CREDIT AGREEMENT dated as of December 21, 2011 among INERGY MIDSTREAM, L.P. as the Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, SUNTRUST BANK and WELLS FARGO BANK, N.A., as Co- Syndication Agents, and BANK...Credit Agreement • December 22nd, 2011 • Inergy Midstream, L.P. • Natural gas transmission • New York
CREDIT AGREEMENT (this “Agreement”) dated as of December 21, 2011 among INERGY MIDSTREAM, L.P., the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, SUNTRUST BANK and WELLS FARGO BANK, N.A., as Co-Syndication Agents, and BANK OF AMERICA, N.A., as Documentation Agent.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NRGM GP, LLCLimited Liability Company Agreement • December 22nd, 2011 • Inergy Midstream, L.P. • Natural gas transmission • Delaware
This AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT of NRGM GP, LLC, a Delaware limited liability company (the “Company”), dated as of December 21, 2011, is entered into by Inergy Midstream Holdings, L.P., a Delaware limited partnership (“Midstream Holdings”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
OMNIBUS AGREEMENT among INERGY GP, LLC, INERGY, L.P., NRGM GP, LLC, and INERGY MIDSTREAM, L.P.Omnibus Agreement • December 22nd, 2011 • Inergy Midstream, L.P. • Natural gas transmission
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), among Inergy GP, LLC, a Delaware limited liability company (“NRGY GP”), Inergy, L.P., a Delaware limited partnership (“NRGY”), 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.”
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 December 21, 2011Contribution, Conveyance and Assumption Agreement • December 22nd, 2011 • Inergy Midstream, L.P. • Natural gas transmission
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT dated as of December 21, 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.
TAX SHARING AGREEMENT BY AND AMONG INERGY, L.P. AND INERGY MIDSTREAM, L.P. December 21, 2011Tax Sharing Agreement • December 22nd, 2011 • Inergy Midstream, L.P. • Natural gas transmission • Delaware
Tax Sharing Agreement (the “Agreement”), dated this 21st day of December, 2011, by and among INERGY, L.P. (“NRGY”), a Delaware limited partnership, and INERGY MIDSTREAM, L.P. (“NRGM”), a Delaware limited partnership.
ASSIGNMENT AND ASSUMPTIONAssignment and Assumption • December 22nd, 2011 • Inergy Midstream, L.P. • Natural gas transmission
Reference is made to the Promissory Note, (the “Promissory Note”), between Inergy, L.P. (the “Borrower” or “Assignor”), and JPMorgan Chase Bank, N.A. (the “Lender”). Unless otherwise defined herein, terms defined in the Promissory Note and used herein shall have the meanings given to them in the Promissory Note.
