0001193125-05-188369 Sample Contracts

INERGY, L.P. 6,500,000 Common Units UNDERWRITING AGREEMENT
Underwriting Agreement • September 20th, 2005 • Inergy L P • Retail-nonstore retailers • Ohio

The undersigned, Inergy, L.P., a Delaware limited partnership (the “Partnership”), Inergy Propane, LLC, a Delaware limited liability company (the “Operating Company”) and Inergy Acquisition Company, LLC, a Delaware limited liability company (“Acquisition Co.”, collectively with the Partnership, the “Inergy Parties”), hereby address you as the “Underwriters” and hereby confirm their respective agreements with the several Underwriters as set forth below.

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