Form of Omnibus Agreement




 Exhibit 10.2 

 
 FORM OF 

 
 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.” 
  
 R E C I T A L S: 
  
 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 among the Parties. 

 
 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. 
  

“Contribution Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of the Closing
Date, among the General Partner, the Partnership, NRGY GP, NRGY and certain of NRGY’s Affiliates, together with the additional conveyance documents and instruments contemplated or referenced thereunder. 

 
 “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, ordinances, codes, injunctions, decrees, Environmental Permits and
other legally enforceable requirements and rules of common law relating to (a) pollution or 

  
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protection of human health, 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 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 and (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 or 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 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. 
  
 “less than 50% NRGM Owner” has the meaning given such term in the Membership Interest Purchase Agreement. 

 
 “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. 

  
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 “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. 
  

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

 
 “NRGY Entities” 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. 

  
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 “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 Contribution Agreement or the instruments
or other documents referred to in the Contribution Agreement. 
  
 “Subsidiary” has the meaning given such term in the Partnership Agreement. 
  

“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. 

 
 “Voting Securities” means securities of any
class of a Person entitling the holders thereof to vote in the election of, or to appoint, members of the board of directors or other similar governing body of the Person. 

 
 ARTICLE II 

Right to Review and First Option to Purchase 

 
 Until the earlier 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 and
provided that the Indemnified Party notifies the Indemnifying Party of such claim prior to the third anniversary of the Closing Date, 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 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. Furthermore, 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 

  
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incurred by the Partnership Group and the Partnership Indemnitees relating to the Retained NRGY Assets, but only to the extent the violations, events, omissions or conditions giving rise to such
Covered Environmental Losses occurred after the Closing Date. 
  
 (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)
shall not exceed $15 million. 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 to the extent that, 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, leasehold and/or fee ownership interests in and to the lands on which are located any 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, transferree 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) the assets or operations of the NRGY Entities (other
than the Partnership Assets and the operations of any Partnership Group Member) except to the extent that the NRGY is indemnified with respect to any such Losses under Section 3.1(b); and 
  
 (vi) the Tres Palacios Purchase Agreement; 
  
 provided, however, that, in the case of clauses (i), (ii), (iii) and (v) above, the Indemnified Party
must notify the Indemnifying Party of such claim prior to the third anniversary of the Closing Date, and that in the case of clause (iv) above, the Indemnified Party must notify the Indemnifying Party of such claim prior to the sixtieth day
following the expiration of any applicable statute of limitations. 
  
 (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: 
  

(i) events and conditions associated with the operation of the Partnership Assets that occurs on or after the Closing Date (other than
Covered Environmental Losses, which are covered by Section 3.1) except to the extent that the Partnership Group and Partnership Indemnitees are indemnified with respect to any such Losses under Section 3.2(a); 

 
 (ii) the failure of the NRGY to be the owner of
(A) valid and indefeasible easement rights, leasehold and/or fee ownership interests in and to the lands on which are located any Retained NRGY Assets and (B) valid title to 100% of the equity interest of Tres Palacios Gas Storage LLC and
US Salt, LLC, in each case to the extent that such failure renders NRGY liable or unable to use or operate the Retained NRGY Assets in substantially the same manner that the Retained NRGY Assets were used and operated immediately prior to the
Closing Date; 
  
 (iii) the failure of the NRGY to
have on the Closing Date any consent or governmental permit necessary to allow (A) the transfer of 100% of the equity interests in Tres Palacios Gas Storage LLC and US Salt, LLC to NRGY or its Affiliates on the Closing Date


  
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or (B) any such Retained NRGY Assets to cross the roads, waterways, railroads and other areas upon which any such Retained NRGY Assets are located as of the Closing Date, in each case to the
extent any such failure renders NRGY unable to use or operate the Retained NRGY Assets in substantially the same manner that the Retained NRGY Assets were owned and operated by the Partnership and its Affiliates immediately prior to the Closing
Date; and 
  
 (iv) the cost of curing any failure or
condition set forth in clause (ii) or clause (iii) of this Section 3.2(b) that does not allow any Retained NRGY Asset to be operated in substantially the same manner that the Retained NRGY Assets were owned and operated immediately
prior to the Closing Date; 
  
 provided, however, that,
in the case of clauses (ii), (iii) and (iv) above, the Indemnified Party must notify the Indemnifying Party of such claim prior to the third anniversary of the Closing Date. 
  
 (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), Sections 3.2 (a)(i)-(iv) and Sections 3.2(b)(ii)-(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. 
  
 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. 

  
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 (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. 
  
 (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, 

  
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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; 
  

(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”). 

  
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 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. 
  
 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. 

  
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 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. 
  

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 120 days’ prior written notice. 

 
 (b) Termination by the Partnership.
Notwithstanding any other provision of this Agreement, if 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 120 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. 

  
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 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. 
  
 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.” 

  
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 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. 
  

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:
	 	  

	 Name:

Title:
	 	 John J. Sherman

President and Chief Executive Officer



  

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


  

			
		
	 By:
	 	  

	 Name:

Title:
	 	 John J. Sherman

President and Chief Executive Officer



  

			
	NRGM GP, LLC
		
	 By:
	 	  

	 Name:

Title:
	 	 R. Brooks Sherman, Jr.

Executive Vice President and

Chief Financial Officer



  

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


  

			
		
	 By:
	 	  

	 Name:

Title:
	 	 R. Brooks Sherman, Jr.

Executive Vice President and

Chief Financial Officer



  
 Signature Page to the
Omnibus Agreement