8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

December 22, 2011 (December 21, 2011)

Date of Report (Date of earliest event reported)

INERGY, L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-34664	43-1918951
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

(Address of principal executive offices)

(816) 842-8181

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 21, 2011, Inergy Midstream, L.P. (the “Partnership”), a subsidiary of Inergy, L.P. (“NRGY”), completed its initial public offering (the “Offering”) of 18,400,000 common units representing limited partner interests in the Partnership (“Common Units”) at a price to the public of $17.00 per Common Unit pursuant to a Registration Statement on Form S-1, as amended (File No. 333-176445), initially filed by the Partnership with the U.S. Securities and Exchange Commission (the “Commission”) on August 24, 2011 pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The material provisions of the Offering are described in the prospectus, dated December 15, 2011, filed by the Partnership with the Commission on December 16, 2011 pursuant to Rule 424(b) under the Securities Act (the “Prospectus”). NRGY and its indirect wholly owned subsidiary, NRGM GP, LLC (the “General Partner”), formed the Partnership. The General Partner is the general partner of the Partnership.

Consent and Amendment No. 2 to Amended and Restated Credit Agreement

On December 21, 2011, NRGY entered into a Consent and Amendment No. 2 (the “Consent and Amendment No. 2”) by and among NRGY, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under the Amended and Restated Credit Agreement, dated as of November 24, 2009, as amended and restated as of February 2, 2011, by and among NRGY, the lenders party thereto and the Administrative Agent (the “Credit Agreement”). Under the Consent and Amendment No. 2, the Administrative Agent and the lenders granted their consent to NRGY taking the actions contemplated by the Offering, notwithstanding anything contained in any provisions of the Credit Agreement to the contrary. In addition, under the Consent and Amendment No. 2, the Administrative Agent, the lenders and NRGY agreed to amend the Credit Agreement to update certain provisions and mechanics of the Credit Agreement after giving effect to the actions contemplated by the Offering, including, without limitation, amending (i) the definition of “Consolidated EBITDA,” (ii) the definitions of “Subsidiary” and “Pledge Subsidiary,” (iii) the affirmative covenant requiring delivery of financial statements and (iv) the schedule of Existing Letters of Credit. The lenders also authorized the Administrative Agent to release the Partnership and its subsidiaries from their obligations under the subsidiary guaranty and to release any lien granted to or held by the Administrative Agent upon any collateral in respect of the Partnership and its subsidiaries.

The foregoing description of the Consent and Amendment No. 2 is qualified in its entirety by reference to the full text of the Consent and Amendment No. 2, which is filed as Exhibit 10.1 to this Form 8-K and incorporated into this Item 1.01 by reference.

Omnibus Agreement

On December 21, 2011, in connection with the closing of the Offering, the Partnership entered into an Omnibus Agreement (the “Omnibus Agreement”) by and among the Partnership, the General Partner, NRGY and Inergy GP, LLC, the general partner of NRGY (“NRGY GP”).

As described in the Prospectus, the Omnibus Agreement addresses certain aspects of the Partnership’s relationship with NRGY and NRGY GP, including: (i) the provision by NRGY to the Partnership of certain administrative services and employees, (ii) certain indemnification obligations, (iii) the Partnership’s use of the name “Inergy” and related marks and (iv) NRGY’s right to review and first option with respect to any business opportunities that are presented to the Partnership or to NRGY.

For a period of three years after the closing of the Offering, NRGY has agreed to indemnify the Partnership for certain environmental liabilities relating to the ownership and operation of the

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Partnership’s assets prior to the closing of the Offering. NRGY’s aggregate liability for these covered environmental liabilities will not exceed $15 million and amounts are only payable by NRGY after liabilities relating to such covered environmental losses have exceeded $100,000 and then only for such amounts in excess of $100,000. NRGY has agreed to indemnify the Partnership for certain environmental liabilities relating to the ownership and operation of Tres Palacios Gas Storage LLC (“Tres Palacios Gas Storage”) and US Salt, LLC, which amounts are similarly subject to a $100,000 threshold. NRGY will also indemnify the Partnership under certain circumstances (i) until the first day after the applicable statute of limitations, for certain federal, state and local income tax liabilities attributable to the ownership and operation of the Partnership’s assets or the Partnership’s formation transactions prior to the closing of the Offering; and (ii) for a period of three years after the closing of the Offering, the failure to have (A) all necessary consents and governmental permits and (B) valid and indefeasible easement rights, rights-of-way, leasehold and/or fee ownership interest in and to the lands on which the Partnership’s assets are located.

In addition, NRGY will indemnify the Partnership for liabilities arising under the purchase and sale agreement that the Partnership entered into in connection with the acquisition of Tres Palacios Gas Storage.

The Partnership has also agreed to indemnify NRGY, NRGY GP and their affiliates (other than the General Partner, the Partnership and the Partnership’s subsidiaries) for:

• certain environmental liabilities attributable to the ownership and operation of the Partnership’s assets, but only to the extent these covered environmental liabilities occur after the closing of the Offering. The Partnership’s aggregate liability for such covered environmental liabilities will not exceed $15 million and amounts are only payable by the Partnership after liabilities relating to these covered environmental losses have exceeded $100,000 and then only for such amounts in excess of $100,000; and

• losses suffered or incurred by NRGY by reason of or arising out of events and conditions associated with the operation of the Partnership’s assets that occur on or after the closing of the Offering (other than covered environmental losses, which are covered by the preceding bullet).

The foregoing description and the description of the Omnibus Agreement contained in the Prospectus are qualified in their entirety by reference to the full text of the Omnibus Agreement, which is filed as Exhibit 10.3 to this Form 8-K and incorporated into this Item 1.01 by reference.

Promissory Note and Assignment and Assumption Agreement

On December 21, 2011, in connection with the Offering, NRGY issued a $255 million unsecured Promissory Note (the “Promissory Note”) to JPMorgan Chase Bank, N.A., which the Partnership assumed immediately thereafter as partial consideration to NRGY in connection with the recapitalization of its interest in the Partnership pursuant to an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”). The borrowings under the Promissory Note were incurred by NRGY to repay, repurchase or redeem existing debt of NRGY. The Partnership repaid the Promissory Note in full with the net proceeds from the Offering and borrowings of approximately $2.7 million under its revolving credit facility, and the Promissory Note was retired immediately following the closing of the Offering.

The foregoing description of the Promissory Note and the Assignment and Assumption Agreement is qualified in its entirety by reference to the full text of the Promissory Note and the Assignment and Assumption Agreement, which are filed as Exhibit 10.5 and Exhibit 10.5A, respectively, to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

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Membership Interest Purchase Agreement

On December 21, 2011, in connection with the closing of the Offering, NRGY and Inergy Holdings GP, LLC (“Holdings GP”), the indirect owner of NRGY’s general partner, entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) under which, under certain circumstances, Holdings GP will be required to purchase from NRGY, and NRGY will be required to sell to Holdings GP, all of the membership interests in MGP GP, LLC, the entity that controls the General Partner, for nominal consideration. MGP GP, LLC is a wholly owned subsidiary of NRGY and the general partner of Inergy Midstream Holdings, L.P. (“MGP”), which is the sole member of the General Partner and direct holder of all of the Partnership’s incentive distribution rights.

Under the Membership Interest Purchase Agreement, Holdings GP is required to purchase MGP GP, LLC in the event that (i) a change of control of NRGY occurs at a time when NRGY is entitled to receive less than 50% of all cash distributed with respect to the Partnership’s limited partner interests and incentive distribution rights or (ii) through dilution or a distribution to the NRGY common unitholders of NRGY’s interests in the Partnership, NRGY is entitled to receive less than 25% of all cash distributed with respect to the Partnership’s limited partner interests and incentive distribution rights. Any such transaction must comply with the restrictions in any law, regulation or agreement then in effect and must not require NRGY to have to register as an investment company under the Investment Company Act of 1940. Either party may assign its rights and obligations under the agreement with the prior written consent of the other party.

The Membership Interest Purchase Agreement will automatically terminate if prior to a purchase event in clauses (i) or (ii) in the preceding paragraph, (A) a change of control of NRGY occurs prior to the time that NRGY is entitled to receive less than 50% of all cash distributed with respect to the Partnership’s limited partner interests and incentive distribution rights or (B) a change of control of the Partnership occurs prior to the time that NRGY is entitled to receive less than 25% of all cash distributed with respect to the Partnership’s limited partner interests and incentive distribution rights.

The foregoing description of the Membership Interest Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Membership Interest Purchase Agreement, which is attached as Exhibit 10.4 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Contribution Agreement

The description of the Contribution Agreement provided below under Item 2.01 (and as defined therein) is incorporated into this Item 1.01 by reference. A copy of the Contribution Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

Relationships

As more fully described in the section “Certain Relationships and Related Party Transactions” of the Prospectus, which is incorporated herein by reference, NRGY indirectly owns the General Partner and owns an aggregate of approximately 75.2% of the outstanding Common Units. In addition, the General Partner owns a non-economic general partner interest in the Partnership, and Inergy Midstream Holdings, L.P. (“MGP”), a subsidiary of NRGY, owns all of the Partnership’s incentive distribution rights.

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Item 2.01 Completion of Acquisition or Disposition of Assets.

Contribution Agreement

On December 21, 2011, in connection with the closing of the Offering, pursuant to the Contribution, Conveyance and Assumption Agreement by and among NRGY GP, NRGY, Inergy Propane, LLC, MGP GP, LLC, MGP, the General Partner and the Partnership (the “Contribution Agreement”), NRGY conveyed its initial limited partner interest in the Partnership to the Partnership, as a recapitalization of NRGY’s interest in the Partnership, in exchange for:

• 55,925,000 Common Units representing a 75.2% limited partner interest in the Partnership;

• the right to receive a distribution from the Partnership of $80 million as reimbursement of pre-formation capital expenditures with respect to the Partnership’s assets;

• the issuance to MGP of all of the incentive distribution rights in the Partnership;

• the Partnership’s assumption of the Promissory Note pursuant to the Assignment and Assumption Agreement; and

• the right to receive a distribution in the amount of $38,199,000 for the aggregate amount of cash contributed by the underwriters to the Partnership with respect to the 2,400,000 Common Units purchased by and issued to the underwriters in connection with their exercise in full of the over-allotment option.

Pursuant to the Contribution Agreement, the General Partner conveyed its initial general partner interest in the Partnership to the Partnership, as a recapitalization of its interest in the Partnership, in exchange for a non-economic general partner interest in the Partnership.

As a contribution of capital to the Partnership, NRGY also contributed to the Partnership all intercompany indebtedness that the Partnership owed to Inergy Propane, LLC as of December 21, 2011 (the “Intercompany Debt”), and the Intercompany Debt was cancelled.

The foregoing description of the Contribution Agreement is qualified in its entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this Item 2.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Consent and Amendment No. 2 provided above under Item 1.01 is incorporated into this Item 2.03 by reference.

The description of the Promissory Note provided above under Item 1.01 is incorporated into this Item 2.03 by reference.

The description of the Assignment and Assumption Agreement provided above under Item 1.01 is incorporated into this Item 2.03 by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Consent and Amendment No. 2, dated as of December 21, 2011, by and among Inergy, L.P., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, under the Amended and Restated Credit Agreement, dated as of November 24, 2009, as amended and restated as of February 2, 2011, by and among Inergy, L.P., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
10.2	Contribution, Conveyance and Assumption Agreement, dated December 21, 2011, 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.
10.3	Omnibus Agreement, dated December 21, 2011, by and among Inergy GP, LLC, Inergy, L.P., NRGM GP, LLC and Inergy Midstream, L.P.
10.4	Membership Interest Purchase Agreement, dated December 21, 2011, by and among Inergy, L.P. and Inergy Holdings GP, LLC.
10.5	Promissory Note, dated December 21, 2011, issued by Inergy, L.P., as borrower, in favor of JPMorgan Chase Bank, N.A.
10.5A	Assignment and Assumption Agreement, dated December 21, 2011, between Inergy, L.P., as assignor, and Inergy Midstream, L.P., as assignee, relating to the Promissory Note.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INERGY, L.P.
	By:	INERGY GP, LLC, its General Partner
Date: December 22, 2011	By:	/s/ Laura L. Ozenberger
		Laura L. Ozenberger
		Senior Vice President, General Counsel and Secretary

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Exhibit Index

Exhibit Number	Description
10.1	Consent and Amendment No. 2, dated as of December 21, 2011, by and among Inergy, L.P., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, under the Amended and Restated Credit Agreement, dated as of November 24, 2009, as amended and restated as of February 2, 2011, by and among Inergy, L.P., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
10.2	Contribution, Conveyance and Assumption Agreement, dated December 21, 2011, 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.
10.3	Omnibus Agreement, dated December 21, 2011, by and among Inergy GP, LLC, Inergy, L.P., NRGM GP, LLC and Inergy Midstream, L.P.
10.4	Membership Interest Purchase Agreement, dated December 21, 2011, by and among Inergy, L.P. and Inergy Holdings GP, LLC.
10.5	Promissory Note, dated December 21, 2011, issued by Inergy, L.P., as borrower, in favor of JPMorgan Chase Bank, N.A.
10.5A	Assignment and Assumption Agreement, dated December 21, 2011, between Inergy, L.P., as assignor, and Inergy Midstream, L.P., as assignee, relating to the Promissory Note.

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EX-10.1

Exhibit 10.1

EXECUTION COPY

CONSENT AND AMENDMENT NO. 2

Dated as of December 21, 2011

to

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of November 24, 2009, as amended and restated as of February 2, 2011

THIS CONSENT AND AMENDMENT NO. 2 (this “Consent and Amendment”) is made as of December 21, 2011 (the “Effective Date”) by and among Inergy, L.P. (the “Borrower”), the financial institutions listed on the signature pages hereof (collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of November 24, 2009, as amended and restated as of February 2, 2011, by and among the Borrower, the lenders party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent consent to certain transactions and agree to certain amendments to the Credit Agreement;

WHEREAS, the Lenders party hereto and the Administrative Agent have agreed to so consent and agree to such amendments on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to enter into this Consent and Amendment.

1. Consent. The Borrower has informed the Administrative Agent and the Lenders of its intent to enter into a series of transactions described in clauses (a) through (l) below (collectively, and together with any other actions related thereto, as more fully described in the disclosures of the Borrower and Inergy Midstream, LLC (“MLLC”) filed with the Securities and Exchange Commission, the “Midstream Transactions”):

(a) The Borrower will incur Debt in a principal amount of up to $311,850,000 (the “Tender Offer Debt”) in order to (i) repay a portion of its $600,000,000 7.00% Senior Notes due October 1, 2018 and its $750,000,000 6.875% Senior Notes due August 1, 2021 pursuant to a tender offer for such notes and (ii) repay all or a portion of the Term Loans.

(b) The Borrower will assign to MLLC, and MLLC will assume, all of the Borrower’s obligations and interests under the Tender Offer Debt.

(c) The Borrower will form a Delaware limited liability company named MGP GP, LLC (“MGP GP”) to which the Borrower will contribute nominal cash consideration in exchange for all membership interests in MGP GP.

(d) The Borrower and MGP GP will form a Delaware limited partnership named Inergy Midstream Holdings, L.P. (“MGP”) to which the Borrower will contribute nominal cash consideration in exchange for a limited partner interest representing all of the economic interests in MGP and MGP GP is admitted as a non-economic general partner.

(e) MGP will form a Delaware limited liability company named NRGM GP, LLC (“NRGM GP”), to which MGP will contribute nominal cash consideration in exchange for all membership interests in NRGM GP.

(f) The Borrower’s membership interest in MLLC will be converted into a 0% Managing Member Interest and a 100% Non-Managing Member Interest. The Borrower will then contribute the Managing Member Interest to MGP, and MGP will further contribute the Managing Member Interest to NRGM GP.

(g) MLLC will be converted into a Delaware limited partnership, with the name Inergy Midstream, L.P. (“NRGM”). The Borrower’s Non-Managing Member Interest is converted into a limited partner interest in NRGM and NRGM GP’s Managing Member Interest is converted into a general partner interest in NRGM.

(h) NRGM will contribute the membership interests in Tres Palacios Gas Storage LLC and US Salt, LLC to a newly formed Delaware limited liability company named NRGY Midstream, LLC (“NRGY MS”).

(i) NRGM and all of its subsidiaries will be released as Subsidiary Guarantors under the Credit Agreement and will be excluded from the definition of Subsidiaries and all restrictions and obligations under the Credit Agreement applicable to Subsidiaries.

(j) On the date of closing for the Midstream Transactions, NRGM will distribute all of the membership interests in NRGY MS to the Borrower, issue to the Borrower a number of Common Units representing limited partner interests in NRGM and a right to receive a cash distribution from NRGM as reimbursement for preformation capital expenditures with respect to Northeast Midstream Businesses and issue to NRGM GP incentive distribution rights (“IDRs”).

(k) Pursuant to an initial public offering, public investors will purchase for cash Common Units in NRGM, representing a minority of the outstanding common units in NRGM.

(l) NGRM will use a portion of the proceeds from its initial public offering proceeds to repay in full in cash the Tender Offer Debt.

The Borrower has requested the Administrative Agent and the Lenders to consent (the “Consent”) to and agree with the following in connection with the Midstream Transactions: notwithstanding anything contained in any provisions of the Credit Agreement to the contrary, including, without limitation in Section 5.09 (Subsidiary Guaranty), Section 5.10 (Collateral), Section 6.01 (Debt), Section 6.03 (Mergers; Sales of Assets; Sale-Leasebacks and other Fundamental Changes), Section 6.04 (Investments, Loans, Advances, Guarantees and Acquisitions), Section 6.06 (Restricted Payments), Section 6.07 (Transactions with Affiliates), Section 6.11 (Amendments to Organic Documents), or Section 6.13 (Permitted Junior Debt and Amendments to Permitted Junior Debt Documents), the Borrower may take any of the actions described in clauses (a) through (l) above and may otherwise consummate the Midstream Transactions. Effective as of Effective Date, the Administrative Agent and the Lenders hereby grant the Consent.

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2. Amendments to the Credit Agreement. Effective as of the Effective Date, the parties hereto agree that the Credit Agreement is hereby amended as follows:

(a) The definition of “Consolidated EBITDA” appearing in Section 1.01 of the Credit Agreement is amended to add the following as a new paragraph to the end thereof:

For the avoidance of doubt, Consolidated EBITDA shall not include or give effect to the income (or loss) of NRGM and its subsidiaries, except to the extent that any such income has been actually received by the Borrower or any Subsidiary (other than NRGM and its subsidiaries) in the form of NRGM Cash Distributions (as defined below) and, for the avoidance of doubt, the foregoing additions to, and subtractions from, Consolidated EBITDA described in this definition shall not give effect to any items (other than such income so actually received) attributable to NRGM and its subsidiaries. As used herein, “NRGM Cash Distributions” means, for any period, cash dividends or similar cash distributions received from NRGM as distributions on equity interests or incentive distributions; provided that, for each of the first four full fiscal quarters after the Effective Date, the Borrower may include, solely for purposes of calculating Consolidated EBITDA, the pro forma benefit of Anticipated Cash Distributions (as defined below) for such period less any Actual Cash Distributions (as defined below) for such period. As used herein, “Anticipated Cash Distributions” means, for any period, an amount equal to the product of (x) four (4) multiplied by (y) the number of common units of NRGM held by the Borrower at the end of such period multiplied by (z) the lesser of (i) the actual amount of cash dividends or similar cash distributions on one common unit of NRGM received by the Borrower for such period and (ii) the amount of the initial distribution for one common unit to be received by the Borrower for such period as described in the effective S-1 filing of NRGM. As used herein, “Actual Cash Distributions” means, for any period, the aggregate amount of cash dividends or similar cash distributions on the common units of NRGM received by the Borrower as of the Effective Date.

(b) The definition of “Pledge Subsidiary” appearing in Section 1.01 of the Credit Agreement is amended to add the phrase “and NRGM” at the end thereof.

(c) The definition of “Subsidiary” appearing in Section 1.01 of the Credit Agreement is amended to add the parenthetical “(other than NRGM and its subsidiaries)” to the end thereof.

(d) Section 1.01 of the Credit Agreement is amended to delete the phrase “and its LC Exposure and Swingline Exposure at such time” appearing in the definition of “Working Capital Credit Exposure” and to add such phrase at the end of the definition of “General Partnership Credit Exposure”.

(e) Section 1.01 of the Credit Agreement is amended to add the following definition thereto:

“NRGM” means Inergy Midstream, L.P., a Delaware limited partnership.

(f) Clause (a) of Section 5.01 of the Credit Agreement is amended to (i) add the phrase “(including for purposes of this Section 5.01, NRGM and its subsidiaries to the extent required to be Consolidated by GAAP)” after each reference to the phrase “Borrower and its Consolidated Subsidiaries” appearing therein and (ii) add the phrase “(or NRGM or any of its subsidiaries to the extent required to be Consolidated by GAAP)” after each reference to the phrase “Borrower or any of its Consolidated Subsidiaries” appearing therein.

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(g) Clause (b) of Section 5.01 of the Credit Agreement is amended to (i) add the phrase “unaudited consolidating balance sheet and income statement and” immediately prior to each reference to the phrase “unaudited Consolidated” appearing therein and (ii) add the phrase “(including for purposes of this Section 5.01, NRGM and its subsidiaries to the extent required to be Consolidated by GAAP)” after each reference to the phrase “Borrower and its Consolidated Subsidiaries” appearing therein.

(h) Clause (b) of Section 6.08 of the Credit Agreement is amended to add the parenthetical “(other than any requirements for Subsidiary Guarantors to provide Guarantees in respect of Permitted Junior Debt)” immediately after the phrase “or to Guaranty indebtedness” appearing therein.

(i) Clause (b) of Section 9.02 of the Credit Agreement is amended to delete the phrase “release any Guarantor which is a Material Subsidiary” appearing therein and to replace such phrase with the phrase “release all or substantially all of the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty”.

(j) Schedule 2.06 to the Credit Agreement is amended and restated in its entirety to read as set forth on Schedule 2.06 attached hereto.

(k) The Lenders hereby authorize the Administrative Agent to release MLLC and its subsidiaries (collectively, the “Released Guarantors”) from their obligations under the Subsidiary Guaranty and to release any Lien granted to or held by the Administrative Agent upon any Collateral in respect of the Released Guarantors.

3. Conditions of Effectiveness. The effectiveness of this Consent and Amendment is subject to the conditions precedent that:

(a) The Administrative Agent shall have received counterparts of this Consent and Amendment duly executed by the Borrower, the Lenders and the Administrative Agent and the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors.

(b) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to date hereof, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees and expenses of counsel for the Administrative Agent) required to be reimbursed or paid by the Borrower in connection with this Consent and Amendment.

(c) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Midstream Transactions (excluding for the purposes of this Section 3(c), clause (a) thereof) are being consummated on the Effective Date.

4. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:

(a) This Consent and Amendment and the Credit Agreement as modified hereby constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

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(b) The representations and warranties of the Borrower set forth in the Credit Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.

5. Reference to and Effect on the Credit Agreement.

(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Credit Document shall mean and be a reference to the Credit Agreement as amended hereby.

(b) Each Credit Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

(c) Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Consent and Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Credit Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.

6. Governing Law. This Consent and Amendment shall be construed in accordance with and governed by the law of the State of New York.

7. Headings. Section headings in this Consent and Amendment are included herein for convenience of reference only and shall not constitute a part of this Consent and Amendment for any other purpose.

8. Counterparts. This Consent and Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.

[Signature Pages Follow]

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IN WITNESS WHEREOF, this Consent and Amendment has been duly executed as of the day and year first above written.

INERGY, L.P., as the Borrower
By: INERGY GP, LLC, its managing general partner
By:	/s/ R. Brooks Sherman, Jr.
	Name: R. Brooks Sherman, Jr.
	Title: Executive Vice President, Chief Financial Officer

JPMORGAN CHASE BANK, N.A., individually as a Lender and as Administrative Agent
By:	/s/ Preeti Bhatnagar
	Name: Preeti Bhatnagar
	Title: Authorized Officer

Name of Lender:
BANK OF AMERICA, N.A.
By:	/s/ Mike Ouellet
	Name: Mike Ouellet
	Title: Senior Vice President

Name of Lender:
WELLS FARGO BANK, N.A.
By:	/s/ Tom K. Martin
	Name: Tom K. Martin
	Title: Director

Name of Lender:
BARCLAYS BANK PLC
By:	/s/ Michael J. Mozer
	Name: Michael J. Mozer
	Title: Vice President

Signature Page to Consent and Amendment No. 2 to

Amended and Restated Credit Agreement

Inergy, L.P.

Name of Lender:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
By:	/s/ Mikhail Faybusovich
	Name: Mikhail Faybusovich
	Title: Director

For any Lender requiring a second signature line:
By:	/s/ Vipul Dhadda
	Name: Vipul Dhadda
	Title: Associate

Name of Lender:
MORGA N STANLEY BANK, N.A.
By:	/s/ Dmitriy Barskiy
	Name: Dmitriy Barskiy
	Title: Authorized Signatory

Name of Lender:
SUNTRUST BANK
By:	/s/ Andrew Johnson
	Name: Andrew Johnson
	Title: Director

Name of Lender:
CITIBANK, N.A.
By:	/s/ Todd Mogil
	Name: Todd Mogil
	Title: Vice President

Signature Page to Consent and Amendment No. 2 to

Amended and Restated Credit Agreement

Inergy, L.P.

Name of Lender:
FIFTH THIRD BANK
By:	/s/ Stephen Edwards
	Name: Stephen Edwards
	Title: Vice President

Name of Lender:
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:	/s/ Andrew A. Oram
	Name: Andrew A. Oram
	Title: Managing Director

Name of Lender:
COMERICA BANK
By:	/s/ Justin Crawford
	Name: Justin Crawford
	Title: Vice President

Name of Lender:
ROYAL BANK OF CANADA
By:	/s/ Jason S. York
	Name: Jason S. York
	Title: Authorized Signatory

Name of Lender:
THE ROYAL BANK OF SCOTLAND plc
By:	/s/ Todd Vaubel
	Name: Todd Vaubel
	Title: Authorized Signatory

Signature Page to Consent and Amendment No. 2 to

Amended and Restated Credit Agreement

Inergy, L.P.

Name of Lender:
PNC BANK, NATIONAL ASSOCATION
By:	/s/ Jessica L. Fabrizi
	Name: Jessica L. Fabrizi
	Title: Assistant Vice President

Name of Lender:
BOKF, NA DBA BANK OF OKLAHOMA
By:	/s/ Julie Elliott
	Name: Julie Elliott
	Title: Vice President

Name of Lender:
RAYMOND JAMES BANK, FSB
By:	/s/ Scott G. Axelrod
	Name: Scott G. Axelrod
	Title: Vice President

Name of Lender:
BRANCH BANKING AND TRUST COMPANY
By:	/s/ Roger Eric Searls
	Name: Roger Eric Searls
	Title: Vice President

Name of Lender:
THE PRIVATEBANK & TRUST COMPANY
By:	/s/ Matt Mayer
	Name: Matt Mayer
	Title: Associate Managing Director

Signature Page to Consent and Amendment No. 2 to

Amended and Restated Credit Agreement

Inergy, L.P.

Name of Lender:
U.S. BANK NATIONAL ASSOCATION
By:	/s/ Colleen S. Hayes
	Name: Colleen S. Hayes
	Title: Vice President

Name of Lender:
BANK MIDWEST, N.A.
By:	/s/ Jason Hilpipre
	Name: Jason Hilpipre
	Title: Associate Vice President

Name of Lender:
COMMERCE BANK
By:	/s/ C.T. Young
	Name: C.T. Young
	Title: Senior Vice President

Name of Lender:
REGIONS BANK
By:	/s/ David Valentine
	Name: David Valentine
	Title: Vice President

Name of Lender:
ENTERPRISE BANK & TRUST
By:	/s/ Linda Hanson
	Name: Linda Hanson
	Title: Kansas City Regional President

Signature Page to Consent and Amendment No. 2 to

Amended and Restated Credit Agreement

Inergy, L.P.

CONSENT AND REAFFIRMATION

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Consent and Amendment No. 2 to the Amended and Restated Credit Agreement dated as of November 24, 2009, as amended and restated as of February 2, 2011 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among Inergy, L.P., the financial institutions from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), which Consent and Amendment No. 2 is dated as of December 21, 2011 (the “Consent and Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Consent and Amendment and reaffirms the terms and conditions of the Credit Agreement and any other Credit Document executed by it and acknowledges and agrees that such Credit Agreement and each and every such Credit Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Consent and Amendment.

Dated: December 21, 2011

[Signature Page Follows]

INERGY PROPANE, LLC		L & L TRANSPORTATION, LLC
By:	/s/ R. Brooks Sherman, Jr.	By:	/s/ R. Brooks Sherman, Jr.
Name: R. Brooks Sherman, Jr.		Name: R. Brooks Sherman, Jr.
Title: Executive Vice President, Chief Financial Officer		Title: Executive Vice President, Chief Financial Officer

US SALT, LLC		INERGY TRANSPORTATION, LLC
By:	/s/ R. Brooks Sherman, Jr.	By:	/s/ R. Brooks Sherman, Jr.
Name: R. Brooks Sherman, Jr.		Name: R. Brooks Sherman, Jr.
Title: Executive Vice President, Chief Financial Officer		Title: Executive Vice President, Chief Financial Officer

STELLAR PROPANE SERVICE, LLC		LIBERTY PROPANE OPERATIONS, LLC
By:	/s/ R. Brooks Sherman, Jr.	By:	/s/ R. Brooks Sherman, Jr.
Name: R. Brooks Sherman, Jr.		Name: R. Brooks Sherman, Jr.
Title: Executive Vice President, Chief Financial Officer		Title: Executive Vice President, Chief Financial Officer

INERGY FINANCE CORP.		INERGY SALES & SERVICE, INC.
By:	/s/ R. Brooks Sherman, Jr.	By:	/s/ R. Brooks Sherman, Jr.
Name: R. Brooks Sherman, Jr.		Name: R. Brooks Sherman, Jr.
Title: Executive Vice President, Chief Financial Officer		Title: Executive Vice President, Chief Financial Officer

LIBERTY PROPANE GP, LLC		LIBERTY PROPANE, L.P.
By:	/s/ R. Brooks Sherman, Jr.	By:	/s/ R. Brooks Sherman, Jr.
Name: R. Brooks Sherman, Jr.		Name: R. Brooks Sherman, Jr.
Title: Executive Vice President, Chief Financial Officer		Title: Executive Vice President, Chief Financial Officer

TRES PALACIOS GAS STORAGE LLC		INERGY PARTNERS, LLC
By:	/s/ R. Brooks Sherman, Jr.	By:	/s/ R. Brooks Sherman, Jr.
Name: R. Brooks Sherman, Jr.		Name: R. Brooks Sherman, Jr.
Title: Executive Vice President, Chief Financial Officer		Title: Executive Vice President, Chief Financial Officer
IPCH ACQUISITION CORP.
By:	/s/ R. Brooks Sherman, Jr.
Name: R. Brooks Sherman, Jr.
Title: Executive Vice President, Chief Financial Officer

Signature Page to Consent and Reaffirmation to Consent and Amendment No. 2 to

Amended and Restated Credit Agreement

Inergy, L.P.

SCHEDULE 2.06

EXISTING LETTERS OF CREDIT

	LC #	Issued		Exp Date		Amount
AIG	T-245331		1/11/2004		9/24/2011		982,500
Exxon	CPCS-200353		9/1/2005		12/31/2011		7,000,000
Pacific Employers Ins Co	CTCS-234192		2/9/2006		2/28/2011		11,613,687
old Republic Insurance-US Salt	s-727395		1/27/2009		1/30/2012		228,000
Millennium PL	s-787316		7/29/2009		4/30/2011		880,000
Tenness Gas PL	s-870778		11/19/2010		10/14/2011		100,000
Natural Gas Pipeline Co	s-889990		10/21/2010		10/14/2011		60,000
Transcontinental Gas Pipeline Co	s-889992		10/21/2010		10/14/2011		800,000
Texas Eastern Transmission	s-889995		10/21/2010		10/14/2011		55,000
							21,719,187

EX-10.2

Exhibit 10.2

Execution Version

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, 2011

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

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.

RECITALS

WHEREAS, the General Partner and NRGY have formed the Partnership upon its conversion from a Delaware limited liability company to a Delaware limited partnership, pursuant to the Delaware Limited Liability Company Act (the “Delaware LLC Act”) and the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), for the purpose of engaging in any business activity that is approved by the General Partner and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware LP Act.

WHEREAS, in order to accomplish the objectives and purposes in the preceding recital, each of the following actions has been taken prior to the date hereof:

1. NRGY formed MGP GP pursuant to the Delaware LLC Act and contributed $1,000 in exchange for all of the member interests in MGP GP.

2. NRGY and MGP GP formed MGP pursuant to the Delaware LP Act. NRGY contributed $1,000 in exchange for a limited partner interest representing all of the economic interests in MGP, and MGP GP received a non-economic general partner interest in MGP.

3. MGP formed the General Partner pursuant to the Delaware LLC Act and contributed $1,000 in exchange for all of the member interests in the General Partner.

4. NRGY’s member interest in Inergy Midstream, LLC, a Delaware limited liability company and the predecessor of the Partnership (the “Predecessor”), was converted into a 0% managing member interest and a 100% non-managing member interest in the Predecessor. NRGY contributed the 0% managing member interest in the Predecessor to MGP, and MGP further contributed the 0% managing member interest in the Predecessor to the General Partner.

5. The Predecessor converted into the Partnership pursuant to the Delaware LLC Act and the Delaware LP Act. NRGY’s 100% non-managing member interest in the Predecessor was converted into a limited partner interest in the Partnership (the “Initial LP Interest”), and the General Partner’s 0% managing member interest in the Predecessor was converted into a non-economic general partner interest in the Partnership (the “Initial GP Interest”).

6. The Partnership distributed its 100% member interest in each of Tres Palacios Gas Storage LLC, a Delaware limited liability company (“Tres Palacios”), and US Salt, LLC, a Delaware limited liability company (“US Salt”), to NRGY.

7. The Partnership assigned to NRGY all of the Partnership’s right, title and interest in, and NRGY assumed all of the Partnership’s obligations under, that certain Purchase and Sale Agreement dated September 3, 2010, as amended and supplemented from time to time, between TP Gas Holding LLC and the Partnership (the “Tres Palacios Purchase Agreement”), pursuant to and upon the terms and conditions set forth in the TPPA Assignment and Assumption Agreement.

8. On December 19, 2011, the Underwriters exercised in full the Over-Allotment Option to purchase 2,400,000 Common Units pursuant to Section 2 of the Underwriting Agreement.

WHEREAS, as of the Effective Time, each of the following actions shall have occurred in the following order:

1. NRGY executed and delivered the Promissory Note.

2. NRGY used the proceeds of the Promissory Note to repay $255 million of outstanding term loan indebtedness under the NRGY Credit Agreement.

3. The board of directors of NRGY GP designated each of the Partnership and its subsidiaries as an “Unrestricted Subsidiary” (as such term is defined under the indentures governing NRGY’s issued and outstanding senior unsecured notes).

4. NRGY contributed the Intercompany Debt to the Partnership, and the Intercompany Debt was canceled.

WHEREAS, at the closing of the Partnership’s initial public offering of Common Units, each of the following transactions shall occur in the following order:

1. NRGY conveys the Initial LP Interest to the Partnership, as a recapitalization of its interest in the Partnership, in exchange for (i) 55,925,000 Common Units representing an approximate 75.2% limited partner interest in the Partnership (based upon the Underwriters’ exercise in full of the Over-Allotment Option), (ii) the right to receive a distribution from the Partnership of $80 million as reimbursement of pre-formation capital expenditures with respect to the Partnership’s assets, (iii) the issuance to MGP of all of the Incentive Distribution Rights in the Partnership, (iv) the Partnership’s assumption of the Assumed Debt pursuant to the PM Assignment and Assumption Agreement, and (v) the right to receive, upon the earlier to occur of the expiration of the Over-Allotment Option period or the exercise in full of the Over-Allotment Option, (A) a number of

2

additional Common Units that is equal to the excess, if any, of (x) 2,400,000 over (y) the aggregate number of Common Units, if any, actually purchased by and issued to the Underwriters pursuant to the exercise of the Over-Allotment Option on the Option Closing Date(s), and (B) a distribution in an amount equal to the aggregate amount of cash, if any, contributed by the Underwriters to the Partnership on the Option Closing Date(s) with respect to Common Units purchased by and issued to the Underwriters pursuant to each exercise of the Over-Allotment Option, if any. The General Partner conveys the Initial GP Interest to the Partnership, as a recapitalization of its interest in the Partnership, in exchange for a non-economic general partner interest in the Partnership.

2. The Partnership, the General Partner and NRGY amend and restate the Original Partnership Agreement by executing the Partnership Agreement in substantially the form included in Appendix A to the Registration Statement, with such changes as the Partnership, the General Partner and NRGY may agree.

3. The Underwriters contribute $312,800,000 in cash, less the amount of $19,941,000 payable to the Underwriters after taking into account the underwriting discount of 6% (the “Spread”) and the structuring fee of 0.375% (the “Structuring Fee”) payable to Morgan Stanley & Co. LLC and Barclays Capital Inc., in exchange for 18,400,000 Common Units (representing an approximate 24.8% limited partner interest in the Partnership, based upon the Underwriters’ exercise in full of the Over-Allotment Option).

4. The Partnership (i) enters into the New Revolving Credit Facility and borrows approximately $82.7 million under the New Revolving Credit Facility.

5. The Partnership distributes $118,199,000 to NRGY, consisting of (i) $80,000,000 for reimbursement of pre-formation capital expenditures with respect to the Partnership’s assets and (ii) $38,199,000 for the aggregate amount of cash contributed by the Underwriters to the Partnership with respect to the 2,400,000 Common Units purchased by and issued to the Underwriters pursuant to the Underwriters’ exercise in full of the Over-Allotment Option.

6. The Partnership pays approximately $2.4 million of offering expenses.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

The terms set forth below in this Article I shall have the meanings ascribed to them below or in the part of this Agreement referred to below:

“Agreement” has the meaning assigned to such term in the preamble.

3

“Assumed Debt” means $255 million in outstanding borrowings under the Promissory Note that will be assumed by the Partnership pursuant to the PM Assignment and Assumption Agreement in connection with the transactions contemplated by this Agreement.

“Closing Date” means the date of closing of the Partnership’s initial public offering of Common Units.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Units” means the common units representing limited partner interests in the Partnership.

“Delaware LLC Act” has the meaning assigned to such term in the recitals.

“Delaware LP Act” has the meaning assigned to such term in the recitals.

“Effective Time” means immediately prior to the closing of the initial public offering of Common Units pursuant to the Underwriting Agreement.

“General Partner” has the meaning assigned to such term in the preamble.

“Incentive Distribution Rights” has the meaning assigned to such term in the Partnership Agreement.

“Inergy Propane” has the meaning assigned to such term in the preamble.

“Initial GP Interest” has the meaning assigned to such term in the recitals.

“Initial LP Interest” has the meaning assigned to such term in the recitals.

“Intercompany Debt” means all intercompany indebtedness that the Partnership owes to Inergy Propane at the Effective Time.

“MGP” has the meaning assigned to such term in the preamble.

“MGP GP” has the meaning assigned to such term in the preamble.

“New Revolving Credit Facility” means that certain Credit Agreement, to be dated as of the Closing Date, by and among the Partnership, the lenders party thereto and JPMorgan Chase Bank, N.A.,, as administrative agent.

“NRGY” has the meaning assigned to such term in the preamble.

“NRGY Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of November 24, 2009, as further amended and restated as of February 2, 2011, by and among NRGY, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (as amended, restated, supplemented or otherwise modified prior to the date hereof).

“NRGY GP” has the meaning assigned to such term in the preamble.

4

“Option Closing Date” has the meaning assigned to such term in the Partnership Agreement.

“Original Partnership Agreement” means that certain Agreement of Limited Partnership of the Partnership, dated as of November 14, 2011.

“Over-Allotment Option” has the meaning assigned to such term in the Partnership Agreement.

“Partnership” has the meaning assigned to such term in the preamble.

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of the Closing Date.

“Party” has the meaning assigned to such term in the preamble.

“PM Assignment and Assumption Agreement” means that certain Assignment and Assumption Agreement relating to the Promissory Note between NRGY, as assignor, and the Partnership, as assignee, and accepted and acknowledged by JPMorgan Chase Bank, N.A., as lender, substantially in the form set forth on Exhibit A of the Promissory Note.

“Predecessor” has the meaning assigned to such term in the recitals.

“Promissory Note” means that certain unsecured promissory note to be dated the Closing Date, substantially in the form attached as Exhibit 10.9 to the Registration Statement, issued by NRGY in favor of JPMorgan Chase Bank, N.A. in the principal amount of $255,000,000, which will be assumed by the Partnership on the Closing Date pursuant to the PM Assignment and Assumption Agreement.

“Registration Statement” means the Registration Statement on Form S-1 filed with the Commission (Registration No. 333-176445), as amended and effective at the Effective Time.

“Spread” has the meaning assigned to such term in the recitals.

“Structuring Fee” has the meaning assigned to such term in the recitals.

“TPPA Assignment and Assumption Agreement” means that certain Assignment and Assumption Agreement, dated as of November 25, 2011, relating to the Tres Palacios Purchase Agreement between the Partnership, as assignor, and NRGY, as assignee.

“Tres Palacios” has the meaning assigned to such term in the recitals.

“Tres Palacios Purchase Agreement” has the meaning assigned to such term in the recitals.

“Underwriters” means those underwriters listed in the Underwriting Agreement.

5

“Underwriting Agreement” means that certain Underwriting Agreement by and among the Partnership, the General Partner, NRGY and the Underwriters, dated as of December 15, 2011.

“US Salt” has the meaning assigned to such term in the recitals.

ARTICLE II

CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS

Effective as of, and subject to, the closing of the Partnership’s initial public offering of its Common Units, the following shall occur in the order set forth herein:

Section 2.1 Recapitalization of the Initial LP Interest and the Initial GP Interest. NRGY hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership, its successors and assigns, for its and their own use forever, all right, title and interest in and to the Initial LP Interest, as a recapitalization of NRGY’s interest in the Partnership, in exchange for (i) 55,925,000 Common Units representing an approximate 75.2% limited partner interest in the Partnership (based upon the Underwriters’ exercise in full of the Over-Allotment Option), (ii) the right to receive a distribution from the Partnership of $80 million as reimbursement of pre-formation capital expenditures with respect to the Partnership’s assets, (iii) the issuance to MGP of all of the Incentive Distribution Rights in the Partnership, (iv) the Partnership’s assumption of the Assumed Debt pursuant to the PM Assignment and Assumption Agreement, and (v) the right to receive, upon the earlier to occur of the expiration of the Over-Allotment Option period or the exercise in full of the Over-Allotment Option, (A) a number of additional Common Units that is equal to the excess, if any, of (x) 2,400,000 over (y) the aggregate number of Common Units, if any, actually purchased by and issued to the Underwriters pursuant to the exercise of the Over-Allotment Option on the Option Closing Date(s), and (B) a distribution in an amount equal to the aggregate amount of cash, if any, contributed by the Underwriters to the Partnership on the Option Closing Date(s) with respect to Common Units purchased by and issued to the Underwriters pursuant to each exercise of the Over-Allotment Option, if any. The Partnership hereby accepts the Initial LP Interest, as a recapitalization of NRGY’s interest in the Partnership. The General Partner hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership, its successors and assigns, for its and their own use forever, all right, title and interest in and to the Initial GP Interest, as a recapitalization of the General Partner’s interest in the Partnership, in exchange for a non-economic general partner interest in the Partnership. The Partnership hereby accepts the Initial GP Interest, as a recapitalization of the General Partner’s interest in the Partnership.

Section 2.2 Execution of the Partnership Agreement. The Parties acknowledge that the Partnership, the General Partner and NRGY have amended and restated the Original Partnership Agreement by executing the Partnership Agreement in substantially the form included in Appendix A to the Registration Statement, with such changes as the Partnership, the General Partner and NRGY have agreed.

6

Section 2.3 Underwriters’ Cash Contribution. The Parties acknowledge that the Underwriters have, pursuant to the Underwriting Agreement, made a capital contribution to the Partnership of $312,800,000 in cash ($292,859,000 net to the Partnership after the Spread and the Structuring Fee) in exchange for the issuance by the Partnership to the Underwriters of 18,400,000 Common Units (representing an approximate 24.8% limited partner interest in the Partnership based upon the Underwriters’ exercise in full of the Over-Allotment Option).

Section 2.4 Entry into New Revolving Credit Facility. The Parties acknowledge that the Partnership has (i) entered into the New Revolving Credit Facility, and (ii) borrowed approximately $82.7 million under the New Revolving Credit Facility.

Section 2.5 Distribution to NRGY. The Partnership hereby grants, distributes, bargains, conveys, assigns, transfers, sets over and delivers to NRGY $118,199,000, consisting of (i) $80,000,000 for reimbursement of pre-formation capital expenditures with respect to the Partnership’s assets and (ii) $38,199,000 for the aggregate amount of cash contributed by the Underwriters to the Partnership with respect to the 2,400,000 Common Units purchased by and issued to the Underwriters pursuant to the Underwriters’ exercise in full of the Over-Allotment Option

Section 2.6 Payment of Transaction Expenses. The Parties acknowledge the payment by the Partnership, in connection with the transactions contemplated hereby, of estimated transaction expenses in the amount of approximately $2.4 million (excluding the Spread and the Structuring Fee taken into account in determining the net contribution in Section 2.3).

Section 2.7 Redemption of the Initial LP Interest and the Initial GP Interest. The Partnership hereby redeems (i) the Initial LP Interest in the Partnership held by NRGY and (ii) the Initial GP Interest in the Partnership held by the General Partner.

ARTICLE III

ADDITIONAL TRANSACTIONS

Section 3.1 [Reserved].

Section 3.2 [Reserved].

ARTICLE IV

FURTHER ASSURANCES

From time to time after the Effective Time, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and to do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate to (a) more fully assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended to be so and (c) more fully and effectively carry out the purposes and intent of this Agreement.

7

ARTICLE V

EFFECTIVE TIME

Notwithstanding anything contained in this Agreement to the contrary, none of the provisions of Article II of this Agreement shall be operative or have any effect until the Effective Time, at which time all the provisions of Article II of this Agreement shall be effective and operative in accordance with Article VI, without further action by any Party hereto.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Order of Completion of Transactions. The transactions provided for in Article II of this Agreement shall be completed immediately following the Effective Time in the order set forth therein.

Section 6.2 Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All references herein to Articles and Sections shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

Section 6.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Section 6.4 No Third-Party Rights. The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third-party beneficiary of any of the provisions of this Agreement.

Section 6.5 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 6.6 Choice of Law. This Agreement shall be subject to and governed by the laws of the State of Delaware. Each Party hereby submits to the non-exclusive jurisdiction of the state and federal courts of, and to venue in, the State of Delaware.

8

Section 6.7 Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.

Section 6.8 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement.

Section 6.9 Integration. This Agreement and the instruments referenced herein supersede all previous understandings or agreements among the Parties, whether oral or written, with respect to the subject matter of this Agreement and such instruments. This Agreement and such instruments contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the Parties hereto after the date of this Agreement.

Section 6.10 Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and interests referenced herein.

[Signature Pages Follow]

9

IN WITNESS WHEREOF, the Parties to this Agreement have caused it to be duly executed as of the Closing Date.

INERGY GP, LLC
By:	/s/ John J. Sherman
	Name:  John J. Sherman
	Title:    President and Chief Executive Officer

INERGY, L.P.
By:	INERGY GP, LLC, its general partner

By:	/s/ John J. Sherman
	Name:  John J. Sherman
	Title:    President and Chief Executive Officer

INERGY PROPANE, LLC
By:	/s/ John J. Sherman
	Name:  John J. Sherman
	Title:    President and Chief Executive Officer

MGP GP, LLC
By:	/s/ John J. Sherman
	Name:  John J. Sherman
	Title:    President and Chief Executive Officer

Signature Page to Contribution, Conveyance and Assumption Agreement

INERGY MIDSTREAM HOLDINGS, L.P.
By:	MGP GP, LLC, its general partner
By:	/s/ John J. Sherman
	Name:  John J. Sherman
	Title:    President and Chief Executive Officer

NRGM GP, LLC
By:	/s/ John J. Sherman
	Name:  John J. Sherman
	Title:    President and Chief Executive Officer

INERGY MIDSTREAM, L.P.
By:	NRGM GP, LLC, its general partner
By:	/s/ John J. Sherman
	Name:  John J. Sherman
	Title:    President and Chief Executive Officer

Signature Page to Contribution, Conveyance and Assumption Agreement

EX-10.3

Exhibit 10.3

Execution Version

OMNIBUS AGREEMENT

among

INERGY GP, LLC,

INERGY, L.P.,

NRGM GP, LLC,

and

INERGY MIDSTREAM, L.P.

OMNIBUS AGREEMENT

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.”

RECITALS:

1. The Parties desire by their execution of this Agreement to evidence their agreement, as more fully set forth in Article II, with respect to NRGY’s right to review and first option with respect to certain business opportunities.

2. The Parties desire by their execution of this Agreement to evidence their agreement, as more fully set forth in Article III, with respect to certain indemnification obligations of the Parties.

3. The Parties desire by their execution of this Agreement to evidence their agreement, as more fully set forth in Article IV, with respect to the amount to be paid by the Partnership for certain general and administrative services to be performed by NRGY GP and its Affiliates (as defined herein) as well as direct expenses, including operating expenses, incurred by NRGY GP and its Affiliates for and on behalf of the Partnership Entities (as defined herein) and other services to be provided to the Partnership.

4. The Parties desire by their execution of this Agreement to evidence their agreement, as more fully set forth in Article V, with respect to the granting of a license from NRGY to the Partnership Entities.

In consideration of the premises and the covenants, conditions and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

Definitions

1.1 Definitions

As used in this Agreement, the following terms shall have the respective meanings set forth below:

“Affiliate” has the meaning given such term in the Partnership Agreement.

“Agreement” means this Omnibus Agreement, as it may be amended, modified or supplemented from time to time in accordance with the terms hereof.

“Cause” has the meaning given such term in the Partnership Agreement.

“Closing Date” means the date of the closing of the Partnership’s initial public offering of Common Units.

“Common Units” has the meaning given such term in the Partnership Agreement.

“Conflicts Committee” has the meaning given such term in the Partnership Agreement.

“Covered Environmental Losses” means all environmental and toxic tort losses, damages, liabilities, injuries, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including costs and expenses of any Environmental Activity, court costs and reasonable attorney’s and experts’ fees) of any and every kind or character, fixed or contingent, by reason of or arising out of:

(i) any violation or correction of violation of Environmental Laws, including performance of any Environmental Activity; or

(ii) any event, omission or condition associated with ownership or operation of the Partnership Assets (including the exposure to or presence of Hazardous Substances on, under, about, Releasing or threatening to be Released to or from the Partnership Assets or the exposure to or Release or threatened Release of Hazardous Substances arising out of operation of the Partnership Assets at non-Partnership Asset locations), including (A) the cost and expense of any Environmental Activities, (B) the cost or expense of the preparation and implementation of any closure, remedial or corrective action or other plans required or necessary under Environmental Laws and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work.

“Environmental Activity” shall mean any investigation, study, assessment, evaluation, sampling, testing, monitoring, containment, removal, disposal, closure, corrective action, remediation (regardless of whether active or passive), natural attenuation, restoration, bioremediation, response, repair, corrective measure, cleanup or abatement that is required or necessary under any applicable Environmental Law, including institutional or engineering controls or participation in a governmental voluntary cleanup program to conduct voluntary investigatory and remedial actions for the clean-up, removal or remediation of Hazardous Substances that exceed actionable levels established pursuant to Environmental Laws, or participation in a supplemental environmental project in partial or whole mitigation of a fine or penalty.

“Environmental Laws” means all federal, state, regional and local laws, statutes, rules, regulations, orders, judgments, settlements, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law relating to (a) pollution or protection of human health and safety, the environment or natural resources, including the federal Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendments and Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Oil Pollution Act of 1990, the federal Hazardous Materials

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Transportation Act, the Marine Mammal Protection Act, the Endangered Species Act, the National Environmental Policy Act, the federal Occupational Safety and Health Act and other environmental conservation and protection laws, each as amended through the Closing Date, (b) any Release or threatened Release of, or any exposure of any Person or property to, any Hazardous Substances or (c) the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport, arrangement for disposal or transport, or handling of any Hazardous Substances.

“Environmental Permit” means any permit, approval, identification number, license, registration, certification, filing, notice, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law.

“General Partner” has the meaning given such term in the introduction to this Agreement.

“Hazardous Substance” means (a) any substance that is designated, defined or classified as a hazardous waste, solid waste, hazardous material, pollutant, contaminant, toxic or hazardous substance, or terms of similar meaning, or that is otherwise regulated under any Environmental Law, including any hazardous substance as defined under the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (b) oil as defined in the Oil Pollution Act of 1990, as amended, including oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel and other refined petroleum hydrocarbons and petroleum products, or any components, fractions or derivatives thereof, and (c) radioactive materials, asbestos containing materials, polychlorinated biphenyls or radon.

“Indemnified Party” means each Partnership Group Member or each NRGY Entity, as the case may be, in their capacities as parties entitled to indemnification in accordance with Article III.

“Indemnifying Party” means each of the Partnership or NRGY, as the case may be, in their capacity as the parties from whom indemnification may be required in accordance with Article III.

“Losses” means all losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including court costs and reasonable attorney’s and experts’ fees) of any and every kind or character, fixed or contingent.

“Membership Interest Purchase Agreement” means that certain Membership Interest Purchase Agreement, dated as of the Closing Date, by and among NRGY and Inergy Holdings GP, LLC, a Delaware limited liability company.

“NGL” means natural gas liquids.

“NRGM Change of Control” has the meaning given such term in the Membership Interest Purchase Agreement.

“NRGY” has the meaning given such term in the introduction to this Agreement.

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“NRGY Change of Control” has the meaning given such term in the Membership Interest Purchase Agreement.

“NRGY Entities” means NRGY, NRGY GP and any Person controlled, directly or indirectly, by NRGY GP other than the General Partner or a member of the Partnership Group; and “NRGY Entity” means any of the NRGY Entities.

“NRGY GP” has the meaning given such term in the introduction to this Agreement.

“Partnership” has the meaning given such term in the introduction to this Agreement.

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of Inergy Midstream, L.P., dated as of the Closing Date, as such agreement is in effect on the Closing Date immediately following the completion of the initial public offering of the Common Units.

“Partnership Assets” means the natural gas and NGL storage and transportation assets and associated infrastructure and equity interests owned directly or indirectly by the Partnership upon completion of the initial public offering described in the Registration Statement.

“Partnership Entities” means the General Partner and each Partnership Group Member.

“Partnership Group” means the Partnership and its Subsidiaries.

“Partnership Group Member” means any member of the Partnership Group.

“Partnership Indemnitee” means any Person who is an Indemnitee as defined in the Partnership Agreement; provided, however, that for purposes of this definition, the term “Indemnitee” shall exclude NRGY GP and any Affiliate of NRGY GP that is not a Partnership Group Member.

“Party” and “Parties” are defined in the introduction to this Agreement.

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, business trust, employee benefit plan, unincorporated organization, association, government body or agency or political subdivision thereof or other entity.

“Registration Statement” means the Registration Statement on Form S-1 (File No. 333-176445), as amended, filed with the Securities and Exchange Commission with respect to the proposed initial public offering of Common Units by the Partnership.

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping or disposing into the environment.

“Retained NRGY Assets” means the assets and equity interests of Tres Palacios Gas Storage LLC and US Salt, LLC conveyed or otherwise transferred, through the transfer of equity interests, or intended to be conveyed or otherwise transferred, to NRGY or any of its Affiliates (other than the Partnership Entities) pursuant to the Tres Palacios Assignment Agreement and the US Salt Assignment Agreement, or the instruments or other documents referred to in the Tres Palacios Assignment Agreement and the US Salt Assignment Agreement.

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“Subsidiary” has the meaning given such term in the Partnership Agreement.

“Tres Palacios Assignment Agreement” means that certain Assignment and Transfer of Membership Interests, dated November 25, 2011, between the Partnership, as assignor, and NRGY, as assignee, relating to the Partnership’s assignment and transfer to NRGY of all of the Partnership’s membership interests in Tres Palacios Gas Storage LLC, a Delaware limited liability company.

“Tres Palacios Purchase Agreement” means that certain Purchase and Sale Agreement, dated September 3, 2010, by and between TP Gas Holding LLC, a Delaware limited liability company, and Inergy Midstream, LLC, a Delaware limited liability company and the predecessor to the Partnership.

“US Salt Assignment Agreement” means that certain Assignment and Transfer of Membership Interests, dated November 25, 2011, between the Partnership, as assignor, and NRGY, as assignee, relating to the Partnership’s assignment and transfer to NRGY of all of the Partnership’s membership interests in US Salt, LLC, a Delaware limited liability company.

ARTICLE II

Right to Review and First Option to Purchase

Until the earliest of (a) an NRGM Change of Control, (b) an NRGY Change of Control, or (c) the termination of this Agreement pursuant to Section 6.4, the Partnership hereby agrees, and will cause its controlled Affiliates to agree, that in the event that an opportunity to develop, acquire or invest in an asset or business is presented to NRGY, the Partnership or any of their respective controlled Affiliates, NRGY shall have the first opportunity to acquire, develop or invest in such asset or business before the Partnership or its controlled Affiliates may acquire, develop or invest in such asset or business.

ARTICLE III

Indemnification

3.1 Environmental Indemnification.

(a) Subject to the provisions of Section 3.3, NRGY shall indemnify, defend and hold harmless the Partnership Group and the Partnership Indemnitees from and against any Covered Environmental Losses suffered or incurred by the Partnership Group or any Partnership Indemnitee relating to:

(i) the Partnership Assets, but only to the extent the violations, events, omissions or conditions giving rise to such Covered Environmental Losses occurred or existed on or before the Closing Date, even if such liability does not accrue until after the Closing Date; and

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(ii) the Retained NRGY Assets.

(b) Subject to the provisions of Section 3.3, the Partnership shall indemnify, defend and hold harmless the NRGY Entities from and against any Covered Environmental Losses suffered or incurred by the NRGY Entities relating to the Partnership Assets, but only to the extent the violations, events, omissions or conditions giving rise to such Covered Environmental Losses occurred after the Closing Date.

(c) The aggregate liability of NRGY under Section 3.1(a)(i) shall not exceed $15 million and such indemnification obligation shall survive for three (3) years from the Closing Date; provided, however, that any such indemnification obligation with respect to any Covered Environmental Losses shall survive the time at which it would otherwise expire pursuant to this Section 3.1(c) if notice of any such Covered Environmental Losses is properly given to NRGY prior to such time. The aggregate liability of the Partnership under Section 3.1(b) shall not exceed $15 million.

(d) No claims may be made for indemnification pursuant to Section 3.1 unless and until, and no Party shall be liable to provide indemnification pursuant to this Section 3.1 unless and until, the aggregate dollar amount of the Losses suffered or incurred by the Indemnified Party exceeds $100,000 and then only for Losses in excess of $100,000, subject to the limitations of Section 3.1(c).

(e) Notwithstanding anything herein to the contrary, in no event shall NRGY or the Partnership have any indemnification obligations under this Agreement for claims made as a result of additions to or modifications of Environmental Laws promulgated after the Closing Date.

3.2 Additional Indemnification.

(a) Subject to the provisions of Section 3.3, NRGY shall indemnify, defend and hold harmless the Partnership Group and the Partnership Indemnitees from and against any Losses suffered or incurred by the Partnership Group or any Partnership Indemnitee resulting from or arising out of:

(i) the failure of the Partnership Group to be the owner of valid and indefeasible easement rights, rights-of-way, leasehold and/or fee ownership interests in and to the lands on which are located any Partnership Assets or which are necessary to use or operate the Partnership Assets, in each case to the extent that such failure renders the Partnership Group liable or unable to use or operate the Partnership Assets in substantially the same manner that the Partnership Assets were used and operated immediately prior to the Closing Date as generally described in the Registration Statement;

(ii) the failure of the Partnership Group to have on the Closing Date any consent, license or permit necessary to allow any such Partnership Assets to cross the roads, waterways, railroads and other areas upon which any such Partnership Assets are located as of the Closing Date, in each case to the extent any such failure renders the Partnership Group unable to use or operate the Partnership Assets in substantially the same manner that the Partnership Assets were owned and operated immediately prior to the Closing Date;

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(iii) the cost of curing any failure or condition set forth in clause (i) or clause (ii) of this Section 3.2(a) that does not allow any Partnership Asset to be operated in substantially the same manner that the Partnership Assets were owned and operated immediately prior to the Closing Date;

(iv) all federal, state and local income tax liabilities attributable to the ownership or operation of the Partnership Assets prior to the Closing Date, including (A) any such income tax liabilities of the Partnership Group that may result from the consummation of the formation transactions for the Partnership Group occurring on or prior to the Closing Date and (B) any income tax liabilities arising under Treasury Regulation Section 1.1502-6 and any similar provision from applicable state, local or foreign law, by contract, as successor, transferee or otherwise and which income tax is attributable to having been a member of any consolidated combined or unitary group prior to the Closing Date;

(v) (A) the assets or operations of the NRGY Entities and (B) the Partnership Assets and the operations of any Partnership Group Member prior to the Closing Date, except to the extent that NRGY is indemnified with respect to the Losses described under Section 3.1(b); and

(vi) the Tres Palacios Purchase Agreement;

provided, however, that, in the case of clauses (i), (ii) and (iii) above, such indemnification obligation shall survive for three (3) years from the Closing Date, in the case of clause (iv) above, such indemnification obligation shall survive until the first day after any applicable statute of limitations and in the case of clause (v) above, such indemnification obligation shall survive indefinitely; provided, further, that any such indemnification obligation pursuant to clauses (i), (ii), (iii) or (iv) above shall survive the time at which it would otherwise expire pursuant to this Section 3.2(a) if notice is properly given to NRGY prior to such time.

(b) Subject to the provisions of Section 3.3, in addition to and not in limitation of the indemnification provided under this Article III, the Partnership shall indemnify, defend and hold harmless the NRGY Entities from and against any Losses suffered or incurred by the NRGY Entities by reason of or arising out of events and conditions associated with the operation of the Partnership Assets that occur on or after the Closing Date (other than Covered Environmental Losses, which are covered by Section 3.1).

(c) Notwithstanding anything herein to the contrary, in no event will the Indemnifying Party be obligated to indemnify the Indemnified Party for any claims, losses or expenses or income taxes referred to in Section 3.1(a) and Section 3.2 (a)(i)-(iv), if, and to the extent that such claims, losses or expenses or income taxes were either (i) reserved for in the Indemnified Party’s financial statements as of the Closing Date, or (ii) are recovered under available insurance coverage, from contractual rights or other recoveries against any third party.

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3.3 Indemnification Procedures.

(a) The Indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification pursuant to this Article III, it will provide notice thereof in writing to the Indemnifying Party specifying the nature of and specific basis for such claim; provided, however, that the Indemnified Party shall not submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to the expiration of the applicable indemnity coverage under this Agreement). Notwithstanding the foregoing, the Indemnified Party’s failure to provide notice under this Section 3.3 will not relieve the Indemnifying Party from liability hereunder with respect to such matter except in the event and only to the extent that the Indemnifying Party is materially prejudiced by such failure or delay or the Indemnifying Party does not receive notice of the claim prior to the applicable deadline for making such claim.

(b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification set forth in this Article III, including the selection of counsel (provided that if such claim involves Covered Environmental Losses, such counsel shall be reasonably acceptable to the Indemnified Party), determination of whether to appeal any decision of any court or similar authority, performance of any Environmental Activity associated with any Covered Environmental Losses and the settling of any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be.

(c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification set forth in this Article III, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the names of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and the making available to the Indemnifying Party of any employees of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 3.3. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article III; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense.

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(d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party as a result of such claim, (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Persons and (iii) any correlative tax benefit.

(e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.

ARTICLE IV

Provision of Services; Reimbursement

4.1 Agreement to Provide Services. Until such time as this Agreement is terminated as provided in Section 6.4, NRGY GP and NRGY hereby agree to provide the Partnership Group with such general and administrative services and management and operating services as may be necessary to manage and operate the business and affairs of the Partnership Group, including accounting, audit, business development, corporate record keeping, treasury services (including cash management), real property/land, legal, operations/engineering, geology/geophysics, investor relations, risk management, commercial/marketing, information technology, insurance, government relations/compliance, tax, payroll, human resources and environmental, health and safety (collectively, “Services”). The Services shall be consistent in nature and quality to the services of such type previously provided by NRGY GP and NRGY in connection with the management and operation of the Partnership Assets prior to the Closing Date.

4.2 Reimbursement by Partnership. Subject to and in accordance with the terms and provisions of this Article IV and such reasonable allocation and other procedures as may be agreed upon by NRGY GP and the General Partner from time to time, the Partnership hereby agrees to reimburse NRGY GP for all reasonable direct and indirect costs and expenses incurred by NRGY GP or its Affiliates (other than the Partnership Group) in connection with the provision of the Services to the Partnership Group, including the following:

(a) any payments or expenses incurred for insurance coverage and negotiated instruments (including surety bonds and performance bonds) provided by underwriters with respect to the Partnership Assets or the business of the Partnership Group;

(b) any costs incurred in connection with the provision of information technology services;

(c) salaries and related benefits and expenses of personnel employed by NRGY GP or its Affiliates (other than the Partnership Group) who render Services to the Partnership Group, plus general and administrative expenses associated with such personnel; it being agreed, however, that such allocation shall not include any costs or expenses attributable to NRGY equity compensation awards;

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(d) any taxes or other direct expenses paid by NRGY GP or its Affiliates for the benefit of the Partnership Group; and

(e) all expenses and expenditures incurred by NRGY GP or its Affiliates as a result of the Partnership becoming and continuing as a publicly traded entity, including costs associated with annual and quarterly reports, tax return and Schedule K-1 preparation and distribution, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, legal fees and independent director compensation;

it being agreed, however, that to the extent any reimbursable costs or expenses incurred by NRGY GP or its Affiliates consist of an allocated portion of costs and expenses incurred by NRGY GP or its Affiliates for the benefit of both the Partnership Group and the other Affiliates of NRGY, such allocation shall be made on a reasonable cost reimbursement basis as determined by NRGY GP.

ARTICLE V

License of Name and Mark

5.1 Grant of License. Upon the terms and conditions set forth in this Article V, NRGY hereby grants and conveys to each of the entities currently or hereafter comprising a part of the Partnership Group a nontransferable, nonexclusive, royalty free right and license (“License”) to use the name “Inergy” (the “Name”) and any associated or related marks (the “Mark”).

5.2 Ownership and Quality. The Partnership agrees that ownership of the Name and the Mark and the goodwill relating thereto shall remain vested in NRGY both during the term of this License and thereafter, and the Partnership further agrees, and agrees to cause the other members of the Partnership Group, never to challenge, contest or question the validity of NRGY’s ownership of the Name and Mark or any registration thereto by NRGY. In connection with the use of the Name and the Mark, the Partnership and any other member of the Partnership Group shall not in any manner represent that they have any ownership in the Name and the Mark or registration thereof except as set forth herein, and the Partnership, on behalf of itself and the other members of the Partnership Group, acknowledges that the use of the Name and the Mark shall not create any right, title or interest in or to the Name and the Mark, and all use of the Name and the Mark by the Partnership or any other member of the Partnership Group, shall inure to the benefit of NRGY. The Partnership agrees, and agrees to cause the other members of the Partnership Group, to use the Name and Mark in accordance with such quality standards established by NRGY and communicated to the Partnership from time to time, it being understood that the products and services offered by the members of the Partnership Group immediately before the Closing Date are of a quality that is acceptable to NRGY and justifies the License.

5.3 Termination. The License shall terminate upon a termination of this Agreement pursuant to Section 6.4.

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ARTICLE VI

Miscellaneous

6.1 Choice of Law; Submission to Jurisdiction. This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Delaware and to venue in Delaware.

6.2 Notice. All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by telecopier or telegram to such Party. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by telegram or telecopier shall be effective upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 6.2.

For notice to NRGY GP and NRGY:

Inergy GP, LLC

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

Attention: General Counsel

Fax: (816) 842-8181

For notice to the Partnership Entities:

NRGM GP, LLC

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

Attention: General Counsel

Fax: (816) 842-8181

6.3 Entire Agreement. This Agreement constitutes the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein. In the event of a conflict between the provisions of this Agreement and the provisions of the Partnership Agreement, the provisions of the Partnership Agreement shall control.

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6.4 Termination.

(a) Termination by NRGY. Notwithstanding any other provision of this Agreement, if (i) the General Partner is removed as general partner of the Partnership under circumstances where Cause does not exist and the Common Units held by the General Partner, NRGY and their Affiliates are not voted in favor of such removal, (ii) an NRGY Change of Control occurs or (iii) an NRGM Change of Control occurs, then this Agreement, other than the provisions set forth in Article III hereof, may be terminated by NRGY with 180 days’ prior written notice.

(b) Termination by the Partnership. Notwithstanding any other provision of this Agreement, if (i) an NRGY Change of Control occurs, (ii) an NRGM Change of Control occurs or (iii) Inergy Holdings GP, LLC acquires MGP GP, LLC pursuant to the Membership Interest Purchase Agreement, then this Agreement, other than the provisions set forth in Article III hereof, may be terminated by the Partnership with 180 days’ prior written notice.

(c) Survival of Obligations under Article III. For the avoidance of doubt, the Parties’ indemnification obligations under Article III shall survive the termination of this Agreement in accordance with their respective terms.

6.5 Effect of Waiver or Consent. No waiver or consent, express or implied, by any Party to or of any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any Person in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run.

6.6 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties; provided, however, that the Partnership may not, without the prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement that, in the reasonable discretion of the General Partner, would be adverse in any material respect to the holders of Common Units. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement.

6.7 Assignment; Third-Party Beneficiaries. No Party shall have the right to assign any of its rights or obligations under this Agreement without the consent of the other Parties hereto. Each of the Parties hereto specifically agrees that each Partnership Group Member, whether or not a Party to this Agreement, shall be entitled to assert rights and remedies hereunder as third-party beneficiaries hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to any such entity. Except as contemplated by the preceding sentence, this Agreement does not create any rights or benefits for any entity or individual other than the Parties.

6.8 Successors. This Agreement shall bind and inure to the benefit of the Parties and to their respective successors and assigns.

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6.9 Continuation of Work During Dispute. Notwithstanding any dispute, it shall be the responsibility of each Party to continue to perform its obligations under this Agreement pending resolution of the dispute.

6.10 Counterparts. This Agreement may be executed in any number of counterparts, including facsimile counterparts, with the same effect as if all signatory Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

6.11 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

6.12 Rules of Construction. Whenever the context requires, the gender of all words used in this Agreement shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural. All references to Article numbers and Section numbers refer to Articles and Sections of this Agreement. Unless otherwise specifically indicated or the context otherwise requires, the terms “include,” “includes” and “including” as used in this Agreement shall be deemed to be followed by the words “without limitation.”

6.13 Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each Party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

6.14 Withholding or Granting of Consent. Unless otherwise provided herein, each Party may, with respect to any consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its sole and uncontrolled discretion, with or without cause, and subject to such conditions as it shall deem appropriate.

6.15 Laws and Regulations. Notwithstanding any provision of this Agreement to the contrary, no Party shall take any act, or fail to take any act, under this Agreement which would violate any applicable law, statute, rule or regulation.

6.16 Negation of Rights of Limited Partners, Assignees and Third Parties. Except as set forth in Section 6.7, the provisions of this Agreement are enforceable solely by the Parties, and no stockholder, limited partner, member or assignee of NRGY GP, the Partnership or other Person shall have the right, separate and apart from NRGY GP or the Partnership, to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement.

6.17 No Recourse Against Officers or Directors. For the avoidance of doubt, the provisions of this Agreement shall not give rise to any right of recourse against any officer or director of NRGY GP, NRGY, the General Partner, the Partnership or any Partnership Group Member.

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6.18 Legal Compliance. The Parties acknowledge and agree that this Agreement, and all services provided under this Agreement, are intended to comply with any and all laws and legal obligations and that this Agreement should be construed and interpreted with this purpose in mind.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the Closing Date.

INERGY GP, LLC
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	President and Chief Executive Officer

INERGY, L.P.
By:	Inergy GP, LLC, its general partner
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	President and Chief Executive Officer

NRGM GP, LLC
By:	/s/ R. Brooks Sherman, Jr.
Name:	R. Brooks Sherman, Jr.
Title:	Executive Vice President and Chief Financial Officer

INERGY MIDSTREAM, L.P.
By:	NRGM GP, LLC, its general partner
By:	/s/ R. Brooks Sherman, Jr.
Name:	R. Brooks Sherman, Jr.
Title:	Executive Vice President and Chief Financial Officer

Signature Page to the Omnibus Agreement

EX-10.4

Exhibit 10.4

Execution Version

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (this “Agreement”) is made and entered into as of December 21, 2011, by and among Inergy, L.P., a Delaware limited partnership (“NRGY”) and Inergy Holdings GP, LLC , a Delaware limited liability company (“Holdings GP”).

RECITALS:

WHEREAS, NRGY owns 100% of the membership interests (the “MGP GP Interests”) in MGP GP, LLC, a Delaware limited liability company (“MGP GP”);

WHEREAS, MGP GP owns the non-economic general partner interest in Inergy Midstream Holdings, L.P., a Delaware limited partnership (“MGP”), and NRGY owns 100% of the limited partner interests in MGP;

WHEREAS, MGP owns 100% of the membership interests in NRGM GP, LLC, a Delaware limited liability company (“NRGM GP”);

WHEREAS, NRGM GP owns the non-economic general partner interest in Inergy Midstream, L.P., a Delaware limited partnership (“NRGM”);

WHEREAS, NRGY recognizes that the possibility of a change in control of NRGM could cause uncertainty and adversely impact the value of the common units of NRGM to the detriment of NRGY and the other unitholders of NRGM; and

WHEREAS, the independent members of the board of directors of NRGY have determined it is in the best interests of NRGY and its unitholders to provide for the purchase by Holdings GP of MGP GP under the circumstances described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the parties hereto agree as follows:

AGREEMENT:

Section 1. Definitions. Capitalized terms used in this Agreement but not defined in the body of this Agreement shall have the respective meanings set forth below:

“1940 Act” means the Investment Company Act of 1940.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“less than 25% NRGM Owner” means any person who directly or indirectly owns interests in NRGM that would be entitled to less than 25% of the aggregate amount of distributions to be paid by NRGM on its next succeeding quarterly distribution date, assuming the aggregate amount of distributions paid on such date were equal to the average of the amounts paid in the immediately preceding two quarterly distributions.

“less than 50% NRGM Owner” means any person who directly or indirectly owns interests in NRGM that would be entitled to less than 50% of the aggregate amount of distributions to be paid by NRGM on its next succeeding quarterly distribution date, assuming the aggregate amount of distributions paid on such date were equal to the average of the amounts paid in the immediately preceding two quarterly distributions.

“NRGM Change of Control” means the occurrence of any of the following:

(i) any merger, reorganization, consolidation or other transaction pursuant to which more than 50% of the combined voting power of the equity interests in NRGM GP ceases to be controlled by Holdings GP; or

(ii) any sale, lease, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets of NRGM GP or NRGM to any Person, other than NRGM GP, NRGM or any of their Affiliates.

“NRGY Change of Control” means the occurrence of any of the following:

(i) any merger, reorganization, consolidation or other transaction pursuant to which more than 50% of the combined voting power of the equity interests in Inergy GP, LLC (“NRGY GP”) ceases to be controlled by Holdings GP; or

(ii) any sale, lease, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets of NRGY GP or NRGY to any Person, other than NRGY GP, NRGY or any of their Affiliates.

“Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

Section 2. Purchase of the MGP GP Interests. (a) On the Closing Date (as defined below), and subject to the terms and conditions and in reliance on the representations and warranties set forth in this Agreement, upon the occurrence of an NRGY Change of Control at a time when NRGY is a less than 50% NRGM Owner, NRGY will sell, transfer and deliver to Holdings GP, and Holdings GP will purchase from NRGY, the MGP GP Interests for $1.00 (the “Purchase Price”).

(b) If (i) NRGY effects a pro rata distribution to the NRGY common unitholders of all or a portion of the equity interests in NRGM that NRGY directly or indirectly beneficially owns or (ii) NRGY’s ownership interest in NRGM is otherwise diluted, in either case so that NRGY becomes a less than 25% NRGM Owner, then NRGY will sell, transfer and deliver to Holdings GP, and Holdings GP will purchase from NRGY, the MGP GP Interests for the Purchase Price.

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Section 3. Time and Place of Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas 77002 on the second business day after all of the conditions set forth in Section 7 (other than those conditions which by their terms are only capable of being satisfied at the Closing, but subject to the satisfaction or due waiver of those conditions) have been satisfied or waived by the party entitled to waive such conditions, unless another time, date and place are agreed to in writing by the parties. The date of the Closing is referred to in this Agreement as the “Closing Date.”

Section 4. Deliveries and Actions at Closing.

(a) At the Closing, NRGY shall deliver, or shall cause to be delivered, to Holdings GP a counterpart of an assignment (the “Assignment of Interests”), evidencing the assignment, transfer and delivery to Holdings GP of the MGP GP Interests, duly executed by NRGY.

(b) At the Closing, Holdings GP shall deliver, or shall cause to be delivered, to NRGY (i) a counterpart of the Assignment of Interests duly executed by Holdings GP; and (ii) the Purchase Price.

Section 5. Representations and Warranties of NRGY. NRGY hereby represents and warrants to, and agrees with Holdings GP, that:

(a) Existence and Power. NRGY is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited partnership power and authority to execute and deliver this Agreement, consummate the transactions and perform each of its obligations contemplated hereby.

(b) Authority; Approvals.

(i) The execution and delivery of this Agreement by NRGY, the consummation by NRGY of each of the transactions and the performance by NRGY of each of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership action on the part of NRGY. This Agreement has been duly executed and delivered by NRGY and, assuming the accuracy of the representations and warranties of Holdings GP in Section 6 hereof, constitutes the valid and legally binding obligation of NRGY, enforceable against it in accordance with its terms, subject, (A) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies.

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(ii) The execution and delivery of this Agreement by NRGY and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (A) do not violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to NRGY under, (x) its organizational documents or (y) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (y), which violations, breaches or material detriments could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of NRGY; and (B) do not impose any penalty or other onerous condition on NRGY that could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby.

(iii) No approval from any Governmental Entity is required with respect to NRGY in connection with the execution and delivery by NRGY of this Agreement, the performance by NRGY of its obligations hereunder or the consummation by NRGY of the transactions contemplated hereby, except for any such approval the failure of which to be made or obtained (A) has not impaired and could not reasonably be expected to impair the ability of NRGY to perform its obligations under this Agreement in any material respect and (B) could not reasonably be expected to delay, in any material respect, or prevent the consummation of any of the transactions contemplated by this Agreement. As used in this Agreement, the term “Governmental Entity” means any agency, bureau, commission, authority, department, official, political subdivision, tribunal or other instrumentality of any government, whether (i) regulatory, administrative or otherwise; (ii) federal, state or local; or (iii) domestic or foreign.

(c) Ownership of MGP GP Interests. Upon the consummation of the transactions contemplated by this Agreement, NRGY will assign, convey, transfer and deliver to Holdings GP good and valid title to the MGP GP Interests free and clear of all liens other than (i) any transfer restrictions imposed by federal and state securities laws and (ii) any transfer restrictions contained in the organizational documents of MGP GP.

Section 6. Representations and Warranties of Holdings GP. Holdings GP hereby represents and warrants to, and agrees with NRGY, that:

(a) Existence and Power. Holdings GP is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to execute and deliver this Agreement, consummate the transactions and perform each of its obligations contemplated hereby.

(b) Authority; Approvals.

(i) The execution and delivery of this Agreement by Holdings GP, the consummation by Holdings GP of each of the transactions and the performance by Holdings GP of each of its obligations contemplated hereby have been duly and properly authorized by all necessary limited liability company action on the part of Holdings GP. This Agreement has been duly executed and delivered by Holdings GP

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and, assuming the accuracy of the representations and warranties of NRGY in Section 5 hereof, constitutes the valid and legally binding obligation of Holdings GP, enforceable against it in accordance with its terms, subject, (A) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(ii) The execution and delivery of this Agreement by Holdings GP and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (A) do not violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to Holdings GP under, (x) its organizational documents or (y) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (y), which violations, breaches or material detriments could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of Holdings GP; and (B) do not impose any penalty or other onerous condition on Holdings GP that could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby.

(iii) No approval from any Governmental Entity is required with respect to Holdings GP in connection with the execution and delivery by Holdings GP of this Agreement, the performance by Holdings GP of its obligations hereunder or the consummation by Holdings GP of the transactions contemplated hereby, except for any such approval the failure of which to be made or obtained (A) has not impaired and could not reasonably be expected to impair the ability of Holdings GP to perform its obligations under this Agreement in any material respect and (B) could not reasonably be expected to delay, in any material respect, or prevent the consummation of any of the transactions contemplated by this Agreement.

Section 7. Conditions to Closing.

(a) Conditions to Obligations of NRGY. The obligation of NRGY to sell the MGP GP Interests on the Closing Date is subject to the satisfaction of the following conditions:

(i) Holdings GP shall have performed in all material respects all of its obligations under this Agreement required to be performed by it on or prior to the Closing Date;

(ii) No action, claim, suit, hearing, complaint, demand, injunction, litigation, judgment, arbitration, order, decree, ruling or governmental investigation or proceeding is then pending or threatened by any court or Governmental Entity, and no such court or Governmental Entity shall have issued any injunction, judgment or order, which shall remain in effect, that would prevent consummation of the transactions contemplated hereby; provided, however, that the parties hereto shall use their reasonable best efforts to have any such injunction, judgment or order vacated or reversed;

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(iii) The representations and warranties of Holdings GP contained in this Agreement and in any certificate or other writing delivered by Holdings GP pursuant hereto shall be true in all material respects (except for such representations and warranties as shall be qualified by a materiality standard, which shall be true and correct in all respects) at and as of the Closing Date, as if made at and as of such date;

(iv) No applicable law, regulation or agreement then in effect and to which either NRGY or NRGM is a party (including any credit or debt agreements) prevents or prohibits consummation of the transactions contemplated hereby; and

(v) Consummation of the transactions contemplated hereby shall not require NRGY to register as an investment company under the 1940 Act.

(b) Conditions of Obligations of Holdings GP. The obligation of Holdings GP to consummate the transactions contemplated on the Closing Date is subject to the satisfaction of the following conditions:

(i) NRGY shall have performed in all material respects all of its obligations under this Agreement required to be performed by it on or prior to the Closing Date;

(ii) No action, claim, suit, hearing, complaint, demand, injunction, litigation, judgment, arbitration, order, decree, ruling or governmental investigation or proceeding is then pending or threatened by any court or Governmental Entity, and no such court or Governmental Entity shall have issued any injunction, judgment or order, which shall remain in effect, that would prevent consummation of the transactions contemplated hereby; provided, however, that the parties hereto shall use their reasonable best efforts to have any such injunction, judgment or order vacated or reversed;

(iii) The representations and warranties of NRGY contained in this Agreement and in any certificate or other writing delivered by NRGY pursuant hereto shall be true in all material respects (except for such representations and warranties as shall be qualified by a materiality standard, which shall be true and correct in all respects) at and as of the Closing Date, as if made at and as of such date; and

(iv) No applicable law, regulation or agreement then in effect and to which either NRGY or NRGM is a party (including any credit or debt agreements) prevents or prohibits consummation of the transactions contemplated hereby.

Section 8. Termination.

(a) This Agreement may be terminated at any time prior to the Closing as follows:

(i) By mutual written consent of the parties; or

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(ii) By either NRGY or Holdings GP if any Governmental Entity of competent jurisdiction shall have issued a final and non-appealable order, decree or judgment prohibiting the consummation of the transactions contemplated by this Agreement.

(b) This Agreement shall automatically terminate and lapse without any action by either party:

(i) upon the occurrence of an NRGY Change of Control, which occurs prior to the time that NRGY is a less than 50% NRGM Owner; or

(ii) upon the occurrence of an NRGM Change of Control, which occurs prior to the time that NRGY is a less than 25% NRGM Owner.

Section 9. Further Assurances. Promptly following the occurrence of a purchase event in Section 2(a) or 2(b), each of the parties shall take all actions necessary or appropriate under applicable laws to enable Holdings GP to purchase the MGP GP Interests being sold and purchased pursuant to the terms of this Agreement.

Section 10. Notices. All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed duly given, effective (a) three business days later, if sent by registered or certified mail, return receipt requested, postage prepaid, (b) when sent by telecopier or fax, provided that the telecopy or fax is promptly confirmed by telephone confirmation thereof, (c) when delivered, if delivered personally to the intended recipient, and (d) one business day later, if sent by overnight delivery via a national courier service, and in each case, addressed,

if to NRGY, to:

Inergy, L.P.

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

Attention: General Counsel

Facsimile: (816) 531-4680

with a copy to:

Vinson & Elkins LLP

1001 Fannin, Suite 2500

Houston, TX 77002

Attention: Gillian A. Hobson

Facsimile: (713) 615-5794

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if to Holdings GP, to:

Inergy Holdings GP, LLC

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

Attention: General Counsel

Facsimile: (816) 531-4680

Any party may change the address to which notices or other communications hereunder are to be delivered by giving notice in the manner herein set forth.

Section 11. Amendments and Waivers. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 12. Binding Effect; Assignment. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and permitted assigns. Neither this Agreement nor any rights or obligations of Holdings GP hereunder may be assigned or delegated by Holdings GP without the prior written consent of NRGY. Neither this Agreement nor any rights or obligations of NRGY hereunder may be assigned or delegated without the prior written consent of Holdings GP.

Section 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such state.

Section 14. Counterparts; Third Party Beneficiaries. This Agreement may be executed and delivered (including by facsimile transmission) in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person or entity who or which is not a party hereto other than the heirs, personal representatives, successors and permitted assigns of the parties hereto.

Section 15. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof.

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Section 16. Construction. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. This Agreement has been fully negotiated by the parties through their legal counsel. Accordingly, in interpreting this Agreement, the rule of interpretation requiring that documents be construed against the draftsman shall be inapplicable. Further, all additions or deletions of provisions from any and all drafts of this Agreement shall be of no force or effect in interpreting the terms of this Agreement or the intentions of the parties hereto.

Section 17. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 18. Specific Performance. The parties hereto agree that the remedy at law for any breach of this Agreement will be inadequate and that any party by whom this Agreement is enforceable shall be entitled to specific performance in addition to any other appropriate relief or remedy. Such party may, in its sole discretion, apply to any court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief.

Section 19. Remedies Cumulative. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

INERGY, L.P.
By:	Inergy GP, LLC, its general partner
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	President and Chief Executive Officer

INERGY HOLDINGS GP, LLC
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Trustee of The John J. Sherman Revocable Trust Dated May 4, 1994 (Sole Voting Member)

Signature Page to

Membership Interest Purchase Agreement

EX-10.5

Exhibit 10.5

PROMISSORY NOTE

(the “Note”)

$255,000,000.00 Date: December 21, 2011

FOR VALUE RECEIVED, INERGY, L.P. (the “Borrower”), HEREBY PROMISES TO PAY to the order of JPMORGAN CHASE BANK, N.A. (the “Bank”), at its offices located at 10 South Dearborn Street, Chicago, Illinois 60603 or at such other place as the Bank or any holder hereof may from time to time designate, the principal sum of TWO HUNDRED FIFTY-FIVE MILLION AND 00/100 DOLLARS ($255,000,000.00), or such lesser amount as may constitute the outstanding balance hereof (the “Loan”), in lawful money of the United States, on the Maturity Date (as hereinafter defined) set forth on the Bank’s books and records, which may be electronic in nature (or earlier as hereinafter referred to), and to pay interest in like money at such office or place from the date hereof on the unpaid principal balance of the Loan made hereunder at a rate equal to the Interest Rate (as hereinafter defined and computed on the basis of the actual number of days elapsed on the basis of a 360-day year) for the Loan, which shall be payable on the Maturity Date. Interest on any past due amount, whether at the due date thereof or by acceleration or upon default, shall be payable at a rate three percent (3%) per annum above the Interest Rate being charged on the Loan, which rate shall be computed for actual number of days elapsed on the basis of a 360-day year and shall be adjusted as of the date of each such change, but in no event higher than the maximum permitted under applicable law. The Bank is authorized (but not obligated) to debit any deposit account of the Borrower now or hereafter maintained by the Borrower with the Bank (a “Deposit Account”) for any amounts not paid when due hereunder.

Interest

The Bank is authorized to enter on its books and records, which may be electronic in nature, (i) the amount of the Loan made from time to time hereunder, (ii) the date on which the Loan is made, (iii) the Maturity Date, it being understood and agreed that the Loan shall be due and payable no later than 5:00 p.m. (Chicago time) on the date hereof (the “Maturity Date”), (iv) the interest rate agreed between the Borrower and the Bank as the interest rate to be paid to the Bank on the Loan (such rate, the “Interest Rate”), which rate shall be the Prime Rate plus five percent (5%), (v) the amount of each payment made hereunder, and (vi) the outstanding principal balance of the Loan hereunder from time to time. The date, amount, rate of interest and maturity date of the Loan and payment(s) (if any) of principal, the Loan to which such payment(s) will be applied (which shall be at the discretion of the Bank) and the outstanding principal balance of Loan shall be recorded by the Bank on its books and records (which may be electronic in nature) and at any time and from time to time may be, and shall be prior to any transfer by the Bank and delivery of this Note, entered by the Bank on a schedule to be attached to this Note by the Bank (at the discretion of the Bank). Any such entries shall be conclusive in the absence of manifest error. The failure by the Bank to make any or all such entries shall not relieve the Borrower from its obligation to pay any and all amounts due hereunder.

Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to the Loan, together with all fees, charges and other amounts which are treated as interest on the Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Bank in accordance with applicable law, the rate of interest payable in respect of the Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate.

Prepayment

The Borrower shall have the right to prepay the Loan prior to the Maturity Date without premium or penalty.

Additional Costs

If (a) any applicable domestic or foreign law, treaty, government rule or regulation now or later in effect (whether or not it now applies to the Bank), (b) the interpretation, application or administration thereof by a governmental authority charged with such interpretation, application or administration or (c) compliance by the Bank with any guideline, request, rules, requirement or directive of such an authority (whether or not having the force of law), including, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted, issued or implemented, shall (A) affect the basis of taxation of payments to the Bank of any amounts payable by the Borrower under this Note (other than taxes imposed on the overall net income of the Bank by the jurisdiction or by any political subdivision or taxing authority of the jurisdiction in which the Bank has its principal office), or (B) impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, Federal Deposit Insurance Corporation deposit insurance premiums or assessments) against assets of, deposits with or for the account of, or credit extended by the Bank, or (C) impose any other condition with respect to this Note and the result of any of the foregoing is to increase the cost to the Bank of extending, maintaining or funding the Loan or to reduce the amount of any sum receivable by the Bank on the Loan, or (D) affect the amount of capital required or expected to be maintained by the Bank (or any corporation controlling the Bank) and the Bank determines that the amount of such capital is increased by or based upon the existence of the Bank’s obligations under this Note and the increase has the effect of reducing the rate of return on the Bank’s (or its controlling corporation’s) capital as a consequence of the obligations under this Note to a level below that which the Bank (or its controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then the Borrower shall pay to the Bank, from time to time, upon request by the Bank, additional amounts sufficient to compensate the Bank for the increased cost or reduced sum receivable. Whenever the Bank shall learn of circumstances described in this section which are likely to result in additional costs to the Borrower, the Bank shall give prompt written notice to the Borrower of the basis for and the estimated amount of any such anticipated additional costs. A statement as to the amount of the increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by the Bank and submitted by the Bank to the Borrower, shall be conclusive and binding for all purposes absent manifest error in computation.

Indemnity

The Borrower shall indemnify the Bank, and the Bank’s affiliates and the respective directors, officers, employees, agents and advisors of such person and such person’s affiliates (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee

arising out of, in connection with, or as a result of (i) the execution or delivery of this Note, the performance by the parties hereto of their respective obligations thereunder or the consummation of other transactions contemplated hereby, (ii) the Loan or the use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

Events of Default

In the event of: default in the prompt payment of this Note and all other liabilities and obligations now or hereafter owed by Borrower to the Bank hereunder (collectively, “Liabilities”); complete or partial liquidation or suspension of any business of the undersigned; dissolution, merger, consolidation or reorganization of the undersigned; general assignment for the benefit of creditors or insolvency of the undersigned; appointment of a receiver, conservator, rehabilitator or similar officer for the undersigned, or for any property of the undersigned; the taking of possession of, or assumption of control over, all or any substantial part of the property of the undersigned by the United States government, or any state or political subdivision thereof, foreign government (de facto or de jure) or any agency of any thereof; calling of a meeting of creditors, assignment for the benefit of creditors or bulk sale or notice thereof; then and in any such event, in addition to all rights and remedies of the Bank under applicable law and otherwise, all such rights and remedies cumulative, not exclusive and enforceable alternatively, successively and concurrently, the Bank may, at its option, declare any and all of the amounts owing under this Note to be due and payable, whereupon the maturity of the then unpaid balance hereof shall be accelerated and the same, together with all interest accrued hereon, shall forthwith become due and payable provided, however, that if a bankruptcy event specified above shall have occurred, all amounts owing under this Note shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower. Further, acceptance of any payments shall not waive or affect any prior demand or acceleration of amounts due hereunder, and each such payment made shall be applied first to the payment of accrued interest, then to the aggregate unpaid principal or otherwise as determined by the Bank in its sole discretion.

Definitions

Business Day

A “Business Day” shall mean a day other than Saturday, Sunday or any other day in which national banking associations are authorized to be closed.

Prime Rate

“Prime Rate” shall mean the rate of interest as is publicly announced by the Bank from time to time as its Prime Rate. The Prime Rate is a variable rate and each change in the Prime Rate is effective from and including the date this change is announced as being effective. THE PRIME RATE IS A REFERENCE RATE AND MAY NOT BE THE BANK’S LOWEST RATE.

Set-Off

The Borrower hereby gives to the Bank a right of set-off against all moneys, securities and other property of the Borrower and the proceeds thereof, now or hereafter delivered to, remaining with or in transit in any manner to the Bank, its correspondents, affiliates (including J.P. Morgan Securities LLC) or its agents from or for the Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise or coming into possession, control or custody of the Bank in any way, and also in addition to set-off rights, a lien on and security interest in any balance of any Deposit Accounts and credits of the Borrower with, and any and all claims of the Borrower against the Bank at any time existing, hereby authorizing the Bank at any time or times, without prior notice, to apply such balances, credits or claims, or any part thereof, to the obligations of the Borrower under this Note in such amounts as it may select, whether contingent, unmatured or otherwise.

Assignment

The Borrower may assign or otherwise transfer its rights or obligations hereunder pursuant to the Assignment and Assumption Agreement attached hereto as Exhibit A.

Miscellaneous

The Borrower hereby waives diligence, demand, presentment, protest and notice of any kind, and assents to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice.

All payments under this Note shall be made without set-off or counterclaim in lawful money of the United States of America and in immediately available funds for the Bank’s account at such place as shall be designated by the Bank for such purpose.

Should any payment of principal or interest become due and payable on any day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and interest shall continue to accrue at the applicable rate until such payment is made.

This Note may not be changed, modified or terminated orally, but only by an agreement in writing signed by the party to be charged and consented to in writing by the party hereof.

The Bank reserves the right to assign or sell participations in the Loan or the Note to any entity (including to any Federal Reserve Bank in accordance with applicable law) and to provide any assignee or participant or prospective assignee or participant with information of the Borrower previously received by the Bank, subject to confidentiality requirements. The Borrower’s consent to such assignment or participation is hereby deemed granted.

The Borrower hereby authorizes the Bank and any other holder of an interest in this Note (a “Holder”) to disclose confidential information relating to the financial condition or operations of the Borrower (i) to any director, officer, employee or affiliate of the Bank or any Holder, (ii) to any purchaser or prospective purchaser of an interest in the Loan, (iii) to legal counsel, accountants, and other professional advisors to the Bank or any Holder, (iv) to regulatory officials, (v) as requested or required by law, regulation, or legal process or (vi) in connection with any legal proceeding to which the Bank or any other Holder is a party.

The Borrower shall reimburse the Bank on demand for all costs, expenses and charges (including, without limitation, fees and charges of external legal counsel for the Bank and costs allocated by its internal legal department) in connection with the preparation, performance or enforcement of this Note. In the event the Bank or any holder hereof shall refer this Note to an attorney for collection, the Borrower agrees to pay, in addition to unpaid principal and interest, all the costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney’s fees of internal or outside counsel, whether or not suit is instituted.

In the event of any litigation with respect to this Note, THE BORROWER WAIVES THE RIGHT TO A TRIAL BY JURY and all rights of setoff and rights to interpose counter-claims and cross-claims. The Borrower hereby irrevocably consents to the jurisdiction of the courts of the State of New York and of any Federal court located in such State in connection with any action or proceeding arising out of or relating to this Note. The execution and delivery of this Note has been authorized by the board of directors of the Borrower. The Borrower hereby authorizes the Bank to complete this Note in any particulars according to the terms of the Loan. This Note shall be governed by and construed in accordance with the laws of the State of New York applicable to contract made and to be performed in such State, and shall be binding upon the successors and assigns of the Borrower and inure to the benefit of the Bank, its successors, endorsees and assigns.

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If any term or provision of this Note shall be held invalid, illegal or unenforceable the validity of all other terms and provisions hereof shall in no way be affected thereby.

INERGY, L.P., as the Borrower
By: INERGY GP, LLC, its managing general partner
By	/s/ R. Brooks Sherman, Jr.
	Name: R. Brooks Sherman, Jr.
	Title: Executive Vice President, Chief Financial Officer

EX-10.5A

Exhibit 10.5A

ASSIGNMENT AND ASSUMPTION

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.

The Assignor and Inergy Midstream, L.P. (the “Assignee”) agree as follows:

1. The Assignor hereby irrevocably assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described in Schedule 1 hereto (the “Assigned Interest”). Assignee hereby assumes, as its direct and primary obligation, the payment and performance of all of the liabilities and obligations of Assignor under the Promissory Note, including, without limitation, the obligation to pay interest and fees with respect to all such liabilities and obligations, and indemnification obligations related thereto (collectively the “Assumed Obligations”) and hereby agrees to make all payments required under Promissory Note in effect and to discharge the Assumed Obligations as they become due or are declared due. Assignee acknowledges that Assignor has assigned to Assignee all of the rights of Assignor under the Promissory Note, including, without limitation, the right to obtain loans, all on the terms and subject to the conditions set forth in the Promissory Note. From and after the date hereof, Assignee agrees to perform and discharge all of the Assumed Obligations, including, without limitation, performance and observance of all of the covenants and conditions of the Promissory Note to be performed or observed by Assignor thereunder or in connection therewith, and to be bound in all respects by the terms of the Promissory Note as they relate to Assignor as if Assignee were an original signatory thereto. From and after the date hereof, all references in the Promissory Note to Assignor as the “Borrower” as defined in the Promissory Note shall be deemed to be a reference to Assignee as the Borrower.

2. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Assumption; (b) confirms that it has received a copy of the Promissory Note; (c) agrees that it will be bound by the provisions of the Promissory Note and will perform in accordance with its terms all the obligations which by the terms of the Promissory Note are required to be performed by it; and (d) makes all of the representations and warranties set forth in the Promissory Note as of the Effective Date.

3. Each of the Assignor, the Assignee and the Lender hereby acknowledges and agrees that after giving effect to this Assignment and Assumption, the Assigned Interest shall be debt:

(1) as to which neither the Assignor nor any of its subsidiaries (other than the Assignee and any of its subsidiaries) (a) provides credit support of any kind, (b) is directly or indirectly liable as a guarantor or otherwise, or (c) is the lender;

(2) no default with respect to which would permit upon notice, lapse of time or both any holder of any other debt of the Assignor or any of its subsidiaries (other than the Assignee and any of its subsidiaries) to declare a default on such other debt or cause the payment of such debt to be accelerated or payable prior to its stated maturity; and

(3) as to which each of the Lender and the Assignee is hereby notified that it will not have any recourse to the stock or assets of the Assignor or any of its subsidiaries (other than the Assignee and any of its subsidiaries).

4. The effective date of this Assignment and Assumption shall be the Effective Date of Assignment described in Schedule 1 hereto (the “Effective Date”).

5. From and after the Effective Date, (a) the Assignee shall be a party to the Promissory Note and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Borrower thereunder and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be released from its obligations under the Promissory Note.

6. Upon the consummation of the initial public offering of a minority interest in the common units of the Assignee (the “IPO”), the Assignee agrees to make a mandatory repayment of the Loan in full in cash, (together with all interest, fees, charges and other amounts owing under the Promissory Note, the “Repayment Amount”), from the net cash proceeds of the IPO and, if such net cash proceeds are insufficient to repay the Repayment Amount, cash on hand or new borrowings by the Assignee.

7. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be executed as of the date first above written by their respective duly authorized signatories.

Inergy Midstream, L.P		Inergy, L.P
By: NRGM GP, LLC		By: Inergy GP, LLC
its managing general partner		its managing general partner
By:	/s/ R. Brooks Sherman, Jr.	By:	/s/ R. Brooks Sherman, Jr.
Name:	R. Brooks Sherman, Jr.	Name:	R. Brooks Sherman, Jr.
Title:	Executive Vice President, Chief Financial Officer	Title:	Executive Vice President, Chief Financial Officer

Accepted and acknowledged:
JPMorgan Chase Bank, N.A., as Lender
By:	/s/ Kenneth J. Fatur
Name: Kenneth J. Fatur
Title: Managing Director