REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered
into as of the 19th day of December, 2001, by and between INERGY, L.P., a
Delaware limited partnership (the "Company"), and IPCH ACQUISITION CORP., a
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Delaware corporation ("Investor").
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Investor owns common units representing limited partner interests
(the "Common Units") of the Company. The Company and Investor deem it to be in
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their respective best interests to set forth the rights of Investor in
connection with the Company's registration of Common Units under the Securities
Act (as defined below).
ACCORDINGLY, in consideration of the premises and mutual
covenants and obligations hereinafter set forth, the Company and Investor hereby
agree as follows:
SECTION 1. Definitions. As used in this Agreement, the following
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terms shall have the following meanings:
"Affiliate" shall have the meaning ascribed to it in Rule 12b-2
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promulgated under the Exchange Act.
"Commission" shall mean the Securities and Exchange Commission or
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any other Governmental Authority at the time administering the Securities Act.
"Common Units" shall have the meaning ascribed to it in the
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Preamble.
"Exchange Act" shall mean the Securities Exchange Act of 1934 or
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any successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.
"Governmental Authority" shall mean any domestic or foreign
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government or political subdivision thereof, whether on a federal, state or
local level and whether executive, legislative or judicial in nature, including
any agency, authority, board, bureau, commission, court, department or other
instrumentality thereof.
"Information" shall have the meaning ascribed to it in Section
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4(a)(ix).
"Inspectors" shall have the meaning ascribed to it in Section
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4(a) (ix)
"Material Transaction" shall mean any material transaction in
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which the Company or any of its subsidiaries proposes to engage or is engaged,
including a purchase or sale of assets or securities, financing, merger,
consolidation, tender offer or any other transaction that would require
disclosure pursuant to the Exchange Act, and with respect to which the Board of
Directors of the Company reasonably has determined in good faith that compliance
with this Agreement may reasonably be expected to either materially interfere
with the Company's or such subsidiary's ability to consummate such transaction
in a timely fashion or require the Company
to disclose material, nonpublic information prior to such time as it would
otherwise be required to be disclosed.
"Other Units" shall mean at any time those Common Units which do
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not constitute Primary Units or Registrable Units.
"Person" shall be construed as broadly as possible and shall
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include an individual person, a partnership (including a limited liability
partnership), a corporation, an association, a joint stock company, a limited
liability company, a trust, a joint venture, an unincorporated organization and
a Governmental Authority.
"Primary Units" shall mean, at any time, the authorized but
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unissued Common Units.
"Prospectus" shall mean the prospectus included in a Registration
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Statement, including any prospectus subject to completion, and any such
prospectus as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Units and, in
each case, by all other amendments and supplements to such prospectus, including
post-effective amendments, and in each case including all material incorporated
by reference therein.
"Public Offering" shall mean the closing of a public offering of
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Common Units pursuant to a Registration Statement declared effective under the
Securities Act, except that a Public Offering shall not include an offering of
securities to be issued as consideration in connection with a business
acquisition or an offering of securities issuable pursuant to an employee
benefit plan.
"Records" shall have the meaning ascribed to it in Section
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4(a)(ix)
"Registrable Units" shall mean the Common Units held by Investor
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which constitute Restricted Securities. As to any particular Registrable Units,
once issued, such Registrable Units shall cease to be Registrable Units (A) when
such Registrable Units have been registered under the Securities Act, the
Registration Statement in connection therewith has been declared effective and
they have been disposed of pursuant to and in the manner described in such
effective Registration Statement, (B) when such Registrable Units are sold or
distributed pursuant to Rule 144, (C) in the case of Investor, together with its
Affiliates, holding Common Units that constitute less than two percent of the
issued and outstanding Common Units of the Company, one year after the date on
which Investor may first sell such Registrable Units under Rule 144 (provided
that Investor is still able, at such time, to sell such Registrable Units under
Rule 144), or (D) when such Registrable Units have ceased to be outstanding.
"Registration Date" shall mean the date upon which the
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registration statement pursuant to which the Company shall have initially
registered Common Units under the Securities Act for sale to the public shall
have been declared effective.
"Registration Statement" shall mean any registration statement of
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the Company which covers any of the Registrable Units, and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the
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Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.
"Representative" of a Person shall be construed broadly and shall
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include such Person's partners, officers, directors, employees, agents, counsel,
accountants and other representatives.
"Restricted Securities" shall mean the Common Units and any other
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securities received with respect to any such Common Units, which are held by
Investor and which theretofore have not been sold to the public pursuant to a
Registration Statement or pursuant to Rule 144.
"Rule 144" shall mean Rule 144 promulgated under the Securities
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Act or any successor rule thereto.
"Investor's Counsel" shall have the meaning ascribed to it in
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Section 4(a)(ii).
"Securities Act" shall mean the Securities Act of 1933 or any
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successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.
"Suspension Period" shall have the meaning ascribed to it in
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Section 8.
"Transfer" shall mean any disposition of any Restricted
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Securities or of any interest therein which would constitute a sale thereof
within the meaning of the Securities Act, other than any such disposition
pursuant to a Registration Statement and in compliance with all applicable state
securities and "blue sky" laws.
SECTION 2. Piggyback Registration. If the Company at any time
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proposes for any reason to register Primary Units or Other Units under the
Securities Act (other than on Form S-4 or Form S-8 promulgated under the
Securities Act or any successor forms thereto), it shall promptly give written
notice to Investor of its intention so to register the Primary Units or Other
Units and, upon the written request, given within 20 days after delivery of any
such notice by the Company, of Investor to include in such registration
Registrable Units (which request shall specify the number of Registrable Units
proposed to be included in such registration), the Company shall use its best
efforts to cause all such Registrable Units to be included in such registration
on the same terms and conditions as the securities otherwise being sold in such
registration; provided, however, that if the managing underwriter, if any,
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advises the Company that the inclusion of all Registrable Units proposed to be
included in such registration would interfere with the successful marketing of
Primary Units or Other Units proposed to be registered by the Company (in terms
of a significant adverse effect on the price, timing or distribution of such
securities), then the number of Primary Units, Other Units and Registrable Units
proposed to be included in such registration shall be included in the following
order:
(i) first, the Primary Units and the Other Units; and
(ii) second, the Registrable Units held by Investor that are
requested to be included in such registration.
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SECTION 3. Holdback Agreement.
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(a) If the Company at any time shall register Common Units under
the Securities Act in an underwritten offering pursuant to any other
registration under the Securities Act (other than on Form S-4 or Form S-8
promulgated under the Securities Act or any successor forms thereto), Investor
shall not sell, make any short sale of, grant any option for the purchase of, or
otherwise dispose of any Restricted Securities (other than those Registrable
Units included in such registration pursuant to Section 2) without the prior
written consent of the Company for a period as shall be determined by the
managing underwriters, which period cannot begin more than 10 days prior to the
effectiveness of such Registration Statement and cannot last more than 180 days
after the effective date of such Registration Statement.
(b) If the Company at any time pursuant to Section 2 of this
Agreement shall register under the Securities Act Registrable Units held by
Investor and Common Units for sale to the public pursuant to an underwritten
offering, the Company shall not, without the prior written consent of Investor,
effect any public sale or distribution of securities similar to those being
registered, or any securities convertible into or exercisable or exchangeable
for such securities, for such period as shall be determined by the managing
underwriters, which period shall not begin more than 10 days prior to the
effectiveness of the Registration Statement pursuant to which such Public
Offering shall be made and shall not last more than 90 days after the closing of
sale of securities pursuant to such Registration Statement (except as part of
such underwritten registration or pursuant to registrations on Forms S-4 or S-8
or any successor forms)
SECTION 4. Preparation and Filing.
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(a) If and whenever the Company is under an obligation pursuant
to the provisions of this Agreement to use its best efforts to effect the
registration of any Registrable Units, the Company shall, as expeditiously as
practicable:
(i) use its best efforts to cause a Registration Statement
that registers such Registrable Units to become and remain
effective for a period of 90 days or until all of such
Registrable Units have been disposed of (if earlier);
(ii) furnish, at least five business days before filing a
Registration Statement that registers such Registrable Units, a
Prospectus relating thereto and any amendments or supplements
relating to such Registration Statement or Prospectus, to one
counsel selected by Investor (the "Investor's Counsel") copies of
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all such documents proposed to be filed (it being understood that
such five-business-day period need not apply to successive drafts
of the same document proposed to be filed so long as such
successive drafts are supplied to such counsel in advance of the
proposed filing by a period of time that is customary and
reasonable under the circumstances);
(iii) prepare and file with the Commission such amendments
and supplements to such Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep such
Registration Statement effective for
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the lesser of a period of 90 days or until all of such
Registrable Units have been disposed of (if earlier) and to
comply with the provisions of the Securities Act with respect to
the sale or other disposition of such Registrable Units;
(iv) notify the Investor's Counsel promptly in writing (A)
of any comments by the Commission with respect to such
Registration Statement or Prospectus, or any request by the
Commission for the amending or supplementing thereof or for
additional information with respect thereto, (B) of the issuance
by the Commission of any stop order suspending the effectiveness
of such Registration Statement or Prospectus or any amendment or
supplement thereto or the initiation of any proceedings for that
purpose and (C) of the receipt by the Company of any notification
with respect to the suspension of the qualification of such
Registrable Units for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purposes;
(v) use its best efforts to register or qualify such
Registrable Units under such other securities or blue sky laws of
such jurisdictions as Investor reasonably requests and do any and
all other acts and things which may be reasonably necessary or
advisable to enable Investor to consummate the disposition in
such jurisdictions of such Registrable Units; provided, however,
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that the Company will not be required to qualify generally to do
business, subject itself to general taxation or consent to
general service of process in any jurisdiction where it would not
otherwise be required so to do but for this clause (v);
(vi) furnish to Investor such number of copies of a summary
Prospectus or other Prospectus, including a preliminary
Prospectus, in conformity with the requirements of the Securities
Act, and such other documents as Investor may reasonably request
in order to facilitate the public sale or other disposition of
such Registrable Units;
(vii) use its best efforts to cause such Registrable Units
to be registered with or approved by such other Governmental
Authorities as may be necessary by virtue of the business and
operations of the Company to enable Investor to consummate the
disposition of such Registrable Units;
(viii) notify Investor on a timely basis at any time when a
Prospectus relating to such Registrable Units is required to be
delivered under the Securities Act within the appropriate period
mentioned in clause (i) of this Section if the Company becomes
aware of the happening of any event as a result of which the
Prospectus included in such Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light
of the circumstances then existing and, at the request of
Investor, prepare and furnish to Investor a reasonable number of
copies of a supplement to or an amendment of such Prospectus as
may be necessary so that, as thereafter delivered to the offerees
of such securities, such Prospectus shall not include an
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untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances
then existing;
(ix) make available for inspection by Investor, any
underwriter participating in any disposition pursuant to such
Registration Statement and any attorney, accountant or other
agent retained by Investor or underwriter (collectively, the
"Inspectors"), all pertinent financial, business and other
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records, pertinent corporate documents and properties of the
Company (collectively, the "Records"), as shall be reasonably
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necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and
employees to supply all information (together with the Records,
the "Information") reasonably requested by any such Inspector in
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connection with such Registration Statement (and any of the
Information which the Company determines in good faith to be
confidential, and of which determination the Inspectors are so
notified, shall not be disclosed by the Inspectors unless (A) the
disclosure of such Information is necessary to avoid or correct a
misstatement or omission in the Registration Statement, (B) the
release of such Information is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction, (C) such
Information has been made generally available to the public, and
(D) Investor agrees that it will, upon learning that disclosure
of such Information is sought in a court of competent
jurisdiction, give notice to the Company and allow the Company,
at the Company's expense, to undertake appropriate action to
prevent disclosure of the Information deemed confidential);
(x) use its best efforts to obtain from its independent
certified public accountants a "cold comfort" letter in customary
form and covering such matters of the type customarily covered by
cold comfort letters;
(xi) use its best efforts to obtain, from its counsel, an
opinion or opinions in customary form (which shall also be
addressed to Investor);
(xii) provide a transfer agent and registrar (which may be
the same entity and which may be the Company) for such
Registrable Units;
(xiii) issue to any underwriter to which Investor may sell
securities in such offering certificates evidencing such
Registrable Units;
(xiv) use its best efforts to qualify such Registrable
Units for inclusion on the automated quotation system of the
National Association of Securities Dealers, Inc. (the "NASD"),
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National Market System ("NMS");
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(xv) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make
available to its securityholders, as soon as reasonably
practicable, earnings statements which need not be audited
covering a period of 12 months beginning within three months
after the effective
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date of the Registration Statement, which earnings statements
shall satisfy the provisions of Section 11(a) of the Securities
Act; and
(xvi) use its best efforts to take all other steps necessary
to effect the registration of such Registrable Units contemplated
hereby.
(b) Investor agrees that during such time as Investor may be
engaged in a distribution of the Registrable Units, Investor shall comply with
Regulation M promulgated under the Exchange Act and pursuant thereto it shall,
among other things: (i) not engage in any stabilization activity in connection
with the Securities of the Company in contravention of such rules; (ii)
distribute the Registrable Units under the registration statement solely in the
manner described in the registration statement; and (iii) cease distribution of
such Registrable Units pursuant to such registration statement upon receipt of
written notice from the Company that the prospectus covering the Registrable
Units contains any untrue statement of a material fact or omits a material fact
required to be stated therein or necessary to make the statements therein not
misleading.
SECTION 5. Expenses. All reasonable expenses incurred by the
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Company in complying with Section 4, including, without limitation, all
registration and filing fees (including all expenses incident to filing with the
NASD), fees and expenses of complying with securities and blue sky laws,
printing expenses, fees and expenses of the Company's counsel and accountants
and fees and expenses of the Investor's Counsel, shall be paid by the Company;
provided, however, that all underwriting discounts and selling commissions
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applicable to the Registrable Units shall not be borne by the Company but shall
be borne by Investor, in proportion to the number of Registrable Units sold by
Investor.
SECTION 6. Indemnification.
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(a) In connection with any registration of any Registrable Units
under the Securities Act pursuant to this Agreement, the Company shall enter
into such reasonable customary indemnification agreements that indemnify and
hold harmless Investor, each underwriter, broker or any other Person acting on
behalf of Investor, each other Person, if any, who controls any of the foregoing
Persons within the meaning of the Securities Act and each Representative of any
of the foregoing Persons, against any losses, claims, damages or liabilities,
joint or several, to which any of the foregoing Persons may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) are caused by an untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement under which such Registrable Units were registered, any preliminary
Prospectus or final Prospectus contained therein, any amendment or supplement
thereto or any document incident to registration or qualification of any
Registrable Units, or are caused by the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading or, with respect to any Prospectus, necessary
to make the statements therein in light of the circumstances under which they
were made not misleading, or any violation by the Company of the Securities Act
or state securities or blue sky laws applicable to the Company and relating to
action or inaction required of the Company in connection with such registration
or qualification under such state securities or blue sky laws, and the Company
shall promptly reimburse Investor, such underwriter, such
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broker, such controlling Person or such Representatives for any reasonable legal
or other expenses incurred by any of them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
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that the Company shall not be liable to any such Person to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
said Registration Statement, preliminary Prospectus, amendment, supplement or
document incident to registration or qualification of any Registrable Units in
reliance upon and in conformity with written information furnished to the
Company by such Person, or a Person duly acting on their behalf, specifically
for use in the preparation thereof; provided further, however, that the
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foregoing indemnity agreement is subject to the condition that, insofar as it
relates to any untrue statement, allegedly untrue statement, omission or alleged
omission made in any preliminary Prospectus but eliminated or remedied in the
final Prospectus (filed pursuant to Rule 424 of the Securities Act), such
indemnity agreement shall not inure to the benefit of any indemnified party from
whom the Person asserting any loss, claim, damage, liability or expense
purchased the Registrable Units which are the subject thereof, if a copy of such
final Prospectus had been timely made available to such Indemnified Person and
such final Prospectus was not delivered to such Person with or prior to the
written confirmation of the sale of such Registrable Units to such Person.
(b) In connection with any registration of Registrable Units
under the Securities Act pursuant to this Agreement, Investor shall indemnify
and hold harmless (in the same manner and to the same extent as set forth in the
paragraph (a) of this Section 6) the Company, each underwriter or broker
involved in such offering, each other seller of Common Units under such
Registration Statement, each Person who controls any of the foregoing Persons
within the meaning of the Securities Act and any Representative of the foregoing
Persons with respect to any statement or omission from such Registration
Statement, any preliminary Prospectus or final Prospectus contained therein, any
amendment or supplement thereto or any document incident to registration or
qualification of any Registrable Units, if such statement or omission was made
in reliance upon and in conformity with written information furnished to the
Company or such underwriter by Investor or a Person duly acting on their behalf
specifically for use in connection with the preparation of such Registration
Statement, preliminary Prospectus, final Prospectus, amendment or supplement;
provided, however, that the maximum amount of liability in respect of such
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indemnification shall be limited to an amount equal to the proceeds actually
received by Investor from the sale of Registrable Units effected pursuant to
such registration.
(c) Promptly after receipt by an indemnified party of notice of
the commencement of any action involving a claim referred to in the preceding
paragraphs of this Section 6, such indemnified party will, if a claim in respect
thereof is made against an indemnifying party, give written notice to the latter
of the commencement of such action (provided however, that an indemnified
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party's failure to give such notice in a timely manner shall only relieve the
indemnification obligations of an indemnifying party to the extent such
indemnifying party is prejudiced by such failure). In case any such action is
brought against an indemnified party, the indemnifying party will be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof,
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the indemnifying party shall not be responsible for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof; provided, however, that if any indemnified party shall have reasonably
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concluded, based upon advice of its counsel, that there may be one or more legal
or equitable defenses available to such indemnified party which are in addition
to or conflict with those available to the indemnifying party, or that such
claim or litigation involves or could have an effect upon matters beyond the
scope of the indemnity agreement provided in this Section 6, the indemnifying
party shall not have the right to assume the defense of such action on behalf of
such indemnified party and such indemnifying party shall reimburse such
indemnified party and any Person controlling such indemnified party for that
portion of the fees and expenses of any one lead counsel (plus appropriate
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special and local counsel) retained by the indemnified party which are
reasonably related to the matters covered by the indemnity agreement provided in
this Section 6.
(d) If the indemnification provided for in this Section 6 is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, claim, damage or liability referred to herein, then
the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amounts paid or payable by such indemnified
party as a result of such loss, claim, damage or liability in such proportion as
is appropriate to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other hand in connection with the
statements or omissions which resulted in such loss, claim, damage or liability
as well as any other relevant equitable considerations; provided, however, that
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the maximum amount of liability in respect of such contribution shall be
limited, in the case of each seller of Registrable Units, to an amount equal to
the proceeds actually received by such seller from the sale of Registrable Units
effected pursuant to such registration. The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
(e) The indemnification and contribution provided for under this
Agreement will remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party and will survive the Transfer of
securities.
SECTION 7. Underwriting Agreement.
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(a) Notwithstanding the provisions of Sections 3 and 6, to the
extent that Investor shall enter into an underwriting or similar agreement,
which agreement contains provisions covering one or more issues addressed in
such Sections of this Agreement, the provisions contained in such Sections of
this Agreement addressing such issue or issues shall be of no force or effect
with respect to such registration, but this provision shall not apply to the
Company if the Company is not a party to the underwriting or similar agreement.
(b) Investor may not participate in any registration hereunder
that is underwritten unless Investor agrees to (i) sell Investor's Registrable
Units proposed to be included therein on the basis provided in any underwriting
arrangements acceptable to the
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Company and Investor and (ii) as expeditiously as possible, notify the Company
of the occurrence of any event concerning Investor as a result of which the
Prospectus relating to such registration contains an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
SECTION 8. Suspension. Anything contained in this Agreement to
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the contrary notwithstanding, the Company may (not more than once with respect
to each registration), by notice in writing to Investor, require Investor to
suspend, for up to 90 days (the "Suspension Period"), the use of any Prospectus
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included in a Registration Statement filed under Section 2 if a Material
Transaction exists that would require an amendment to such Registration
Statement or supplement to such Prospectus (including any such amendment or
supplement made through incorporation by reference to a report filed under
Section 13 of the Exchange Act). The period during which such Prospectus must
remain effective shall be extended by a period equal to the Suspension Period.
The Company may (but shall not be obligated to) withdraw the effectiveness of
any Registration Statement subject to this provision.
SECTION 9. Information by Investor. Investor shall furnish to the
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Company and the managing underwriter such written information regarding Investor
and the distribution proposed by Investor as the Company or the managing
underwriter may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification or compliance
referred to in this Agreement.
SECTION 10. Exchange Act Compliance. From and after the
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Registration Date or such earlier date as a registration statement filed by the
Company pursuant to the Exchange Act relating to any class of the Company's
securities shall have become effective, the Company shall comply with all of the
reporting requirements of the Exchange Act (whether or not it shall be required
to do so) and shall comply with all other public information reporting
requirements of the Commission which are conditions to the availability of Rule
144 for the sale of the Common Units. The Company shall cooperate with Investor
in supplying such information as may be necessary for Investor to complete and
file any information reporting forms presently or hereafter required by the
Commission as a condition to the availability of Rule 144.
SECTION 11. No Conflict of Rights. The Company represents and
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warrants to Investor that the registration rights granted to Investor hereby do
not conflict with any other registration rights granted by the Company. The
Company shall not, after the date hereof, grant any registration rights which
conflict with or impair, or have any priority over, the registration rights
granted hereby. In any underwritten Public Offering, the managing underwriter
shall be a nationally recognized investment banking firm selected by the
Company, and reasonably acceptable to Investor if Investor would have the right
(prior to giving effect to any cutbacks) to include Registrable Units in such
Public Offering.
SECTION 12. Termination. This Agreement shall terminate and be of
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no further force or effect when there shall not be any Registrable Units;
provided however, that Sections 5 and 6 shall survive the termination of this
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Agreement.
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SECTION 13. Successors and Assigns. This Agreement shall bind and
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inure to the benefit of the Company and Investor and heir respective successors
and permitted assigns.
SECTION 14. No Assignment. Investor may not assign its rights
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hereunder to any purchaser from such Investor of Restricted Securities.
SECTION 15. Entire Agreement. This Agreement contains the entire
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agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings with respect hereto, all of
which are hereby terminated in their entirety and of no further force or effect.
SECTION 16. Notices. All notices, requests, consents and other
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communications hereunder to any party shall be deemed to be sufficient if
contained in a written instrument and shall be deemed to have been duly given
when delivered in person, by telecopy, by overnight courier, or by first class
registered or certified mail, postage prepaid, addressed to such party at the
address set forth below or such other address as may hereafter be designated in
writing by the addressee to the sender:
(i) if to the Company, to:
Inergy, L.P.
1101 Walnut Street, Suite 1500
Kansas City, MO 64106
Telephone: 816.842.8181
FAX: 816.842.1904
Attention: John J. Sherman
(ii) if to Investor, to:
IPCH Acquisition Corp.
1101 Walnut Street, Suite 1500
Kansas City, MO 64106
Telephone: 816.842.8181
FAX: 816.842.1904
Attention: John J. Sherman
All such notices, requests, consents and other communications shall be deemed to
have been delivered (a) in the case of personal delivery or telecopy, on the
date of such delivery, (b) in the, case of overnight courier, on the next
business day, and (c) in the case of mailing, on the fifth business day
following such mailing.
SECTION 17. Modifications; Amendments; Waivers. The terms and
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provisions of this Agreement may not be modified or amended, nor may any
provision applicable to the Investor be waived, except pursuant to a writing
signed by the Company, and Investor.
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SECTION 18. Headings. The headings of the various sections of
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this Agreement have been inserted for convenience of reference only and shall
not be deemed to be a part of this Agreement.
SECTION 19. Severability. It is the desire and intent of the
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parties that the provisions of this Agreement be enforced to the fullest extent
permissible under the law and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, if any provision of this Agreement
would be held in any jurisdiction to be invalid, prohibited or unenforceable for
any reason, such provision, as to such jurisdiction, shall be ineffective,
without invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so
as not to be invalid, prohibited or unenforceable in such jurisdiction, it
shall, as to such jurisdiction, be so narrowly drawn, without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.
SECTION 20. Governing Law; Etc. All questions concerning the
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construction, interpretation and validity of this Agreement shall be governed by
and construed and enforced in accordance with the domestic laws of the State of
Delaware, without giving effect to any choice or conflict of law provision or
rule (whether in the State of Delaware or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of
Delaware. In furtherance of the foregoing, the internal law of the State of
Delaware will control the interpretation and construction of this Agreement,
even if under such jurisdiction's choice of law or conflict of law analysis, the
substantive law of some other jurisdiction would ordinarily apply.
SECTION 21. Counterparts; Validity. This Agreement may be
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executed in any number of counterparts, each of which shall be an original, but
all of which taken together shall constitute one and the same agreement, and
telecopied signatures shall be effective.
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IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement on the date first written above.
INERGY, L.P.
By: /s/ John J. Sherman
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Name: John J. Sherman
Title: President
IPCH ACQUISITION CORP.
By: /s/ John J. Sherman
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Name: John J. Sherman
Title: President
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