Tax Sharing Agreement


 Exhibit 10.6 
 Execution Version 
 TAX SHARING AGREEMENT 

BY AND AMONG 
 INERGY, L.P. 
 AND 

INERGY MIDSTREAM, L.P. 
 December 21, 2011 






 TAX SHARING AGREEMENT 

BY AND AMONG 
 INERGY, L.P. AND INERGY MIDSTREAM, L.P. 
 Tax Sharing Agreement (the
“Agreement”), dated this 21st day of December, 2011, by and among INERGY, L.P. (“NRGY”), a Delaware limited partnership, and INERGY MIDSTREAM, L.P. (“NRGM”), a Delaware limited partnership. 

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. 
 “Combined Group” means a group of corporations or other entities that files a Combined
Return. 

  
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 “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
December 21, 2011. 
 “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. 
 “Reporting Entity” means the entity
that is required by statute or rule to file the particular Combined Return. 

  
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 “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 
 (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 

  
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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; 

(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; 

  
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 (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 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. 

  
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 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 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. 

  
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 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 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. 

  
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 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:	 	 /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 Tax Sharing Agreement