0000950131-02-005008 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • December 26th, 2002 • Inergy L P • Retail-nonstore retailers • Missouri

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 11th day of September, 2002, by and between Inergy GP, LLC, a Delaware limited liability company (the “Company”), and R. Brooks Sherman Jr., an individual (the “Employee”).

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OPTION CONTRACT
Option Contract • December 26th, 2002 • Inergy L P • Retail-nonstore retailers • Delaware

THIS OPTION CONTRACT (this “Option Contract”), is made and entered into this 11th day of September, 2002 (the “Granting Date”), by and between INERGY HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and R. BROOKS SHERMAN JR. (the “Optionee”).

OPTION CONTRACT
Option Contract • December 26th, 2002 • Inergy L P • Retail-nonstore retailers • Delaware

THIS OPTION CONTRACT (this “Option Contract”), is made and entered into this 12th day of January, 2001 (the “Granting Date”), by and between INERGY HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and PHILLIP L. ELBERT (the “Optionee”).

WAIVER AND AMENDMENT NO. 3
Inergy L P • December 26th, 2002 • Retail-nonstore retailers • Missouri

WAIVER AND AMENDMENT NO. 3, dated as of October 1, 2002 (this “Amendment”), to the Fourth Amended and Restated Credit Agreement dated as of December 20, 2001 (as amended prior to the date hereof, the “Credit Agreement”), among INERGY PROPANE, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders party to the Credit Agreement (the “Lenders”), and WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a First Union National Bank), as administrative agent (in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement are used in this Agreement with their defined meanings unless otherwise defined herein.

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