		—			247.7
		1,191.9			(436.3	)		—			755.6
Expenses:
Operating and administrative		247.1			(186.8	)		—			60.3
Depreciation and amortization		136.6			(53.3	)		—			83.3
Loss on disposal of assets		5.8			(5.8	)		—			—
Operating income		121.2			(63.5	)		—			57.7
Other income (expense):
Interest expense, net		(73.2	)		0.9			55.3	(d)		(17.0	)
Early extinguishment of debt		(26.6	)		—			—			(26.6	)
Other income		1.5			(0.2	)		—			1.3
Income (loss) before income taxes		22.9			(62.8	)		55.3			15.4
Provision for income taxes		(0.2	)		(0.1	)		—			(0.3	)
Net income (loss)		22.7			(62.9	)		55.3			15.1
Net income attributable to non-controlling partners		(7.8	)		—			—			(7.8	)
Net income (loss) attributable to partners	$	14.9		$	(62.9	)	$	55.3		$	7.3
Total limited partners’ interest in net income (loss)	$	14.9		$	(62.9	)	$	55.3		$	7.3
Net income (loss) per limited partner unit:
Basic	$	0.17								$	0.10
Diluted	$	0.11								$	0.05
Weighted-average limited partners’ units outstanding (in thousands):
Basic		124,698									124,698
Dilutive units		6,858									6,858
Diluted		131,556									131,556

The accompanying notes are an integral part of these consolidated financial statements.

Inergy, L.P. and Subsidiaries

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended September 30, 2011

(in millions, except unit and per unit data)

	Inergy, L.P. Historical			Retail Propane Transaction Pro Forma Adjustments			Other Adjustments			Inergy, L.P. Pro Forma
					(a)
Revenue:
Propane	$	1,461.9		$	(859.6	)	$	—		$	602.3
Other		691.9			(192.7	)		—			499.2
		2,153.8			(1,052.3	)		—			1,101.5
Cost of product sold (excluding depreciation and amortization as shown below):
Propane		1,044.0			(479.1	)		—			564.9
Other		432.0			(122.7	)		—			309.3
		1,476.0			(601.8	)		—			874.2
Expenses:
Operating and administrative		323.3			(257.0	)		—			66.3
Depreciation and amortization		191.8			(74.5	)		—			117.3
(Gain) loss on disposal of assets		8.2			(10.9	)		—			(2.7	)
Operating income		154.5			(108.1	)		—			46.4
Other income (expense):
Interest expense, net		(113.5	)		1.4			82.2	(d)		(29.9	)
Early extinguishment of debt		(52.1	)		—			—			(52.1	)
Other income		1.2			(0.1	)		—			1.1
Income (loss) before income taxes		(9.9	)		(106.8	)		82.2			(34.5	)
Provision for income taxes		0.7			(0.4	)		—			0.3
Net income (loss)		(10.6	)		(106.4	)		82.2			(34.8	)
Net loss attributable to non-controlling partners		28.2			—			—			28.2
Net income (loss) attributable to partners	$	17.6		$	(106.4	)	$	82.2		$	(6.6	)
Total limited partners’ interest in net income (loss)	$	17.6		$	(106.4	)	$	82.2		$	(6.6	)
Net income (loss) per limited partner unit:
Basic	$	0.17								$	(0.06	)
Diluted	$	0.15								$	(0.06	)
Weighted-average limited partners’ units outstanding (in thousands):
Basic		105,732									105,732
Dilutive units		11,952									—
Diluted		117,684									105,732

The accompanying notes are an integral part of these consolidated financial statements.

Inergy, L.P.

Notes to Unaudited Pro Forma Information

(a) To record the deconsolidation of Inergy’s retail propane operations in connection with the agreement with Suburban. Based on the carrying amount of Inergy’s retail propane operations as of June 30, 2012, Inergy would recognize a gain on the divestiture of its retail propane operations in the amount of approximately $618.8 million, which is reflected in the pro forma adjustment to partners’ capital. The unaudited pro forma condensed consolidated statements of operations do not include a gain on the divestiture, because such gain would not be expected to have a continuing impact on Inergy’s results of operations.

(b) To record the pro forma impact from the consideration received in connection with the contribution of Inergy’s retail propane operations to Suburban, including Inergy’s acquisition of Suburban common units.

(c) To record the pro forma impact of $1,187.0 million in Inergy senior notes that have been exchanged for Suburban senior notes, including the removal of associated deferred financing costs and deferred swap premium.

(d) To record the pro forma impact of the reduction in interest expense associated with the exchange of senior notes discussed in (c ) above, partially offset by the borrowings discussed in (e) below.

(e) To record the payment of $36.5 million to Suburban. The unaudited pro forma consolidated balance sheet reflects a $31.6 million borrowing to fund a portion of this payment. The final borrowing to fund this payment may differ from this amount.