FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among INERGY GP, LLC, INERGY, L.P., INERGY PROPANE, LLC, MGP GP, LLC, INERGY MIDSTREAM HOLDINGS, L.P., NRGM GP, LLC and INERGY MIDSTREAM, L.P. Dated as of , 2011Conveyance and Assumption Agreement • December 5th, 2011 • Inergy Midstream, L.P. • Natural gas transmission
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT dated as of , 2011 (this “Agreement”) is entered by and among Inergy GP, LLC, a Delaware limited liability company (“NRGY GP”), Inergy, L.P., a Delaware limited partnership (“NRGY”), Inergy Propane, LLC, a Delaware limited liability company (“Inergy Propane”), MGP GP, LLC, a Delaware limited liability company (“MGP GP”), Inergy Midstream Holdings, L.P., a Delaware limited partnership (“MGP”), NRGM GP, LLC, a Delaware limited liability company (the “General Partner”), and Inergy Midstream, L.P., a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
—] Common Units INERGY MIDSTREAM, L.P. COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENTLetter Agreement • December 5th, 2011 • Inergy Midstream, L.P. • Natural gas transmission • New York
The undersigned understands that you propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Inergy Midstream, L.P., a Delaware limited partnership (the “Partnership”), NRGM GP, LLC, a Delaware limited liability company (the “General Partner”) and Inergy, L.P., a Delaware limited partnership (“Inergy” and, collectively with the Partnership and the General Partner, the “Partnership Parties”) as
