OMNIBUS AGREEMENT among INERGY GP, LLC, INERGY, L.P., NRGM GP, LLC, and INERGY MIDSTREAM, L.P.Omnibus Agreement • December 22nd, 2011 • Inergy L P • Retail-nonstore retailers
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.”
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 22nd, 2011 • Inergy L P • Retail-nonstore retailers • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is made and entered into as of December 21, 2011, by and among Inergy, L.P., a Delaware limited partnership (“NRGY”) and Inergy Holdings GP, LLC , a Delaware limited liability company (“Holdings GP”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among INERGY GP, LLC, INERGY, L.P., INERGY PROPANE, LLC, MGP GP, LLC, INERGY MIDSTREAM HOLDINGS, L.P., NRGM GP, LLC and INERGY MIDSTREAM, L.P. Dated as of December 21, 2011Contribution, Conveyance and Assumption Agreement • December 22nd, 2011 • Inergy L P • Retail-nonstore retailers
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT dated as of December 21, 2011 (this “Agreement”) is entered by and among Inergy GP, LLC, a Delaware limited liability company (“NRGY GP”), Inergy, L.P., a Delaware limited partnership (“NRGY”), Inergy Propane, LLC, a Delaware limited liability company (“Inergy Propane”), MGP GP, LLC, a Delaware limited liability company (“MGP GP”), Inergy Midstream Holdings, L.P., a Delaware limited partnership (“MGP”), 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.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
CONSENT AND AMENDMENT NO. 2 Dated as of December 21, 2011 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 24, 2009, as amended and restated as of February 2, 2011Consent And • December 22nd, 2011 • Inergy L P • Retail-nonstore retailers • New York
THIS CONSENT AND AMENDMENT NO. 2 (this “Consent and Amendment”) is made as of December 21, 2011 (the “Effective Date”) by and among Inergy, L.P. (the “Borrower”), the financial institutions listed on the signature pages hereof (collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of November 24, 2009, as amended and restated as of February 2, 2011, by and among the Borrower, the lenders party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
ASSIGNMENT AND ASSUMPTIONAssignment and Assumption • December 22nd, 2011 • Inergy L P • Retail-nonstore retailers
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.
