0001193125-10-009850 Sample Contracts

INERGY, L.P. 5,000,000 Common Units UNDERWRITING AGREEMENT
Underwriting Agreement • January 21st, 2010 • Inergy L P • Retail-nonstore retailers • New York

The undersigned, Inergy, L.P., a Delaware limited partnership (the “Partnership”), Inergy Propane, LLC, a Delaware limited liability company (the “Operating Company”), and Inergy Midstream, LLC, a Delaware limited liability company (“Midstream,” collectively with the Partnership and the Operating Company, 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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