0001193125-05-166861 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among INERGY, L.P. and INERGY HOLDINGS, L.P.
Registration Rights Agreement • August 12th, 2005 • Inergy Holdings, L.P. • Retail-retail stores, nec • Delaware

This Agreement is made in connection with the Closing of the issuance and sale of the Special Units pursuant to the Special Unit Purchase Agreement, dated as of August 9, 2005, by and among Inergy and the Purchaser (the “Purchase Agreement”). Inergy has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchaser of the Special Units pursuant to Section 2.05(i) of the Purchase Agreement. In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:

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CREDIT AGREEMENT dated as of August 9, 2005 between INERGY HOLDINGS, L.P. and SOUTHWEST BANK OF ST. LOUIS
Credit Agreement • August 12th, 2005 • Inergy Holdings, L.P. • Retail-retail stores, nec • Missouri

This Credit Agreement is made as of August 9, 2005, by and between INERGY HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), with its chief executive office located at Two Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112, and SOUTHWEST BANK OF ST. LOUIS, a Missouri banking corporation (the “Bank”), with an office located at 2301 S. Kingshighway Blvd., St. Louis, Missouri 63110.

SPECIAL UNIT PURCHASE AGREEMENT by and between INERGY, L.P. and INERGY HOLDINGS, L.P.
Special Unit Purchase Agreement • August 12th, 2005 • Inergy Holdings, L.P. • Retail-retail stores, nec • Delaware

This SPECIAL UNIT PURCHASE AGREEMENT, dated as of August 9, 2005 (this “Agreement”), is by and between INERGY, L.P., a Delaware limited partnership (“Inergy”), and INERGY HOLDINGS, L.P., a Delaware limited partnership and affiliate of Inergy (“Purchaser”).

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