Assignment and Assumption


 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.

 [Signature Page Follows] 






 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