Exhibit 4.2
THIS NOTE IS BEING ISSUED WITH
ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE, THE TOTAL
AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO
MATURITY OF THIS SECURITY, PLEASE CONTACT THE CHIEF FINANCIAL
OFFICER OF INERGY, L.P. AT TWO BRUSH CREEK BOULEVARD, SUITE 200,
KANSAS CITY, MISSOURI 64112 (OR TELEPHONE HIM AT
(816) 842-8181).
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO AN
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF
DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
THIS NOTE (OR ITS PREDECESSOR) WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE
IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THIS NOTE AGREES FOR
THE BENEFIT OF INERGY, L.P. AND INERGY FINANCE CORP. THAT
(A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) TO AN ISSUER, (II) IN THE UNITED STATES
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN
EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND
(B) THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY SUBSEQUENT PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.
2
INERGY, L.P.
INERGY FINANCE
CORP.
CUSIP No. 45661TAF8
ISIN No. US45661TAF84
8.75% Senior Note due
2015
Inergy, L.P., a Delaware limited
partnership, and Inergy Finance Corp., a Delaware corporation,
jointly and severally promise to pay to Cede & Co., or
registered assigns, the principal sum of Two Hundred Twenty Four
Million Seven Hundred Fifteen Thousand Dollars on March 1,
2015 or such greater or lesser amount as may be indicated on
Schedule A hereto.
Interest Payment Dates: March 1
and September 1.
Record Dates: February 15 and
August 15.
Additional provisions of this Note
are set forth on the other side of this Note.
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I
NERGY , L.P.
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B
Y :
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NERGY GP, LLC, ITS M ANAGING G ENERAL P ARTNER
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By:
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Name:
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Title:
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I
NERGY F INANCE C ORP .
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By:
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Name:
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Title:
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3
TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
U.S. B ANK N ATIONAL A SSOCIATION ,
as Trustee, certifies
that
this is one of the Notes
referred to in the
Indenture.
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By
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Authorized Signatory
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Dated:
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4
[REVERSE SIDE OF RULE 144A BOOK-ENTRY GLOBAL
NOTE]
8.75% Senior Note due
2015
Capitalized terms used herein but
not defined shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.
1. Interest . Inergy, L.P., a
Delaware limited partnership (the “Company”), and
Inergy Finance Corp., a Delaware corporation (the “Finance
Corp.” and, together with the Company, the
“Issuers”), jointly and severally promise to pay
interest on the principal amount of this Note at 8.75% per
annum from February 2, 2009 until maturity and shall pay the
Additional Interest payable pursuant to Section 2(d) of the
Registration Rights Agreement referred to below. The Issuers will
pay interest and Additional Interest, if any, semi-annually in
arrears on March 1 and September 1 of each year,
commencing September 1, 2009, or if any such day is not a
Business Day, on the next succeeding Business Day (each an
“Interest Payment Date”). Interest on the Notes will
accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of original
issuance; provided that if there is no existing Default or Event of
Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date, except in
the case of the original issuance of Notes, in which case interest
shall accrue from the date of authentication. The Issuers shall pay
interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal and premium, if any, from
time to time on demand at a rate that is the rate then in effect;
it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of
interest and Additional Interest (without regard to any applicable
grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.
2. Method of Payment . The
Issuers will pay interest on the Notes (except defaulted interest)
and Additional Interest to the Persons who are registered Holders
of Notes at the close of business on the February 15 or
August 15 next preceding the Interest Payment Date, even if
such Notes are cancelled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.11
of the Indenture with respect to defaulted interest. Holders must
surrender Notes to the Paying Agent to collect payments of
principal and premium, if any, together with accrued and unpaid
interest and Additional Interest, if any, due at maturity. The
Notes will be payable as to principal, premium, if any, interest
and Additional Interest, if any, at the office or agency of the
Issuers maintained for such purpose within the City and State of
New York, or, at the option of the Issuers, payment of interest and
Additional Interest may be made by check mailed to the Holders at
their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds will
be required with respect to any amounts due on all Global Notes and
all other Notes the Holders of which shall have provided wire
transfer instructions to the Issuers or the Paying Agent. Such
payment shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts.
3. Paying Agent and Registrar
. Initially, U.S. Bank National Association, the Trustee under the
Indenture, will act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such
capacity.
5
4. Indenture . The Issuers
issued the Notes under an Indenture dated as of February 2,
2009 (“Indenture”) among the Issuers, the Guarantors
and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code §§
77aaa-77bbbb). The Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such
terms. The Notes are unsecured senior obligations of the Issuers
limited to $225,000,000 aggregate principal amount in the case of
Notes issued on the Initial Issuance Date (as defined in the
Indenture).
5. Optional Redemption
.
(a) Except as set forth in
subparagraph (b) of this Paragraph 5, the Issuers shall not
have the option to redeem the Notes prior to March 1, 2013. On
or after March 1, 2013, the Issuers shall have the option to
redeem the Notes, in whole or in part at any time, upon prior
notice as set forth in Paragraph 8, at the redemption prices
(expressed as percentages of principal amount) set forth below,
plus accrued and unpaid interest and Additional Interest, if any,
to the applicable redemption date (subject to the right of Holders
of record on the relevant record date to receive interest due on an
Interest Payment Date that is on or prior to the redemption date),
if redeemed during the twelve-month period beginning on
March 1 of the years indicated below:
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PERCENTAGE
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2013
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104.375
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%
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2014
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100.000
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%
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(b) Notwithstanding the provisions
of subparagraph (a) of this Paragraph 5, at any time prior to
March 1, 2012, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes
(including any Additional Notes) issued under the Indenture at a
redemption price of 108.750% of the principal amount thereof, plus
accrued and unpaid interest and Additional Interest, if any,
thereon to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on an
Interest Payment Date that is on or prior to the redemption date),
with the net cash proceeds of one or more Equity Offerings by the
Company; provided that (i) at least 65% of the aggregate
principal amount of Notes (including any Additional Notes) issued
under the Indenture remains outstanding immediately after the
occurrence of each such redemption (excluding any Notes held by the
Company and its Subsidiaries) and (ii) each such redemption
occurs within 150 days of the date of the closing of each such
Equity Offering.
6. Mandatory Redemption
.
Except as set forth in Paragraph 7
below, neither of the Issuers shall be required to make mandatory
redemption or sinking fund payments with respect to the Notes or to
repurchase the Notes at the option of the Holders.
6
7. Repurchase at Option of
Holder .
(a) Within 30 days following the
occurrence of a Change of Control, the Company shall make an offer
(a “Change of Control Offer”) to repurchase all or any
part (equal to $2,000 or an integral multiple of $1,000 in excess
thereof) of each Holder’s Notes at a purchase price equal to
101% of the aggregate principal amount of Notes repurchased, plus
accrued and unpaid interest and Additional Interest, if any, to the
date of settlement (the “Change of Control Settlement
Date”), subject to the right of Holders of record on the
relevant record date to receive interest due on an Interest Payment
Date that is on or prior to the Change of Control Settlement Date.
Within 30 days following a Change of Control, the Company shall
mail a notice of the Change of Control Offer to each Holder and the
Trustee describing the transaction that constitutes the Change of
Control and setting forth the procedures governing the Change of
Control Offer as required by Section 4.15 of the
Indenture.
(b) On the 361st day after an Asset
Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0
million, the Company shall commence an offer to all Holders of
Notes (an “Asset Sale Offer”) pursuant to
Section 3.09 of the Indenture, and to all holders of any Pari
Passu Indebtedness then outstanding, to purchase the maximum
principal amount of Notes and such Pari Passu Indebtedness that may
be purchased out of the Excess Proceeds, at an offer price in cash
in an amount equal to 100% of the principal amount of the Notes
plus accrued and unpaid interest and Additional Interest, if any,
thereon to the date of settlement, subject to the right of Holders
of record on the relevant record date to receive interest due on an
Interest Payment Date that is on or prior to the Change of Control
Settlement Date, in accordance with the procedures set forth in the
Indenture. If any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Company may use such remaining Excess
Proceeds for any purpose not otherwise prohibited by the Indenture.
If the aggregate principal amount of Notes surrendered by Holders
thereof and Pari Passu Indebtedness surrendered by holders or
lenders, collectively, exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and Pari Passu Indebtedness to be
purchased on a pro rata basis (with such adjustments as may be
deemed appropriate by the Trustee so that only Notes in
denominations of $2,000, or integral multiples of $1,000 in excess
thereof, shall be purchased) on the basis of the aggregate
principal amount of tendered Notes and Pari Passu Indebtedness.
Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related
purchase date and may elect to have such Notes purchased by
completing the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Notes.
8. Notice of Redemption .
Notice of redemption will be mailed at least 30 days but not more
than 60 days (except as otherwise provided in the Indenture if the
notice is issued in connection with a Legal Defeasance, Covenant
Defeasance or Discharge) before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. If mailed
in the manner provided for in Section 3.03 of the Indenture,
the notice of redemption shall be conclusively presumed to have
been given whether or not a Holder receives such notice. Failure to
give timely notice or any defect in the notice shall not affect the
validity of the redemption. Notes in denominations larger than
$2,000 may be redeemed in part but only in whole multiples of
$1,000 in excess thereof, unless all of the Notes held by a Holder
are to be redeemed. On and after the redemption date interest and
Additional Interest, if any, cease to accrue on Notes or portions
thereof called for redemption.
7
9. Denominations, Transfer,
Exchange . The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess
thereof. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents, and the Company
may require a Holder to pay any taxes due on transfer or exchange.
The Issuers need not exchange or register the transfer of any Note
or portion of a Note selected for redemption, except for the
unredeemed portion of any Note being redeemed in part. Also, they
need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be
redeemed.
10. Persons Deemed Owners .
The registered Holder of a Note may be treated as its owner for all
purposes.
11. Amendment, Supplement and
Waiver . Subject to certain exceptions, the Indenture or the
Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then
outstanding Notes, and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the
then outstanding Notes. Without the consent of any Holder of a
Note, the Indenture or the Notes may be amended or supplemented
(1) to cure any ambiguity, defect or inconsistency,
(2) to provide for uncertificated Notes in addition to or in
place of certificated Notes, (3) to provide for the assumption
of an Issuer’s obligations to Holders of the Notes pursuant
to Article 5 of the Indenture, (4) to make any change that
would provide any additional rights or benefits to the Holders of
the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, provided that any change to
conform the Indenture to the Offering Memorandum shall not be
deemed to adversely affect the legal rights under the Indenture of
any Holder, (5) to secure the Notes or the Subsidiary
Guarantees pursuant to Section 4.12 of the Indenture or
otherwise, (6) to provide for the issuance of Additional Notes
in accordance with the limitations set forth in the Indenture,
(7) to add any additional Guarantor with respect to the Notes
or to evidence the release of any Guarantor from its Subsidiary
Guarantee, in each case as provided in the Indenture, (8) to
comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust
Indenture Act or (9) to evidence or provide for the acceptance
of appointment under the Indenture of a successor
Trustee.
12. Defaults and Remedies .
Events of Default include: (i) default for 30 days in the
payment when due of interest or Additional Interest, if any, on the
Notes; (ii) default in payment when due of the principal of or
premium, if any, on the Notes when due at Stated Maturity, upon
optional redemption, upon required repurchase, upon declaration or
otherwise; (iii) failure by the Company to comply with
Section 3.09, 4.10, 4.15 or 5.01 of the Indenture;
(iv) failure by the Company for 90 days after notice to comply
with Section 4.03 of the Indenture; (v) failure by the
Company for 60 days after notice to comply with any of its other
agreements in the Indenture or the Notes; (vi) default under
any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by
the Company or any of its Restricted Subsidiaries), whether such
Indebtedness or guarantee now exists or is created after the
Initial Issuance Date, if such default (a) is caused by a
failure to pay principal of, or premium or interest, if any, on
such Indebtedness prior to the expiration of any
8
grace period provided in such Indebtedness (a
“Payment Default”) or (b) results in the
acceleration of such Indebtedness prior to its Stated Maturity and,
in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates in excess of $15.0
million provided that if any such default is cured or waived or any
such acceleration rescinded, or such Indebtedness is repaid, within
a period of 30 days from the continuation of such default beyond
the applicable grace period or the occurrence of such acceleration,
as the case may be, such Event of Default and any consequential
acceleration of the Notes shall be automatically rescinded, so long
as such rescission does not conflict with any judgment or decree;
(vii) failure by the Company or any of its Subsidiaries to pay
final judgments aggregating in excess of $15.0 million, which
judgments are not paid, discharged or stayed for a period of 60
days; (viii) except as permitted by the Indenture, any
Subsidiary Guarantee is held in any judicial proceeding to be
unenforceable or invalid or ceases for any reason to be in full
force and effect or any Guarantor, or any Person acting on behalf
of any Guarantor, denies or disaffirms its obligations under its
Subsidiary Guarantee; and (ix) certain events of bankruptcy,
insolvency or reorganization with respect to the Company, Finance
Corp., any of the Company’s Restricted Subsidiaries that is a
Significant Subsidiary of the Company or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute
a Significant Subsidiary of the Company as specified in
Section 6.01(i) or 6.01(j) of the Indenture. If any Event of
Default occurs and is continuing, the Trustee, by notice to the
Issuers, or the Holders of at least 25% in principal amount of the
then outstanding Notes, by notice to the Issuers and the Trustee,
may declare all the Notes to be due and payable immediately.
Notwithstanding the preceding, in the case of an Event of Default
arising from such events of bankruptcy, insolvency or
reorganization described in Section 6.01(i) or 6.01(j) of the
Indenture, all outstanding Notes will become due and payable
without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject
to certain limitations, Holders of a majority in principal amount
of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power conferred on it. The Trustee may
withhold from Holders of the Notes notice of any continuing Default
or Event of Default (except a Default or Event of Default relating
to the payment of principal, interest, premium or Additional
Interest) if it determines that withholding notice is in their
interest. The Holders of a majority in principal amount of the
Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event
of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of the
principal of or premium, interest or Additional Interest, if any,
on the Notes. The Issuers are required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and,
so long as any Notes are outstanding, the Issuers are required upon
becoming aware of any Default or Event of Default, to deliver to
the Trustee a statement specifying such Default or Event of
Default.
13. Defeasance and Discharge
. The Notes are subject to defeasance and discharge upon the terms
and conditions specified in the Indenture.
14. No Recourse Against
Others . Neither General Partner, nor any past, present or
future director, officer, partner, employee, incorporator, manager
or unitholder or other owner of Capital Stock of the Issuers, the
General Partners or any Guarantor, as such, shall have any
liability for any obligations of the Issuers or any Guarantor under
the Notes, the Subsidiary
9
Guarantees or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all
such liability. The waiver and release are part of the
consideration for the issuance of the Notes.
15. Authentication . This
Note shall not be valid until authenticated by the manual signature
of an authorized signatory of the Trustee or an authenticating
agent.
16. Abbreviations . Customary
abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and
not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).
17. Additional Rights of Holders
of Transfer Restricted Securities . In addition to the rights
provided to Holders of Notes under the Indenture, Holders of
Transfer Restricted Securities shall have all the rights set forth
in the Registration Rights Agreement dated as of February 2,
2009, among the Issuers, the Guarantors and the Initial Purchasers
(the “Registration Rights Agreement”).
18. CUSIP Numbers . Pursuant
to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuers have caused CUSIP
numbers and corresponding ISIN numbers to be printed on the Notes
and the Trustee may use CUSIP numbers in notices of redemption as a
convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.
19. Governing Law . THE
INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
20. Successors . In the event
a successor assumes all the obligations of an Issuer under the
Notes and the Indenture, pursuant to the terms thereof, such Issuer
will be released from all such obligations.
The Company will furnish to any
Holder upon written request and without charge a copy of the
Indenture or the Registration Rights Agreement. Requests may be
made to:
Inergy, L.P.
Two Brush Creek Boulevard, Suite
200
Kansas City, Missouri
64112
Attention: Chief Financial
Officer
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ASSIGNMENT FORM
To assign this Note, fill in the
form below:
I or we assign and transfer this
Note to
Print or type assignee’s name, address and
zip code)
(Insert assignee’s soc. sec. or tax I.D.
No.)
and irrevocably appoint
agent to transfer this Note on the books of the Issuers. The agent
may substitute another to act for him.
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Date:
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Your Signature:
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Sign exactly as
your name appears on the other side of this Note.
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Signature
Guarantee:
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(Signature must
be guaranteed)
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Signatures must be guaranteed by an
“eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by
the Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as
amended.
In connection with any transfer of
any of the Notes evidenced by this certificate occurring prior to
the expiration of the period referred to in Rule 144(k) under the
Securities Act after the later of the date of original issuance of
such Notes and the last date, if any, on which such Notes were
owned by the Company or any Affiliate of the Company (or, in the
case of Regulation S Notes, prior to the expiration of the
Distribution Compliance Period), the undersigned confirms that such
Notes are being transferred in accordance with its
terms:
CHECK ONE BOX BELOW
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(1)
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¨
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to an Issuer;
or
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(2)
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¨
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pursuant to an
effective registration statement under the Securities Act of 1933;
or
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(3)
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¨
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inside the
United States to a person who the undersigned reasonably believes
is a “qualified institutional buyer” (a
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