0001193125-06-125145 Sample Contracts

INERGY HOLDINGS, L.P. 2,900,000 Common Units UNDERWRITING AGREEMENT
Underwriting Agreement • June 6th, 2006 • Inergy Holdings, L.P. • Retail-retail stores, nec • Ohio

The undersigned, Inergy Holdings, L.P., a Delaware limited partnership (the “Partnership”), hereby addresses you as the “Underwriters” and hereby confirms its agreements with the several Underwriters as set forth below. Citigroup Global Markets Inc. shall act as the representative of the Underwriters (the “Representative”).

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