Form of Tax Sharing Agreement




 Exhibit 10.5 

 
 FORM OF 

 
 TAX SHARING AGREEMENT 

 
 BY AND AMONG 

 
 INERGY, L.P. 

 
 AND 

 
 INERGY MIDSTREAM, L.P. 

 
 October         ,
2011 








 TAX SHARING AGREEMENT 
  
 BY AND AMONG 
  

INERGY, L.P. AND INERGY MIDSTREAM, L.P. 
  

Tax Sharing Agreement (the “Agreement”), dated this         day of September, 2011, by
and among INERGY, L.P. (“NRGY”), a Delaware limited partnership, and INERGY MIDSTREAM, L.P. (“NRGM”), a Delaware limited partnership. 
  

RECITALS 
  

WHEREAS, NRGY is the owner of the member interests of NRGM GP LLC (the general partner of NRGM) and common units of NRGM; 

 
 WHEREAS, the NRGM Group (as defined below) includes various
entities that may be required to join with NRGY or its affiliates in the filing of a consolidated, combined or unitary state tax return; 
  

WHEREAS, the Parties (as defined below) wish to set forth the general principles under which they will allocate and share various Taxes
(as defined below) and related liabilities; 
  

WHEREAS, NRGY, on behalf of itself and its present and future subsidiaries other than the NRGM Group (“NRGY Group”), and
NRGM, on behalf of itself and its present and future subsidiaries (the “NRGM Group”), are entering into this Agreement to provide for the allocation among the NRGY Group and the NRGM Group of all responsibilities, liabilities and
benefits relating to any Tax for which a Combined Return (as defined below) is filed for a taxable period including or beginning on or after the Effective Date (as defined below) and to provide for certain other matters; 

 
 NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained in this Agreement, and 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. The following terms shall have the following meanings (such meanings to be equally applicable to both the
singular and the plural forms of the terms defined): 
  
 “Accounting Referee” is defined in Section 6.11 herein. 
  

“Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto, as in effect for the taxable period
in question. 

  
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 “Combined Group” means a group of corporations or other entities that files
a Combined Return. 
  
 “Combined
Return” means any Tax Return (other than a Tax Return for U.S. federal income taxes) filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form
of combination) or unitary basis that includes activities of any member of the NRGY Group and any member of the NRGM Group. 
  

“Effective Date” means 7:00 a.m., Central time, on [date of closing]. 

 
 “Final Determination” means the final
resolution of any Tax (or other matter) for a taxable period, including related interest or penalties, that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise, including (i) by the
expiration of a statute of limitations or a period for the filing of claims for refunds, amending Tax Returns, appealing from adverse determinations or recovering any refund (including by offset), (ii) by a decision, judgment, decree or other
order by a court of competent jurisdiction, which has become final and unappealable, (iii) by a closing agreement, an accepted offer in compromise or a comparable agreement under laws of the particular Tax Authority, (iv) by execution of a
form under the laws of a Tax Authority that is comparable to an Internal Revenue Service Form 870 or 870-AD (excluding, however, with respect to a particular Tax Item for a particular taxable period any such form that reserves (whether by its terms
or by operation of law) the right of the taxpayer to file a claim for refund and/or the right of the Tax Authority to assert a further deficiency with respect to such Tax Item for such period) or (v) by any allowance of a refund or credit, but
only after the expiration of all periods during which such refund may be adjusted. 
  
 “Notice” is defined in Section 6.1 herein. 
  

“NRGY Group” is defined in the recitals to this Agreement. 
  
 “Party” means each of NRGY and NRGM, and solely for purposes of this definition,
“NRGY” includes the NRGY Group and NRGM includes the NRGM Group. Each of NRGY and NRGM shall cause the NRGY Group and the NRGM Group, respectively, to comply with this Agreement. 
  
 “NRGM Group” is defined in the Recitals to this Agreement. 

 
 “NRGM Group Combined Tax Liability” means,
with respect to any Tax, the NRGM Group’s liability for such Tax owed with respect to a Combined Return for a taxable period, as determined under Section 3.2 of this Agreement. 
  
 “NRGM Group Deposit” is defined in Section 3.4 herein. 

 
 “NRGM Group Members” means those entities
included in the NRGM Group. 
  
 “NRGM Group
Pro Forma Combined Return” means a pro forma Combined Return or other schedule prepared pursuant to Section 3.2 of this Agreement. 

  
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 “Reporting Entity” means the entity that is required by statute or rule to
file the particular Combined Return. 
  
 “Tax
Attribute” means a Tax Item of a member of the NRGM Group reflected on a Combined Return that is comparable to one or more of the following attributes with respect to a U.S. federal income tax consolidated tax return: a net operating loss,
a net capital loss, an unused investment credit, an unused foreign tax credit, an excess charitable contribution, a U.S. federal minimum tax credit or a U.S. federal general business credit (but not tax basis or earnings and profits). 

 
 “Tax Authority” means a domestic
governmental authority (other than the United States) or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax
(excluding the U.S. Internal Revenue Service). 
  

“Tax Controversy” means any audit, examination, dispute, suit, action, litigation or other judicial or administrative
proceeding initiated by NRGY or NRGM or any Tax Authority. 
  
 “Tax Item” means any item of income, gain, loss, deduction or credit, or other item reflected on a Tax Return or any Tax Attribute. 

 
 “Tax Return” means any return, report,
certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended Tax Return, claim for refund or declaration of estimated tax) required to be
supplied to, or filed with, a Tax Authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax. 

 
 “Tax” or “Taxes” means all
forms of taxation, whenever created or imposed, and whether imposed by a domestic, local, municipal, governmental, state, federation or other body, but excluding taxes imposed by the United States, and without limiting the generality of the
foregoing, shall include net income, alternative or add-on minimum, gross income, sales, use, ad valorem, gross receipts, value added, franchise, profits, license, transfer, recording, withholding, payroll, employment, excise, severance, stamp,
occupation, premium, property, windfall profit, custom duty or other tax, governmental fee or like assessment or charge of any kind whatsoever, together with any related interest, penalties or other additions to tax, or additional amounts imposed by
any such Tax Authority. 
  
 Any term used but not capitalized herein
that is defined in the Code or in the Treasury Regulations thereunder shall, to the extent required by the context of the provision at issue, have the meaning assigned to it in the Code or such regulation. 

 
 ARTICLE II 

Preparation and Filing of Tax Returns 
  

2.1 Manner of Filing 

  
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 (a) For periods that include the Effective Date and periods after the Effective Date, NRGY
shall have the sole and exclusive responsibility for the preparation and filing of, and shall cause the Reporting Entity to prepare and file, all Combined Returns. NRGY shall be authorized to take any and all action necessary or incidental to the
preparation and filing of a Combined Return, including, without limitation, (i) making elections and adopting accounting methods, (ii) filing all extensions of time, including extensions of time for payment of tax, (iii) filing claims
for refund or credit or (iv) giving waivers or bonds. 
  
 (b) For periods that include the Effective Date and periods after the Effective Date, the NRGM Group shall have the sole and exclusive responsibility for the preparation and filing of, and shall prepare
and file or cause to be prepared and filed, all Tax Returns of the NRGM Group Members that are not Combined Returns. 
  

(c) NRGY shall have sole discretion to include, or cause to be included, in a Combined Return for any Tax any member of the NRGM Group
for which inclusion in such Combined Return is elective; provided, however, that the NRGM Group Combined Tax Liability for any period shall not exceed the aggregate of (x) each such elective NRGM Group Member’s liability for such Tax for
such period, computed as if such NRGM Group Member were not included in such Combined Return and (y) the NRGM Group Combined Tax Liability calculated for the NRGM Group Members for which inclusion is not elective. NRGY shall provide pro forma
Tax Returns pursuant to Section 3.5 of this Agreement to support the calculation of the amount of any decrease in the NRGM Group Combined Tax Liability pursuant to this Section 2.1(c). 

 
 2.2 Franchise Tax Taxable Period.
References to “taxable period” for any franchise or other doing business Tax shall mean the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right
to do business for another taxable period is obtained by the payment of such franchise Tax. 
  
 ARTICLE III 
 Allocation of Taxes 

 
 3.1 Liability of the NRGM Group for Combined
Taxes. For each Tax for each taxable period that includes or begins on or after the Effective Date and for which a Combined Return is filed, the NRGM Group Members included in such Combined Return shall be liable to NRGY for an amount equal
to the NRGM Group Combined Tax Liability in respect of such Tax. 
  
 3.2 NRGM Group Combined Tax Liability. With respect to each Tax for each taxable period that includes or begins on or after the Effective Date and for which a member of the NRGM Group is
included in a Combined Return, the NRGM Group Combined Tax Liability for such Tax for such taxable period shall be the Tax for such taxable period as determined on a NRGM Group Pro Forma Combined Return prepared: 

 
 (a) by including only the Tax Items of the members of the
NRGM Group that are included in the Combined Return and computing the liability of the NRGM Group Members for such Tax as if such NRGM Group Members were included in a separate combined, consolidated or unitary return that includes only the NRGM
Group Members; 

  
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 (b) except as provided in Section 3.2(e) hereof, using all elections, accounting
methods and conventions used on the Combined Return for such period; 
  
 (c) applying the Tax rate in effect for the Combined Return of the Combined Group for such taxable period; 
  

(d) assuming that the NRGM Group elects not to carry back any net operating losses and 

 
 (e) assuming that the NRGM Group’s utilization of any
Tax Attribute carryforward or carryback is limited to the Tax Attributes of the NRGM Group that would be available if the NRGM Group Combined Tax Liability for each taxable period ending after the Effective Date were determined in accordance with
this Section 3.2. 
  
 3.3 Preparation and
Delivery of Pro Forma Tax Returns. Not later than 90 days following the date on which a Combined Return is filed with the appropriate Tax Authority, NRGY shall prepare and deliver to NRGM the related NRGM Group Pro Forma Combined Return
calculating the NRGM Group Combined Tax Liability attributable to the period covered by such filed Combined Return. 
  

3.4 Payment of Tax. NRGY shall timely pay (or shall cause to be timely paid) any Tax reflected on a Combined Return and hold
NRGM harmless for all liability for such Tax. In the event NRGY is required to make an estimated payment or deposit of any Tax of any Combined Group which includes any member of the NRGM Group, NRGY shall calculate the portion, if any, of such
estimated payment or deposit attributable to the NRGM Group using a methodology similar to that described in Section 3.2 (the “NRGM Group Deposit”) and shall present such calculation to NRGM. Within 5 days thereafter, NRGM
shall pay the NRGM Group Deposit to NRGY. Within 30 days after delivery by NRGY of a NRGM Group Pro Forma Combined Return to NRGM calculating the NRGM Group Combined Tax Liability with respect to a Combined Return, NRGM shall pay to NRGY such NRGM
Group Combined Tax Liability less the amount of any NRGM Group Deposit relating to the same Combined Return. 
  

3.5 Subsequent Changes in Treatment of Tax Items. With respect to any Combined Return for any taxable period beginning on or
after the Effective Date, in the event of a change in the treatment of any Tax Item of any member of a Combined Group as a result of a Final Determination, within 30 days following such Final Determination (i) NRGY shall calculate the change,
if any, to the NRGM Group Combined Tax Liability resulting from such change, (ii) NRGY shall pay any decrease in the NRGM Group Combined Tax Liability to NRGM and (iii) NRGM shall pay any increase in the NRGM Group Combined Tax Liability
to NRGY. 
  
 ARTICLE IV 

Control of Tax Proceedings; Cooperation and Exchange of Information 
  
 4.1 Control of Proceedings. Except as provided in this Article IV, NRGY shall have full
responsibility and discretion in handling, settling or contesting any Tax Controversy involving a Tax Return for which it has filing responsibility under this Agreement as well as all Tax Returns for all taxable periods ending before the Effective
Date. NRGM shall have full responsibility and discretion in handling, settling or contesting any Tax Controversy involving a 

  
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Tax Return for which it has filing responsibility under this Agreement. Except as otherwise provided in this Article IV, any costs incurred in handling, settling or contesting any Tax Controversy
shall be borne by the Party having full responsibility and discretion thereof. 
  
 4.2 Cooperation and Exchange of Information. 
  

(a) Each Party shall cooperate fully at such time and to the extent reasonably requested by any other Party in connection with the
preparation and filing of any Tax Return or claim for refund, or the conduct of any audit, dispute, proceeding, suit or action concerning any issues or other matters considered in this Agreement. Such cooperation shall include, without limitation,
the following: (i) the retention and provision on demand of Tax Returns, books, records (including those concerning ownership and Tax basis of property which a Party may possess), documentation or other information relating to the Tax Returns,
including accompanying schedules, related workpapers and documents relating to rulings or other determinations by Taxing Authorities, until the expiration of the applicable statute of limitations (giving effect to any extension, waiver or mitigation
thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.2(a), to the extent such information is necessary or reasonably helpful in connection with the
foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of a Tax Return by NRGY, NRGM or of their respective subsidiaries, or in connection with any audit, dispute, proceeding,
suit or action and (iv) such Party’s commercially reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing.

  
 (b) Each Party shall make its employees and
facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. 
  

(c) If any Party fails to provide any information requested pursuant to Section 4.2 hereof within a reasonable period, as determined
in good faith by the Party requesting the information, then the requesting Party shall have the right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party.
If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or
other information as reasonably necessary to comply with this Section 4.2 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm. 

 
 ARTICLE V 

Warranties and Representations; Payment Obligations 

 
 5.1 Warranties and Representations Relating to Actions
of NRGY and NRGM. Each of NRGY and NRGM warrants and represents to the other that: 
  
 (a) in the case of NRGY, it is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power to carry out the transactions
contemplated by this Agreement; 

  
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 (b) in the case of NRGM, it is a limited partnership duly organized, validly existing and
in good standing under the laws of the State of Delaware and has all requisite power to carry out the transactions contemplated by this Agreement; 
  

(c) it has duly and validly taken all action necessary to authorize the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby; 
  
 (d) this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable in accordance with its terms subject, as to the enforcement of remedies,
to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally from time to time in effect and (ii) general principles of equity, whether enforcement
is sought in a proceeding at law or in equity and 
  

(e) the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the compliance with any of
the provisions of this Agreement will not (i) conflict with or result in a breach of any provision of its certificate of incorporation, by-laws, certificate of limited partnership, limited partnership agreement or general partnership agreement,
as the case may be, (ii) breach, violate or result in a default under any of the terms of any agreement or other instrument or obligation to which it is a party or by which it or any of its properties or assets may be bound or
(iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or affecting any of its properties or assets. 
  

5.2 Calculation of Payment Obligations. Except as otherwise provided under this Agreement, to the extent that the payor
Party has a payment obligation to the payee Party pursuant to this Agreement, the payee Party shall provide the payor Party with its calculation of the amount of such obligation. The documentation of such calculation shall provide sufficient detail
to permit the payor Party to reasonably understand the calculation. All payment obligations shall be made to the payee Party or to the appropriate Tax Authority as specified by the payee Party within 30 days after delivery by the payee Party to the
payor Party of written notice of a payment obligation. Any disputes with respect to payment obligations shall be resolved in accordance with Section 6.11 below. 

 
 5.3 Prompt Performance. All actions required to
be taken by any Party under this Agreement shall be performed within the time prescribed for performance in this Agreement or if no period is prescribed, such actions shall be performed promptly. 

 
 5.4 Interest. Payments pursuant to this
Agreement that are not made within the period prescribed therefor in this Agreement shall bear interest (compounded daily) from and including the date immediately following the last date of such period through and including the date of payment at a
rate equal to the U.S. federal short-term rate or rates established pursuant to Section 6621 of the Code for the period during which such payment is due but unpaid. 

 
 5.5 Tax Records. The Parties to this Agreement
hereby agree to retain and provide on proper demand by any Tax Authority (subject to any applicable privileges) the books, records, documentation and other information relating to any Tax Return until the later of (i) the


  
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expiration of the applicable statute of limitations (giving effect to any extension, waiver or mitigation thereof), (ii) the date specified in an applicable records retention agreement
entered into with a Tax Authority, (iii) a Final Determination made with respect to such Tax Return and (iv) the final resolution of any claim made under this Agreement for which such information is relevant. 

 
 5.6 Continuing Covenants. Each Party agrees
(i) not to take any action reasonably expected to result in a new or changed Tax Item that is detrimental to any other Party and (ii) to take any action reasonably requested by any other Party that would reasonably be expected to result in
a new or changed Tax Item that produces a benefit or avoids a detriment to such other Party; provided that such action does not result in any additional cost not fully compensated for by the requesting Party. The Parties hereby acknowledge that the
preceding sentence is not intended to limit, and therefore shall not apply to, the rights of the Parties with respect to matters otherwise covered by this Agreement. 

 
 ARTICLE VI 

Miscellaneous Provisions 
  

6.1 Notice. Any notice, demand, claim or other communication required or permitted to be given under this Agreement (a
“Notice”) shall be in writing and may be personally served provided a receipt is obtained therefor, or may be sent by certified mail return receipt requested postage prepaid, to the Parties at the following addresses (or at such
other address as one Party may specify by notice to any other Party): 
  

			
	NRGY at:	  	Inergy, L.P.
		  	Two Brush Creek Blvd, Suite 200
		  	 Kansas City, MO 64112

		  	 Attention: General Counsel

		
	NRGM at:	  	Inergy Midstream, L.P.
		  	c/o Inergy, L.P.
		  	Two Brush Creek Blvd, Suite 200
		  	Kansas City, MO 64112
		  	Attention: Vice President – Legal

  
 A Notice which is delivered
personally shall be deemed given as of the date specified on the written receipt therefor. A Notice mailed as provided herein shall be deemed given on the third business day following the date so mailed. Notification of a change of address may be
given by any Party to another in the manner provided in this Section 6.1 for providing a Notice. 
  

6.2 Required Payments. Unless otherwise provided in this Agreement, any payment of Tax required shall be due within 30 days
of a Final Determination of the amount of such Tax. 
  

6.3 Injunctions. The Parties acknowledge that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with its specific terms or were otherwise breached. The Parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically


  
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the terms and provisions of this Agreement in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity. 

 
 6.4 Further Assurances. Subject to the
provisions hereof, the Parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to
consummate the transactions contemplated hereby. Subject to the provisions hereof, each of the Parties shall, in connection with entering into this Agreement, perform its obligations hereunder and take any and all actions relating hereto, comply
with all applicable laws, regulations, orders and decrees, obtain all required consents and approvals and make all required filings with any governmental agency, other regulatory or administrative agency, commission or similar authority and promptly
provide the other Parties with all such information as such Parties may reasonably request in order to be able to comply with the provisions of this sentence. 
  

6.5 Parties in Interest. Except as herein otherwise specifically provided, nothing in this Agreement expressed or implied is
intended to confer any right or benefit upon any person, firm or corporation other than the Parties and their respective successors and permitted assigns. 
  

6.6 Setoff. Except as provided by Section 2.1(c) of this Agreement, all payments to be made under this Agreement shall
be made without setoff, counterclaim or withholding, all of which are expressly waived. 
  
 6.7 Change of Law. If, due to any change in applicable law or regulations or the interpretation thereof by any court of law or other governing body having jurisdiction subsequent to the date
of this Agreement, performance of any provision of this Agreement or any transaction contemplated hereby shall become impracticable or impossible, the Parties hereto shall use their best efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such provision. 
  
 6.8 Termination and Survival. Notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect and its provisions shall survive for the full period of all
applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof) or until otherwise agreed to in writing by NRGY and NRGM, or their successors. 

 
 6.9 Amendments; No Waivers.

  
 (a) Any provision of this Agreement may
be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by NRGY and NRGM, or in the case of a waiver, by the Party against whom the waiver is to be effective. 

 
 (b) 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. 

  
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 6.10 Governing Law and Interpretation. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed in the State of Delaware. 
  

6.11 Resolution of Certain Disputes. Any disagreement between the Parties with respect to any matter that is the subject of
this Agreement, including, without limitation, any disagreement with respect to any calculation or other determinations by NRGY hereunder, which is not resolved by mutual agreement of the Parties, shall be resolved by a nationally recognized
independent accounting firm chosen by and mutually acceptable to the Parties hereto (an “Accounting Referee”). Such Accounting Referee shall be chosen by the Parties within fifteen (15) business days from the date on which one
Party serves written notice on another Party requesting the appointment of an Accounting Referee, provided that such notice specifically describes the calculations to be considered and resolved by the Accounting Referee. In the event the Parties
cannot agree on the selection of an Accounting Referee, then the Accounting Referee shall be any office or branch of the public accounting firm of [PricewaterhouseCoopers LLP]. The Accounting Referee shall resolve any such disagreements as specified
in the notice within 30 days of appointment; provided, however, that no Party shall be required to deliver any document or take any other action pursuant to this Section 6.11 if it determines that such action would result in the waiver of any
legal privilege or any detriment to its business. Any resolution of an issue submitted to the Accounting Referee shall be final and binding on the Parties hereto without further recourse. The Parties shall share the costs and fees of the Accounting
Referee equally. 
  
 6.12
Confidentiality. Except to the extent required to protect a Party’s interests in a Tax Controversy, each Party shall hold and shall cause its consultants and advisors to hold in strict confidence, unless compelled to disclose by
judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all information (other than any such information relating solely to the business or affairs of such Party) concerning another Party or its
representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (i) previously known by the Party to which it was furnished, (ii) in the public domain through no fault of such Party or
(iii) later lawfully acquired from other sources by the Party to which it was furnished), and each Party shall not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other
consultants and advisors who shall be advised of the provisions of this Agreement. Each Party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by another Party if it exercises the same care as
it takes to preserve confidentiality for its own similar information. 
  
 6.13 Costs, Expenses and Attorneys’ Fees. Except as expressly set forth in this Agreement, each Party shall bear its own costs and expenses incurred pursuant to this Agreement. In the
event a Party to this Agreement brings an action or proceeding for the breach or enforcement of this Agreement, the prevailing party in such action, proceeding or appeal, whether or not such action, proceeding or appeal proceeds to final judgment,
shall be entitled to recover as an element of its costs, and not as damages, such reasonable attorneys’ fees as may be awarded in the action, proceeding or appeal in addition to whatever other relief the prevailing party may be entitled. For
purposes of this Section 6.13, the “prevailing party” shall be the Party who is entitled to recover its costs; a Party not entitled to recover its costs shall not recover 

  
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attorneys’ fees. No sum for attorneys’ fees shall be counted in calculating the amount of the judgment for purposes of determining whether a Party is entitled to recover its costs or
attorneys’ fees. 
  
 6.14
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 

 
 6.15 Severability. The Parties hereby agree
that, if any provision of this Agreement should be adjudicated to be invalid or unenforceable, such provision shall be deemed deleted herefrom with respect, and only with respect, to the operation of such provision in the particular jurisdiction in
which such adjudication was made, and only to the extent of the invalidity, and any such invalidity or unenforceability in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All other
remaining provisions of this Agreement shall remain in full force and effect for the particular jurisdiction and all other jurisdictions. 
  

6.16 Entire Agreement. 

 
 (a) This Agreement contains the entire agreement between the
Parties with respect to the subject matter hereof and supersedes all other agreements, whether or not written, in respect of any Tax between the NRGY Group and the NRGM Group. 

 
 (b) In the event of any conflict or inconsistency between
the provisions of this Agreement and the provisions of any other agreement between the NRGY Group and the NRGM Group, the provisions of this Agreement shall take precedence and to such extent shall be deemed to supersede such conflicting provisions
under the other agreement. 
  
 6.17
Assignment. This Agreement is being entered into by NRGY and NRGM on behalf of themselves and each member of the NRGY Group and the NRGM Group. This Agreement shall constitute a direct obligation of each such member and shall be deemed
to have been readopted and affirmed on behalf of any entity that becomes a member of the NRGY Group or the NRGM Group in the future. Each of NRGY and NRGM hereby guarantee the performance of all actions, agreements and obligations provided for under
this Agreement of each member of the NRGY Group and the NRGM Group, respectively. Each of NRGY and NRGM shall, upon the written request of the other, cause any of their respective group members to formally execute this Agreement. This Agreement
shall be binding upon, and shall inure to the benefit of, the successors, assigns and persons controlling any of the entities bound hereby for so long as such successors, assigns or controlling persons are members of the NRGY Group or the NRGM Group
or their successors and assigns. 
  
 6.18 Fair
Meaning. This Agreement shall be construed in accordance with its fair meaning and shall not be construed strictly against the drafter. 
  

6.19 Titles and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are
not intended to be a part of or to affect the meaning or interpretation of this Agreement. 

  
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 6.20 Construction. In this Agreement, unless the context otherwise requires,
the terms “herein,” “hereof” and “hereunder” refer to this Agreement. 
  
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the
day and year first above written. 
  

					
		 	 INERGY, L.P.

			
		 	 By:
	 	Inergy GP, LLC,
		 		 	 its general partner

		 		 	
		 	By:	 	 
		 	Name:	 	John J. Sherman
		 	Title:	 	President and Chief Executive Officer
		 		 	
		 		 	
		 	 INERGY MIDSTREAM, L.P.

			
		 	 By:
	 	NRGM GP, LLC,
		 		 	 its general partner

		 		 	
		 	By:	 	  

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