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Interest Purchase Agreement

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Title:

Interest Purchase Agreement

Entities:

Inergy, L.P.; Lehman Brothers Inc.; McDonald Investments Inc.; Star Gas Partners LP; Skadden, Arps, Slate, Meagher & Flom LLP; Stinson Morrison Hecker

Date:

2004

Size:

Preview shows 62KB of 185KB total

Price:

$53

ID:

#909731

► Purchase & Sale ► Purchase ► Interest Purchase Agreements
► Energy ► Oil & Gas Operations
► Financial
► Services ► Legal

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INTEREST PURCHASE AGREEMENT

among

STAR GAS PARTNERS, L.P.

and

STAR GAS LLC

(initially, as the Sellers),

INERGY PROPANE, LLC

(as Buyer)

and

INERGY, L.P.

(as Guarantor)

(November 18, 2004)

TABLE OF CONTENTS


		Page
ARTICLE 1. DEFINITIONS		1
1.1	Certain Terms Defined	1
1.2	Certain Interpretive Matters	7

ARTICLE 2. PURCHASE OF OPERATING COMPANY AND STELLAR PROPANE		8
2.1	Stellar Propane Merger	8
2.2	Sale of Stellar Propane to the Operating Company	9
2.3	Star/Petro Distribution	9
2.4	Creation of New Buyer GP; Purchase of General Partner Interest	9
2.5	Purchase of Limited Partner Interest	10

ARTICLE 3. PURCHASE PRICE		10
3.1	Aggregate Purchase Price	10
3.2	Working Capital Adjustment	10
3.3	Results of Interim Operations	11
3.4	Allocation of Purchase Price	11

ARTICLE 4. CLOSING		12
4.1	Closing Date	12
4.2	Transfers of Interests	12
4.3	Payments by Buyer	12
4.4	Noncompetition Agreement	12
4.5	Transition Services Agreement	12
4.6	Cessation of Use of Name	12
4.7	Sales and Transfer Taxes	13

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF SELLER		13
5.1	Organization; Due Qualification	13
5.2	Authority; Binding Effect	13
5.3	No Creation of Violation, Default, Breach or Encumbrance	14
5.4	No Present Default	14
5.5	Equity Interests	14
5.6	Approvals, Licenses and Authorizations	15
5.7	Compliance With Laws	16
5.8	SEC Reports; Financial Statements; Guarantees	16
5.9	Absence of Certain Events	17
5.10	Title to and Condition of Properties	17
5.11	Intangible Properties	18
5.12	Contracts and Commitments	19
5.13	Insurance	20
5.14	Tax Returns and Tax Audits	20
5.15	Books and Records	22


5.16	Litigation	23
5.17	Employee Benefit Plans	23
5.18	Employment Matters	25
5.19	Labor Union Matters	26
5.20	Business Names	27
5.21	Brokers and Finders	27
5.22	Environmental	27
5.23	Solvency	28
5.24	Use of Proceeds	28

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF BUYER		28
6.1	Organization; Documentation	28
6.2	Authority; Binding Effect	28
6.3	No Creation of Violation, Default, Breach or Encumbrance	29
6.4	Brokers and Finders	29
6.5	Investment	29
6.6	No Adverse Action	29
6.7	Approvals, Licenses and Authorizations	29
6.8	Due Diligence	29

ARTICLE 7. ACCESS TO INFORMATION BY BUYER		30
7.1	Prior to Closing	30
7.2	Public Information	30
7.3	Preservation of Information	31

ARTICLE 8. COVENANTS OF THE PARTIES		31
8.1	Actions Pending Closing	31
8.2	Satisfaction of Liabilities	33
8.3	Information	34
8.4	Further Assurances	34
8.5	Compliance	34
8.6	Delivery of Documents	34
8.7	Temporary License of the Star Gas Trademark	35
8.8	No Solicitation	35
8.9	Consent to Use of Financial Statements	37
8.10	HSR Act	37
8.11	Severance Obligations	38
8.12	Resignations	38
8.13	Benefit Plans	38
8.14	Litigation Retained by the Sellers	39
8.15	Parent Guaranty	39
8.16	Amendments to Organizational Documents	39
8.17	Environmental Assessments	39
8.18	Certificate of Limited Partnership	40


ARTICLE 9. CONDITIONS TO BUYERS OBLIGATION TO CONSUMMATE THE TRANSACTION		40
9.1	Compliance with Agreement	40
9.2	Representations and Warranties	40
9.3	No Material Adverse Effect	40
9.4	Good Standing	40
9.5	Third Party Consents	41
9.6	Certificates	41
9.7	Authorization	41
9.8	Opinions of Counsel	41
9.9	Other Agreements	41
9.10	Instruments of Transfer	42
9.11	Resignations	42
9.12	Waiting Periods	42
9.13	No Governmental Restraint	42
9.14	Special Closing Requirements	42

ARTICLE 10. CONDITIONS TO OBLIGATIONS OF THE SELLERS TO CONSUMMATE THE TRANSACTION		43
10.1	Compliance With Agreement	43
10.2	Representations and Warranties	43
10.3	Certificate	43
10.4	Opinion of Counsel	43
10.5	Other Agreements	44
10.6	Waiting Periods	44
10.7	No Governmental Restraint	44

ARTICLE 11. INDEMNIFICATION		44
11.1	The Sellers Indemnity	44
11.2	Buyers Indemnity	45
11.3	Special Hazardous Substances Indemnity	45
11.4	Procedure	47
11.5	Time Limitations	48
11.6	Limitations on Amount	49
11.7	Exclusive Remedy	49
11.8	Waiver of Punitive Damages	49
11.9	Losses Net of Insurance Proceeds	49

ARTICLE 12. SURVIVAL OF COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES; RIGHT OF OFFSET		49
12.1	Survival	49
12.2	Right of Offset	49

ARTICLE 13. EXPENSES		50

ARTICLE 14. TERMINATION		50
14.1	Termination	50
14.2	No Liability; Termination Fee	50
14.3	Notice of Termination	51

iii


ARTICLE 15. MISCELLANEOUS		51
15.1	Notices	51
15.2	Parties in Interest and Assignment	51
15.3	Modification	52
15.4	Waiver	52
15.5	Entire Agreement

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