0001193125-05-073280 Sample Contracts

Contract
Promissory Note • April 11th, 2005 • Inergy Holdings LLC • Retail-retail stores, nec • Missouri

THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATE TO THE PRIOR PAYMENT IN FULL OF CERTAIN SENIOR DEBT (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 5, 2004 IN FAVOR OF ENTERPRISE BANK & TRUST, AS THE SAME MAY BE AMENDED, RESTATED, CONSOLIDATED, REPLACED OR OTHERWISE MODIFIED FROM TIME TO TIME. THIS INSTRUMENT MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNTIL THE PURCHASER, ASSIGNEE OR TRANSFEREE HAS BECOME A PARTY TO AND BOUND BY SUCH SUBORDINATION AGREEMENT.

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FIRST AMENDMENT TO INTEREST PURCHASE AGREEMENT
Interest Purchase Agreement • April 11th, 2005 • Inergy Holdings LLC • Retail-retail stores, nec • Missouri

This First Amendment to Interest Purchase Agreement (this “Amendment”) is made and entered into as of March 30, 2005, between (“ ”) and Inergy Holdings, LLC, a Delaware limited liability company (“Holdings”).

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