FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NRGM GP, LLCLimited Liability Company Agreement • November 3rd, 2011 • Inergy Midstream, LLC • Natural gas transmission • Delaware
This AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT of NRGM GP, LLC, a Delaware limited liability company (the “Company”), dated as of [ ], 2011, is entered into by Inergy Midstream Holdings, L.P., a Delaware limited partnership (“Midstream Holdings”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
FORM OF OMNIBUS AGREEMENT among INERGY GP, LLC, INERGY, L.P., NRGM GP, LLC, and INERGY MIDSTREAM, L.P.Omnibus Agreement • November 3rd, 2011 • Inergy Midstream, LLC • Natural gas transmission
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.”
FORM OF MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 3rd, 2011 • Inergy Midstream, LLC • Natural gas transmission • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is made and entered into as of , 2011, by and among Inergy, L.P., a Delaware limited partnership (“NRGY”) and Inergy Holdings GP, LLC , a Delaware limited liability company (“Holdings GP”).
FORM OF INERGY MIDSTREAM, L.P. LONG TERM INCENTIVE PLAN RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • November 3rd, 2011 • Inergy Midstream, LLC • Natural gas transmission • Delaware
THIS RESTRICTED UNIT AWARD AGREEMENT (this “Agreement”), dated as of «Date», is between NRGM GP, LLC, a Delaware limited liability company (the “General Partner”) and «First» «Last» (“Holder”).
FORM OF TAX SHARING AGREEMENT BY AND AMONG INERGY, L.P. AND INERGY MIDSTREAM, L.P. October , 2011Tax Sharing Agreement • November 3rd, 2011 • Inergy Midstream, LLC • Natural gas transmission • Delaware
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.
