8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

May 5, 2013

Date of Report (Date of earliest event reported)

INERGY, L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-34664	43-1918951
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

(Address of principal executive offices)

(816) 842-8181

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Contribution Agreement

On May 5, 2013, Inergy, L.P., a Delaware limited partnership (“Inergy”), Inergy GP, LLC, a Delaware limited liability company (“Inergy GP” and, together with Inergy, the “Recipient Parties”), Crestwood Gas Services Holdings LLC, a Delaware limited liability company (“Crestwood Gas Holdings”) and Crestwood Holdings LLC, a Delaware limited liability company (“Crestwood Holdings” and, together with Crestwood Gas Holdings, the “Contributor Parties”) entered into a Contribution Agreement (the “Contribution Agreement”). Pursuant to the Contribution Agreement, Crestwood Gas Holdings has agreed to contribute (the “Contribution”) all of its interests (the “CMLP GP Interests”) in Crestwood Gas Services GP LLC (“CMLP GP”), a Delaware limited liability company which serves as the general partner of Crestwood Midstream Partners LP, a Delaware limited partnership (“CMLP”) and owns all of the incentive distribution rights and general partner units of CMLP, to Inergy in exchange for 35,103,113 common units of Inergy (“Inergy Common Units”) and 4,387,889 subordinated units of Inergy (the “Subordinated Units”).

At the closing, the partnership agreement of NRGY will be amended to provide for the terms of the Subordinated Units. In particular, until (i) the amount of adjusted operating surplus generated during one consecutive, non-overlapping four-quarter period equals or exceeds the sum of the minimum aggregate distribution of $0.52 paid on all outstanding Inergy Common Units and Subordinated Units during such period (based on a weighted average of such units outstanding during the period), (ii) the distribution of available cash from operating surplus on each Inergy Common Unit and Subordinated Unit outstanding during such entire period equaled or exceeded a minimum aggregate distribution of $0.52, and (iii) there are no cumulative arrearages on Inergy Common Units, the Subordinated Units shall be entitled to distributions of available cash for a particular quarter only after each Inergy Common Unit has received a minimum quarterly distribution of $0.13 plus any cumulative arrearages for such quarter.

The Recipient Parties and Contributor Parties have made certain customary representations, warranties and covenants in the Contribution Agreement, including, without limitation, a covenant to operate their businesses prior to the consummation of the Contribution in the ordinary course consistent with past practice. Such representations, warranties and covenants: (i) have been made only for purposes of the Contribution Agreement; (ii) have been qualified by confidential disclosures made to the Contributor Parties and the Recipient Parties in connection with the Contribution Agreement; (iii) are subject to materiality qualifications contained in the Contribution Agreement which may differ from what may be viewed as material by investors; (iv) were made only as of the date of the Contribution Agreement or such other date as is specified in the Contribution Agreement; and (v) have been included in the Contribution Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the summary contained in this Item 1.01 is included only to provide investors with information regarding the terms of the Contribution Agreement, and not to provide investors with any other factual information regarding the Contributor Parties, the Recipient Parties or their respective businesses. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Contributor Parties, the Recipient Parties or their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Contribution Agreement, which subsequent information may or may not be fully reflected in public disclosures regarding the Contributor Parties or the Recipient Parties. The Contribution Agreement also includes indemnification provisions that are typical for transactions of this nature.

Consummation of the Contribution is subject to customary conditions, including, without limitation, (i) absence of any order, injunction or decree issued by a court of competent jurisdiction preventing the consummation of the closing of the Contribution, (ii) the accuracy of the other party’s

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representations and warranties (subject to customary materiality qualifiers), (iii) the other party’s compliance with its covenants and agreements contained in the Contribution Agreement (subject to customary materiality qualifiers) and (iv) satisfaction of the closing conditions in the Merger Agreement (as defined below) relating to (A) the accuracy of the other party’s representations and warranties (subject to certain customary materiality qualifiers set forth in the Merger Agreement), (B) the other party’s compliance with its covenants and agreements (subject to certain customary materiality qualifiers set forth in the Merger Agreement) and (C) absence of a material adverse effect on the parties to the Merger Agreement (as described below), in each case of (A), (B) and (C) if the closing of the transactions contemplated by the Merger Agreement were to occur on the closing date of the Contribution Agreement. The Contribution is also conditioned on (i) the closing of the Purchase and Sale Agreement (as defined below) and (ii) the irrevocable deposit no later than one business day prior to the closing date of the Contribution Agreement by Inergy to Inergy’s transfer agent, as paying agent, of all of the common units of NRGM (as defined below) held by Inergy for distribution to the holders of Inergy Common Units.

The Contribution Agreement may be terminated: (i) by mutual agreement of Crestwood Holdings and Inergy GP, (ii) by either Crestwood Holdings or Inergy GP if the Purchase and Sale Agreement (as defined below) has been terminated, (iii) by either Crestwood Holdings or Inergy GP if the closing of the Contribution has not occurred before November 5, 2013, (iv) by either Crestwood Holdings or Inergy GP if the consummation of the transactions contemplated by the Contribution Agreement would violate any nonappealable final order, decree or judgment of any governmental authority with competent jurisdiction, (v) by Inergy GP, if there has been a willful and material violation or breach by the Contributor Parties of any covenant, representation or warranty in the Contribution Agreement which has caused, or is reasonably likely to cause, a condition to the Recipient Parties’ obligations in the Contribution Agreement not to be satisfied or, in the case of a covenant breach, which has not been cured within ten days after written notice of such violation or breach has been provided to the Contributor Parties, or (vi) by Crestwood Holdings, if there has been a willful and material violation or breach by the Recipient Parties of any covenant, representation or warranty in the Contribution Agreement which has caused, or is reasonably likely to cause, a condition to the Contributor Parties’ obligations in the Contribution Agreement not to be satisfied or, in the case of a covenant breach, which has not been cured within ten days after written notice of such violation or breach has been provided to the Recipient Parties.

The Contribution Agreement contains customary indemnification provisions for the Contributor Parties and Recipient Parties to obtain damages from each other due to breaches of representations or warranties or due to failure to comply with covenants contained in the Contribution Agreement, which are generally subject to a deductible of $4.5 million and an aggregate cap on liability of $33.75 million.

Commitment Letter

In connection with the Contribution Agreement, Inergy entered into a commitment letter with Citibank Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Bank of America, N.A. to acquire fully underwritten commitments to fund (i) a $325 million senior secured term loan B facility and (ii) a $200 million senior secured revolving credit facility, the proceeds of which would be used to refinance Inergy’s existing revolving credit facility, pay fees and expenses and for general corporate purposes. The funding of the commitments is conditioned upon, among other things, the consummation of the Contribution.

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Follow-On Contribution Agreement

Simultaneously with the execution of the Contribution Agreement, Inergy, Inergy GP, Crestwood Holdings, and Crestwood Gas Holdings entered into a Follow-On Contribution Agreement dated as of May 5, 2013 (the “Follow-On Contribution Agreement”). The Follow-On Contribution Agreement permits Crestwood Holdings to contribute to Inergy 7,137,841 of the NRGM Common Units that Crestwood Holdings receives in the Merger in exchange for 14,318,396 Inergy Common Units. The right of Crestwood Holdings to make such contribution is conditioned on the closing of the Contribution and the Merger. If the Contribution is consummated and the Merger Agreement is terminated, Crestwood Holdings will have the right under the Follow-On Contribution Agreement to contribute to Inergy 6,670,651 common units of CMLP in exchange for a total of 14,318,396 Inergy Common Units.

Merger Agreement

Inergy has entered into an Agreement and Plan of Merger dated as of May 5, 2013 (the “Merger Agreement”), among Inergy Midstream, L.P. (“NRGM”), NRGM GP, LLC, a Delaware limited liability company and the general partner of NRGM (“NRGM GP”), Intrepid Merger Sub, LLC, a Delaware limited liability company and newly-formed wholly-owned subsidiary of NRGM (“Merger Sub” and, together with NRGM and NRGM GP, the “Buyer Parties”) (collectively with the Buyer Parties, the “Inergy Parties”), Crestwood Holdings, CMLP, and CMLP GP (together with Crestwood Holdings and CMLP, the “Seller Parties”).

Pursuant to the Merger Agreement, Merger Sub will merge with and into CMLP at the effective time of the merger, with CMLP surviving the merger (the “Merger”). Following the Merger, NRGM will be the sole limited partner of CMLP and a new Delaware limited liability company wholly-owned by NRGM will be the sole general partner of CMLP. Other than the units held by Crestwood Holdings, CMLP GP and Crestwood Gas Holdings and any affiliates (the “Crestwood Holders”) to which they transfer units in accordance with the Voting Agreement (as defined below), all of the common units (including restricted common units and common units issuable upon settlement of phantom units in CMLP) and class D units representing limited partner interests in CMLP outstanding at the effective time of the Merger (collectively, the “CMLP Units”) will be cancelled and converted into the right to receive $1.03 in cash (the “Cash Consideration”) and newly-issued common units representing limited partner interests in NRGM (“New NRGM Common Units”) based on an exchange ratio of 1.0700 New NRGM Common Units per CMLP Unit. The Crestwood Holders will receive New NRGM Common Units, using the same exchange ratio, but will not receive the Cash Consideration. No fractional New NRGM Common Units will be issued in the Merger, and CMLP unitholders will receive cash in lieu of any fractional New NRGM Common Units.

The Merger Agreement contains customary representations, warranties and covenants by each of the parties thereto. The parties have also agreed, subject to certain exceptions, to operate their respective businesses in the ordinary course until the Merger is consummated. Furthermore, the Seller Parties have agreed not to initiate, solicit, knowingly encourage or knowingly facilitate any inquiries regarding any third party acquisition proposals and, subject to certain exceptions, restrictions on their ability to respond to any such unsolicited proposal (such provisions, the “no-shop provisions”). Subject to certain exceptions, the parties agreed that following completion of the transactions contemplated by the Purchase and Sale Agreement (as defined below) and the Contribution Agreement until the earliest to occur of (A) two years following the termination of the Merger Agreement pursuant to its own terms, (B) the effective time of the Merger, and (C) the termination of the Merger Agreement due to CMLP’s right to terminate the Merger Agreement upon an adverse recommendation change in response to a third party takeover proposal, in the event an opportunity to develop, acquire or invest in an asset or business is presented to NRGM, CMLP, or either of their affiliates, each of NRGM and CMLP will either jointly determine the allocation of participation in such opportunity or, if unable to make such joint determination, will participate in such opportunity on an equal (50/50) basis. Moreover, except under certain circumstances, Inergy agreed not to change, or cause to be changed, any directors of NRGM’s board of directors until the earlier to occur of (i) the termination of the Option Agreement (as defined below) in accordance with its terms and (ii) the effective time of the Merger.

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Completion of the Merger is conditioned upon, among other things: (1) approval of the Merger Agreement and the Merger by the affirmative vote or consent of holders of a majority of the outstanding CMLP Units, (2) receipt of applicable regulatory approvals, (3) the absence of certain legal injunctions or impediments prohibiting the Merger and the other transactions contemplated by the Merger Agreement, (4) the effectiveness of a registration statement on Form S-4 with respect to the New NRGM Common Units, (5) approval for the listing on the New York Stock Exchange of the New NRGM Common Units, (6) the consummation of certain transactions pursuant to (i) the Purchase and Sale Agreement (as defined below) and (ii) the Contribution Agreement, (7) the receipt of certain tax opinions, (8) subject to specified materiality standards, the accuracy of the representations and warranties of, and the performance of all covenants by, the parties and (9) the absence of any material adverse effect with respect to each of the Buyer Parties and Seller Parties.

The Merger Agreement contains provisions granting both NRGM and CMLP the right to terminate the Merger Agreement for certain reasons, including, among others, if (1) the Merger does not occur on or before November 5, 2013, (2) the CMLP unitholders fail to adopt the Merger Agreement, or (3) either the Purchase and Sale Agreement or the Contribution Agreement is validly terminated in accordance with the terms therein. The Merger Agreement also contains provisions granting CMLP the right to terminate the Merger Agreement if (a) any Buyer Party has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement, which breach or failure would result in a failure of a closing condition to be satisfied or (b) a change of recommendation of CMLP GP’s board is effected in response to a third party takeover proposal. The Merger Agreement also contains provisions granting NRGM the right to terminate the Merger Agreement if (a) any Seller Party has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement, which breach or failure would result in the failure of a closing condition to be satisfied, (b) any Seller Party commits a willful and material breach of the no-shop provisions or certain provisions obligating CMLP to make certain securities filings in connection with the Merger and to hold a meeting to obtain CMLP unitholder approval of the Merger Agreement or (c) an adverse change of recommendation is effected by CMLP GP’s board.

CMLP will be required to pay NGRM a $50.8 million termination fee if (a) NRGM exercises its right to terminate the Merger Agreement due to (i) a willful and material breach by CMLP of the no-shop provisions or the provisions obligating CMLP to make certain securities filings in connection with the Merger and to hold a meeting to obtain unitholder approval of the Merger Agreement or (ii) the occurrence of a change of recommendation by CMLP GP’s board or (b) CMLP exercises its right to terminate the Merger Agreement due to the occurrence of a change of recommendation by CMLP GP’s board in response to a third party takeover proposal. If the Merger Agreement is terminated because CMLP fails to obtain the requisite CMLP unitholder approval of the Merger Agreement, then CMLP will be required to reimburse the Buyer Parties up to $10.0 million for their actual and documented expenses.

The boards of directors and committees of independent directors of the general partners of each of Inergy and NRGM have approved the Merger Agreement and the related transactions.

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Voting Agreement

Simultaneously with the execution of the Merger Agreement, the Inergy Parties, CMLP GP, Crestwood Gas Holdings, and Crestwood Holdings (together with Crestwood Gas Holdings and CMLP GP, the “Crestwood Parties”) entered into a Voting Agreement dated as of May 5, 2013 (the “Voting Agreement”). Pursuant to the Voting Agreement, the Crestwood Parties agreed to vote all the CMLP Units owned by the Crestwood Parties in favor of the Merger and the adoption of the Merger Agreement at any meeting of CMLP unitholders called for such purpose. Among other things, the Crestwood Parties further agreed (i) not to initiate, solicit or knowingly encourage any third person to make a third party takeover proposal or to assist any third person in connection therewith, (ii) not to sell, transfer, assign, pledge, encumber, grant a participation in, gift-over, hypothecate or otherwise dispose of the CMLP Units collectively owned by the Crestwood Parties and (iii) that any additional units in CMLP acquired by the Crestwood Parties after the execution of the Voting Agreement would be subject to the Voting Agreement. The Voting Agreement will terminate upon the earliest to occur of (a) the consummation of the Merger, (b) the termination of the Merger Agreement in accordance with its terms (including after any extension thereof), (c) November 5, 2013, (d) the making of any change, by amendment, waiver or other modification by any party, to any provision of the Merger Agreement that would be adverse to any of the Crestwood Parties without the prior written consent of CMLP GP and (e) the mutual written agreement of each of the Crestwood Parties and the Inergy Parties to terminate the Merger Agreement.

Option Agreement

Simultaneously with the execution of the Merger Agreement and the Voting Agreement, the Inergy Parties and the Crestwood Parties entered into an Option Agreement dated as of May 5, 2013 (the “Option Agreement”). Pursuant to the Option Agreement, each of the Crestwood Parties granted to NRGM an option (the “Option”) to purchase all units in CMLP held by each such Crestwood Party pursuant to the terms of the Option Agreement. As provided in the Option Agreement, the Option is exercisable by NRGM upon notice at any time (prior to the termination of the Option Agreement) and in its sole discretion only upon the termination of the Merger Agreement due to the exercise by NRGM of its right to terminate the Merger Agreement due to either (a) a willful and material breach of the Crestwood Parties’ duties under the Merger Agreement in connection with the no-shop provisions or the provisions obligating CMLP to make certain securities filings in connection with the Merger and to hold a unitholder meeting to obtain approval of the Merger Agreement and Merger or (b) the failure to obtain approval of the Merger Agreement and the Merger by the affirmative vote or consent of holders of a majority of the outstanding CMLP Units at the CMLP unitholder meeting (but only if immediately prior to such CMLP unitholder meeting NRGM had the right to terminate the Merger Agreement due to the occurrence of a change of recommendation by CMLP GP’s board or conflicts committee and such recommendation was unrelated to a third party takeover proposal).

Cautionary Statement

The foregoing descriptions of the Contribution Agreement, Follow-On Contribution Agreement, Merger Agreement, Voting Agreement and Option Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements (other than certain schedules and exhibits thereto) that are attached hereto as Exhibits 2.1, 2.2, 10.1, 10.2 and 10.3 and are incorporated by reference into this Item 1.01.

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Item 3.02 Unregistered Sales of Equity Securities.

The information described above in Item 1.01 hereto with respect to the Contribution Agreement and the Follow-On Contribution Agreement is hereby incorporated by reference into this Item 3.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

Officer Severance Plan

On May 5, 2013, the board of directors of Inergy GP approved the adoption of the Inergy Group Officer Severance Plan (the “Officer Severance Plan”), which will be effective as of, and contingent upon the completion of the Purchase and Sale (as defined below). The Officer Severance Plan provides for certain officers and key employees of Inergy and its affiliates, including each of Inergy’s named executive officers who are current employees, to receive severance payments and benefits if their employment is terminated by the employer other than for “cause” (as defined in the Officer Severance Plan) or the individual resigns due to the occurrence of a “constructive termination event” (as defined in the Officer Severance Plan) (such termination, a “Qualifying Termination”), in each case, during the 18 month period following the completion of the Purchase and Sale (as defined below). Specifically, upon a Qualifying Termination, subject to the participant’s execution, delivery and non-revocation, to the extent applicable, of a release of claims, each of our named executive officers would be entitled to receive an amount in a lump sum cash payment equal to three times the sum of his or her annual base salary and annual bonus opportunity (determined in accordance with the terms of the Officer Severance Plan), as well as continued participation in the employer’s medical and dental plans at no cost to the executive for a two year period following such Qualifying Termination. The severance payments and benefits payable pursuant to the Officer Severance Plan will not be duplicative of the amounts that may become payable upon such termination under any existing employment agreement with Inergy and its affiliates.

Restricted Unit Agreement Amendment

On May 5, 2013, the boards of directors of Inergy GP and NRGM GP each approved a form of amendment (each, a “Restricted Unit Agreement Amendment”) to each award agreement evidencing outstanding grants of restricted units pursuant to the Inergy Long Term Incentive Plan and the Inergy Midstream, L.P. Long Term Incentive Plan, respectively, other than those restricted units held by non-employee directors of Inergy GP and NRGM GP. Each Restricted Unit Agreement Amendment will be effective as of, and contingent upon, the completion of the Purchase and Sale (as defined below). Each Restricted Unit Agreement Amendment provides for outstanding restricted units to vest upon the earlier to occur of the vesting date set forth in the applicable award agreement or upon the “early vesting date” established in the Restricted Unit Agreement Amendment (which will be December 31, 2013 for certain employees, including some of Inergy and NRGM’s named executive officers who are current employees, and the first anniversary of the consummation of the Purchase and Sale (as defined below) for each other employee). In addition, the Restricted Unit Agreement Amendment provides for earlier vesting upon an employee’s termination by his or her employer other than for “cause” or resignation by the employee following the occurrence of a “constructive termination event” (each, as defined in the Restricted Unit Agreement Amendment).

Cautionary Statement

The foregoing descriptions of the Officer Severance Plan and Restricted Unit Agreement Amendments do not purport to be complete. The two Restricted Unit Agreement Amendments described above in this Item 5.02 are substantially similar in form. The foregoing descriptions of the Officer Severance Plan and Restricted Unit Agreement Amendments are subject to, and are qualified in their entirety by, the full text of the Officer Severance Plan and form of Restricted Unit Agreement Amendment, respectively, that are attached hereto as Exhibits 10.4 and 10.5 and incorporated by reference into this Item 5.02.

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Item 8.01. Other Events.

Purchase and Sale Agreement

On May 5, 2013, Crestwood Holdings, Crestwood Gas Holdings (together with Crestwood Holdings, the “Buyers”), NRGP Limited Partner, LLC, a Delaware limited liability company (“NRGP”), and Inergy Holdings GP, LLC, a Delaware limited liability company (“IHGP” and, together with NRGP, the “Sellers”), entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”). Pursuant to the Purchase and Sale Agreement, (i) IHGP will sell to Crestwood Holdings a 99% limited partnership interest and 100% general partner interest in Inergy Holdings L.P., a Delaware limited partnership and sole member of NRGY GP (“Inergy Holdings”), (ii) NRGP will sell to Crestwood Gas Holdings a 1% limited partnership interest in Inergy Holdings and (iii) the Buyers shall pay to the Sellers a total of $80 million in cash, payable 99% to IHGP and 1% to NRGP (such transactions, together, the “Purchase and Sale”). Pursuant to the terms of the Purchase and Sale Agreement, the closing of the Purchase and Sale shall occur immediately prior to the closing of the Contribution.

In connection with the Purchase and Sale Agreement, both Inergy and NRGM have agreed to enter into registration rights agreements in favor of the Buyers and certain owners of the Sellers with respect to common units in Inergy and NRGM, respectively.

Additional Information and Where to Find It

This document contains information about the proposed merger involving NRGM and CMLP. In connection with the proposed merger, NRGM will file with the Security and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a proxy statement/prospectus for the unitholders of CMLP. CMLP will mail the final proxy statement/prospectus to its unitholders. INVESTORS AND UNITHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NRGM, CMLP, THE PROPOSED MERGER AND RELATED MATTERS. Investors and unitholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by NRGM and CMLP through the website maintained by the SEC at www.sec.gov. In addition, investors and unitholders will be able to obtain free copies of documents filed by CMLP with the SEC from CMLP’s website, www.crestwoodlp.com, under the heading “SEC Filings” in the “Investor Relations” tab and free copies of documents filed by NRGM with the SEC from NRGM’s website, www.inergylp.com, under the heading “SEC Filings” in the Inergy Midstream, L.P. “Investor Relations” tab.

Participants in the Solicitation

NRGM, Inergy, and CMLP and their respective general partner’s directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of CMLP in respect of the proposed merger transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the unitholders of CMLP in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information regarding CMLP’s directors and executive officers is contained in CMLP’s Annual Report on Form 10-K for the year ended December 31, 2012, which is filed with the SEC. Information regarding NRGM’s directors and executive officers is contained in NRGM’s Annual Report on Form 10-K for the year ended September 30, 2012, which is filed with the SEC. Information regarding Inergy’s directors and executive officers is contained in Inergy’s Annual Report on Form 10-K for the year ended September 30, 2012, which is filed with the SEC. Free copies of these documents may be obtained from the sources described above.

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Forward Looking Statements

The statements in this document regarding future events, occurrences, circumstances, activities, performance, outcomes and results are forward-looking statements. Although these statements reflect the current views, assumptions and expectations of NRGY’s, NRGM’s and CMLP’s management, the matters addressed herein are subject to numerous risks and uncertainties which could cause actual activities, performance, outcomes and results to differ materially from those indicated. Such forward-looking statements include, but are not limited to, statements about the future financial and operating results, objectives, expectations and intentions and other statements that are not historical facts. Factors that could result in such differences or otherwise materially affect NRGY’s, NRGM’s or CMLP’s financial condition, results of operations and cash flows include, without limitation, failure to satisfy closing conditions with respect to the merger; the risks that the NRGM and CMLP businesses will not be integrated successfully or may take longer than anticipated; the possibility that expected synergies will not be realized, or will not be realized within the expected timeframe; fluctuations in oil, natural gas and NGL prices; the extent and success of drilling efforts, as well as the extent and quality of natural gas volumes produced within proximity of our assets; failure or delays by our customers in achieving expected production in their natural gas projects; competitive conditions in our industry and their impact on our ability to connect natural gas supplies to our gathering and processing assets or systems; actions or inactions taken or non-performance by third parties, including suppliers, contractors, operators, processors, transporters and customers; our ability to consummate acquisitions, successfully integrate the acquired businesses, realize any cost savings and other synergies from any acquisition; changes in the availability and cost of capital; operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control; timely receipt of necessary government approvals and permits, our ability to control the costs of construction, including costs of materials, labor and right-of-way and other factors that may impact our ability to complete projects within budget and on schedule; the effects of existing and future laws and governmental regulations, including environmental and climate change requirements; the effects of existing and future litigation; and risks related to our substantial indebtedness, as well as other factors disclosed in NRGY’s, NRGM’s and CMLP’s filings with the SEC. You should read NRGY’s, NRGM’s and CMLP’s filings with the SEC, including their Annual Reports on Form 10-K for the years ended September 30, 2012, September 30, 2012 and December 31, 2012, respectively, and their most recent Quarterly Reports and Current Reports for a more extensive list of factors that could affect results. Neither NRGY, NRGM nor CMLP assumes any obligation to update these forward-looking statements.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
2.1*	Contribution Agreement, dated as of May 5, 2013, by and among Crestwood Gas Services Holdings LLC, Crestwood Holdings LLC, Inergy, L.P., and Inergy GP, LLC.
2.2	Follow-On Contribution Agreement, dated as of May 5, 2013, by and among Crestwood Gas Services Holdings LLC, Crestwood Holdings LLC, Inergy, L.P. and Inergy GP, LLC.
10.1*	Agreement and Plan of Merger dated as of May 5, 2013, by and among Crestwood Midstream Partners LP, Crestwood Gas Services GP LLC, Crestwood Holdings LLC, Inergy Midstream, L.P., NRGM GP, LLC, Inergy, L.P. and Intrepid Merger Sub, LLC.
10.2	Voting Agreement dated as of May 5, 2013, by and among by and among Crestwood Midstream Partners LP, Crestwood Gas Services GP LLC, Crestwood Gas Services Holdings LLC, Crestwood Holdings LLC, Inergy Midstream, L.P., NRGM GP, LLC, Inergy, L.P. and Intrepid Merger Sub, LLC.
10.3	Option Agreement dated as of May 5, 2013, by and among by and among Crestwood Midstream Partners LP, Crestwood Gas Services GP LLC, Crestwood Gas Services Holdings LLC, Crestwood Holdings LLC, Inergy Midstream, L.P., NRGM GP, LLC, Inergy, L.P. and Intrepid Merger Sub, LLC.
10.4	Inergy Group Officer Severance Plan.
10.5	Form of Amendment to Restricted Unit Agreements under Inergy Long Term Incentive Plan.

* Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Inergy agrees to furnish supplementally a copy of any omitted schedule and/or exhibit to the Securities and Exchange Commission upon request.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INERGY, L.P.
	By:	INERGY GP, LLC, its General Partner
Date: May 9, 2013	By:	/s/ Laura L. Ozenberger
		Laura L. Ozenberger
		Sr. Vice President – General Counsel and Secretary

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Exhibit Index

Exhibit Number	Description
2.1*	Contribution Agreement, dated as of May 5, 2013, by and among Crestwood Gas Services Holdings LLC, Crestwood Holdings LLC, Inergy, L.P., and Inergy GP, LLC.
2.2	Follow-On Contribution Agreement, dated as of May 5, 2013, by and among Crestwood Gas Services Holdings LLC, Crestwood Holdings LLC, Inergy, L.P. and Inergy GP, LLC.
10.1*	Agreement and Plan of Merger dated as of May 5, 2013, by and among Crestwood Midstream Partners LP, Crestwood Gas Services GP LLC, Crestwood Holdings LLC, Inergy Midstream, L.P., NRGM GP, LLC, Inergy, L.P. and Intrepid Merger Sub, LLC.
10.2	Voting Agreement dated as of May 5, 2013, by and among by and among Crestwood Midstream Partners LP, Crestwood Gas Services GP LLC, Crestwood Gas Services Holdings LLC, Crestwood Holdings LLC, Inergy Midstream, L.P., NRGM GP, LLC, Inergy, L.P. and Intrepid Merger Sub, LLC.
10.3	Option Agreement dated as of May 5, 2013, by and among by and among Crestwood Midstream Partners LP, Crestwood Gas Services GP LLC, Crestwood Gas Services Holdings LLC, Crestwood Holdings LLC, Inergy Midstream, L.P., NRGM GP, LLC, Inergy, L.P. and Intrepid Merger Sub, LLC.
10.4	Inergy Group Officer Severance Plan.
10.5	Form of Amendment to Restricted Unit Agreements under Inergy Long Term Incentive Plan.

* Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Inergy agrees to furnish supplementally a copy of any omitted schedule and/or exhibit to the Securities and Exchange Commission upon request.

12

EX-2.1

Exhibit 2.1

CONTRIBUTION AGREEMENT

Limited Liability Company Interests of Crestwood Gas Services GP LLC

dated as of

May 5, 2013

among

CRESTWOOD HOLDINGS LLC

CRESTWOOD GAS SERVICES HOLDINGS LLC

as Contributing Parties

and

INERGY GP, LLC

INERGY, L.P.

as Recipient Parties

TABLE OF CONTENTS

		Page
ARTICLE I Definitions			1
Section 1.01	Definitions		1
Section 1.02	Other Definitional and Interpretative Provisions		11
ARTICLE II Contribution			12
Section 2.01	Contribution		12
Section 2.02	Closing		12
Section 2.03	Closing Deliverables		12
Section 2.04	Tax Treatment of the Contribution		13
Section 2.05	Anti-Dilution		13
ARTICLE III Representations and Warranties of the Contributing Parties			13
Section 3.01	Existence and Power		13
Section 3.02	Authorization		14
Section 3.03	Governmental Authorization		14
Section 3.04	No Undisclosed Liabilities; Activities of the CMLP Parties		14
Section 3.05	Finder’s Fee		15
Section 3.06	Capitalization; Ownership		15
Section 3.07	Noncontravention		16
Section 3.08	Employees and Employee Benefit Plans		16
Section 3.09	Inspections; No Other Representations		19
Section 3.10	Litigation		19
Section 3.11	Investment Representation		19
Section 3.12	Compliance with Laws and Court Orders		20
Section 3.13	Affiliated Transaction		20
Section 3.14	Commitment Letters		20
Section 3.15	Tax Matters		21
Section 3.16	Financial Statements		22
Section 3.17	CMLP SEC Documents and Internal Controls		22
Section 3.18	Material Contracts		23
Section 3.19	Environmental Matters		25
Section 3.20	Title to Properties and Rights of Way		26
Section 3.21	Insurance		26
Section 3.22	Absence of Certain Changes		27
Section 3.23	Regulation		27
Section 3.24	Intellectual Property		27
Section 3.25	State Takeover Laws		27
ARTICLE IV Representations and Warranties of the Recipient Parties			28
Section 4.01	Existence and Power		28

i

Section 4.02	Authorization	28
Section 4.03	Governmental Authorization	28
Section 4.04	Finder’s Fee	28
Section 4.05	Capitalization; Ownership	28
Section 4.06	Noncontravention	29
Section 4.07	Commitment Letters	30
Section 4.08	NRGM Common Unit Distribution	30
Section 4.09	Registration Rights	30
Section 4.10	Financial Statements	31
Section 4.11	Absence of Undisclosed Liabilities	31
Section 4.12	NRGY SEC Reports and Internal Controls	32
Section 4.13	Compliance with Law; Permits	32
Section 4.14	Material Contracts	33
Section 4.15	Legal Proceedings	35
Section 4.16	Environmental Matters	35
Section 4.17	Title to Properties and Rights of Way	36
Section 4.18	Insurance	37
Section 4.19	Tax Matters	37
Section 4.20	Employee Benefits	38
Section 4.21	Books and Records	40
Section 4.22	Absence of Certain Changes	40
Section 4.23	Regulation	41
Section 4.24	Intellectual Property	41
Section 4.25	State Takeover Laws	41
Section 4.26	Approvals	41
Section 4.27	Inspections; No Other Representations	41
ARTICLE V Covenants of the Contributing Parties		42
Section 5.01	Conduct and Operations	42
Section 5.02	Financing Cooperation	42
Section 5.03	Litigation Cooperation	42
Section 5.04	Insurance Matters	43
Section 5.05	Unitholder Vote	43
ARTICLE VI Covenants of the Recipient Parties		44
Section 6.01	Conduct and Operations	44
Section 6.02	Access to Information	44
Section 6.03	Financing Cooperation	44
Section 6.04	Litigation Cooperation	45
ARTICLE VII Covenants of the Contributing Parties and Recipient Parties		45
Section 7.01	Reasonable Best Efforts; Further Assurances	45
Section 7.02	Certain Filings	45
Section 7.03	Public Announcements	45

ii

Section 7.04	Notice of Certain Events	45
Section 7.05	Board of Directors	46
Section 7.06	Reserved	46
Section 7.07	Distributions	46
Section 7.08	NRGM Common Unit Distribution	47
Section 7.09	Taxes	47
Section 7.10	Financing	49
Section 7.11	Commitment Regarding Indemnification Provisions; D&O Insurance Continuation	50
ARTICLE VIII Conditions to Closing		51
Section 8.01	Conditions to Obligations of All Parties	51
Section 8.02	Conditions to Obligation of NRGY	51
Section 8.03	Conditions to Obligation of the Contributing Parties	52
ARTICLE IX Termination		53
Section 9.01	Grounds for Termination	53
Section 9.02	Effect of Termination	53
ARTICLE X Survival and Indemnification		54
Section 10.01	Survival	54
Section 10.02	Indemnification	54
Section 10.03	Third-Party Claim Procedures	55
Section 10.04	Direct Claim Procedures	57
Section 10.05	Calculation of Damages	57
Section 10.06	Assignment of Claims	57
Section 10.07	Exclusivity	58
ARTICLE XI Miscellaneous		58
Section 11.01	Notices	58
Section 11.02	Amendments and Waivers	59
Section 11.03	Expenses	59
Section 11.04	Successors and Assigns	59
Section 11.05	Governing Law	59
Section 11.06	Jurisdiction	60
Section 11.07	WAIVER OF JURY TRIAL	60
Section 11.08	Counterparts; Effectiveness; Third-Party Beneficiaries	60
Section 11.09	Entire Agreement	61
Section 11.10	Severability	61
Section 11.11	Disclosure Schedules	61
Section 11.12	Specific Performance	61
Section 11.13	No Recourse	61

iii

Exhibit A	-	Form of Assignment Agreement
Exhibit B	-	CH Commitment Letters
Exhibit C	-	NRGY Commitment Letters
Annex A	-	Terms of Subordinated Units

iv

CONTRIBUTION AGREEMENT

CONTRIBUTION AGREEMENT (this “Agreement”) dated as of May 5, 2013 among Crestwood Gas Services Holdings LLC, a Delaware limited liability company (“CGSH”) and Crestwood Holdings LLC, a Delaware limited liability company (“CH”) (each a “Contributing Party” and together the “Contributing Parties”) and Inergy, L.P., a Delaware limited partnership (“NRGY”) and Inergy GP, LLC, a Delaware limited liability company (“NRGY GP”) (each a “Recipient Party” and together the “Recipient Parties”).

W I T N E S S E T H :

WHEREAS, CH owns 100% of the limited liability company interests of CGSH;

WHEREAS, CGSH owns 100% of the limited liability company interests (the “Interests”) of Crestwood Gas Services GP LLC, a Delaware limited liability company (“Gas Services GP”);

WHEREAS, Gas Services GP owns 100% of the CMLP General Partner Units (as defined below) and 100% of the outstanding CMLP Incentive Distribution Rights (as defined below); and

WHEREAS, CGSH desires to contribute all of the Interests to NRGY for the Consideration (as defined below), and NRGY desires to accept the Interests in exchange for such Consideration.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. (a) As used herein, the following terms have the following meanings:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Houston, Texas are authorized or required by Law to close.

“Closing Date” has the meaning set forth in Section 2.02.

“CMLP” means Crestwood Midstream Partners LP, a Delaware limited partnership.

“CMLP Board” means the board of directors of CMLP.

“CMLP Common Units” has the meaning assigned to the term “Common Units” in the CMLP Partnership Agreement.

“CMLP Class D Units” has the meaning assigned to the term “Class D Units” in the CMLP Partnership Agreement.

“CMLP General Partner Units” has the meaning assigned to the term “General Partner Units” in the CMLP Partnership Agreement.

“CMLP Group Entities” means the CMLP Parties and their Subsidiaries.

“CMLP Incentive Distribution Rights” has the meaning assigned to the term “Incentive Distribution Rights” in the CMLP Partnership Agreement.

“CMLP Material Adverse Effect” means (i) any change, effect, event or occurrence that is or would reasonably be expected to be materially adverse to the financial condition, business, operations or results of operations of the CMLP Group Entities (taken as a whole (measured, in the case of Subsidiaries of CMLP, by only taking into account the direct or indirect ownership interest of such Subsidiaries held by CMLP))) or (ii) any change, effect, event or occurrence that materially and adversely affects the ability of the CMLP Parties to consummate the transactions contemplated hereby; provided, however, that a CMLP Material Adverse Effect shall not include any change, effect, event or occurrence directly or indirectly arising out of or attributable to (a) any decrease in the market price of CMLP’s publicly traded equity securities (but not any change or effect underlying such decrease to the extent such change or effect would otherwise contribute to a CMLP Material Adverse Effect); (b) changes in the general state of the industries in which the CMLP Group Entities operate; (c) changes in general political, economic or regulatory conditions (including changes in commodity prices or exchange rates) or conditions in the capital markets; (d) changes in Law or GAAP or the enforcement or interpretation thereof after the date hereof; (e) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis, including natural disasters and acts of terrorism (other than any of the foregoing that causes any damage or destruction to or renders unusable any facilities or assets of any CMLP Group Entity); (f) the announcement or pendency of the transactions contemplated by this Agreement, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the CMLP Group Entities due to the announcement or pendency of the transactions contemplated by this Agreement (provided that the exception in this clause (f) shall not apply to any portion of any representations and warranties contained in this Agreement to the extent the purpose of such portion is to address the consequences of the transactions contemplated by this Agreement); (g) any failure, in and of itself, of CMLP to meet its respective internal or published projections, estimates or forecasts of revenues, earnings or other measures of financial or operating performance for any period (but not any change or effect underlying such failure to the extent such change or effect would otherwise contribute to a CMLP Material Adverse Effect); or (h) any unitholder litigation or threatened unitholder litigation, in each case, arising from allegations of a breach of fiduciary duty or similar obligations contained in the NRGM Partnership Agreement, the operating agreement of NRGM GP, the CMLP Partnership Agreement or the limited liability company agreement of Gas Services GP or otherwise in connection with this Agreement or the transactions contemplated hereby; provided, further, that the foregoing (other than the matters referred to in clauses (a), (f), (g) or (h)) may be taken into account in determining whether there has been a CMLP Material Adverse Effect if materially disproportionately affecting the CMLP Group Entities relative to other Persons participating in the industry in which the CMLP Group Entities participate.

2

“CMLP Parties” means CGSH, CH, CMLP and Gas Services GP.

“CMLP Parties Employee Benefit Plan” means any Employee Benefit Plan (a) in which any CMLP Related Employee has any present or future rights to benefits; (b) that is maintained by, sponsored by or contributed to or obligated to be contributed to by any of the CMLP Parties; or (c) with respect to which any of the CMLP Parties has any obligation or liability, whether secondary, contingent or otherwise, in each case, regardless of whether such other plan, program, policy, agreement or arrangement is subject to any of the provisions of ERISA.

“CMLP Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP dated as of February 19, 2008, as amended by (i) the First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP dated as of October 4, 2010, (ii) the Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP dated as of April 1, 2011 and (iii) the Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP dated as of January 8, 2013.

“CMLP Related Employee” means those employees of the CMLP Parties or their Affiliates and independent contractors (who solely provide services to any of the CMLP Parties or their Affiliates), in each case, that provide or have provided services for the benefit of the CMLP Parties.

“CMLP Subsidiaries” means the Subsidiaries of CMLP.

“Code” means the United States Internal Revenue Code of 1986.

“Commitment Letters” means the CH Commitment Letters and the NRGY Commitment Letters.

“Confidentiality Agreement” means the Confidentiality Agreement between Inergy Holdings GP, LLC and FRC Founders Corporation, dated January 11, 2013, as amended by the Addendum and Joinder to the Confidentiality Agreement dated April 12, 2013 among Inergy Holdings GP, LLC, FRC Founders Corporation, Inergy GP, LLC, NRGM GP, LLC, Inergy Midstream, L.P., Crestwood Holdings Partners LLC, Crestwood Gas Services GP LLC and Crestwood Midstream Partners LP.

“Contract” means a note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract or other legally binding instrument or contractual obligation.

“Contributing Party Disclosure Schedules” means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Contributing Parties to the Recipient Parties concurrently with the execution and delivery of this Agreement.

3

“Debt Financing” means the debt financing contemplated by the Commitment Letters, and any substitute financing that NRGY or CH, as the case may be, may seek to obtain in the event that the aforementioned debt financing otherwise becomes unavailable.

“Disclosure Schedules” means the Contributing Party Disclosure Schedules and the Recipient Party Disclosure Schedules.

“Employee Benefit Plan” means (a) any “employee benefit plan” (within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA) and (b) any personnel policy (oral or written); unit option; unit purchase plan; equity compensation plan; phantom equity or appreciation rights plan; collective bargaining agreement; bonus plan or arrangement; incentive award plan or arrangement; vacation or holiday pay policy; fringe benefit plan, policy or agreement; retention agreement or plan; severance pay plan, policy or agreement; deferred compensation agreement or arrangement; change in control plan or agreement; hospitalization or other medical, dental, vision, accident, disability, life or other insurance; executive compensation or supplemental income arrangement; consulting agreement; employment agreement; and any other employee benefit plan, agreement, arrangement, program, practice, or understanding.

“Environmental Law” means any applicable Law (including common law), rule, regulation, order, ordinance, judgment, decree or other legally-enforceable requirement of any Governmental Authority having lawful jurisdiction over the matter that is in effect as of or prior to the Closing Date and relates to pollution, the protection of human health (to the extent relating to exposure to Hazardous Materials), natural resources or the environment, or the generation, treatment, storage, handling, transport or disposal or arrangement for transport or disposal, or Release of, or exposure to, Hazardous Materials.

“Environmental Permit” means any permit, license, regulation, certification, consent, variance, exemption, approval or other authorization required under or issued pursuant to any Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Exchange Act” means the Securities Exchange Act of 1934.

“Existing NRGY Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of February 2, 2011, as amended, supplemented or modified from time to time, among NRGY, as the borrower, JPMorgan Chase Bank, N.A., as the administrative agent and the lenders from time to time party thereto.

“Financing Sources” means the Persons that have committed to provide or otherwise entered into agreements to provide debt financing in connection with the Debt Financing, including Citigroup Global Markets Inc., Bank of America N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and those Persons named in any Commitment Letters, joinder agreements, indentures or credit agreements entered into pursuant thereto or relating thereto together with their successors and assigns.

4

“Follow-On Contribution” means the contributions contemplated by the Follow-On Contribution Agreement.

“Follow-On Contribution Agreement” means the Follow-On Contribution Agreement, dated of even date hereof, by and among CH, CGSH, NRGY and NRGY GP.

“GAAP” means generally accepted accounting principles in the United States.

“Gas Services Entity” means Gas Services GP, CMLP and their respective Affiliates.

“Governmental Authority” means any transnational, domestic or foreign federal, state or local governmental authority, department, court, agency or official, including any political subdivision thereof, and any arbitrating body, commission or quasi-governmental authority or self-regulating organization of competent authority exercising or enlisted to exercise similar power or authority.

“Hazardous Material” means: (a) any chemical, material, waste or substance in any amount or concentration that is regulated pursuant to, or the basis for liability under, any Environmental Law, including any hazardous waste, solid waste, hazardous substance, toxic substance, hazardous material, toxic pollutant, contaminant, pollutant or by words of similar meaning or import found in any Environmental Law; (b) petroleum hydrocarbons, petroleum products (including gasoline and diesel fuel), natural gas, crude oil or any components, fractions or derivatives thereof, oil and natural gas exploration and production wastes and (c) friable asbestos containing materials, polychlorinated biphenyls, urea formaldehyde foam insulation, radioactive materials or radon gas.

“Inergy Omnibus Agreement” means the Omnibus Agreement, dated December 21, 2011, by and among, NRGY GP, NRGY, NRGM GP and NRGM.

“Intellectual Property” means any and all intellectual property rights, under the law of any jurisdiction, both statutory and common law rights, if applicable, including: (a) utility models, supplementary protection certificates, statutory invention registrations, patents and applications for same, and extensions, divisions, continuations, reexaminations, and reissues thereof; (b) trademarks, service marks, trade names, corporate names, slogans, domain names, logos, and trade dress (including all goodwill associated with the foregoing), and registrations and applications for registrations thereof; (c) trade secrets and confidential information, including ideas, designs, concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable; and (d) copyrights, rights in, works of authorship and registrations and applications for registration of the foregoing.

“knowledge of CH”, “CH’s knowledge” or any other similar knowledge qualification in this Agreement means to the actual knowledge after reasonable inquiry of Robert G. Phillips, Kelly J. Jameson and Steven M. Dougherty.

“knowledge of NRGY GP”, “NRGY GP’s knowledge” or any other similar knowledge qualification in this Agreement means to the actual knowledge after reasonable inquiry of John J. Sherman, R. Brooks Sherman, Laura L. Ozenberger and Michael J. Campbell.

5

“Law” means all principles of common law, statutes, regulations, statutory rules, orders, injunctions, judgments, decrees, rulings or other similar requirements and terms and conditions of any grants of approval, permission, authority, permit or license of any court, Governmental Authority, statutory body or self-regulatory authority (including the NYSE), but does not include Environmental Law or ERISA.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, restriction on transfer, proxy and voting or other agreement, claim, or other legal or equitable encumbrance, limitation or restriction of any nature whatsoever in respect of such property or asset.

“Merger Agreement” means the Agreement and Plan of Merger dated as of the date hereof by and among NRGM, CMLP, NRGY, Gas Services GP, NRGM GP and Inergy Merger Sub, LLC.

“NRGM” means Inergy Midstream, L.P., a Delaware limited partnership.

“NRGM Common Units” has the meaning assigned to the term “Common Units” in the NRGM Partnership Agreement.

“NRGM GP” means NRGM GP, LLC, a Delaware limited liability company.

“NRGM Partnership Agreement” means the First Amended and Restated Partnership Agreement of Inergy Midstream, L.P., dated as of December 21, 2011.

“NRGY Amendment” means an amendment to or of the NRGY Partnership Agreement in a form reasonably acceptable to the Contributing Parties that defines the rights of the Subordinated Units, including with respect to tax allocation provisions.

“NRGY Board” means the board of directors of NRGY GP.

“NRGY Class A Units” shall have the meanings assigned to the term “Class A Units” in the NRGY Partnership Agreement.

“NRGY Class B Units” shall have the meaning assigned to the term “Class B Units” in the NRGY Partnership Agreement.

“NRGY Common Units” has the meaning assigned to the term “Common Units” in the NRGY Partnership Agreement.

“NRGY Employee Benefit Plan” means any Employee Benefit Plan (a) in which any NRGY Related Employee has any present or future rights to benefits; (b) that is maintained by, sponsored by or contributed to or obligated to be contributed to by any of the NRGY Group Entities; or (c) with respect to which any of the NRGY Group Entities has any obligation or liability, whether secondary, contingent or otherwise, in each case, regardless of whether such other plan, program, policy, agreement or arrangement is subject to any of the provisions of ERISA.

6

“NRGY Group Entities” means NRGY and its Subsidiaries.

“NRGY Material Adverse Effect” means (i) any change, effect, event or occurrence that is or would reasonably be expected to be materially adverse to the financial condition, business, operations or results of operations of the NRGY Group Entities (taken as a whole (measured, in the case of Subsidiaries of NRGY, by only taking into account the direct or indirect ownership interest of such Subsidiaries held by NRGY)) or (ii) any change, effect, event or occurrence that materially and adversely affects the ability of such party to consummate the transactions contemplated hereby by the Drop-Dead Date; provided, however, that an NRGY Material Adverse Effect shall not include any change, effect, event or occurrence directly or indirectly arising out of or attributable to (a) any decrease in the market price of such party’s publicly traded equity securities (but not any change or effect underlying such decrease to the extent such change or effect would otherwise contribute to an NRGY Material Adverse Effect); (b) changes in the general state of the industries in which the parties and their Subsidiaries operate; (c) changes in general political, economic or regulatory conditions (including changes in commodity prices or exchange rates) or conditions in the capital markets; (d) changes in Law or GAAP or the enforcement or interpretation thereof after the date hereof; (e) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis, including natural disasters and acts of terrorism (other than any of the foregoing that causes any damage or destruction to or renders unusable any facilities or assets of such party); (f) the announcement or pendency of the transactions contemplated by this Agreement, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the parties and their Subsidiaries due to the announcement or pendency of the transactions contemplated by this Agreement (provided that the exception in this clause (f) shall not apply to any portion of any representations and warranties contained in this Agreement to the extent the purpose of such portion is to address the consequences of the transactions contemplated by this Agreement); (g) any failure, in and of itself, of such party to meet its respective internal or published projections, estimates or forecasts of revenues, earnings or other measures of financial or operating performance for any period (but not any change or effect underlying such failure to the extent such change or effect would otherwise contribute to an NRGY Material Adverse Effect); or (h) any unitholder litigation or threatened unitholder litigation, in each case arising from allegations of a breach of fiduciary duty or similar obligations contained in the NRGY Partnership Agreement, the limited liability company agreement of NRGY GP, the CMLP Partnership Agreement or the limited liability company agreement of Gas Services GP or otherwise in connection with this Agreement or the transactions contemplated hereby; provided, further that the foregoing (other than the matters referred to in clauses (a), (f), (g) or (h)) may be taken into account in determining whether there has been an NRGY Material Adverse Effect if materially disproportionately affecting such party and its Subsidiaries relative to other Persons participating in the industry in which such party and its Subsidiaries participate.

“NRGY Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership of Inergy, L.P., dated as of November 5, 2010.

“NRGY Partnership Securities” shall have the meaning assigned to the term “Partnership Securities” in the NRGY Partnership Agreement.

7

“NRGY Related Employees” means those employees of the NRGY Group Entities or their Affiliates and independent contractors (who solely provide services to any of the NRGY Group Entities or their Affiliates), in each case, that provide or have provided services for the benefit of the NRGY Group Entities.

“NRGY SEC Documents” means all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished with the SEC by NRGY since October 1, 2011, together with any exhibits and schedules thereto and other information incorporated therein, and as the same may have been supplemented, modified or amended since the time of filing.

“NYSE” means the New York Stock Exchange.

“Organizational Documents” means, with respect to any Person, the articles of incorporation, certificate of incorporation, certificate of formation, certificate of limited partnership, bylaws, limited liability company agreement, operating agreement, partnership agreement, stockholders’ agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of such Person, including any amendments or modifications thereto.

“Paying Agent” means American Stock Transfer & Trust Company, LLC.

“Permitted Liens” means any Liens that are (a) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate Proceeding; (b) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (c) for Taxes not yet due or which are being contested in good faith by appropriate Proceedings (provided that adequate reserves with respect thereto are maintained on the books of such person or its subsidiaries, as the case may be, in conformity with United States generally accepted accounting principles applied on a consistent basis during the periods involved); (d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (e) created pursuant to construction, operating and maintenance agreements, space lease agreements and other similar agreements, in each case having ordinary and customary terms and entered into in the ordinary course of business by such person and its subsidiaries; and (f) other encumbrances that, in the aggregate, do not materially impair the value or the continued use and operation of the assets to which they relate of the business by such person and its subsidiaries.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“Proceeding” means any action, suit, arbitration proceeding, administrative or regulatory investigation, review, audit, citation, summons or subpoena of any nature (civil, criminal, regulatory or otherwise) or any other proceeding in law or in equity.

8

“Purchase Agreement” means the Purchase and Sale Agreement between Crestwood Holdings LLC, Crestwood Gas Services Holdings LLC, NRGP Limited Partner, LLC and Inergy Holdings GP, LLC, dated as of the date hereof.

“Recipient Party Disclosure Schedules” means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Recipient Parties to the Contributing Parties concurrently with the execution and delivery of this Agreement.

“Release” means any spilling, leaking, burying, emitting, abandoning, discharging, migrating, injecting, escaping, leaching, dumping or disposing.

“Representatives” means, with respect to any Person, such Person’s Affiliates and its and their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933.

“Subordinated Units” means limited partner interests of NRGY having the terms set forth on Annex A hereto, which terms shall be reflected in the NRGY Amendment.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other legal entity or organization, whether incorporated or unincorporated, of which: (a) such Person or any other subsidiary of such Person is a general partner or a managing member or has similar authority; or (b) at least a majority of the outstanding securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation, partnership, limited liability company or other legal entity or organization is, directly or indirectly, owned or controlled by such Person or by any one or more of its subsidiaries.

“Tax” means all taxes, assessments, duties, levies, imposts or other similar charges imposed by a Governmental Authority, including all income, franchise, profits, capital gains, capital stock, transfer, gross receipts, sales, use, transfer, service, occupation, ad valorem, property, excise, severance, windfall profits, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental (including taxes under Code Section 59A), alternative minimum, add-on, value-added, backup withholding and other taxes, assessments, duties, levies, imposts or other similar charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), and all estimated taxes, deficiency assessments, additions to tax, additional amounts imposed by any Governmental Authority, penalties and interest.

“Tax Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of any Tax.

“Tax Return” means any report, return, election, document, estimated Tax filing, declaration or other filing provided to any Tax Authority, including any amendments thereto.

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“Third Party” means any Person other than the Contributing Parties, the Recipient Parties or any of their respective Affiliates.

“Transaction Expenses” means all fees and expenses incurred in connection with the negotiation, preparation and delivery of this Agreement and the consummation of the Contribution.

“Transfer Taxes” means federal, state, local or foreign or other excise, sales, use, value added, transfer (including real property transfer or gains), stamp, documentary, filing, recordation and other similar taxes and fees that may be imposed or assessed as a result of the transactions contemplated by this Agreement, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Willful and Material Breach” means a material breach, or failure to perform, that is the consequence of an act or omission of any of a party’s or its Subsidiaries’ Representatives, with the knowledge of such party that the taking of, or failure to take, such act would, or would reasonably be expected to, cause a breach of this Agreement.

(b) Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Agreement	Preamble
CGSH	Preamble
CH	Preamble
CH Commitment Letter	3.14
Closing	2.02
Closing Date	2.02
CMLP Conflicts Committee Financial Advisor	3.27
CMLP Fairness Opinion	3.27
CMLP Financial Advisor	3.05(a)
CMLP Financial Statements	3.16
CMLP Intellectual Property	3.25
CMLP Material Agreements	3.19(a)
CMLP Party Employee Benefit Plans	3.08(a)
CMLP Permits	3.12(b)
CMLP SEC Reports	3.18(a)
Consideration	2.01
Contributing Parties	Preamble
Contributing Party	Preamble
Contributing Party Indemnitees	10.02(b)
Contribution	2.01
Creditors’ Rights	3.02
Damages	10.02(a)
Drop Dead Date	9.01(c)
Excess NRGY Common Units	5.05
Gas Services GP	Recitals

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Term	Section
Indemnified Party	10.03(a)
Indemnified Tax Claim	7.09(d)
Indemnifying Party	10.03(a)
Interests	Recitals
Non-Recourse Party	11.13
NRGM Common Unit Distribution	8.01(b)
NRGY	Preamble
NRGY Commitment Letter	4.07
NRGY Financial Statements	4.10
NRGY GP	Preamble
NRGY Intellectual Property	4.23
NRGY Material Agreements	4.14(a)
NRGY Merger Transactions	4.26
NRGY Permits	4.14(b)
NRGY SEC Reports	4.12(a)
NRGY Unit Issuance	4.26
Potential Contributor	10.06
Recipient Parties	Preamble
Recipient Party	Preamble
Recipient Party Indemnitees	10.02(a)
Recipient Party Warranty Breach	10.02(b)
Related Party	11.14
rights-of-way	3.21(b) & 4.17(b)
Sarbanes-Oxley Act	3.18(b)
Subject Units	5.05
Tax Indemnified Party	7.09(d)
Tax Indemnifying Party	7.09(d)
Tax Proceeding	7.09(b)
Third-Party Claim	10.03(a)
Warranty Breach	10.02(a)

Section 1.02 Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Disclosure Schedules are to Articles, Sections, Exhibits and Disclosure Schedules of this Agreement unless otherwise specified. All Exhibits and Disclosure Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Disclosure Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. References to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person to

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the extent the context so requires. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed to include any such law or statute as amended from time to time, any rules and regulations promulgated thereunder and any and all Law.

ARTICLE II

CONTRIBUTION

Section 2.01 Contribution. Upon the terms and subject to the conditions of this Agreement, at the Closing, CGSH shall, and CH shall cause CGSH to, contribute, assign, transfer and convey to NRGY, and NRGY shall accept contribution of, the Interests, free and clear of any Liens (the “Contribution”). In consideration for the Contribution, upon the terms and subject to the conditions of this Agreement, at the Closing, NRGY shall deliver to CGSH (or one or more Affiliates of CGSH as designated no later than two Business Days prior to Closing by CH) 35,103,113 duly authorized, validly issued, fully paid and non-assessable NRGY Common Units and 4,387,889 duly authorized, validly issued, fully paid and non-assessable Subordinated Units, in each case free and clear of any Liens, other than restrictions on the ownership or transfer of securities existing under applicable Laws (the “Consideration”).

Section 2.02 Closing. Subject to the terms and conditions of this Agreement, the closing (the “Closing”) of the Contribution shall take place at the offices of Simpson Thacher & Bartlett LLP, 909 Fannin Street, Houston, Texas, on the later of (x) June 19, 2013 (but subject to the satisfaction or waiver of all of the conditions set forth in Article VIII on such date), and (y) two Business Days after satisfaction of the conditions set forth in Article VIII (other than any conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of such conditions at the Closing and other than the condition set forth in Section 8.01(a) but subject to the satisfaction of such condition no later than the Closing Date), or at such other time or place as the Contributing Parties and the Recipient Parties may agree in writing; provided that, unless otherwise agreed in writing by the Contributing Parties and the Recipient Parties, the Closing shall occur immediately following the closing of the transactions contemplated by Section 2.01 of the Purchase Agreement (the date upon which Closing actually occurs, the “Closing Date”).

Section 2.03 Closing Deliverables. At the Closing:

(a) The Recipient Parties shall deliver to the Contributing Parties evidence reasonably satisfactory to the Contributing Parties that each of the Recipient Parties and each of NRGM GP and NGRM has waived any right it may have to terminate the Inergy Omnibus Agreement as a result of entry into this Agreement, the Purchase Agreement or the Merger Agreement, or consummating any of the transactions contemplated hereby and thereby;

(b) CGSH and NRGY shall execute and deliver an agreement of assignment assigning to NRGY all of CGSH’s right, title and interest in, to and under the Interests (and admitting NRGY as sole member of Gas Services GP) substantially in the form attached hereto as Exhibit A;

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(c) NRGY GP shall deliver to the Contributing Parties evidence reasonably satisfactory to the Contributing Parties that the NRGY Amendment has been entered into and that it will be in full force and effect as of the Closing Date; and

(d) NRGY shall deliver to CGSH (or one or more Affiliates of CGSH as designated prior to Closing by CH) the Consideration issued in book entry form.

Section 2.04 Tax Treatment of the Contribution. The Contribution shall be treated by the Contributing Parties and the Recipient Parties as a contribution by CGSH of an undivided interest in the Interests in exchange for the Consideration under Section 721 of the Code.

Section 2.05 Anti-Dilution. If between the date hereof and the Closing Date, whether or not permitted pursuant to the terms of this Agreement, the outstanding NRGY Common Units shall be changed into a different number of units or other securities by reason of any split, reclassification, recapitalization, combination, merger, consolidation, reorganization or other similar transaction or event, or any distribution payable in equity securities shall be declared thereon with a record date within such period the Consideration payable hereunder shall be appropriately adjusted to provide the Contributing Parties the same economic effect as contemplated by this Agreement prior to such event.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES

Except as set forth in (i) the Contributing Party Disclosure Schedules, subject to the provisions of Section 11.11 or (ii) the CMLP SEC Documents (excluding any disclosures set forth in any “risk factor” section and in any section relating to forward-looking statements, to the extent that they are cautionary, predictive or forward-looking in nature) filed prior to the date hereof, the Contributing Parties jointly and severally represent and warrant to the Recipient Parties as of the date hereof and as of the Closing Date that:

Section 3.01 Existence and Power.

(a) Each of the Contributing Parties and Gas Services GP is duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite corporate (or similar) power and all material governmental licenses, qualifications, authorizations, registrations, permits, consents, variances and approvals required to carry on their respective businesses as now conducted. Gas Services GP is in material compliance with all such governmental licenses, qualifications, authorizations, registrations, permits, consents and approvals, and no suspension, revocation, cancellation or declaration of invalidity of any such licenses, qualifications, authorizations, registrations, permits, consents, variances or approvals is pending, or to the knowledge of CH, threatened. Gas Services GP is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not reasonably be expected to constitute, individually or in the aggregate, a material adverse effect on Gas Services GP.

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Section 3.02 Authorization. The execution, delivery and performance by the Contributing Parties of this Agreement and the consummation of the transactions contemplated hereby are within the Contributing Parties’ powers and have been duly authorized by all necessary action on the part of the Contributing Parties and no other action is necessary on the part of the Contributing Parties or any of their Affiliates for the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CH and CGSH. This Agreement constitutes a legal, valid and binding agreement of CH and CGSH, enforceable against CH and CGSH in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Section 3.03 Governmental Authorization. The execution, delivery and performance by the Contributing Parties of this Agreement and the consummation of the transactions contemplated hereby require no action by or in respect of, or filing or notification by either Contributing Party with any Governmental Authority other than (i) compliance with any applicable requirements of the Exchange Act and (ii) any such action or filing as to which the failure to make or obtain would not reasonably be expected to constitute, individually or in the aggregate, a material adverse effect on Gas Services GP.

Section 3.04 No Undisclosed Liabilities; Activities of the CMLP Parties.

(a) There are no liabilities of Gas Services GP of any kind (whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable or otherwise), other than liabilities of CMLP for which Gas Services GP may be liable under Law as a result of serving as the general partner of CMLP or liabilities set forth on Section 3.04(a) of the Contributing Party Disclosure Schedules. Gas Services GP does not have any assets (other than CMLP General Partner Units and CMLP Incentive Distribution Rights owned by Gas Services GP) and is not party to any Contract (other than its and CMLP’s Organizational Documents and as set forth on Section 3.04(b) of the Contributing Party Disclosure Schedules). Gas Services GP does not conduct and has not conducted any operations or business other than acting as the general partner of CMLP and owning CMLP General Partner Units and CMLP Incentive Distribution Rights.

(b) Neither CMLP nor any of the CMLP Subsidiaries has any indebtedness or liability, absolute or contingent, which is of a nature required to be reflected on the balance sheet of CMLP or in the notes thereto, in each case prepared in conformity with GAAP, and which is not shown or reserved against on the CMLP Financial Statements, other than

(i) liabilities incurred or accrued in the ordinary course of business consistent with past practice since December 31, 2012, including liens for current Taxes and assessments not in default;

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(ii) liabilities of CMLP or any of the CMLP Subsidiaries that, individually or in the aggregate, are not material to the CMLP Group Entities, taken as a whole; or

(iii) liabilities that have been discharged or paid in full prior to the date hereof.

Neither CMLP nor any of the CMLP Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among CMLP and any of the CMLP Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, CMLP in CMLP’s published financial statements or any CMLP SEC Documents.

Section 3.05 Finder’s Fee.

(a) There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Contributing Parties or any of their Subsidiaries or Affiliates who might be entitled to any fee or commission from Gas Services GP in connection with the transactions contemplated by this Agreement.

(b) Gas Services GP has not incurred, and will not be liable for, any Transaction Expenses.

Section 3.06 Capitalization; Ownership.

(a) CH owns 100% of the outstanding equity interests of, and is the sole member of, CGSH. CGSH is the sole member of Gas Services GP and the sole owner, beneficially and of record, of the Interests and will transfer and deliver to NRGY at the Closing good and valid title to the Interests free and clear of any Lien (other than any Lien that may be imposed by the Organizational Documents of Gas Services GP, the Delaware Limited Liability Company Act or applicable federal and state securities law restrictions) and will cause NRGY to be admitted as the sole member of Gas Services GP. Gas Services GP is the sole general partner of CMLP and the sole owner, beneficially and of record, of (x) 1,112,674 CMLP General Partner Units, which constitute 100% of the outstanding CMLP General Partner Units and (y) 100% of the outstanding CMLP Incentive Distribution Rights, in each case, free and clear of any Lien (other than any Lien that may be imposed by the CMLP Partnership Agreement, the Delaware Revised Uniform Limited Partnership Act, or applicable federal and state securities laws).

(b) All of the outstanding Interests, CMLP General Partner Units and CMLP Incentive Distribution Rights have been duly authorized and validly issued in accordance with applicable Law and Gas Services GP’s Organizational Documents or the CMLP

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Partnership Agreement, as applicable, and are fully paid (to the extent required under Gas Services GP’s Organizational Documents or the CMLP Partnership Agreement, as applicable) and nonassessable (except as such nonassessability is affected by the Delaware Revised Uniform Limited Liability Company Act or the Delaware Revised Uniform Limited Partnership Act, as applicable) and were not issued in violation of any pre-emptive rights, right of first refusal, right of first offer or similar rights of any Person. Except as set forth in this Section 3.06, there are no outstanding (i) units of capital stock, equity interests or voting securities of Gas Services GP, (ii) securities of Gas Services GP convertible into or exchangeable or exercisable for shares of capital stock, equity interests or voting securities of Gas Services GP or equity-based awards or (iii) options or other rights to acquire from CH, CGSH or Gas Services GP, or other obligation (whether firm or contingent) of Gas Services GP to issue, any capital stock, equity interests, voting securities or securities convertible into or exchangeable or exercisable for capital stock, equity interests or voting securities of Gas Services GP. There are no outstanding obligations of Gas Services GP to repurchase, redeem or otherwise acquire any of the securities referred to in Sections 3.06(b)(i), 3.06(b)(ii) and 3.06(b)(iii) (or Section 3.06(a)).

(c) There are no voting trusts, proxies, agreements, commitments or understandings of any character to which CH or CGSH is bound with respect to the voting or transfer of the Interests.

(d) Except for the CMLP General Partner Units, the CMLP Incentive Distribution Rights and 137,105 CMLP Common Units, Gas Services GP does not beneficially, directly or indirectly, own any equity interests or similar interests in any Person.

Section 3.07 Noncontravention. After giving effect to the commitment letters referred to in Section 3.07 of the Contributing Party Disclosure Schedule, the execution, delivery and performance by the Contributing Parties of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate or conflict with the Organizational Documents of CH, CGSH or Gas Services GP, (ii) assuming compliance with the matters referred to in Section 3.03, violate or conflict with any Law, (iii) require any consent or other action by any Person under, constitute a default under, result in a violation of or conflict with, or give rise to any right of termination, cancellation, modification or acceleration of any right or obligation of the CMLP Group Entities or to a loss of any benefit to which any of the CMLP Group Entities is entitled under any provision of any Contract binding upon the CMLP Group Entities or (iv) constitute (with or without the giving of notice or the passage of time or both) an event which would result in the creation of any Lien upon the Interests or upon any assets or properties of the CMLP Parties, except in the case of clauses (ii), (iii) and (iv), as have not had and would not reasonably be expected to constitute, individually or in the aggregate, a CMLP Material Adverse Effect.

Section 3.08 Employees and Employee Benefit Plans.

(a) (i) Section 3.08(a)(i) of the Contributing Party Disclosure Schedules sets forth a complete and accurate list of each material CMLP Party Employee Benefit Plan

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and (ii) true, correct and complete copies (or, to the extent no such copy exists, an accurate description thereof) of each such material CMLP Party Employee Benefit Plan and any related documents, including all amendments thereto, have been furnished or made available to the Recipient Parties. To the extent applicable, there has also been furnished or made available to the Recipient Parties, with respect to each material CMLP Party Employee Benefit Plan, any related trust agreement or other funding instrument, the most recent favorable determination letter from the Internal Revenue Service (or opinion letter, as applicable), the reports on Form 5500 for the immediately preceding year and the attached schedules and the most recent summary plan description and summaries of material modifications thereto, if applicable, with respect to each material CMLP Employee Benefit Plan.

(b) Neither the CMLP Parties nor any company or other entity that is required to be treated as a single employer together with the CMLP Parties under Sections 414(b), (c), (m) or (o) of the Code has any liability (whether secondary, contingent or otherwise) with respect to an Employee Benefit Plan that (i) is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA; (ii) is a multiemployer plan or a “multiple employer plan” (as such term is defined in Section 413(c) of the Code); or (iii) provides for any post-employment welfare benefits or coverage, except as required under Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B (or similar state or local law).

(c) Except as would not constitute, individually or in the aggregate, a CMLP Material Adverse Effect:

(i) the CMLP Party Employee Benefit Plans (A) have been established and maintained (in form and in operation) in accordance with their terms and with ERISA, the Code and all other applicable Laws and (B) if intended to be qualified under Section 401(a) of the Code, are so qualified and have received a favorable determination letter as to their qualification, or if such plan is a prototype plan, an opinion or notification letter and nothing has occurred, whether by action or failure to act that could reasonably be expected to cause the loss of such qualification;

(ii) each CMLP Group Entity and each entity employing or engaging current or former CMLP Related Employees is, and has been, in compliance in all respects with all applicable Law relating to the employment of labor, including all such applicable Law relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health and workers’ compensation;

(iii) no event has occurred and no condition exists that would subject a CMLP Group Entity either directly or by reason of their affiliation with any company or other entity that is required to be treated as a single employer together with CMLP under Sections 414(b), (c), (m) or (o) of the Code to any Tax, fine, Lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws;

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(iv) all contributions, premium payments and other payments required to be made in connection with each CMLP Party Employee Benefit Plan have been timely made or, if applicable, accrued to the extent required by GAAP;

(v) each CMLP Party Employee Benefit Plan maintained or sponsored by a CMLP Group Entity can be unilaterally amended or terminated at any time by a CMLP Group Entity without liability other than liability for benefits accrued to the date of such amendment or termination pursuant to the terms of the plan;

(vi) there are no actions, suits, or claims pending (other than routine claims for benefits) or, to the knowledge of CH, threatened against, or with respect to, any of the CMLP Party Employee Benefit Plans and no facts or circumstances exist that could reasonably be expected to give rise to any such actions, suits or claims; and

(vii) there is no administrative investigation, audit or other administrative proceeding pending (other than routine qualification determination filings) or, to the knowledge of CH, threatened, with respect to any of the CMLP Party Employee Benefit Plans by the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency.

(d) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not, either alone or in combination with any other event, (i) entitle any current or former director or current or former CMLP Related Employee to any retirement, severance, change of control, unemployment compensation or any other payment or enhanced or accelerated benefit, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such director or CMLP Related Employee, or result in any limitation on the right of the CMLP Group Entities and their Affiliates to amend, merge, terminate or receive a reversion of assets from any CMLP Party Employee Benefit Plan or related trust, (iii) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) with respect to an CMLP Group Entity or its Affiliates that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) or (iv) result in the funding of any “rabbi” or similar trust pursuant to any CMLP Employee Benefit Plan. No CMLP Employee Benefit Plan provides for the gross-up or reimbursement of Taxes under Sections 4999 or 409A of the Code.

(e) Except as disclosed in Section 4.08(e) of the Contributing Party Disclosure Schedules, no CMLP Group Entity or entity employing or engaging CMLP Related Employees is a party to, or subject to, or negotiating a collective bargaining agreement or any other contract with a labor union or representative of employees. There is no pending or, to the knowledge of CH, threatened strike, walkout or other work stoppage or any union organizing effort by or with respect to any CMLP Related Employees, nor has there been any such material strike, walkout or other work stoppage

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or, to the knowledge of CH, union organizing effort within the past five (5) years. There is no unfair labor practice charge pending or, to the knowledge of CH, threatened against any CMLP Group Entity.

(f) The CMLP Parties do not (i) employ and, have not at any time employed, any employees or (ii) retain, and have not at any time retained, the services of any independent contractors.

Section 3.09 Inspections; No Other Representations. Each Contributing Party is an informed and sophisticated party, and has engaged expert advisors, experienced in the evaluation and investment in the Consideration and companies such as NRGY as contemplated hereunder. Each Contributing Party has undertaken a sufficient investigation to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. CH, on its behalf and on behalf of its Affiliates, agrees to accept the Consideration on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the Recipient Parties, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Contributing Parties acknowledge that the Recipient Parties make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Recipient Parties of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the NRGY Common Units that compose the Consideration or the future business and operations of NRGY and its Subsidiaries or (ii) any other information or documents made available to the Recipient Parties or their counsel, accountants or advisors with respect to the NRGY Common Units that compose the Consideration or NRGY and its Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement.

Section 3.10 Litigation. There is no action, suit, investigation or proceeding pending against or, to the knowledge of CH, threatened (including any cease and desist letter and invitation to take a license) against the CMLP Parties or any of their properties, assets, operations or business before any Governmental Authority, except for any such action, suit, investigation or proceeding (i) arising after the date of this Agreement that challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement, the Contribution Agreement or the Merger Agreement or (ii) would not reasonably be expected to constitute, individually or in the aggregate, a CMLP Material Adverse Effect.

Section 3.11 Investment Representation. The Contributing Parties are purchasing the Consideration for their own account with the present intention of holding the underlying NRGY Common Units comprising the Consideration for investment purposes and not with a view to or for sale in connection with any public distribution of such units in violation of any federal or state securities laws. The Contributing Parties acknowledge that such NRGY Common Units have not been registered under federal and state securities laws and that such NRGY Common Units may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is registered under federal and state securities laws or pursuant to an exemption from registration under any federal or state securities laws.

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Section 3.12 Compliance with Laws and Court Orders.

(a) Except with respect to Tax matters (which are provided for in Section 3.15), Environmental Law (which is provided for in Section 3.19) and employee benefit matters (which are provided for in Section 3.08) CMLP and each of the CMLP Group Entities is in compliance with all, and is not in default under or in violation of, applicable Law, other than any noncompliance, default or violation which would not, individually or in the aggregate, constitute an CMLP Material Adverse Effect. No CMLP Group Entity has received any written communication within the past two years from a Governmental Authority that alleges that any CMLP Group Entity is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would not constitute, individually or in the aggregate, an CMLP Material Adverse Effect.

(b) The CMLP Group Entities are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are now being conducted (collectively, the “CMLP Permits”), except where the failure to be in possession of such CMLP Permits would not, individually or in the aggregate, constitute an CMLP Material Adverse Effect. None of the CMLP Group Entities in default or violation of any of the CMLP Permits, except for any such defaults or violations that would not, individually or in the aggregate, constitute an CMLP Material Adverse Effect. No suspension or cancellation of any of the CMLP Permits is pending or, to the knowledge of CH, threatened, except where such suspension or cancellation would not constitute, individually or in the aggregate, an CMLP Material Adverse Effect. As of the Execution Date, to the knowledge of CH, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the CMLP Group Entities under, any CMLP Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any CMLP Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not constitute, individually or in the aggregate, an CMLP Material Adverse Effect.

Section 3.13 Affiliated Transaction. Except as set forth on Section 3.13 of the Contributing Party Disclosure Schedules, no current or former officer, director, employee, equity holder or Affiliate of the Contributing Parties or of the CMLP Parties or any individual in such officer’s, director’s, employee’s or equity holder’s immediate family is a party to any agreement, Contract, commitment or transaction with any of the CMLP Parties and their controlled Affiliates. Neither of the Contributing Parties nor any of their Affiliates (other than controlled Affiliates of Gas Services GP) own any assets that are used in the business of CMLP or any of its Subsidiaries.

Section 3.14 Commitment Letters. The Contributing Parties have delivered to the Recipient Parties true and complete copies of the executed commitment letter, dated as of the date hereof by and among CH and the Financing Sources regarding the terms and conditions of

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the financing to be provided by such commitment letter attached hereto as Exhibit B (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, the “CH Commitment Letters”). The CH Commitment Letters have been duly executed and delivered by CH and, assuming the due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of CH enforceable against CH in accordance with their terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and, to the knowledge of CH, and are not subject to any conditions precedent related to the funding of the net proceeds of the Debt Financing that are not set forth in the CH Commitment Letters. The CH Commitment Letters have not been amended or modified prior to the date hereof and the respective commitments contained in the CH Commitment Letters have not been reduced, withdrawn or rescinded prior to the date hereof. As of the date hereof, the Contributing Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by CH under any term or condition of the CH Commitment Letters, and, as of the date hereof, the Contributing Parties have no reason to believe that CH or any other party thereto will be unable to satisfy on a timely basis any of the conditions to the Debt Financing to be satisfied pursuant to the CH Commitment Letters. CH or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the CH Commitment Letters to be paid by the date hereof.

Section 3.15 Tax Matters. Except as would not, individually or in the aggregate, constitute an CMLP Material Adverse Effect:

(a) each of the CMLP Group Entities has filed when due (taking into account extensions of time for filing) all Tax Returns required to be filed by it;

(b) all Taxes owed by the CMLP Group Entities (whether or not shown on any Tax Return) have been duly and timely paid in full;

(c) there is no Proceeding now pending against any of the CMLP Group Entities in respect of any Tax or Tax Return, nor has any written adjustment with respect to a Tax Return or written claim for additional Tax been received by any of the CMLP Group Entities that is still pending;

(d) no written claim has been made by any Tax authority in a jurisdiction where any of the CMLP Group Entities does not currently file a Tax Return that it is or may be subject to any material Tax in such jurisdiction, nor has any such assertion been threatened or proposed in writing and received by any CMLP Group Entity;

(e) except as set forth in Section 3.15(e) of the Contributing Party Disclosure Schedule, none of the CMLP Subsidiaries has any outstanding request for an extension of time within which to pay Taxes or file Tax Returns;

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(f) there is no outstanding waiver or extension of any applicable statute of limitations for the assessment or collection of Taxes due from any of the CMLP Group Entities;

(g) each of the CMLP Group Entities has complied in all material respects with all applicable Law relating to the payment and withholding of Taxes and has duly and timely withheld and paid all material Taxes required to be withheld in connection with any amounts paid or owing to any employee, creditor, independent contractor or other party;

(h) each of the CMLP Group Entities that is classified as a partnership for U.S. federal tax purposes has in effect an election under Section 754 of the Code;

(i) except as set forth in Section 3.15(i) of the Contributing Party Disclosure Schedule, none of the CMLP Group Entities has been a member of an Affiliated group filing a consolidated federal income Tax Return and none of the CMLP Group Entities has any liability for the Taxes of any Person (other than a CMLP Party or the CMLP Group Entities) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract or otherwise;

(j) in each tax year since the formation of CMLP up to and including the current tax year, at least 90% of the gross income of CMLP has been income which is “qualifying income” within the meaning of Section 7704(d) of the Code;

(k) For U.S. federal income Tax purposes, Gas Services GP is, and has been since its formation, treated as a disregarded entity; and

(l) except for Crestwood Midstream Finance Corporation, none of the CMLP Group Entities is treated as a corporation for U.S. federal tax purposes.

Section 3.16 Financial Statements. The historical financial statements of CMLP included in the CMLP SEC Documents, including all related notes and schedules (the “CMLP Financial Statements”): (i) comply as to form in all material respects with the Securities Act, Exchange Act and applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) fairly present in all material respects the consolidated financial position of CMLP and the CMLP Subsidiaries, as of the respective dates thereof, and the consolidated results of operations, cash flows and changes in partners’ equity of the entities to which such CMLP Financial Statements relate for the periods indicated; and (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Rule 10-01 of Regulation S-X) and subject, in the case of interim financial statements, to normal year-end adjustments.

Section 3.17 CMLP SEC Documents and Internal Controls.

(a) Since December 31, 2010, all reports, including but not limited to the Annual Reports on Form 10-K, the Quarterly Reports on Form 10-Q and the Current Reports on Form 8-K, forms, schedules, statements and other documents required to be

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filed or furnished by CMLP with or to the SEC, as applicable, pursuant to the Exchange Act or the Securities Act (the “CMLP SEC Documents”), have been timely filed or furnished in accordance with the rules and regulations of the SEC. All such CMLP SEC Documents (i) complied as to form in all material respects in accordance with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations thereunder and (ii) as of its filing date in the case of any Exchange Act report and as of its effective date in the case of any Securities Act filing, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Execution Date, there are no outstanding or unresolved comments received from the SEC staff with respect to the CMLP SEC Documents. To the knowledge of CH, none of the CMLP SEC Documents is the subject of ongoing SEC review or investigation.

(b) CMLP has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. CMLP’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by CMLP in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to CMLP’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder (the “Sarbanes-Oxley Act”). CMLP’s management has completed its assessment of the effectiveness of CMLP’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2012, and such assessment concluded that such controls were effective. To knowledge of CH, it has disclosed, based on its most recent evaluations, to CMLP’s outside auditors and the audit committee of the CMLP Board (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect CMLP’s ability to record, process, summarize and report financial information (as defined in Rule 13a-15(f) of the Exchange Act) and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CMLP’s internal controls over financial reporting.

Section 3.18 Material Contracts.

(a) Except for those agreements filed as exhibits to the CMLP SEC Documents and those agreements set forth on Section 3.20(a) of the Contributor Party Disclosure Schedules (collectively, the “CMLP Material Agreements”), none of the CMLP Group Entities is a party to, or is bound by, any agreements, contracts or commitments (whether written or oral):

(i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S K of the SEC);

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(ii) which constitutes a contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $10,000,000;

(iii) which contains any provision that prior to or following the date hereof would materially restrict or alter the conduct of business of, or purport to materially restrict or alter the conduct of business of, whether or not binding on, CMLP or any controlled Affiliate of CMLP, including by materially restricting the disposition of any business or assets;

(iv) which is a lease or license (whether of real, personal or intangible property) providing for annual rentals or fees of $5,000,000 or more that cannot be terminated by any CMLP Group Entity on not more than 60 days’ notice without payment by such CMLP Group Entity of any material penalty;

(v) which is an agreement for the purchase of materials, supplies, goods, services, equipment or other assets that in each case both (A) cannot be terminated by any CMLP Group Entity on not more than 60 days’ notice without payment by any of CMLP Group Entity of any material penalty and (B) involves annual revenues or payments in excess of $10,000,000;

(vi) which is a partnership, joint venture or other similar agreement or arrangement;

(vii) any contract that relates to any commodity or interest rate swap, cap or collar or other similar hedging or derivate transactions, other than any contract for purchase and sale of commodities and the associated hedging instruments entered into in the ordinary course of business consistent with past practice;

(viii) which is a contract relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) with a purchase price of $10,000,000 or more;

(ix) any contract relating to the gathering, processing, treating, transportation, storage, sale or purchase of natural gas, condensate or other liquid or gaseous hydrocarbons or the products therefrom, or the provision of services related thereto (including any operation, operation servicing or maintenance contract) in each case that involves annual revenues or payments in excess of $10,000,000; or

(x) any contract relating to the construction of capital assets or other capital expenditures in each case that involves annual revenues or payments in excess of $10,000,000.

(b) Except to the extent that enforceability thereof may be limited by Creditors’ Rights; and provided, further, that any indemnity, contribution and

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exoneration provisions contained in any such CMLP Material Agreement may be limited by applicable Law and public policy, each of the CMLP Material Agreements (i) constitutes the valid and binding obligation of the applicable CMLP Group Entity, and to the knowledge of CH constitutes a valid and binding obligation of the other parties thereto (ii) is in full force and effect as of the date hereof and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement, in each case unless the failure to be so would not constitute, individually or in the aggregate, an CMLP Material Adverse Effect.

(c) There is not, to the knowledge of CH, under any CMLP Material Agreement, any default or event which, with notice or lapse of time or both, would constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained or which would not constitute, individually or in the aggregate, a CMLP Material Adverse Effect.

Section 3.19 Environmental Matters. Except as reflected in the CMLP Financial Statements, and except for any such matter that individually or in the aggregate would not constitute a CMLP Material Adverse Effect:

(a) each of the CMLP Group Entities and its assets, real properties and operations are in compliance with all Environmental Law and Environmental Permits;

(b) each of the CMLP Group Entities has, as applicable, developed and submitted or obtained and maintained all Environmental Permits necessary for the conduct and operation of its business as currently conducted and operated, and all such Environmental Permits are in full force and effect and to the knowledge of CH, there is no pending or threatened challenge to any Environmental Permit or reason to believe any pending application for any Environmental Permit will not be approved in reasonably acceptable form and substance;

(c) none of the CMLP Group Entities has received any written notice from any Person alleging with respect to any of the CMLP Group Entities, the violation of or liability under any Environmental Law (including liability as a potentially responsible party under CERCLA or any analogous state laws) or any Environmental Permit, and to the knowledge of CH, no occurrence or condition exists that would reasonably be expected to result in the receipt of such notice;

(d) there has been no Release of any Hazardous Material at, on, under or from any real properties or facilities as a result of the operations of the CMLP Group Entities that has not been remediated as required by any Environmental Law or Environmental Permit or otherwise adequately reserved for in the CMLP Financial Statements and to the knowledge of CH, there is no occurrence or condition relating to any such Release that would reasonably be expected to result in any of the CMLP Group Entities having liability under any Environmental Law or Environmental Permit; and

(e) the CMLP Group Entities have provided or otherwise made available to the Buyer Group Entities true and complete copies of all material written environmental assessment reports that have been prepared by or on behalf of the CMLP Group Entities and that are in any of the CMLP Group Entities’ possession.

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This Section 3.19, and Sections 3.04, 3.07, 3.18 and 3.21 hereof, constitute the sole and exclusive representation and warranty of the CMLP Parties with respect to Environmental Permits, the Release of or exposure to Hazardous Materials and Environmental Law.

Section 3.20 Title to Properties and Rights of Way.

(a) Each of the CMLP Group Entities has indefeasible title to all material real property and good title to all material tangible personal property owned by such CMLP Group Entity, in each case which is material to the business of such CMLP Group Entity, free and clear of all Liens except Permitted Liens, except as would not, individually or in the aggregate, constitute CMLP Material Adverse Effect.

(b) Each of the CMLP Group Entities owns or has the right to use such consents, easements, rights-of-way, permits or licenses from each Person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the CMLP SEC Reports, except for such rights-of-way the absence of which would not, individually or in the aggregate, result in an CMLP Material Adverse Effect. Each such right-of-way is valid and enforceable, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law), and grant the rights purported to be granted thereby and all rights necessary thereunder for the current operation of the businesses of the CMLP Group Entities, except where the failure of any such right-of-way to be valid or enforceable or to grant the rights purported to be granted thereby or necessary thereunder would not, individually or in the aggregate, result in a CMLP Material Adverse Effect. Each of the CMLP Group Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and, to the knowledge of CH, no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for any failure to fulfill or perform or any such revocations, terminations and impairments that would not, individually or in the aggregate, result in a CMLP Material Adverse Effect; and no such rights-of-way contain any restriction that materially prevents the operation of the businesses of the CMLP Group Entities, taken as a whole, and as currently conducted.

(c) There is no pending (or, to the knowledge of CH, threatened) condemnation of any material part of the real property used and necessary for the conduct of the businesses of the CMLP Group Entities, as they are presently conducted, by any Governmental Authority or other Person.

Section 3.21 Insurance. The CMLP Group Entities own, hold, maintain, or are entitled to the benefits of, insurance covering their properties, operations, personnel and businesses in amounts required by applicable Law and customary for the businesses in which they operate.

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The CMLP Group Entities are in compliance with the terms of all insurance policies in all material respects; and there are no material claims by any of the CMLP Group Entities under any such insurance policy as to which any insurance company is denying liability or defending under a reservation of rights clause. Except as would not, individually or in the aggregate, constitute a CMLP Material Adverse Effect, none of the CMLP Group Entities has received any written notice from any insurer or agent of such insurer that such insurer has cancelled or terminated or has initiated procedures to cancel or terminate any insurance policy.

Section 3.22 Absence of Certain Changes. Since December 31, 2012 through the date hereof, no events, changes, effects or developments have occurred that have had or would be reasonably expected to have, individually or in the aggregate, a CMLP Material Adverse Effect.

Section 3.23 Regulation. None of the CMLP Group Entities is, nor will any of the CMLP Group Entities be following the consummation of the transactions contemplated hereby, an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.24 Intellectual Property. CMLP and the CMLP Subsidiaries own or have the right to use all other Intellectual Property necessary for the operation of the businesses of each of CMLP and the CMLP Subsidiaries as presently conducted (collectively, the “CMLP Intellectual Property”), free and clear of all Encumbrances except for Permitted Encumbrances, except where the failure to own or have the right to use such Intellectual Property would not, individually or in the aggregate, constitute a CMLP Material Adverse Effect. To the knowledge of CH, (i) the use of the CMLP Intellectual Property by CMLP and the CMLP Subsidiaries and the operation of the business of each of CMLP and the CMLP Subsidiaries as presently conducted does not infringe or misappropriate any Intellectual Property of any other Person; (ii) no Person is infringing or misappropriating the Intellectual Property of CMLP and the CMLP Subsidiaries; and (iii) CMLP and the CMLP Subsidiaries reasonably protect the operation and security of their material software and systems (and the data therein) and there have been no breaches or outages of same, except, in each case, for such matters that would not constitute, individually or in the aggregate, a CMLP Material Adverse Effect.

Section 3.25 State Takeover Laws. No approvals are required under state takeover or similar laws in connection with the performance by the CMLP Parties of their obligations under this Agreement.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE RECIPIENT PARTIES

Except as set forth in (i) the Recipient Party Disclosure Schedules, subject to the provisions of Section 11.11 or (ii) the NRGY SEC Documents (excluding any disclosures set forth in any “risk factor” section and in any section relating to forward-looking statements, to the extent that they are cautionary, predictive or forward-looking in nature) filed prior to the date hereof, the Recipient Parties jointly and severally represent and warrant to the Contributing Parties as of the date hereof and as of the Closing Date that:

Section 4.01 Existence and Power. Each of the Recipient Parties is duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite corporate (or similar) power and all material governmental licenses, qualifications, authorizations, registrations, permits, consents, variances and approvals required to carry on their respective businesses as now conducted. NRGY is in material compliance with all such governmental licenses, qualifications, authorizations, registrations, permits, consents and approvals, and no suspension, revocation, cancellation or declaration of invalidity of any such licenses, qualifications, authorizations, registrations, permits, consents, variances or approvals is pending, or to the knowledge of NRGY GP, threatened. NRGY is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not reasonably be expected to constitute, individually or in the aggregate, an NRGY Material Adverse Effect.

Section 4.02 Authorization. The execution, delivery and performance by the Recipient Parties of (i) this Agreement and the consummation of the transactions contemplated hereby and (ii) the NRGM Common Unit Distribution, are within the Recipient Parties’ powers and have been duly authorized by all necessary corporate (or similar) action on the part of the Recipient Parties and no other action is necessary on the part of the Recipient Parties or any of their Affiliates for the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by NRGY and/or NRGY GP, as applicable. This Agreement constitutes a valid and binding agreement of NRGY and/or NRGY GP, as applicable, enforceable against NRGY and/or NRGY GP in accordance with its terms, except as such enforceability may be limited by applicable Creditor’s Rights.

Section 4.03 Governmental Authorization. The execution, delivery and performance by the Recipient Parties of this Agreement, the consummation of the transactions contemplated hereby, including the NRGM Common Unit Distribution and the Follow-On Contributions and the purchase of the Partnership Interests (as such term is defined in the Purchase Agreement) pursuant to the Purchase Agreement, require no action by or in respect of, or filing or notification by either Recipient Party or any NRGY Group Entity with any Governmental Authority other than (i) compliance with any applicable requirements of the Exchange Act and (ii) any such action or filing as to which the failure to make or obtain would not reasonably be expected to constitute, individually or in the aggregate, an NRGY Material Adverse Effect.

Section 4.04 Finder’s Fee. Except for Greenhill & Co., Inc. and SunTrust Robinson Humphrey Inc., there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Recipient Parties or NRGY Group Entities who might be entitled to any fee or commission from NRGY in connection with the transactions contemplated by this Agreement and the NRGM Common Unit Distribution.

Section 4.05 Capitalization; Ownership.

(a) NRGY will transfer and deliver to CGSH (or one or more Affiliates of CGSH as designated prior to Closing by CH) at the Closing good and valid title to the Consideration free and clear of any Lien (other than any Liens imposed by the NRGY

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Partnership Agreement, the Delaware Revised Uniform Limited Partnership Act or applicable federal and state securities law restrictions). As of the date of this Agreement, there are 130,508,030 NRGY Common Units, 1,232,222 restricted NRGY Common Units granted pursuant to the Inergy LP Long-Term Incentive Plan and 4,867,252 NRGY Class A units outstanding. 4,019,837 of the Class A units are owned by Inergy Partners, L.L.C and 847,415 of the Class A Units are owned by IPCH Acquisition Corp. There are no NRGY Class B Units outstanding.

(b) All of the outstanding NRGY Common Units and NRGY Class A Units have been duly authorized and validly issued in accordance with applicable Law and the NRGY Partnership Agreement and are fully paid (to the extent required under the NRGY Partnership Agreement) and nonassessable (except as such nonassessability is affected by the Delaware Revised Uniform Limited Partnership Act) and were not issued in violation of any pre-emptive rights, right of first refusal, right of first offer or similar rights of any Person. Except as set forth in Section 4.05 of the Recipient Party Disclosure Schedules, there are no outstanding (i) units of capital stock, equity interests or voting securities of NRGY, (ii) securities of NRGY convertible into or exchangeable or exercisable for shares of capital stock, equity interests or voting securities of NRGY or equity-based awards or (iii) options or other rights to (x) receive cash in respect of the value of any capital stock, equity interests, voting securities or securities convertible into or exchangeable or exercisable for capital stock or (y) to acquire from NRGY, or other obligation (whether firm or contingent) of NRGY to issue, any capital stock, equity interests, voting securities or securities convertible into or exchangeable or exercisable for capital stock, equity interests or voting securities of NRGY. Except as provided under the Inergy Long Term Incentive Plan and the award agreements thereunder, there are no outstanding obligations of NRGY to repurchase, redeem or otherwise acquire any of the securities referred to in Sections 4.05(b)(i), 4.05(b)(ii), 4.05(b)(iii) (or Section 4.05(a)).

(c) Except as described in the NRGY Partnership Agreement, there are no voting trusts, proxies, agreements, commitments or understandings of any character to which NRGY or NRGY GP is bound with respect to the voting or transfer of the NRGY Common Units.

(d) As of the date of this Agreement, NRGY owns no material assets other than (i) 56,398,707 NRGM Common Units, (ii) 99.5% of the Class A limited liability company interests in Inergy Partners, L.L.C., (iii) all of the Class A stock in IPCH Acquisition Corp., (iv) 142,047 units of Suburban Propane Partners, L.P., (v) 100% of the limited partners interests in Inergy Midstream Holdings, L.P. and (vi) all of the issued and outstanding limited liability company interests, partnership interests or shares, as applicable of Inergy Finance Corp., Tres Palacios Gas Storage LLC, Inergy Operations, LLC and MGP GP, LLC.

Section 4.06 Noncontravention. After giving effect to the transactions contemplated by the commitment letters referred to in Section 4.06 of the Recipient Party Disclosure Schedules, the execution, delivery and performance by the Recipient Parties of this Agreement, the consummation of the transactions contemplated hereby, including the NRGM Common Unit Distribution and the Follow-On Contributions, and the purchase of the Partnership Interests (as

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such term is defined in the Purchase Agreement) pursuant to the Purchase Agreement, do not and will not (i) violate or conflict with the Organizational Documents of NRGY or NRGY GP, (ii) assuming compliance with the matters referred to in Section 4.03, violate or conflict with any Law, (iii) require any consent or other action by any Person under, constitute a default under, result in a violation of or conflict with, or give rise to any right of termination, cancellation, modification or acceleration of any right or obligation of the Recipient Parties or any NRGY Group Entity or to a loss of any benefit to which any of the foregoing is entitled under any provision of any Contract binding upon any of the foregoing other than as required under the Existing NRGY Credit Agreement or (iv) constitute (with or without the giving of notice or the passage of time or both) an event which would result in the creation of any Lien upon any assets or properties of NRGY, except in the case of clauses (ii), (iii) and (iv), as have not had and would not reasonably be expected to constitute, individually or in the aggregate, an NRGY Material Adverse Effect.

Section 4.07 Commitment Letters. The Recipient Parties have delivered to the Contributing Parties true and complete copies of the executed commitment letter, dated as of the date hereof by and among NRGY and the Financing Sources regarding the terms and conditions of the financing to be provided by such commitment letter attached hereto as Exhibit C (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, the “NRGY Commitment Letters”). The NRGY Commitment Letters have been duly executed and delivered by NRGY and, assuming the due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of NRGY enforceable against NRGY in accordance with their terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and, to the knowledge of the NRGY GP are not subject to any conditions precedent related to the funding of the net proceeds of the Debt Financing that are not set forth in the NRGY Commitment Letters. The NRGY Commitment Letters have not been amended or modified prior to the date hereof and the respective commitments contained in the NRGY Commitment Letters have not been reduced, withdrawn or rescinded prior to the date hereof. As of the date hereof, the Recipient Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by NRGY under any term or condition of the NRGY Commitment Letters, and, as of the date hereof, the Recipient Parties have no reason to believe that NRGY or any other party thereto will be unable to satisfy on a timely basis any of the conditions to the Debt Financing to be satisfied pursuant to the NRGY Commitment Letters. NRGY or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the NRGY Commitment Letters to be paid by the date hereof.

Section 4.08 NRGM Common Unit Distribution. The NRGM Common Unit Distribution is not required to be registered with the SEC pursuant to the Securities Act or the Exchange Act.

Section 4.09 Registration Rights. Except as contemplated to be granted pursuant to the Purchase Agreement, there are no registration rights applicable to the NRGY Common Units other than those registration rights set forth in Section 7.12 of the NRGY Partnership Agreement. No Person has requested registration of any NRGY Partnership Securities pursuant to Section 7.12 of the NRGY Partnership Agreement.

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Section 4.10 Financial Statements. The historical financial statements of NRGY included in the NRGY SEC Reports, including all related notes and schedules (the “NRGY Financial Statements”): (i) comply as to form in all material respects with the Securities Act, Exchange Act and applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) fairly present in all material respects the consolidated financial position of NRGY and its Subsidiaries, as of the respective dates thereof, and the consolidated results of operations, cash flows and changes in partners’ equity of the entities to which such NRGY Financial Statements relate for the periods indicated; and (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Rule 10-01 of Regulation S-X) and subject, in the case of interim financial statements, to normal year-end adjustments.

Section 4.11 Absence of Undisclosed Liabilities.

(a) Neither NRGY nor any of the NRGY Group Entities has any indebtedness or liability, absolute or contingent, which is of a nature required to be reflected on the balance sheet of NRGY or in the notes thereto, in each case prepared in conformity with GAAP, and which is not shown or reserved against on the NRGY Financial Statements, other than:

(i) liabilities incurred or accrued in the ordinary course of business consistent with past practice since September 30, 2012, including liens for current Taxes and assessments not in default;

(ii) liabilities of NRGY or any of the NRGY Group Entities that, individually or in the aggregate, are not material to NRGY and the NRGY Group Entities, taken as a whole; or

(iii) liabilities that have been discharged or paid in full prior to the date hereof.

(b) Neither NRGY nor any of the NRGY Group Entities is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among NRGY and any of the NRGY Group Entities, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, NRGY in NRGY’s published financial statements or any NRGY SEC Reports.

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Section 4.12 NRGY SEC Reports and Internal Controls.

(a) Since September 30, 2010, all reports, including but not limited to the Annual Reports on Form 10-K, the Quarterly Reports on Form 10-Q and the Current Reports on Form 8-K, forms, schedules, statements and other documents required to be filed or furnished by NRGY with or to the SEC, as applicable, pursuant to the Securities Act or the Exchange Act (the “NRGY SEC Reports”) have been timely filed or furnished in accordance with the rules and regulations of the SEC. All such NRGY SEC Reports (i) complied as to form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) as of its filing date in the case of any Exchange Act report and as of its effective date in the case of any Securities Act filing, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Execution Date, there are no outstanding or unresolved comments received from the SEC staff with respect to the NRGY SEC Reports. To the knowledge of NRGY GP, none of the NRGY SEC Reports is the subject of ongoing SEC review or investigation.

(b) NRGY has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. NRGY’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NRGY in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to NRGY’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. NRGY’s management has completed its assessment of the effectiveness of NRGY’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended September 30, 2012, and such assessment concluded that such controls were effective. To the knowledge of NRGY GP, NRGY has disclosed, based on its most recent evaluations, to NRGY’s outside auditors and the audit committee of the NRGY Board (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect NRGY’s ability to record, process, summarize and report financial information (as defined in Rule 13a-15(f) of the Exchange Act) and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the NRGY’s internal controls over financial reporting.

Section 4.13 Compliance with Law; Permits.

(a) Except with respect to Tax matters (which are provided for in Section 4.19), Environmental Law (which is provided for in Section 4.16) and employee benefit matters (which are provided for in Section 4.20) NRGY and each of the NRGY Group Entities is in compliance with all, and is not in default under or in violation of, applicable Law, other than any noncompliance, default or violation which would not, individually or in the aggregate, constitute an NRGY Material Adverse Effect. No NRGY Group Entity

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has received any written communication within the past two years from a Governmental Authority that alleges that any NRGY Group Entity is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would not constitute, individually or in the aggregate, an NRGY Material Adverse Effect.

(b) The NRGY Group Entities are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are now being conducted (collectively, the “NRGY Permits”), except where the failure to be in possession of such NRGY Permits would not, individually or in the aggregate, constitute an NRGY Material Adverse Effect. None of the NRGY Group Entities in default or violation of any of the NRGY Permits, except for any such defaults or violations that would not, individually or in the aggregate, constitute an NRGY Material Adverse Effect. No suspension or cancellation of any of the NRGY Permits is pending or, to the knowledge of NRGY GP, threatened, except where such suspension or cancellation would not constitute, individually or in the aggregate, an NRGY Material Adverse Effect. As of the Execution Date, to the knowledge of NRGY GP, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the NRGY Group Entities under, any NRGY Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any NRGY Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not constitute, individually or in the aggregate, an NRGY Material Adverse Effect.

Section 4.14 Material Contracts.

(a) Except for those agreements filed as exhibits to the NRGY SEC Reports and those agreements set forth on Section 4.14(a) of the Recipient Party Disclosure Schedules (collectively, the “NRGY Material Agreements”), none of the NRGY Group Entities is a party to, or is bound by, any agreements, contracts or commitments (whether written or oral):

(i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);

(ii) which constitutes a contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $10,000,000;

(iii) which contains any provision that prior to or following the date hereof would materially restrict or alter the conduct of business of, or purport to materially restrict or alter the conduct of business of, whether or not binding on, NRGY or any controlled Affiliate of NRGY, including by materially restricting the disposition of any business or assets;

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(iv) which is a lease or license (whether of real, personal or intangible property) providing for annual rentals or fees of $5,000,000 or more that cannot be terminated by any NRGY Group Entity on not more than 60 days’ notice without payment by such NRGY Group Entity of any material penalty;

(v) which is an agreement for the purchase of materials, supplies, goods, services, equipment or other assets that in each case both (A) cannot be terminated by any NRGY Group Entity on not more than 60 days’ notice without payment by any of NRGY Group Entity of any material penalty and (B) involves annual revenues or payments in excess of $10,000,000;

(vi) which is a partnership, joint venture or other similar agreement or arrangement;

(vii) any contract that relates to any commodity or interest rate swap, cap or collar or other similar hedging or derivate transactions, other than any contract for purchase and sale of commodities and the associated hedging instruments entered into in the ordinary course of business consistent with past practice;

(viii) which is a contract relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) with a purchase price of $10,000,000 or more;

(ix) any contract relating to the gathering, processing, treating, transportation, storage, sale or purchase of natural gas, condensate or other liquid or gaseous hydrocarbons or the products therefrom, or the provision of services related thereto (including any operation, operation servicing or maintenance contract) in each case that involves annual revenues or payments in excess of $10,000,000; or

(x) any contract relating to the construction of capital assets or other capital expenditures in each case that involves annual revenues or payments in excess of $10,000,000.

(b) Except to the extent that enforceability thereof may be limited by Creditors’ Rights; and provided, further, that any indemnity, contribution and exoneration provisions contained in any such NRGY Material Agreement may be limited by applicable Law and public policy, each of the NRGY Material Agreements (i) constitutes the valid and binding obligation of the applicable NRGY Group Entity and, to the knowledge of NRGY GP, constitutes the valid and binding obligation of the other parties thereto, (ii) is in full force and effect as of the date hereof, and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement, in each case unless the failure to be so would not constitute, individually or in the aggregate, an NRGY Material Adverse Effect.

(c) There is not, to the knowledge of NRGY GP, under any NRGY Material Agreement, any default or event which, with notice or lapse of time or both, would constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained or which would not reasonably be expected to constitute, individually or in the aggregate, an NRGY Material Adverse Effect.

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Section 4.15 Legal Proceedings. There are no pending (or to the knowledge of NRGY GP, threatened) Proceedings, with respect to which any NRGY Group Entity has been contacted in writing by counsel for the plaintiff or claimant, against or affecting any NRGY Group Entity or any of their properties, assets, operations or business and which constitute, individually or in the aggregate, an NRGY Material Adverse Effect. Except as would not individually constitute an NRGY Material Adverse Effect, none of the NRGY Group Entities is a party or subject to or in default under any order, injunction, judgment, decree, ruling or other similar requirement applicable to it or any of its properties, assets, operations or business.

Section 4.16 Environmental Matters. Except as reflected in the NRGY Financial Statements, and except for any such matter that would not constitute, individually or in the aggregate, an NRGY Material Adverse Effect:

(a) each of the NRGY Group Entities and its assets, real properties and operations are in compliance with all Environmental Law and Environmental Permits;

(b) each of the NRGY Group Entities has, as applicable, developed and submitted or obtained and maintained all Environmental Permits necessary for the conduct and operation of its business as currently conducted and operated, and all such Environmental Permits are in full force and effect and to the knowledge of NRGY GP, there is no pending or threatened challenge to any Environmental Permit or reason to believe any pending application for any Environmental Permit will not be approved in reasonably acceptable form and substance;

(c) none of the NRGY Group Entities has received any written notice from any Person alleging, with respect to any of the NRGY Group Entities, the violation of or liability under any Environmental Law (including liability as a potentially responsible party under CERCLA or any analogous state laws) or any Environmental Permit, and to the knowledge of NRGY GP, no occurrence or condition exists that would reasonably be expected to result in the receipt of such notice;

(d) there has been no Release of any Hazardous Material at, on, under or from any real properties or facilities as a result of the operations of the NRGY Group Entities that has not been remediated as required by any Environmental Law or Environmental Permit or otherwise adequately reserved for in the NRGY Financial Statements and to the knowledge of NRGY GP, there is no occurrence or condition relating to any such Release that would reasonably be expected to result in any of the NRGY Group Entities having liability under any Environmental Law or Environmental Permit; and

(e) the NRGY Group Entities have provided or otherwise made available to the Contributing Parties true and complete copies of all material written environmental assessment reports that have been prepared by or on behalf of the NRGY Group Entities and that are in any of the NRGY Group Entities’ possession.

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This Section 4.16, and Sections 4.06, 4.11, 4.14 and 4.18 hereof, constitute the sole and exclusive representation and warranty of the Recipient Parties with respect to Environmental Permits, the Release or exposure to Hazardous Materials and Environmental Law.

Section 4.17 Title to Properties and Rights of Way.

(a) Each of the NRGY Group Entities has indefeasible title to all material real property and good title to all material tangible personal property owned by such NRGY Group Entity, in each case which is material to the business of such NRGY Group Entity, free and clear of all Liens except Permitted Liens except as would not, individually or in the aggregate, constitute an NRGY Material Adverse Effect.

(b) Each of the NRGY Group Entities owns or has the right to use consents, easements, rights-of-way, permits or licenses from each Person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the NRGY SEC Reports, except for such rights-of-way the absence of which would not, individually or in the aggregate, result in an NRGY Material Adverse Effect. Each such right-of-way is valid and enforceable, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law), and grant the rights purported to be granted thereby and all rights necessary thereunder for the current operation of the businesses of the NRGY Group Entities, except where the failure of any such right-of-way to be valid or enforceable or to grant the rights purported to be granted thereby or necessary thereunder would not, individually or in the aggregate, result in an Material Adverse Effect. Each of the NRGY Group Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and, to the knowledge of NRGY GP, no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except any failure to fulfill or perform any for such revocations, terminations and impairments that would not, individually or in the aggregate, result in an NRGY Material Adverse Effect; and no such rights-of-way contain any restriction that materially prevents the operation of the businesses of the NRGY Group Entities, taken as a whole, and as currently conducted.

(c) There is no pending (or, to the knowledge of NRGY GP, threatened) condemnation of any material part of the real property used and necessary for the conduct of the businesses of the NRGY Group Entities, as they are presently conducted, by any Governmental Authority or other Person.

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Section 4.18 Insurance. The NRGY Group Entities own, hold maintain, or are entitled to the benefits of, insurance covering their properties, operations, personnel and businesses in amounts required by applicable Law and customary for the businesses in which they operate. The NRGY Group Entities are in compliance with the terms of all insurance policies in all material respects; and there are no material claims by any of the NRGY Group Entities under any such insurance policy as to which any insurance company is denying liability or defending under a reservation of rights clause. Except as would not, individually or in the aggregate, constitute an NRGY Material Adverse Effect, none of the NRGY Group Entities has received any written notice from any insurer or agent of such insurer that such insurer has cancelled or terminated or has initiated procedures to cancel or terminate any insurance policy.

Section 4.19 Tax Matters. Except as would not, individually or in the aggregate, constitute an NRGY Material Adverse Effect:

(a) each of the Recipient Parties and the NRGY Group Entities has filed when due (taking into account extensions of time for filing) all Tax Returns required to be filed by it;

(b) all Taxes owed by the Recipient Parties and the NRGY Group Entities (whether or not shown on any Tax Return) have been duly and timely paid in full;

(c) there is no Proceeding now pending against any of the Recipient Parties or the NRGY Group Entities in respect of any Tax or Tax Return, nor has any written adjustment with respect to a Tax Return or written claim for additional Tax been received by any Recipient Party or any of the NRGY Group Entities that is still pending;

(d) no written claim has been made by any Tax authority in a jurisdiction where any of the Recipient Parties or the NRGY Group Entities does not currently file a Tax Return that it is or may be subject to any material Tax in such jurisdiction, nor has any such assertion been threatened or proposed in writing and received by any Recipient Party or NRGY Group Entity;

(e) none of the Recipient Parties or the NRGY Subsidiaries has any outstanding request for an extension of time within which to pay Taxes or file Tax Returns;

(f) there is no outstanding waiver or extension of any applicable statute of limitations for the assessment or collection of Taxes due from any of the Recipient Parties or the NRGY Group Entities;

(g) each of the Recipient Parties and the NRGY Group Entities has complied in all material respects with all applicable Law relating to the payment and withholding of Taxes and has duly and timely withheld and paid all material Taxes required to be withheld in connection with any amounts paid or owing to any employee, creditor, independent contractor or other party;

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(h) each of the Recipient Parties and the NRGY Group Entities that is classified as a partnership for U.S. federal tax purposes has in effect an election under Section 754 of the Code;

(i) none of the Recipient Parties or the NRGY Group Entities has been a member of an Affiliated group filing a consolidated federal income Tax Return and none of the Recipient Parties or the NRGY Group Entities has any liability for the Taxes of any Person (other than a NRGY Party or the NRGY Group Entities) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract or otherwise;

(j) in each tax year since the formation of NRGY up to and including the current tax year, at least 90% of the gross income of NRGY has been income which is “qualifying income” within the meaning of Section 7704(d) of the Code and after giving effect to the NRGM Common Unit Distribution at least 90% of the gross income of NRGY will be “qualifying income” within the meaning of Section 7704(d) of the Code;

(k) for purposes of Section 721(b) of the Code, NRGY would not be treated as an investment company within the meaning of Section 351 of the Code if it were incorporated; and

(l) except for IPCH Corp. and Inergy Finance Corp., none of the NRGY Group Entities is treated as a corporation for U.S. federal tax purposes.

Section 4.20 Employee Benefits.

(a) (i) Section 4.20(a)(i) of the Recipient Party Disclosure Schedule sets forth a complete and accurate list of each material NRGY Employee Benefit Plan and (ii) true, correct and complete copies (or, to the extent no such copy exists, an accurate description thereof) of each such material NRGY Employee Benefit Plan and any related documents, including all amendments thereto, have been furnished or made available to the Contributing Parties. To the extent applicable, there has also been furnished or made available to the Contributing Parties, with respect to each material NRGY Employee Benefit Plan, any related trust agreement or other funding instrument the most recent favorable determination letter from the Internal Revenue Service (or opinion letter, as applicable), the reports on Form 5500 for the immediately preceding year and the attached schedules and the most recent summary plan description and summaries of material modifications thereto, if applicable, with respect to each material NRGY Employee Benefit Plan.

(b) Neither NRGY nor any company or other entity that is required to be treated as a single employer together with NRGY under Section 414(b), (c), (m) or (o) of the Code has any liability (whether secondary, contingent or otherwise) with respect to an Employee Benefit Plan that (i) is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA; (ii) is a multiemployer plan or a “multiple employer plan” (as such term is defined in Section 413(c) of the Code); or (iii) provides for any post-employment welfare benefits or coverage, except as required under Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B (or similar state or local law).

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(c) Except as would not constitute, individually or in the aggregate, an NRGY Material Adverse Effect:

(i) the NRGY Employee Benefit Plans (A) have been established and maintained (in form and in operation) in accordance with their terms and with ERISA, the Code and all other applicable Laws and (B) if intended to be qualified under Section 401(a) of the Code, are so qualified and have received a favorable determination letter as to their qualification, or if such plan is a prototype plan, an opinion or notification letter and nothing has occurred, whether by action or failure to act that could reasonably be expected to cause the loss of such qualification;

(ii) each NRGY Group Entity and each entity employing or engaging any current or former NRGY Related Employees is, and has been, in compliance in all respects with all applicable Law and ERISA relating to the employment of labor, including all such applicable Law relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health and workers’ compensation;

(iii) no event has occurred and no condition exists that would subject an NRGY Group Entity either directly or by reason of their affiliation with any company or other entity that is required to be treated as a single employer together with NRGY under Sections 414(b), (c), (m) or (o) of the Code to any Tax, fine, Lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws;

(iv) all contributions, premium payments and other payments required to be made in connection with each NRGY Employee Benefit Plan have been timely made or, if applicable, accrued to the extent required by GAAP;

(v) each NRGY Employee Benefit Plan maintained or sponsored by a NRGY Group Entity can be unilaterally amended or terminated at any time by a NRGY Group Entity without liability other than liability for benefits accrued to the date of such amendment or termination pursuant to the terms of the plan;

(vi) there are no actions, suits, or claims pending (other than routine claims for benefits) or, to the knowledge of NRGY GP, threatened against, or with respect to, any of the NRGY Employee Benefit Plans and no facts or circumstances exist that could reasonably be expected to give rise to any such actions, suits or claims; and

(vii) there is no administrative investigation, audit or other administrative proceeding pending (other than routine qualification determination filings) or, to the knowledge of NRGY GP, threatened, with respect to any of the NRGY Employee Benefit Plans by the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Authority.

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(d) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not, either alone or in combination with any other event, (i) entitle any current or former director or current or former NRGY Related Employee to any retirement, severance, change of control, unemployment compensation or any other payment or enhanced or accelerated benefit, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such director or NRGY Related Employee, or result in any limitation on the right of the NRGY Group Entities and their Affiliates to amend, merge, terminate or receive a reversion of assets from any NRGY Employee Benefit Plan or related trust, (iii) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) with respect to a NRGY Group Entity or its Affiliates that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) or (iv) result in the funding of any “rabbi” or similar trust pursuant to any NRGY Employee Benefit Plan. No NRGY Employee Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 4999 or 409A of the Code.

(e) Except as disclosed in Section 4.20(e) of the Recipient Party Disclosure Schedule, no NRGY Group Entity or entity employing or engaging NRGY Related Employees is a party to, or subject to, or negotiating a collective bargaining agreement or any other contract with a labor union or representative of employees. There is no pending or, to the knowledge of NRGY GP, threatened strike, walkout or other work stoppage or, to the knowledge of NRGY GP any union organizing effort by or with respect to any NRGY Related Employees, nor has there been any such material strike, walkout or other work stoppage or, to the Knowledge of NRGY GP, union organizing effort within the past five (5) years. There is no unfair labor practice charge pending or, to the Knowledge of any NRGY Group Entity, threatened against any NRGY Group Entity or entity employing NRGY Related Employees.

Section 4.21 Books and Records. The minute books of NRGY GP contain true and correct copies of all of the minutes of actions taken at all meetings of the NRGY Board or the audit committee thereof as of January 24, 2013 and all written consents executed in lieu of such meetings. Complete copies of all such minute books for the fiscal years ended or ending, as applicable, September 30, 2011 and 2012 through January 24, 2013 (excluding any minutes of the NRGY Board or any committee thereof relating to (a) the approval or consideration of this Agreement or the Merger Agreement, or the transactions contemplated hereby or thereby or (b) any other strategic alternative considered by the NRGY Board or any committee thereof at any time) have been made available to the Contributing Parties and their advisors and outside counsel subject to the obligations of the parties contained in the Confidentiality Agreement.

Section 4.22 Absence of Certain Changes. Since September 30, 2012 through the date hereof, no events, changes, effects or developments have occurred that have had or would be reasonably expected to have, individually or in the aggregate, an NRGY Material

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Adverse Effect and (b) no NRGY Group Entity has taken any action which would be in violation of Section 6.1(b)(i), Section 6.1(b)(iii), Section 6.1(b)(viii), Section 6.1(b)(x) or Section 6.1(b)(xiv) of the Merger Agreement if such action were taken by a Subsidiary of NRGY after the date hereof without obtaining the consent required under Section 6.1 of the Merger Agreement.

Section 4.23 Regulation. None of the NRGY Group Entities is, nor will any of the NRGY Group Entities be following the consummation of the transactions contemplated hereby, an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 4.24 Intellectual Property. NRGY and the NRGY Group Entities own or have the right to use all other Intellectual Property necessary for the operation of the businesses of each of NRGY and the NRGY Group Entities as presently conducted (collectively, the “NRGY Intellectual Property”), free and clear of all Liens except for Permitted Liens, except where the failure to own or have the right to use such Intellectual Property would not, individually or in the aggregate, constitute an NRGY Material Adverse Effect. To the knowledge of NRGY GP, (i) the use of the NRGY Intellectual Property by NRGY and the NRGY Group Entities and the operation of the business of each of NRGY and the NRGY Group Entities as presently conducted does not infringe or misappropriate any Intellectual Property of any other Person, (ii) no Person is infringing or misappropriating the Intellectual Property of NRGY and the NRGY Group Entities, and (iii) the NRGY and NRGY Group Entities reasonably protect the operation and security of their material software and systems (and the data therein) and there have been no breaches or outages of same, except for such matters that would not constitute, individually or in the aggregate, an NRGY Material Adverse Effect.

Section 4.25 State Takeover Laws. No approvals are required under state takeover or similar laws in connection with the performance by the Recipient Parties of their obligations under this Agreement.

Section 4.26 Approvals. NRGY General Partner has approved this Agreement and the transactions contemplated hereby (other than the amendments of the NRGY Partnership Agreement contemplated by this Agreement and the issuance of the partnership interests to be authorized by such amendments). The NRGY Board, at a meeting duly called and held, has by unanimous vote of the members of the NRGY Board participating in such vote, (i) determined that this Agreement and the transactions contemplated hereby are fair and reasonable to and in the best interests of NRGY; and (ii) approved this Agreement and the transactions contemplated hereby (other than the amendments of the NRGY Partnership Agreement contemplated by this Agreement and the issuance of the partnership interests to be authorized by such amendments).

Section 4.27 Inspections; No Other Representations. Each Recipient Party is an informed and sophisticated party, and has engaged expert advisors, experienced in the evaluation and purchase of the Interests and companies such as Gas Services GP. Each Recipient Party has undertaken a sufficient investigation to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. NRGY agrees to accept the Interests in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and without

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reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the Contributing Parties, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Recipient Party acknowledges that the Contributing Parties make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Recipient Parties of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Interests or the future business and operations of Gas Services GP, CMLP or their Subsidiaries or (ii) any other information or documents made available to the Recipient Parties or their counsel, accountants or advisors with respect to the Interests or Gas Services GP, CMLP or their Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement.

ARTICLE V

COVENANTS OF THE CONTRIBUTING PARTIES

The Contributing Parties agree that:

Section 5.01 Conduct and Operations.

(a) From the date of this Agreement until the Closing Date, the Contributing Parties shall cause Gas Services GP to: (i) conduct its business in the ordinary course consistent with past practice; (ii), use its reasonable best efforts to preserve intact its business organizations and relationships with third parties and (iii) comply in all material respects with all Laws.

(b) Without limiting the generality of the foregoing in Section 5.01(a), from the date of this Agreement until the Closing Date, the Contributing Parties and Gas Services GP shall not take any action, or cause CMLP and its Subsidiaries to take any action, which if taken by CMLP and its Subsidiaries would constitute a breach of Section 6.1 of the Merger Agreement; provided that, Gas Services GP may transfer or distribute any CMLP Common Units or CMLP Class D Units held by it to any of its Affiliates prior to the Closing.

Section 5.02 Financing Cooperation. The Contributing Parties shall, and shall cause their Affiliates and their Representatives to, provide such cooperation to NRGY and NRGY GP, including as NRGY and NRGY GP may reasonably request, in connection with the arrangements by NRGY to obtain the Debt Financing contemplated by the NRGY Commitment Letter (provided, that such cooperation does not unreasonably interfere with the ongoing operations of the Contributing Parties or their Affiliates or unreasonably interfere with or hinder or delay the performance of their obligations hereunder or allow for any invasive sampling or testing of any soil, surface water, groundwater, building materials or other invasive environmental testing without the prior written consent of the Contributing Parties), including by participating in rating agency and bank investor meetings and assisting the Recipient Parties in the preparation of a confidential information memorandum and marketing materials for the Debt Financing.

Section 5.03 Litigation Cooperation. Prior to any termination of this Agreement in accordance with its terms, CH shall give NRGY GP the opportunity to participate in the defense

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of any unit holder litigation against the Contributing Parties, Gas Services GP, CMLP or its or their directors or officers relating to the transactions contemplated by this Agreement; provided, however, that no settlement by the Contributing Parties, Gas Services GP or CMLP of any such litigation shall be agreed to without NRGY GP’s prior consent (whether or not NRGY GP is participating in the defense thereof), which consent shall not be unreasonably withheld, conditioned or delayed.

Section 5.04 Insurance Matters. With respect to events or circumstances relating to Gas Services GP that occurred or existed prior to the Closing Date that are covered by CH’s or its Affiliates’ occurrence-based liability insurance policies, NRGY may make claims under such policies and programs to the extent such coverage and limits are available under such policies and programs; provided, that, except as otherwise expressly provided herein, NRGY shall reimburse CH or its Affiliates for the amount of any “deductibles” associated with claims under such policies and programs.

Section 5.05 Unitholder Vote. In the event of any unitholder action to remove the general partner of NRGY pursuant to Section 11.2 of the NRGY Partnership Agreement, to the extent that the number of NRGY Common Units owned by the Contributing Parties and their Affiliates (the “Subject Units”) exceeds 20% of the then outstanding NRGY Common Units (the “Excess NRGY Common Units”), the Contributing Parties agree that, at any meeting of the unitholders of NRGY, however called, including any adjournment or postponement thereof, or with respect to any action by written consent, they shall vote or consent, and shall cause their Affiliates to vote or consent, such Excess NRGY Common Units in the same proportion as all unitholders of NRGY. For a period of one year from the Closing Date, the Contributing Parties agree that the Contributing Parties will not directly or indirectly transfer, sell, offer, exchange or otherwise dispose of in a single transaction or a series of related transactions (“Transfer”), and will cause their Affiliates not to Transfer, their NRGY Common Units to any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than the Contributing Parties and their Affiliates) to whom the Contributing Parties are Transferring, or have Transferred, indirect or direct control or ownership of the general partner of NRGY, unless such Person has agreed in writing to be bound by the restrictions in this Section 11.2 to the extent and for the duration that remains in effect that the time of the Transfer; provided, however, that restriction shall only apply if the number of NRGY Common Units to be Transferred equals or exceeds 20% of the then outstanding NRGY Common Units. This provision shall terminate when the Subject Units constitute less than 20% of the outstanding NRGY Common Units. At the Closing, the NRGY Partnership Agreement shall be amended to reflect terms of this Section 5.05.

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ARTICLE VI

COVENANTS OF THE RECIPIENT PARTIES

The Recipient Parties agree that:

Section 6.01 Conduct and Operations. Except as set forth in Section 6.01 to the Recipient Party Disclosure Schedules:

(a) From the date of this Agreement until the Closing Date, the Recipient Parties shall cause NRGY to: (i) conduct its business in the ordinary course consistent with past practice; (ii) use its reasonable best efforts to preserve intact its business organizations and relationships with third parties; and (iii) comply in all material respects with all Laws.

(b) Without limiting the generality of the foregoing in Section 6.01(a), from the date of this Agreement until the Closing Date, the Recipient Parties shall not take any action, or cause the NRGY Subsidiaries to take any action, which if taken by the NRGY Subsidiaries would constitute a breach of Section 6.1 of the Merger Agreement; provided, however, that NRGY may not make quarterly distributions of cash to the holders of NRGY Common Units in excess of $0.29 per NRGY Common Unit.

Section 6.02 Access to Information. Except as determined in good faith to be necessary to (A) ensure compliance with any Law or (B) preserve any applicable privilege (including the attorney-client privilege), from the date hereof until the Closing Date, the Recipient Parties will, to the fullest extent permitted by Law (i) give the Contributing Parties and their Representatives reasonable access to the offices, properties, books and records (including Contracts) of the books and records and employees of the Recipient Parties and their Affiliates relating to NRGY, (ii) furnish to the Contributing Parties and their Representatives such financial and operating data and other information relating to NRGY as such Persons may reasonably request and (iii) instruct designated employees, counsel and financial advisors of the Recipient Parties and their Affiliates to cooperate with the Contributing Parties in their investigation of NRGY. Any investigation pursuant to this Section 6.02 shall (i) be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Recipient Parties and their Affiliates and, to the extent so requested by NRGY GP, under the supervision of a Representative of NRGY GP and (ii) not be conducted without prior notice to, and approval of, NRGY GP. All information provided or made available to NRGY or any of its Representatives will be subject to the Confidentiality Agreement, which agreement shall remain in full force and effect; provided, however, that the provisions of Section 13 of the Confidentiality Agreement shall be inapplicable with respect to the transactions contemplated by this Agreement, the Purchase Agreement and the Merger Agreement.

Section 6.03 Financing Cooperation. The Recipient Parties shall, and shall cause each of their Affiliates and their Representatives to, use their reasonable best efforts to provide such cooperation to the Contributing Parties as the Contributing Parties may reasonably request in connection with the arrangements by the Contributing Parties to obtain the Debt Financing contemplated by the CH Commitment Letters (provided, that such cooperation does not unreasonably interfere with the ongoing operations of the Recipient Parties or their Affiliates or unreasonably interfere with or hinder or delay the performance of their obligations hereunder or allow for any invasive sampling or testing of any soil, surface water, groundwater, building materials or other invasive environmental testing without the prior written consent of NRGY GP), including by participating in rating agency and bank investor meetings and assisting the Contributing Parties in the preparation of a confidential information memorandum and marketing materials for the Debt Financing.

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Section 6.04 Litigation Cooperation. Prior to any termination of this Agreement in accordance with its terms, NRGY GP shall give CH (or in the case of unitholder litigation against NRGM, use NRGY’s reasonable best efforts to give to CH subject to applicable fiduciary duties) the opportunity to participate in the defense of any unitholder litigation against the Recipient Parties, NRGY, NRGM or its or their directors or officers relating to the transactions contemplated by this Agreement; provided, however, that no settlement by the Recipient Parties or NRGY of any such litigation shall be agreed to without CH prior consent (whether or not CH is participating in the defense thereof), which consent shall not be unreasonably withheld, conditioned or delayed.

ARTICLE VII

COVENANTS OF THE CONTRIBUTING PARTIES AND RECIPIENT PARTIES

Section 7.01 Reasonable Best Efforts; Further Assurances. Subject to the terms and conditions of this Agreement and the Merger Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to consummate the transactions contemplated by this Agreement, including the NRGM Common Unit Distribution and the Follow-On Contributions. The parties hereto agree, and the Contributing Parties, prior to the Closing, and the Recipient Parties, after the Closing, agree to cause Gas Services GP, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement in accordance with the terms hereof.

Section 7.02 Certain Filings. The parties hereto shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

Section 7.03 Public Announcements. Prior to and with respect to the Closing, the parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except for any press releases and public announcements the making of which may be required by Law or any listing agreement with any national securities exchange where such prior consultation is not reasonably practicable, will not issue any such press release or make any such public statement prior to such consultation.

Section 7.04 Notice of Certain Events. Each party hereto shall promptly notify the other of:

(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

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(b) any event, condition or development that, individually or in the aggregate, has resulted in (or, in the case of representations and warranties, would result in) the inaccuracy or breach of any representation or warranty, covenant or agreement contained in this Agreement made or to be made by or to be complied with by such notifying party at any time during the term hereof and that would reasonably be expected to result in any of the conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification shall be deemed to cure any such breach of or inaccuracy in such notifying party’s representations and warranties or covenants and agreements or in the Contributing Party Disclosure Schedules for any purpose under this Agreement and no such notification shall limit or otherwise affect the remedies available to the other parties, including any right to indemnification;

(c) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and

(d) any proceedings, claims, actions or investigations commenced or threatened in writing that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or materially impair the notifying party’s ability to perform its obligations under this Agreement.

Section 7.05 Board of Directors. The parties agree that immediately after the Closing the Board of Directors of Gas Services GP will include those Persons set forth in Section 7.05 of the Contributing Party Disclosure Schedules (unless any such Person declines or is otherwise unable to serve, in which case CH and NRGY GP shall mutually agree upon a replacement).

Section 7.06 Reserved.

Section 7.07 Distributions.

(a) The Contributing Parties and the Recipient Parties shall, and the Contributing Parties shall cause Gas Services GP and CMLP to, coordinate with each other the declaration of quarterly distributions with respect to CMLP General Partner Units, CMLP Incentive Distribution Rights and NRGY Common Units and the record dates and payment dates related thereto, so that CGSH receives a distribution in respect of either its indirect ownership of CMLP General Partner Units and CMLP Incentive Distribution Rights prior to the Closing or in respect of its ownership of NRGY Common Units following the Closing, but not distributions in respect of both, for any single calendar quarter.

(b) Following the Closing, (i) with respect to the contribution contemplated by Section 1.02(a) of the Follow-On Contribution Agreement, the Recipient Parties shall cause CMLP and NRGY to coordinate with each other the declaration of quarterly distributions with respect to CMLP Common Units and NRGY Common Units and the record dates and payment dates related thereto, and (ii) with respect to the contribution contemplated by Section 1.02(b) of the Follow-On Contribution Agreement, NRGY shall use its reasonable best efforts, subject to applicable fiduciary duties, to coordinate with NRGM the declaration of quarterly distributions with respect to NRGM Common Units

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and NRGY Common Units and the record dates and payment dates related thereto, it being the intention of the parties in each case that the holders of CMLP Common Units, NRGY Common Units and NRGM Common Units, as applicable, shall not receive two distributions, or fail to receive one distribution, for any single calendar quarter with respect to the contributions contemplated by Section 1.02(a) and 1.02(b) of the Follow-On Contribution Agreement.

Section 7.08 NRGM Common Unit Distribution. NRGY will use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or desirable to effect the NRGM Common Unit Distribution in a manner so that the Closing can occur as promptly as practicable.

Section 7.09 Taxes.

(a) Tax Returns. The Parties agree that the income of Gas Services GP indirectly attributable to the Interests will be reflected on the federal income Tax Return of CH for the period up to and including the Closing Date, and will be reflected on the federal income Tax Return of NRGY for the period after the Closing Date, by closing the books of Gas Services GP as of the end of the Closing Date.

(b) Cooperation. The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the apportionment of income described pursuant to this Section 7.09 and to promptly respond to requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under FASB Statement No. 109 (including compliance with Financial Accounting Standards Board Interpretation No. 48), and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties each agree, upon request, to use reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement.

(c) Tax Indemnity. CH shall be liable for, shall pay and shall protect, defend, indemnify and hold harmless NRGY and its subsidiaries from and against all losses such parties incur arising from (i) any breach of the representations and warranties contained in Section 3.15 (determined without regard to any CMLP Material Adverse Effect, materiality or similar qualifier), (ii) any Taxes of CH or its Affiliates arising as a result of ownership of the Interests prior to the Closing Date, (iii) any liability of Gas Services GP for the Tax of another Person as a result of being (A) a member of an affiliated, consolidated, combined or unitary group prior to the Closing Date or (B) a party to any Tax Sharing Agreement or another Contract entered into prior to the Closing Date providing for an obligation to indemnify any other Person for Tax (other than any

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customary indemnity under credit agreements or other agreements entered into in the ordinary course of business that do not relate primarily to Taxes). NRGY shall be liable for, shall pay and shall protect, defend, indemnify and hold harmless CH from and against all losses incurred arising from any breach of the representations and warranties contained in Section 4.19 (determined without regard to any NRGY Material Adverse Effect, materiality or similar qualifier).

(d) Tax Indemnification Procedure. If any claim (an “Indemnified Tax Claim”) is made by any Tax Authority that, if successful, would result in indemnification of any Party (the “Tax Indemnified Party”) by another Party (the “Tax Indemnifying Party”) under this Section 7.09(d), the Tax Indemnified Party shall promptly, but in no event later than the earlier of (i) 45 days after receipt of notice from the Tax Authority of such claim or (ii) 15 days prior to the date required for the filing of any protest of such claim, notify the Tax Indemnifying Party in writing of such fact. The Tax Indemnifying Party shall control all decisions with respect to any Tax Proceeding involving an Indemnified Tax Claim and the Tax Indemnified Party shall take such action (including settlement with respect to such Tax Proceeding or the prosecution of such Tax Proceeding to a determination in a court or other tribunal of initial or appellate jurisdiction) in connection with a Tax Proceeding involving an Indemnified Tax Claim as the Tax Indemnifying Party shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney; provided, however, that (i) within 30 days after the notice required by Section 7.09(b) has been delivered (or such earlier date that any payment of Taxes with respect to such claim is due but in no event sooner than five days after the Tax Indemnifying Party’s receipt of such notice), the Tax Indemnifying Party requests that such claim be contested, and (ii) if the Tax Indemnified Party is requested by the Tax Indemnifying Party to pay the Tax claimed and sue for a refund, the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis, the amount of such claim. The Tax Indemnified Party shall not make any payment of an Indemnified Tax Claim for at least 30 days (or such shorter period as may be required by Law) after the giving of the notice required by Section 7.09(d) with respect to such claim, shall give to the Tax Indemnifying Party any information requested related to such claim, and otherwise shall cooperate with the Tax Indemnifying Party in order to contest effectively any such claim.

(e) Scope. Notwithstanding anything to the contrary herein, to the extent any other provision of this Agreement conflicts with this Section 7.09 with respect to any claims relating to Taxes (including any claims relating to representations respecting Tax matters including Section 3.15 and Section 4.19), this Section 7.09 shall govern; provided that the limitations set forth in the proviso of each of Section 10.02(a) and Section 10.02(b), as applicable, shall apply to any such claims as if such claims were brought as a Warranty Breach pursuant to such Section. No claim may be made or brought by any Party hereto after the expiration of the applicable survival period unless such claim has been asserted by written notice specifying the details supporting the claim on or prior to the expiration of the applicable survival period. The rights under this Section 7.09 shall survive the Closing until 30 days after the expiration of the statute of limitations (including extensions) applicable to such Tax matter; provided that any claim for indemnification pursuant to Section 7.09(c) shall survive the time at which it would

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otherwise terminate pursuant to the preceding sentences, if proper notice of such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time.

Section 7.10 Financing.

(a) Each of the Recipient Parties, with respect to the NRGY Commitment Letter and the Debt Financing contemplated thereby, and the Contributing Parties, with respect to the CH Commitment Letter and the Debt Financing contemplated thereby, shall use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to arrange the applicable Debt Financing on the terms and conditions described in the applicable Commitment Letter, including using their commercially reasonable efforts to (i) maintain in effect the applicable Commitment Letter, (ii) satisfy on a timely basis all conditions applicable to the Recipient Parties or the Contributing Parties, as the case may be, to obtaining the applicable Debt Financing as set forth in the applicable Commitment Letter that are within its control, (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions (including, if necessary, the flex provisions) contemplated by the applicable Commitment Letter, (iv) comply with their obligations under the applicable Commitment Letter and the definitive agreements with respect thereto, (v) subject to the terms and conditions contemplated in the applicable Commitment Letter, consummate the applicable Debt Financing at or prior to the Closing and (vi) enforce their rights under the applicable Commitment Letter. If any portion of the applicable Debt Financing becomes unavailable on the terms and conditions (including the flex provisions) contemplated in the applicable Commitment Letter or the definitive agreements with respect thereto, the Recipient Parties or Contributing Parties, as applicable, shall promptly notify the other and use their commercially reasonable efforts to amend, modify, supplement, alter, restate, substitute or replace the applicable Debt Financing with other alternative financing, as promptly as possible; provided, however, that the Recipient Parties shall not permit any amendment, modification, supplement, alteration, restatement, substitution or replacement of the NRGY Commitment Letter or the Debt Financing related thereto or permit the terms of any definitive agreements with respect to the Debt Financing to deviate from the terms of the NRGY Commitment Letter, without the prior consent of the Contributing Parties, such consent not to be unreasonably withheld, delayed or conditioned. In such event, the term “NRGY Commitment Letter” or “CW Commitment Letter”, as applicable, as used herein shall be deemed to include the amended, modified, supplemented, altered, restated, substituted or replacement, commitment letter and the term Debt Financing shall be deemed to include the financing contemplated thereby. The Recipient Parties and Contributing Parties shall promptly (and in any event within two Business Days) notify the other: (i) of any default or breach by any party to the applicable Commitment Letter or definitive documents related to the applicable Debt Financing of which such Party is aware; (ii) of the receipt of any written notice from any party to the applicable Commitment Letter with respect to (x) any default, breach, termination or repudiation by any party to the applicable Commitment Letter or definitive documents related to the applicable Debt Financing or (y) any material dispute or disagreement between or among parties to the applicable Commitment Letter or definitive documents related to the Debt Financing of which the

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applicable Party become awares; and (iii) if for any reason the applicable Parties determine in good faith that they will not be able to obtain all or any portion of the applicable Debt Financing on the terms, in the manner or from the sources contemplated by the applicable Commitment Letter. The Recipient Parties and the Contributing Parties shall keep each other informed on a reasonably current basis of the status of their efforts to arrange the Debt Financing and, in the case of the Recipient Parties, provide copies of all draft and executed documents related to the Debt Financing to the Contributing Parties. In the event that the Debt Financing as it relates to the Recipient Parties will not be funded on the Closing Date, then the Recipient Parties shall obtain any consents required to consummate the transactions contemplated by this Agreement and the Purchase Agreement under the Existing NRGY Credit Agreement prior to the Closing Date; provided, further, that the NRGY Parties shall be permitted to pay any and all fees to the lenders and administrative agent in connection with obtaining any such consent without the prior consent of the Contributing Parties.

Section 7.11 Commitment Regarding Indemnification Provisions; D&O Insurance Continuation.

(a) NRGY GP and CH each covenant and agree that during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, neither of NRGY GP nor CH (i) shall cause any amendment, modification, waiver or termination to Section 7.7 or Section 7.8 of the NRGY Partnership Agreement and (ii) shall cause any amendment, modification, waiver or termination Article V of the limited liability company agreement of NRGY GP, the effect of which would be to affect adversely the rights of any person serving as a member of the board of directors or officer of NRGY GP existing as of the date of this Agreement under such provisions; provided, however, that the foregoing restriction shall not apply to any such amendment, modification, waiver or termination to the extent required to cause such provisions (or any portion thereof) to comply with applicable Law.

(b) NRGY GP and CH covenant and agree that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, with respect to any person serving as a member of the board of directors or officer of NRGY GP as of the date of this Agreement and any former member of the board of directors or officer of NRGY GP, NRGY GP shall (i) continue in effect the current director and officer liability insurance policy or policies that NRGY GP has as of the date of this Agreement or (ii) upon the termination or cancellation of any such policy or policies, (A) provide director and officer liability insurance in substitution for, or in replacement of, such cancelled or terminated policy or policies or (B) provide a “tail” or run-off policy, in each case so that any person serving as a member of the board of directors of NRGY GP as of the date of this Agreement, any former member of the board of directors and any officer has coverage thereunder for acts, events, occurrences or omissions occurring or arising at or prior to the Closing to the same extent (including, without limitation, policy limits, exclusions and scope) as such person has coverage for such acts, events, occurrences or omissions under the director and officer insurance policy maintained by NRGY GP as of the date of this Agreement; provided, however, that in no event shall NRGY GP or CH be required to expend pursuant to this Section 7.11 more than an amount per annum equal to 300% of the current annual premiums paid by NRGY GP for such insurance.

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ARTICLE VIII

CONDITIONS TO CLOSING

Section 8.01 Conditions to Obligations of All Parties. The obligations of the parties hereto to consummate the Closing are subject to the satisfaction of the following conditions:

(a) The closing of the transactions described in Section 2.1 of the Purchase Agreement shall have occurred.

(b) No later than one Business Day prior to the Closing Date, NRGY shall have irrevocably deposited with NRGY’s transfer agent, as paying agent, for distribution to the holders of record of NRGY Common Units and NRGY Class A Units on a date preceding the Closing Date all of the NRGM Common Units held by NRGY, with such distribution to be made such that NRGY and its subsidiaries will not own any NRGM Common Units following the NRGM Common Unit Distribution (the “NRGM Common Unit Distribution”).

(c) No order, injunction or decree issued by a court of competent jurisdiction preventing the consummation of the Closing shall be in effect.

Section 8.02 Conditions to Obligation of NRGY. The obligation of NRGY to consummate the Closing is subject to the satisfaction of the following further conditions:

(a) The Contributing Parties shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing and the Recipient Parties shall have received a certificate signed by an executive officer of CH to the foregoing effect.

(b) The conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(d) of the Merger Agreement would be satisfied if the closing of the transactions contemplated by the Merger Agreement occurred as of the Closing Date and the Recipient Parties shall have received a certificate signed by an executive officer of CH to the foregoing effect.

(c) (i) The representations and warranties of the Contributing Parties contained in Sections 3.02 and 3.06 shall be true and correct in all respects at and as of the Closing Date, as if made at and as of such date, (ii) the other representations and warranties of the Contributing Parties contained in this Agreement (disregarding all materiality and CMLP Material Adverse Effect qualifications contained therein) shall be true and correct at and as of the Closing Date as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time) with only such exceptions as would not, individually or in the aggregate, reasonably be expected to have an CMLP Material Adverse Effect, and (iii) the Recipient Parties shall have received a certificate signed by an executive officer of CH to the foregoing effect.

(d) Each of the Contributing Parties shall have delivered a certification to the effect that it is not a “foreign person” within the meaning of Section 1445 of the Code.

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Section 8.03 Conditions to Obligation of the Contributing Parties. The obligation of the Contributing Parties to consummate the Closing is subject to the satisfaction of the following further conditions:

(a) The Recipient Parties shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing Date and the Contributing Parties shall have received a certificate signed by an executive officer of NRGY GP to the foregoing effect.

(b) The conditions set forth in Sections 7.3(a), 7.3(b) and 7.3(d) of the Merger Agreement would be satisfied if the closing of the transactions contemplated by the Merger Agreement occurred as of the Closing Date and the Contributing Parties shall have received a certificate signed by an executive officer of NRGY GP to the foregoing effect.

(c) (i) The representations and warranties of the Recipient Parties contained in Sections 4.02, 4.05, 4.10 and 4.23(a) shall be true and correct in all respects at and as of the Closing Date, as if made at and as of such date, (ii) the representations and warranties of the Recipient Parties contained in Sections 4.01, 4.04, 4.06, 4.08 and 4.09 shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time), (iii) the other representations and warranties of the Recipient Parties contained in this Agreement (disregarding all materiality and NRGY Material Adverse Effect qualifications contained therein) shall be true and correct at and as of the Closing Date as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time) with only such exceptions as would not, individually or in the aggregate, reasonably be expected to have an NRGY Material Adverse Effect and (iv) the Contributing Parties shall have received a certificate signed by an executive officer of NRGY GP to the foregoing effect.

(d) There shall not have occurred after the date hereof any events, changes, effects or developments that have had or would reasonably be expected to have, individually or in the aggregate, an NRGY Material Adverse Effect.

(e) The NRGY Common Units to be received by CGSH (or its designees) pursuant to Section 2.01 and the Follow-On Contribution shall have been approved for listing on the NYSE, subject to official notice of issuance.

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ARTICLE IX

TERMINATION

Section 9.01 Grounds for Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written agreement of CH and NRGY GP;

(b) by either CH or NRGY GP if the Purchase Agreement shall have been terminated;

(c) by either CH or NRGY GP if the Closing shall not have been consummated on or before November 5, 2013 (the “Drop Dead Date”); provided that the right to terminate this Agreement pursuant to this Section 9.01(c) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such time;

(d) by either CH or NRGY GP if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any Governmental Authority having competent jurisdiction;

(e) by NRGY GP, if there has been a Willful and Material Breach by the Contributing Parties of any covenant, representation or warranty contained in this Agreement which has caused, or is reasonably likely to cause, any condition to the obligations under Section 8.01 or 8.02 not to be satisfied at the Closing and such violation or breach has not been waived by NRGY GP or, in the case of a covenant breach, cured by the Contributing Parties within 10 days after written notice thereof from NRGY GP; provided that the Recipient Parties are not then in breach of this Agreement so as to cause any of the conditions in Section 8.02 not to be satisfied; or

(f) by CH, if there has been a Willful and Material Breach by the Recipient Parties of any covenant, representation or warranty contained in this Agreement which has caused, or is reasonably likely to cause, any condition to the obligations under Section 8.01 or 8.03 not to be satisfied at the Closing and such violation or breach has not been waived by CH or, in the case of a covenant breach, cured by the Recipient Parties within 10 days after written notice thereof from CH; provided that the Contributing Parties are not then in breach of this Agreement so as to cause any of the conditions in Section 8.03 not to be satisfied.

The party desiring to terminate this Agreement pursuant to this Section 9.01 shall give notice of such termination to the other parties.

Section 9.02 Effect of Termination. If this Agreement is terminated as permitted by Section 9.01, such termination shall be without liability of any party to the other parties to this Agreement; provided that if such termination shall result from a Willful and Material Breach of this Agreement, such party shall be fully liable for any and all damage, loss and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding whether involving a Third Party claim or a claim

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solely between the parties hereto) incurred or suffered by the other party as a result of such failure or breach. Nothing herein shall relieve any party from any liability for fraud by such party. The provisions of this Section 9.02 and Sections 11.01, 11.02(a), 11.03, 11.05, 11.06, 11.07, 11.10, and 11.13 shall survive any termination hereof pursuant to Section 9.01.

ARTICLE X

SURVIVAL AND INDEMNIFICATION

Section 10.01 Survival. The representations and warranties of the parties under this Agreement shall survive the Closing until the expiration of eighteen (18) months after the Closing Date; provided however that the representations and warranties contained in Sections 3.02, 3.06 and 4.02 shall survive indefinitely. The covenants and agreements of the parties hereto contained in this Agreement shall survive the Closing indefinitely or for the shorter period explicitly specified therein. Notwithstanding the preceding sentences, any breach or inaccuracy of any representation or warranty or any breach of any covenant or agreement in respect of which indemnity may be sought under this Agreement (other than Section 7.09) shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time.

Section 10.02 Indemnification.

(a) Effective after the Closing, subject to the terms and conditions of this Article X, the Contributing Parties, jointly and severally, hereby indemnify the Recipient Parties, their respective Affiliates and Representatives (collectively, the “Recipient Party Indemnitees”) against and shall hold each of them harmless from any and all damage, loss, fines, settlement payments, awards, penalties, interest and expense (including reasonable expenses of investigation and attorneys’ fees and expenses in connection with any action, suit or proceeding involving a Third-Party Claim) (“Damages”) actually incurred or suffered by any such Recipient Party Indemnitee arising out of (i) any misrepresentation or breach or inaccuracy of any of the representations and warranties of Sellers contained in this Agreement or in any certificate delivered in connection with this Agreement (each such misrepresentation or breach or inaccuracy, a “Warranty Breach”), or (ii) breach of covenant or agreement made or to be performed by the Contributing Parties pursuant to this Agreement (other than a covenant or agreement made or to be performed pursuant to Section 7.09); provided that with respect to indemnification by the Contributing Parties for Warranty Breaches pursuant to this Section 10.02(a) (other than Warranty Breaches with respect to the representations and warranties contained in Sections 3.02 and 3.06 and other than with respect to fraud), (i) the Contributing Parties shall not be liable unless the aggregate amount of Damages with respect to all such Warranty Breaches exceeds $4,500,000 and then only to the extent of such excess; and (ii) the Contributing Parties’ maximum liability for all such Warranty Breaches shall not exceed $33,750,000.

(b) Effective after the Closing, subject to terms and conditions of this Article X, the Recipient Parties, jointly and severally, hereby indemnify the Contributing Parties, their respective Affiliates and Representatives (collectively, the “Contributing

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Party Indemnitees”) against and agrees to hold each of them harmless from any and all Damages actually incurred or suffered by any such Contributing Party Indemnitee arising out of (i) any misrepresentation or breach or inaccuracy of any of the representations and warranties of the Recipient Parties contained in this Agreement or in any certificate delivered in connection with this Agreement (each such misrepresentation or breach of warranty a “Recipient Party Warranty Breach”) or (ii) breach of covenant or agreement made or to be performed by the Recipient Parties pursuant to this Agreement (other than a covenant or agreement made or to be performed pursuant to Section 7.09); provided that with respect to indemnification by the Recipient Parties for a Recipient Party Warranty Breaches pursuant to this Section 10.02(b) (other than Warranty Breaches with respect to the representations and warranties contained in Section 4.02 and other than with respect to fraud), (i) the Recipient Parties shall not be liable unless the aggregate amount of Damages with respect to all such Recipient Party Warranty Breaches exceeds $4,500,000 and then only to the extent of such excess and (ii) the Recipient Parties’ maximum liability for all such Recipient Party Warranty Breaches shall not exceed $33,750,000.

(c) For purposes of indemnification pursuant to Section 10.02(a) or Section 10.02(b), any qualification of representations and warranties set forth herein by reference to materiality or “CMLP Material Adverse Effect” or “NRGY Material Adverse Effect”, as applicable, shall be disregarded in determining any breach thereof or the amount of Damages arising therefrom

Section 10.03 Third-Party Claim Procedures.

(a) The Person seeking indemnification under Section 10.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any Third Party (“Third-Party Claim”) in respect of which indemnity may be sought under Section 11.02. Such notice shall set forth in reasonable detail such Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or liability hereunder, except to the extent such failure shall have actually adversely prejudiced the Indemnifying Party.

(b) The Indemnifying Party shall be entitled to participate in the defense of any Third-Party Claim and, subject to the limitations set forth in this Section 11.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided, that the Indemnified Party is hereby authorized, prior to the Indemnifying Party’s delivery of a written election to the Indemnified Party of its agreement to defend such Third-Party Claim, to file any motion, answer or other pleading that it shall reasonably deem necessary to protect its interests or those of the Indemnifying Party.

(c) If the Indemnifying Party elects to assume the defense of any such Third Party Claim, it shall within 30 days after receipt of the notice referred to in Section

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10.03(a) notify the Indemnified Party in writing of its intent to do so. The Indemnifying Party will have the right to assume control of such defense of the Third-Party Claim only for so long as it conducts such defense with reasonable diligence. The Indemnifying Party shall keep the Indemnified Parties advised of the status of such Third-Party Claim and the defense thereof on a reasonably current basis and shall consider in good faith the recommendations made by the Indemnified Parties with respect thereto. If the Indemnifying Party assumes the control of the defense of any Third-Party Claim in accordance with the provisions of this Section 10.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement or compromise of such Third-Party Claim, if (A) the settlement or compromise does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim, (B) the amount of any damages to be paid with respect to the settlement of such Third Party Claim is in excess of the $45,000,000 cap, (C) the settlement or compromise imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates, or (D) the Indemnifying Party does not agree in writing to pay such amounts payable pursuant to such settlement or compromise, and (ii) the Indemnified Party shall be entitled to participate in the defense of any such Third-Party Claim and to employ, at its expense, separate counsel of its choice for such purpose; provided, that if the Indemnifying Party assumes the defense of any such Third-Party Claim but fails to diligently prosecute such claim, or if the Indemnifying Party does not assume the defense of any such claim, the Indemnified Party may assume control of such defense and the Indemnifying Party will bear the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses); and provided, further, that notwithstanding the foregoing, the Indemnifying Party shall pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s counsel shall have reasonably concluded and advised that there are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (y) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the Indemnified Party to any criminal liability, requires an admission of guilt or wrongdoing on the part of the Indemnified Party or imposes any continuing obligation on or requires any payment from the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

(d) Each party shall reasonably cooperate, and cause their respective controlled Affiliates to reasonably cooperate, in the defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

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Section 10.04 Direct Claim Procedures. If the Indemnified Party has a claim for indemnity under Section 10.02 against the Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Section 10.05 Calculation of Damages.

(a) The amount of any Damages payable under Section 10.02 by the Indemnifying Party shall be net of any amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment by the Indemnifying Party, then the Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Party in connection with providing such indemnification payment up to the amount actually received by the Indemnified Party, net of any expenses incurred by the Indemnified Party in collecting such amount. The Indemnified Party shall use commercially reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 10.02.

(b) The Indemnifying Party shall not be liable under Section 10.02 for any (x) punitive, exemplary or special Damages, or any other Damages that are not reasonably foreseeable or (xi) Damages for lost profits, except with respect to Damages for lost profits, to the extent a court of competent jurisdiction determined that lost profits is the appropriate measure of direct damages with respect to the matters giving rise to the claim for Damages; provided that nothing herein shall prevent any Indemnified Party from recovering for all components of awards against them in Third Party Claims for which recovery is provided under this Article X, including punitive, exemplary or special Damages and Damages for lost profits.

(c) The Indemnified Party shall use its commercially reasonable efforts to mitigate in accordance with Law any loss for which the Indemnified Party seeks indemnification under this Agreement. If the Indemnified Party mitigates losses after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) promptly after the benefit is received.

Section 10.06 Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 10.02 and it is reasonably likely that the Indemnified Party could have recovered all or a part of such Damages

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from a Third Party (a “Potential Contributor”) based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.

Section 10.07 Exclusivity. After the Closing and except as otherwise set forth in Section 7.09 with respect to matters relating to Taxes, Section 10.02 will (in the absence of fraud) provide the exclusive remedy for each of the parties hereto for any misrepresentation or inaccuracy or breach of any representation and warranty or any breach of covenant or other agreement or other claim arising out of this Agreement or the transactions contemplated hereby (other than equitable remedies as they relate to breaches of covenants or other agreements contained herein to the extent such covenants or agreements are to be performed after the Closing). For the avoidance of doubt, no Contributing Party shall be entitled to seek or recover by contribution or otherwise any amounts from Gas Services GP or any of its Affiliates on account of any inaccuracy or breach of any representation or warranty or breach of covenant or other agreement contained in this Agreement or otherwise.

ARTICLE XI

MISCELLANEOUS

Section 11.01 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to CH or CGSH, to:

Crestwood Holdings LLC

700 Louisiana Street, Suite 2060

Houston, Texas 77002

Attention: Robert G. Phillips

Facsimile No.: 832-519-2250

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: William E. Curbow

Facsimile No.: 212-455-2502

if to NRGY GP or NRGY, to:

Inergy L.P.

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

Attention: General Counsel

Facsimile: 816-531-4680

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with a copy to (which copy shall not constitute Notice):

Vinson & Elkins L.L.P.

1001 Fannin, Suite 2500

Houston, Texas 77002-6760

Attention: Gillian A. Hobson

Facsimile: 713-615-5794

or such other address or facsimile number as such party may hereafter specify in writing for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed duly given when delivered personally (including by courier or overnight courier with confirmation), via facsimile (with confirmation) or delivered by an overnight courier (with confirmation), if, in any such case, confirmation is obtained prior to 5 p.m. in the place of receipt and such day is a Business Day. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day.

Section 11.02 Amendments and Waivers.

(a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no amendment shall be made to Section 11.05, Section 11.06, Section 11.07 or Section 11.08 which would be adverse to the Financing Sources without the prior written consent of such Financing Sources.

(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. Except as otherwise provided herein, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 11.03 Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. All Transfer Taxes shall be borne by NRGY.

Section 11.04 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto. Any purported assignment in violation of the foregoing shall be void ab initio.

Section 11.05 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law rules thereof; provided, however, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York with respect to any action involving any Financing Source.

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Section 11.06 Jurisdiction. The parties hereto (i) agree and consent that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be subject to the exclusive jurisdiction of the Delaware Chancery Court in Wilmington, Delaware, or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court (and, in each case, of the appropriate appellate courts therefrom), and (ii) irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 13.01 shall be deemed effective service of process on such party. Each Contributing Party and each Recipient Party hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources with respect to the Commitment Letters, including with respect to any dispute arise out or relating in any way to the Debt Financing contemplated thereby or the performance thereof; provided that nothing in this Section 11.06 shall limit the rights that any Contributing Party or any Recipient Party would have pursuant to the Commitment Letter governing the Debt Financing. Without limiting the limitations set forth in the preceding sentence, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including with respect to any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other the United States District Court for the Southern District of New York or any court of the State of New York sitting in the Borough of Manhattan in the City of New York and agree that the waiver of jury trial set forth in Section 11.07 hereof shall be applicable to any such proceeding.

Section 11.07 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.08 Counterparts; Effectiveness; Third-Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other parties hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns; provided that the Financing Sources and their respective current and former equity holders, controlling persons, Affiliates and Representatives, shall be third party beneficiaries of Section 11.06, 11.07, 11.14 and this Section 11.08.

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Section 11.09 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 11.10 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 11.11 Disclosure Schedules. The parties set forth information on the Disclosure Schedules in a section thereof that corresponds to the section of this Agreement to which it relates. A matter set forth in one section of either Disclosure Schedule need not be set forth in any other section so long as its relevance to such other section of such Disclosure Schedule or section of this Agreement is reasonably apparent on the face of the information disclosed therein to the Person to which such disclosure is being made. The parties acknowledge and agree that (i) the Disclosure Schedules may include certain items and information solely for informational purposes for the convenience of the parties hereto and (ii) the disclosure by a party of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgment by such disclosing party that the matter is required to be disclosed by the terms of this Agreement or that the matter is material.

Section 11.12 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions (without the posting of a bond or other security) to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 11.13 No Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no former, current or future equity holders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.

CRESTWOOD HOLDINGS LLC
By:	/s/ Robert G. Phillips
Name:	Robert G. Phillips
Title:	President
CRESTWOOD GAS SERVICES HOLDINGS LLC
By:	/s/ Robert G. Phillips
Name:	Robert G. Phillips
Title:	President

Signature Page to Contribution Agreement

INERGY, L.P.
By:	Inergy GP, LLC, its General Partner
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer
INERGY GP, LLC
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer

Signature Page to Contribution Agreement

EXHIBIT A

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS

THIS ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS (this “Assignment”), dated as of the          day of                     , 2013, is entered into between Crestwood Gas Services Holdings LLC, a Delaware limited liability company (“Gas Services GP”) and Inergy, L.P., a Delaware limited partnership (“NRGY”).

W I T N E S S E T H:

WHEREAS, Crestwood Gas Services GP LLC, a Delaware limited liability company (the “Company”), is governed pursuant to the terms and provisions of the First Amended and Restated Limited Liability Company Agreement of Crestwood Gas Services GP LLC, dated July 24, 2007, as amended by the First Amendment, dated October 4, 2010 (the “Agreement”; capitalized terms used but not defined herein shall have the meanings given such terms in the Agreement), and in accordance with the Certificate of Formation and the statutes and laws of the State of Delaware relating to limited liability companies, including the Delaware Limited Liability Company Act;

WHEREAS, immediately prior to the effectiveness of this Assignment, Gas Services GP was the owner of 100% of the limited liability company interests in the Company;

WHEREAS, Gas Services GP desires to assign, transfer and convey all of its limited liability company interests, collectively representing 100% of the limited liability company interests in the Company (the “Transferred Interests”), to NRGY; and

WHEREAS, NRGY desires to acquire the Transferred Interests and to be admitted to the Company as the sole member of the Company;

WHEREAS, Gas Services GP desires to cease to be a member of the Company;

WHEREAS, the parties hereto desire that the Company continue without dissolution;

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreement contained herein, and for other good and valuable consideration, do hereby agree as follows:

1. Assignment. On the terms of the Contribution Agreement, dated as of May 5, 2013, by and among Crestwood Holdings, Gas Services GP, NRGY and Inergy GP, LLC (as the same may be amended from time to time in accordance with its terms, the “Contribution Agreement”), for value received, the receipt and sufficiency of which are hereby acknowledged, upon the execution of this Assignment by the parties hereto, Gas Services GP does hereby assign, transfer and convey the Transferred Interests, together with all right, title and interest in and thereto and all corresponding rights as a Member of the Company, including all rights to amend, restate, supplement or otherwise modify the Agreement and to manage the Company, to NRGY.

2. Admission. Simultaneously with the assignment described in paragraph 1 of this Assignment, NRGY is hereby admitted to the Company as a member of the Company, and hereby agrees that it is bound to the Agreement as a member of the Company.

3. Cessation. Immediately following the admission of NRGY as a member of the Company as described in paragraph 2 of this Assignment, Gas Services GP does hereby cease to be a member of the Company, and shall cease to have or exercise any right or power as a Member of the Company.

4. Continuation of the Company. The parties hereto agree that the assignment of the Transferred Interests, the admission of NRGY as a member of the Company and the cessation of Gas Services GP as a member of the Company does not dissolve the Company and the Company shall continue without dissolution.

5. Contribution. NRGY has paid good and valuable consideration to Gas Services GP for the Transferred Interests pursuant to the Contribution Agreement.

6. Binding Effect. This Assignment shall be binding upon, and shall inure to the benefit of the parties hereto and their respective successors and assigns.

7. Execution in Counterparts. This Assignment may be (a) executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument and (b) by telecopy or other facsimile signature (which shall be deemed an original for all purposes).

8. Relationship to Contribution Agreement. This Assignment is intended to evidence the consummation of certain transactions contemplated by the Contribution Agreement. This Assignment is made without representation or warranty, except as and to the extent provided in the Contribution Agreement. In the event of any conflict or other difference between the Contribution Agreement and this Assignment, the provisions of the Contribution Agreement shall control.

9. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules thereof.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the day and year first-above written.

CRESTWOOD GAS SERVICES HOLDINGS LLC

By:

Name:

Title:

[Signature page continued on next page.]

INERGY, L.P.
By:	Inergy GP, LLC, its General Partner
By:
Name:
Title:

ANNEX A

During the Subordination Period (as defined below), the Subordinated Units shall be entitled to distributions of Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus only after each Common Unit has received a Minimum Quarterly Distribution of $0.13 plus any Cumulative Common Unit Arrearage existing with respect to such Quarter. The Subordination Period shall begin with the first full quarterly period following the Closing Date and shall end on the first business day after (i) the amount of Adjusted Operating Surplus generated during one consecutive, non-overlapping four-quarter period equals or exceeds the sum of the minimum aggregate distribution of $0.52 paid on all outstanding Common Units and Subordinated Units during such period (based on a weighted average of such units outstanding during the period), (ii) the distribution of Available Cash from Operating Surplus on each Common Unit and Subordinated Unit outstanding during such entire period equaled or exceeded a minimum aggregate distribution of $0.52 and (iii) there are no Cumulative Common Unit Arrearages (the “Subordination Period”). When the Subordination Period ends, all Subordinated Units will convert into Common Units on a one-for-one basis. Once all Subordinated Units have been converted into Common Units, the Common Units will no longer be entitled to arrearages.

Capitalized terms used but not defined in this Agreement or in this Annex A shall have the meanings ascribed to such terms in the Second Amended and Restated Agreement of Limited Partnership of Inergy, L.P. dated as of January 7, 2004.

EX-2.2

Exhibit 2.2

FOLLOW-ON CONTRIBUTION AGREEMENT

FOLLOW-ON CONTRIBUTION AGREEMENT (this “Agreement”) dated as of May 5, 2013 among Crestwood Gas Services Holdings LLC, a Delaware limited liability company (“CGSH”), and Crestwood Holdings LLC, a Delaware limited liability company (“CH”) and Inergy, L.P., a Delaware limited partnership (“NRGY”) and Inergy GP, LLC, a Delaware limited liability company (“NRGY GP”).

W I T N E S S E T H :

WHEREAS, CGSH, CH, NRGY and NRGY GP are party to that certain Contribution Agreement, dated as of the date hereof (as may be amended, supplemented or modified from time to time, the “Contribution Agreement”); and

WHEREAS, as a condition and inducement to CH’s and CGSH’s willingness to enter into the Contribution Agreement, the parties hereto desire to enter into this Agreement to provide for the right for CH to make an additional contribution to NRGY in the event the transactions contemplated by the Contribution Agreement are consummated, subject to the terms and conditions hereof.

NOW, THEREFORE, the parties hereto agree as follows:

Section 1.01 Definitions. Capitalized terms used herein shall have the definitions assigned to such terms in the Contribution Agreement.

Section 1.02 Follow-On Contributions.

(a) If the Closing occurs and the Merger Agreement is terminated, within the later of (x) ten Business Days following such termination and (y) ten Business Days following the Closing, (i) CH or one or more Affiliates of CH designated by CH for the purposes of this Section 1.02(a) (a “Follow-On Contributor”) may, at its election, contribute, assign, transfer and convey to NRGY a total of 6,670,651 CMLP Common Units, free and clear of any Liens (other than any Liens imposed by the CMLP Partnership Agreement, the Delaware Revised Uniform Limited Partnership Act or applicable federal and state securities law restrictions), and NRGY shall accept contribution of such CMLP Common Units; (ii) in consideration for the contribution described in the foregoing clause (i), NRGY shall deliver to such Follow-On Contributor(s) a total of 14,318,396 duly authorized, fully paid and non-assessable NRGY Common Units free and clear of any Liens (other than any Liens imposed by the NRGY Partnership Agreement, the Delaware Revised Uniform Limited Partnership Act or applicable federal and state securities law restrictions) and (iii) such Follow-On Contributor and NRGY shall enter into an assignment agreement with similar terms and conditions as the form set forth in Exhibit A to the Contribution Agreement.

(b) Following the Closing Date, in the event that the merger contemplated by the Merger Agreement has been consummated, within ten Business Days following such consummation, (i) a Follow-On Contributor(s) may, at its election, contribute, assign, transfer and convey to NRGY a total of 7,137,841 NRGM Common Units received by a Follow-On Contributor in the merger contemplated by the Merger Agreement in respect of CMLP Common

Units, free and clear of any Liens (other than any Liens imposed by the NRGM Partnership Agreement, the Delaware Revised Uniform Limited Partnership Act or applicable federal and state securities law restrictions), and NRGY shall accept contribution of such NRGM Common Units; (ii) in consideration for the contribution described in the foregoing clause (i), NRGY shall deliver to such Follow-On Contributor(s) a total of 14,318,396 duly authorized, fully paid and non-assessable NRGY Common Units free and clear of any Liens (other than any Liens imposed by the NRGY Partnership Agreement, the Delaware Revised Uniform Limited Partnership Act or applicable federal and state securities law restrictions) and (iii) such Follow-On Contributor and NRGY shall enter into an assignment agreement with similar terms and conditions as the form set forth in Exhibit A to the Contribution Agreement.

(c) The parties agree that the contributions contemplated by Sections 1.02(a) and 1.02(b) shall be treated by the applicable Follow-On Contributor and NRGY as a contribution by such Follow-On Contributor of an undivided interest in CMLP Common Units or NRGM Common Units, as applicable, in exchange for the applicable number of NRGY Common Units delivered in consideration of such contribution under Section 721 of the Code.

(d) If between the date hereof and the date of a contribution pursuant to either Section 1.02(a) or Section 1.02(b), whether or not permitted pursuant to the terms of the Contribution Agreement, the outstanding CMLP Common Units, NRGM Common Units or NRGY Common Units shall be changed into a different number of units or other securities by reason of any split, reclassification, recapitalization, combination, merger, consolidation, reorganization or other similar transaction or event, or any distribution payable in equity securities shall be declared thereon with a record date within such period (other than pursuant to the merger contemplated by the Merger Agreement or distributions in kind to the holders of CMLP Class D Units or the holders of the CMLP Incentive Distribution Rights pursuant to the CMLP Partnership Agreement), the applicable CMLP Common Units, NRGM Common Units or NRGY Common Units included in any contribution consummated pursuant to either Section 1.02(a) or Section 1.02(b), shall be appropriately adjusted to provide the same economic effect as contemplated by this Agreement prior to such event.

Section 1.03 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to CH or CGSH, to:

Crestwood Holdings LLC

700 Louisiana Street, Suite 2060

Houston, Texas 77002

Attention: Robert G. Phillips

Facsimile No.: 832-519-2250

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with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: William E. Curbow

Facsimile No.: 212-455-2502

if to NRGY GP or NRGY, to:

Inergy L.P.

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

Attention: General Counsel

Facsimile: 816-531-4680

with a copy to (which copy shall not constitute Notice):

Vinson & Elkins L.L.P.

1001 Fannin, Suite 2500

Houston, Texas 77002-6760

Attention: Gillian A. Hobson

Facsimile: 713-615-5794

or such other address or facsimile number as such party may hereafter specify in writing for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed duly given when delivered personally (including by courier or overnight courier with confirmation), via facsimile (with confirmation) or delivered by an overnight courier (with confirmation), if, in any such case, confirmation is obtained prior to 5 p.m. in the place of receipt and such day is a Business Day. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day.

Section 1.04 Amendments and Waivers.

(a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, 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. Except as otherwise provided herein, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

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Section 1.05 Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 1.06 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto. Any purported assignment in violation of the foregoing shall be void ab initio.

Section 1.07 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law rules thereof.

Section 1.08 Jurisdiction. The parties hereto (i) agree and consent that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be subject to the exclusive jurisdiction of the Delaware Chancery Court in Wilmington, Delaware, or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court (and, in each case, of the appropriate appellate courts therefrom), and (ii) irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 13.01 shall be deemed effective service of process on such party.

Section 1.09 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 1.10 Counterparts; Effectiveness; Third-Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other parties hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns, except that a Follow-On Contribution shall have the right to enforce its rights herein.

Section 1.11 Entire Agreement. This Agreement and the Contribution Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

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Section 1.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 1.13 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions (without the posting of a bond or other security) to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 1.14 No Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no former, current or future equity holders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.

CRESTWOOD HOLDINGS LLC
By:	/s/ Robert G. Phillips
Name:	Robert G. Phillips
Title:	President
CRESTWOOD GAS SERVICES HOLDINGS LLC
By:	/s/ Robert G. Phillips
Name:	Robert G. Phillips
Title:	President

Signature Page to Follow-On Contribution Agreement

INERGY, L.P.
By:	Inergy GP, LLC, its General Partner
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer
INERGY GP, LLC
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer

Signature Page to Follow-On Contribution Agreement

EX-10.1

Exhibit 10.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

DATED AS OF

MAY 5, 2013

BY AND AMONG

INERGY MIDSTREAM, L.P.,

NRGM GP, LLC,

INTREPID MERGER SUB, LLC,

INERGY, L.P.,

CRESTWOOD HOLDINGS LLC (SOLELY FOR PURPOSES OF SECTION 3.4(A)),

CRESTWOOD MIDSTREAM PARTNERS LP

AND

CRESTWOOD GAS SERVICES GP LLC

TABLE OF CONTENTS

ARTICLE I	DEFINITIONS	1
Section 1.1	Definitions	1
Section 1.2	Rules of Construction	15
ARTICLE II	THE MERGER; EFFECTS OF THE MERGER	16
Section 2.1	The Merger	16
Section 2.2	Closing Date of the Merger	16
ARTICLE III	MERGER CONSIDERATION; EXCHANGE PROCEDURES	17
Section 3.1	Merger Consideration	17
Section 3.2	Rights as Unitholders; Unit Transfers	18
Section 3.3	Anti-Dilution Provisions	18
Section 3.4	Exchange of Certificates	18
Section 3.5	Treatment of Awards under MLP Unit Plan	22
ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF THE MLP PARTIES	22
Section 4.1	Organization; Qualification	23
Section 4.2	Authority; No Violation; Consents and Approvals	23
Section 4.3	Capitalization	25
Section 4.4	Financial Statements	26
Section 4.5	Absence of Undisclosed Liabilities	27
Section 4.6	MLP SEC Reports and Internal Controls	27
Section 4.7	Information Supplied	28
Section 4.8	Compliance with Applicable Law; Permits	28
Section 4.9	Material Contracts	29
Section 4.10	Legal Proceedings	31
Section 4.11	Environmental Matters	31
Section 4.12	Title to Properties and Rights of Way	32
Section 4.13	Insurance	33
Section 4.14	Tax Matters	33
Section 4.15	Employees/Employee Benefits	34
Section 4.16	Books and Records	36
Section 4.17	Absence of Certain Changes	37
Section 4.18	Regulation	37
Section 4.19	Intellectual Property	37
Section 4.20	State Takeover Laws	37
Section 4.21	Opinion of Financial Advisor	37
Section 4.22	Approvals	37
Section 4.23	Brokers’ Fees	38
Section 4.24	Limitation of Representations and Warranties	38
ARTICLE V	REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES	38
Section 5.1	Organization; Qualification	38
Section 5.2	Authority; No Violation; Consents and Approvals	39

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Section 5.3	Capitalization	40
Section 5.4	Financial Statements	42
Section 5.5	Absence of Undisclosed Liabilities	42
Section 5.6	Buyer SEC Reports and Internal Controls	43
Section 5.7	Information Supplied	44
Section 5.8	Compliance with Applicable Law; Permits	44
Section 5.9	Material Contracts	45
Section 5.10	Legal Proceedings	47
Section 5.11	Environmental Matters	47
Section 5.12	Title to Properties and Rights of Way	48
Section 5.13	Insurance	48
Section 5.14	Tax Matters	49
Section 5.15	Employees/Employee Benefits	50
Section 5.16	Books and Records	52
Section 5.17	Absence of Certain Changes	52
Section 5.18	Regulation	52
Section 5.19	Intellectual Property	52
Section 5.20	State Takeover Laws	53
Section 5.21	Opinion of Financial Advisor	53
Section 5.22	Approvals	53
Section 5.23	Brokers’ Fees	53
Section 5.24	Commitment Letters	54
Section 5.25	Limitation of Representations and Warranties	54
ARTICLE VI	ADDITIONAL AGREEMENTS, COVENANTS, RIGHTS AND OBLIGATIONS	55
Section 6.1	Conduct of Business	55
Section 6.2	Access to Information; Confidentiality	58
Section 6.3	Securities Laws Filings	59
Section 6.4	MLP Unitholders’ Meeting	61
Section 6.5	Non-Solicitation; Change in Recommendation	61
Section 6.6	Reasonable Best Efforts; Further Assurances	65
Section 6.7	No Public Announcement	66
Section 6.8	Expenses	66
Section 6.9	Tax Matters	66
Section 6.10	Section 16(b)	67
Section 6.11	Indemnification, Exculpation and Insurance	67
Section 6.12	Distributions	69
Section 6.13	Limited Liability Company Interests of MLP General Partner	69
Section 6.14	Amendment of the MLP Partnership Agreement	70
Section 6.15	Buyer Board Directors	70
Section 6.16	Financing	70
Section 6.17	Consent Solicitation	73
Section 6.18	Investigation; No Other Representations or Warranties	74
Section 6.19	Listing	76
Section 6.20	Business Opportunities	76
Section 6.21	Resignations of MLP Directors	77
Section 6.22	Omnibus Agreement	77

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Section 6.23	Advice of Changes	77
Section 6.24	Transaction Litigation	77
ARTICLE VII	CONDITIONS TO CLOSING	78
Section 7.1	Conditions to Each Party’s Obligations	78
Section 7.2	Conditions to the Buyer Parties’ Obligations	78
Section 7.3	Conditions to the MLP Parties’ Obligations	80
ARTICLE VIII	TERMINATION	81
Section 8.1	Termination by Mutual Consent	81
Section 8.2	Termination by MLP or Buyer	81
Section 8.3	Termination by MLP	81
Section 8.4	Termination by Buyer	82
Section 8.5	Effect of Certain Terminations	82
Section 8.6	Termination Fee and Expense Reimbursement	83
Section 8.7	Procedure for Termination	85
ARTICLE IX	MISCELLANEOUS	86
Section 9.1	Survival	86
Section 9.2	Enforcement of this Agreement	86
Section 9.3	Notices	86
Section 9.4	Governing Law; Jurisdiction; Waiver of Jury Trial	88
Section 9.5	Entire Agreement; Amendments and Waivers	89
Section 9.6	Binding Effect; No Third Party Beneficiaries; Assignment	90
Section 9.7	Severability	90
Section 9.8	No Recourse	91
Section 9.9	Execution	91
Section 9.10	Certain Agreements with Respect to Financing Sources	91
Exhibit A – Third Amended and Restated Agreement of Limited Partnership of MLP

iii

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 5, 2013 (the “Execution Date”), is entered into by and among Crestwood Midstream Partners LP, a Delaware limited partnership (“MLP”), Crestwood Gas Services GP LLC, a Delaware limited liability company (“MLP General Partner”), Crestwood Holdings LLC, a Delaware limited liability company (“CW Holdings”) (solely for purposes of Section 3.4(a)), Inergy Midstream, L.P., a Delaware limited partnership (“Buyer”), NRGM GP, LLC, a Delaware limited liability company (“Buyer General Partner”), Inergy, L.P., a Delaware limited partnership (“NRGY”), and Intrepid Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (“Merger Sub”).

WITNESSETH:

WHEREAS, MLP and Buyer desire to combine their businesses on the terms and conditions set forth in this Agreement;

WHEREAS, Buyer has required, as a condition and inducement to its willingness to enter into this Agreement, that MLP General Partner, Crestwood Gas Services Holdings LLC, a Delaware limited liability company (“CW Gas Holdings”), and CW Holdings, simultaneously herewith enter into a Voting Agreement, dated as of the Execution Date (the “Voting Agreement”), pursuant to which, among other things, each of MLP General Partner, CW Gas Holdings and CW Holdings agrees to support the Merger and the other transactions contemplated hereby, on the terms and subject to the conditions provided for in the Voting Agreement; and

WHEREAS, Buyer has required, as a condition and inducement to its willingness to enter into this Agreement, that MLP General Partner, CW Gas Holdings and CW Holdings simultaneously herewith enter into an Option Agreement, dated as of the Execution Date (the “Option Agreement”), pursuant to which, among other things, each of MLP General Partner, CW Gas Holdings and CW Holdings grants to Buyer an option to acquire the MLP Units held by MLP General Partner, CW Gas Holdings and CW Holdings in certain circumstances, on the terms and subject to the conditions provided for in the Option Agreement.

NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements and conditions contained herein, the Parties agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions. In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings respectively:

“Additional Limited Partner” has the meaning ascribed to such term in the Buyer Partnership Agreement.

“Affiliate” has the meaning set forth in Rule 405 of the rules and regulations under the Securities Act, unless otherwise expressly stated herein.

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“Agreement” has the meaning set forth in the Preamble.

“Applicable Merger Consideration” means (i) with respect to a CW Holder, the CW Holder Merger Consideration and (ii) with respect to any Holder of MLP Units who is not a CW Holder, the Merger Consideration.

“Business Day” means any day on which commercial banks are generally open for business in New York, New York other than a Saturday, a Sunday or a day observed as a holiday in New York, New York under the Law of the State of New York or the federal Law of the United States of America.

“Buyer” has the meaning set forth in the Preamble.

“Buyer Board” means the board of directors of Buyer General Partner.

“Buyer Common Units” means the “Common Units” of Buyer as defined in the Buyer Partnership Agreement.

“Buyer Credit Agreement” means the Credit Agreement, dated as of December 21, 2011, as amended, by and among Buyer and the lenders party thereto.

“Buyer Disclosure Schedule” means the disclosure schedule prepared and delivered by Buyer to MLP on the Execution Date concurrently with the execution of this Agreement.

“Buyer Employee Benefit Plan” means any Employee Benefit Plan (a) in which any Buyer Related Employee has any present or future rights to benefits; (b) that is maintained by, sponsored by or contributed to or obligated to be contributed to by any of the Buyer Group Entities; or (c) with respect to which any of the Buyer Group Entities has any obligation or liability, whether secondary, contingent or otherwise, in each case, regardless of whether such other plan, program, policy, agreement or arrangement is subject to any of the provisions of ERISA.

“Buyer Financial Advisor” means Greenhill & Co.

“Buyer Financial Statements” has the meaning set forth in Section 5.4.

“Buyer General Partner” has the meaning set forth in the Preamble.

“Buyer General Partner Interest” means the “General Partner Interest” as defined in the Buyer Partnership Agreement.

“Buyer General Partner Operating Agreement” means the Amended and Restated Limited Liability Company Agreement of Buyer General Partner, dated as of December 21, 2011, as amended, and as amended from time to time after the Execution Date in accordance with this Agreement.

“Buyer Group Entities” means the Buyer Parties and their Subsidiaries.

2

“Buyer Incentive Distribution Rights” means the “Incentive Distribution Rights” in Buyer as defined in the Buyer Partnership Agreement.

“Buyer Indenture” means the Indenture, dated as of December 7, 2012, among Buyer, NRGM Finance Corp., the guarantors party thereto and U.S. Bank National Association, as trustee.

“Buyer Intellectual Property” has the meaning set forth in Section 5.19.

“Buyer Material Adverse Effect” means (i) any change, effect, event or occurrence that is, or would reasonably be expected to be, materially adverse to the financial condition, business, operations or results of operations of the Buyer Group Entities (taken as a whole) or (ii) any change, effect, event or occurrence that materially and adversely affects the ability of the Buyer Parties to consummate the Merger by the Drop-Dead Date; provided, however, that a Buyer Material Adverse Effect shall not include any change, effect, event or occurrence directly or indirectly arising out of or attributable to (a) any decrease in the market price of Buyer’s publicly traded equity securities (but not any change or effect underlying such decrease to the extent such change or effect would otherwise contribute to a Buyer Material Adverse Effect); (b) changes in the general state of the industries in which the Buyer Group Entities operate; (c) changes in general political, economic or regulatory conditions (including changes in commodity prices or exchange rates) or conditions in the capital markets; (d) changes in Law or GAAP or the enforcement or interpretation thereof after the Execution Date; (e) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis, including natural disasters and acts of terrorism (other than any of the foregoing that causes any damage or destruction to or renders unusable any facilities or assets of any Buyer Group Entity); (f) the announcement or pendency of the transactions contemplated by this Agreement, the General Partner Transactions or the Spin-Off, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Buyer Group Entities due to the announcement or pendency of the transactions contemplated by this Agreement, the General Partner Transactions or the Spin-Off (provided, however, that the exception in this clause (f) shall not apply to any portion of any representations and warranties contained in this Agreement to the extent the purpose of such portion is to address the consequences of the transactions contemplated by this Agreement); (g) any failure, in and of itself, of Buyer to meet its respective internal or published projections, estimates or forecasts of revenues, earnings or other measures of financial or operating performance for any period (but not any change or effect underlying such failure to the extent such change or effect would otherwise contribute to a Buyer Material Adverse Effect); or (h) any unitholder litigation or threatened unitholder litigation, in each case, arising from allegations of a violation of securities Law or breach of fiduciary duty or similar obligations contained in the Buyer Partnership Agreement, the Buyer General Partner Operating Agreement, the MLP Partnership Agreement or the limited liability company agreement of MLP General Partner or otherwise in connection with this Agreement or the transactions contemplated hereby; provided, further, that the foregoing (other than the matters referred to in clauses (a), (f), (g) or (h)) may be taken into account in determining whether there has been a Buyer Material Adverse Effect if materially disproportionately affecting the Buyer Group Entities relative to other Persons participating in the industry in which the Buyer Group Entities participate.

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“Buyer Material Agreements” has the meaning set forth in Section 5.9(a).

“Buyer Merger Transactions” has the meaning set forth in Section 5.22(a).

“Buyer Notes” means the 6.0% Senior Notes due 2020 of Buyer issued pursuant to the Buyer Indenture.

“Buyer Parties” means Buyer, Buyer General Partner and Merger Sub.

“Buyer Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of Buyer, dated as of December 21, 2011, as amended from time to time after the Execution Date in accordance with this Agreement.

“Buyer Permits” has the meaning set forth in Section 5.8(b).

“Buyer Related Employees” means those employees of the Buyer Parties or their Affiliates, and those independent contractors who solely provide services to any of the Buyer Parties or their Affiliates, in each case, that provide or have provided services for the benefit of the Buyer Group Entities.

“Buyer Restricted Common Unit” means a Buyer Common Unit that is a restricted unit issued pursuant to the Buyer Unit Plan.

“Buyer SEC Reports” has the meaning set forth in Section 5.6(a).

“Buyer Special Committee” means the special committee of non-management directors established by the Buyer Board.

“Buyer Special Committee Financial Advisor” means Tudor, Pickering, Holt & Co. Securities, Inc.

“Buyer Subsidiaries” means the Subsidiaries of Buyer.

“Buyer Unit Issuance” has the meaning set forth in Section 5.22(a).

“Buyer Unitholders” means the Holders of Buyer Common Units.

“Buyer Unit Plan” means the Inergy Midstream, L.P. Long Term Incentive Plan, as it may be amended from time to time.

“Cash Consideration” has the meaning set forth in Section 3.1(d).

“CERCLA” means the federal Comprehensive Environmental Response, Compensation, and Liability Act, as amended.

“Certificate” has the meaning set forth in Section 3.1(f).

“Closing” has the meaning set forth in Section 2.2.

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“Closing Date” has the meaning set forth in Section 2.2.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commitment Letters” has the meaning set forth in Section 5.24.

“Confidentiality Agreement” means that certain Confidentiality Agreement dated January 11, 2013 between Inergy Holdings and First Reserve Corporation, as amended by that certain Addendum and Joinder dated April 12, 2013, among Inergy Holdings, First Reserve Corporation, NRGY General Partner, NRGY, Buyer General Partner, Buyer, MLP General Partner, Crestwood Holdings Partners LLC and MLP.

“Consent Solicitation” has the meaning set forth in Section 6.18(a).

“Consent Solicitation Documents” has the meaning set forth in Section 6.18(b).

“Consolidated Group” means the MLP Group Entities, on the one hand, and the Buyer Group Entities, on the other hand. A reference to a Consolidated Group is a reference to each of the members of such Consolidated Group.

“CW Affiliates” means CW Holdings, CW Gas Holdings, MLP General Partner and their direct and indirect members.

“CW Holder Merger Consideration” has the meaning set forth in Section 3.1(e).

“CW Holders” means (i) CW Holdings, CW Gas Holdings and MLP General Partner and (ii) any Affiliate of the foregoing to which CW Holdings, CW Gas Holdings and MLP General Partner transfer MLP Common Units or MLP Class D Units in accordance with the terms of the Voting Agreement.

“CW Gas Holdings” has the meaning set forth in the Recitals.

“CW Holdings” has the meaning set forth in the Recitals.

“CW Holdings Cash Payment Amount” means $10,375,909.

“Debt Financing” has the meaning set forth in Section 5.24.

“Debt Refinancing” has the meaning set forth in Section 5.24.

“Delaware Courts” has the meaning set forth in Section 9.4.

“Drop-Dead Date” has the meaning set forth in Section 8.2(a).

“DLLCA” means the Delaware Limited Liability Company Act, as amended.

“DRULPA” means the Delaware Revised Uniform Limited Partnership Act, as amended.

“Effective Time” has the meaning set forth in Section 2.1(b).

5

“Employee Benefit Plan” means (a) any “employee benefit plan” (within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA) and (b) any personnel policy (oral or written); unit option; unit purchase plan; equity compensation plan; phantom equity or appreciation rights plan; collective bargaining agreement; bonus plan or arrangement; incentive award plan or arrangement; vacation or holiday pay policy; fringe benefit plan, policy or agreement; retention agreement or plan; severance pay plan, policy or agreement; deferred compensation agreement or arrangement; change in control plan or agreement; hospitalization or other medical, dental, vision, accident, disability, life or other insurance; executive compensation or supplemental income arrangement; consulting agreement; employment agreement; and any other employee benefit plan, agreement, arrangement, program, practice, or understanding.

“Encumbrances” means pledges, restrictions on transfer, proxies and voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever.

“Environmental Law” means any applicable law (including common law), rule, regulation, order, ordinance, judgment, decree or other legally-enforceable requirement of any Governmental Entity having lawful jurisdiction over the matter that is in effect as of or prior to the Closing Date and relates to pollution, the protection of human health (to the extent relating to exposure to Hazardous Materials), natural resources or the environment, or the generation, treatment, storage, handling, transport or disposal or arrangement for transport or disposal, or Release of, or exposure to, Hazardous Materials.

“Environmental Permit” means any permit, license, regulation, certification, consent, variance, exemption, approval or other authorization required under or issued pursuant to any Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Escrow Agent” means an escrow agent selected by Buyer that is reasonably acceptable to the MLP to serve as the escrow agent for certain payments pursuant to Section 8.6.

“Escrow Fund” has the meaning set forth in Section 8.6(e)

“Evaluation Material” has the meaning set forth in Section 6.2(b).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agent” has the meaning set forth in Section 3.4(a).

“Exchange Fund” has the meaning set forth in Section 3.4(a).

“Execution Date” has the meaning set forth in the Preamble.

“Expense Reimbursement” has the meaning set forth in Section 8.6(b).

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“Financing Sources” means the entities that have committed to provide or otherwise entered into agreements pursuant to the Commitment Letters, together with their successors and assigns.

“Fractional Unit Payment” has the meaning set forth in Section 3.4(e).

“GAAP” has the meaning set forth in Section 1.2.

“General Partner Transactions” means (a) the acquisition by CW Holdings and CW Gas Holdings, indirectly, of the non-economic general partner interest in NRGY from IHGP and NRGP pursuant to the NRGY GP Purchase Agreement; and (b) the acquisition by NRGY of all the limited liability company interests in MLP General Partner from CW Gas Holdings pursuant to the MLP GP Contribution Agreement.

“Governing Documents” means, with respect to any Person, the legal document(s) by which such Person establishes its legal existence or which govern its internal affairs, including the certificate or articles of incorporation, certificate of formation, certificate of limited partnership, articles of organization, by-laws, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement, operating agreement, equityholder agreement or declaration or other similar governing documents of such Person, in each case, as amended or supplemented from time to time.

“Governmental Entity” means any (a) multinational, federal, national, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, administrative agency, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing, in each case, which has jurisdiction or authority with respect to the applicable Party.

“Hazardous Material” means: (a) any chemical, material, waste or substance in any amount or concentration that is regulated pursuant to, or the basis for liability under, any Environmental Law, including any hazardous waste, solid waste, hazardous substance, toxic substance, hazardous material, toxic pollutant, contaminant, pollutant or by words of similar meaning or import found in any Environmental Law; (b) petroleum hydrocarbons, petroleum products (including gasoline and diesel fuel), natural gas, crude oil or any components, fractions or derivatives thereof, oil and natural gas exploration and production wastes and (c) friable asbestos containing materials, polychlorinated biphenyls, urea formaldehyde foam insulation, radioactive materials or radon gas.

“Holders” means, when used with reference to the MLP Units and the Buyer Common Units, the holders of such units shown from time to time in the registers maintained by or on behalf of MLP or Buyer, as applicable.

“IHGP” means Inergy Holdings GP, LLC.

“Indemnified Liabilities” has the meaning set forth in Section 6.12(a).

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“Indemnified Persons” has the meaning set forth in Section 6.12(a).

“Intellectual Property” means any and all intellectual property rights, under the Law of any jurisdiction, both statutory and common law rights, if applicable, including: (a) utility models, supplementary protection certificates, statutory invention registrations, patents and applications for same, and extensions, divisions, continuations, reexaminations, and reissues thereof; (b) trademarks, service marks, trade names, corporate names, slogans, domain names, logos, and trade dress (including all goodwill associated with the foregoing), and registrations and applications for registrations thereof; (c) trade secrets and confidential information, including ideas, designs, concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable; and (d) copyrights, rights in works of authorship and registrations and applications for registration of the foregoing.

“Knowledge” means (a) with respect to the MLP Parties, the actual knowledge after reasonable inquiry of each Person listed in Section 1.1(a) of the MLP Disclosure Schedule and (b) with respect to the Buyer Parties, the actual knowledge after reasonable inquiry of each Person listed in Section 1.1(a) of the Buyer Disclosure Schedule.

“Law” means all principles of common law, statutes, regulations, statutory rules, Orders and terms and conditions of any grant of approval, permission, authority, permit or license of any court, Governmental Entity, statutory body or self-regulatory authority (including the NYSE), but does not include Environmental Law or ERISA.

“Letter of Transmittal” has the meaning set forth in Section 3.4(b).

“Material Adverse Effect” means an MLP Material Adverse Effect or a Buyer Material Adverse Effect.

“Merger” means the merger of Merger Sub with and into MLP, with MLP as the sole surviving entity.

“Merger Consideration” has the meaning set forth in Section 3.1(d).

“Merger Sub” has the meaning set forth in the Preamble.

“MLP” has the meaning set forth in the Preamble.

“MLP Amended and Restated Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership of MLP, substantially in the form attached hereto as Exhibit A.

“MLP Board” means the board of directors of MLP General Partner.

“MLP Certificate of Limited Partnership” means the Certificate of Limited Partnership of MLP dated as of January 30, 2007.

“MLP Class D Units” means the “Class D Units” as defined the MLP Partnership Agreement.

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“MLP Common Units” means the “Common Units” as defined in the MLP Partnership Agreement.

“MLP Conflicts Committee Financial Advisor” means Evercore Group L.L.C.

“MLP Conflicts Committee” means the conflicts committee established by the MLP Board.

“MLP Credit Agreements” means (i) the Amended and Restated Credit Agreement dated as of November 16, 2012, as amended, by and among MLP and the lenders party thereto and (ii) the Credit Agreement, dated as of March 26, 2012, by and among Crestwood Marcellus Midstream LLC and the lenders party thereto.

“MLP Disclosure Schedule” means the disclosure schedule prepared and delivered by MLP to Buyer on the Execution Date concurrently with the execution of this Agreement.

“MLP Employee Benefit Plan” means any Employee Benefit Plan (a) in which any MLP Related Employee has any present or future rights to benefits, (b) that is maintained by, sponsored by or contributed to by, or obligated to be contributed to by, any of the MLP Group Entities or (c) with respect to which any of the MLP Group Entities has any obligation or liability, whether secondary, contingent or otherwise, in each case, regardless of whether such other plan, program, policy, agreement or arrangement is subject to any of the provisions of ERISA.

“MLP Fairness Opinion” has the meaning set forth in Section 4.21.

“MLP Financial Advisor” means Citigroup Global Markets Inc.

“MLP Financial Statements” has the meaning set forth in Section 4.4.

“MLP General Partner” has the meaning set forth in the Preamble, provided, however, that following the cancellation of the MLP General Partner Interest pursuant to Section 3.1(b), all references in this Agreement to the “MLP General Partner” shall be deemed to be references to the “New General Partner”.

“MLP General Partner Interest” means the “General Partner Interest” as defined in the MLP Partnership Agreement.

“MLP GP Contribution Agreement” means that certain Contribution Agreement, dated as of the Execution Date, between NRGY, Inergy GP, LLC, CW Holdings and CW Gas Holdings.

“MLP Group Entities” means the MLP Parties and their Subsidiaries.

“MLP Incentive Distribution Rights” means the “Incentive Distribution Rights” in MLP as defined in the MLP Partnership Agreement.

“MLP Intellectual Property” has the meaning set forth in Section 4.19.

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“MLP Material Adverse Effect” means (i) any change, effect, event or occurrence that is, or would reasonably be expected to be, materially adverse to the financial condition, business, operations or results of operations of the MLP Group Entities (taken as a whole) or (ii) any change, effect, event or occurrence that materially and adversely affects the ability of the MLP Parties to consummate the Merger by the Drop-Dead Date; provided, however, that a MLP Material Adverse Effect shall not include any change, effect, event or occurrence directly or indirectly arising out of or attributable to (a) any decrease in the market price of MLP’s publicly traded equity securities (but not any change or effect underlying such decrease to the extent such change or effect would otherwise contribute to a MLP Material Adverse Effect); (b) changes in the general state of the industries in which the MLP Group Entities operate; (c) changes in general political, economic or regulatory conditions (including changes in commodity prices or exchange rates) or conditions in the capital markets; (d) changes in Law or GAAP or the enforcement or interpretation thereof after the Execution Date; (e) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis, including natural disasters and acts of terrorism (other than any of the foregoing that causes any damage or destruction to or renders unusable any facilities or assets of any MLP Group Entity); (f) the announcement or pendency of the transactions contemplated by this Agreement, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the MLP Group Entities due to the announcement or pendency of the transactions contemplated by this Agreement (provided that the exception in this clause (f) shall not apply to any portion of any representations and warranties contained in this Agreement to the extent the purpose of such portion is to address the consequences of the transactions contemplated by this Agreement); (g) any failure, in and of itself, of MLP to meet its respective internal or published projections, estimates or forecasts of revenues, earnings or other measures of financial or operating performance for any period (but not any change or effect underlying such failure to the extent such change or effect would otherwise contribute to a MLP Material Adverse Effect); or (h) any unitholder litigation or threatened unitholder litigation, in each case, arising from allegations of a violation of securities Law or breach of fiduciary duty or similar obligations contained in the Buyer Partnership Agreement, the Buyer General Partner Operating Agreement, the MLP Partnership Agreement or the limited liability company agreement of MLP General Partner or otherwise in connection with this Agreement or the transactions contemplated hereby; provided, further, that the foregoing (other than the matters referred to in clauses (a), (f), (g) or (h)) may be taken into account in determining whether there has been a MLP Material Adverse Effect if materially disproportionately affecting the MLP Group Entities relative to other Persons participating in the industry in which the MLP Group Entities participate.

“MLP Material Agreements” has the meaning set forth in Section 4.9(a).

“MLP Merger Transactions” has the meaning set forth in Section 4.22.

“MLP Parties” means MLP and MLP General Partner.

“MLP Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of MLP dated as of February 19, 2008, as amended, and as further amended from time to time after the Execution Date in accordance with this Agreement.

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“MLP Permits” has the meaning set forth in Section 4.8(b).

“MLP Phantom Unit” means an award of phantom MLP Common Units granted under the MLP Unit Plan.

“MLP Recommendation” has the meaning set forth in Section 6.4(a).

“MLP Recommendation Change” has the meaning set forth in Section 6.5(c).

“MLP Related Employees” means those employees of the MLP Parties or their Affiliates, and independent contractors who solely provide services to any of the MLP Parties or their Affiliates, in each case, that provide or have provided services to the MLP Parties.

“MLP Restricted Common Unit” has the meaning set forth in Section 3.5(a).

“MLP SEC Reports” has the meaning set forth in Section 4.6(a).

“MLP Subsidiaries” means the Subsidiaries of MLP.

“MLP Superior Proposal” means any bona fide written proposal made by any Person who is not a Buyer Group Entity that (a) if consummated, would result in such Person (or its equityholders) owning, directly or indirectly, (i) 50% or more of the MLP Units then outstanding (or of the surviving entity in a merger or the direct or indirect parent of the surviving entity in a merger) or (ii) the assets or businesses that constitute 50% or more of the revenues, Net Income or assets of the MLP and its Subsidiaries, taken as a whole; (b) includes terms that, after taking into account all the terms and conditions of the Merger and such third Person proposal, including any break-up fees, expense reimbursement provisions, financing contingencies and conditions to consummation, the MLP Board or MLP Conflicts Committee has determined in its good faith judgment are more favorable to the Holders of MLP Units from a financial point of view than the Merger; and (c) the MLP Board or MLP Conflicts Committee has determined in its good faith judgment is reasonably likely to be consummated (provided, however, that any requisite vote or consent of MLP General Partner or the holders of MLP Units that may be required to effect the proposal shall not be taken into account in determining whether a proposal is reasonably likely to be consummated).

“MLP Takeover Proposal” means any contract, proposal, offer or indication of interest from any Person (other than the Buyer Group Entities) relating to, or that could reasonably be expected to lead to, any direct or indirect acquisition or purchase, in one transaction or a series of transactions, of assets (other than product sales in the ordinary course of business) or businesses that constitute 15% or more of the revenues, Net Income or assets of MLP and its Subsidiaries, taken as a whole, or 15% or more of any class of equity securities of MLP, any tender offer or exchange offer that if consummated would result in any such Person beneficially owning 15% or more of any class of equity securities of MLP, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding unit exchange or similar transaction involving the MLP Group Entities pursuant to which any such Person would own 15% or more of any class of equity securities of MLP or of any resulting parent company of MLP.

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“MLP Unit Plan” means the Crestwood Midstream Partners, LP Fourth Amended and Restated 2007 Equity Plan, as it may be amended and restated from time to time.

“MLP Unitholder Approval” has the meaning set forth in in Section 4.2(a).

“MLP Unitholders” means the Holders of MLP Common Units and MLP Class D Units.

“MLP Unitholders’ Meeting” has the meaning set forth in Section 6.4(a).

“MLP Units” means the MLP Common Units and the MLP Class D Units.

“New General Partner” means a new Delaware limited liability company to be formed in accordance with Section 6.13.

“Net Income” means “Net Income” as defined in the MLP Partnership Agreement.

“New Buyer Common Units” means duly authorized, validly issued in accordance with applicable Law and the Buyer Partnership Agreement, fully paid (to the extent required under the Buyer Partnership Agreement) and non-assessable (except to the extent such non-assessability may be affected by DRULPA) Buyer Common Units to be issued in connection with the Merger.

“Non-Qualifying Income Cushion” has the meaning set forth in Section 8.6(e)(i).

“Non-Recourse Party” has the meaning set forth in Section 9.8.

“Notice” has the meaning set forth in Section 9.3.

“NRGP” means NRGP Limited Partner, LLC, a Delaware limited liability company.

“NRGY” has the meaning set forth in the Preamble.

“NRGY Credit Agreement” means the Amended and Restated Credit Agreement, dated as of November 24, 2009 (as amended and restated as of February 2, 2011 and as further amended, amended and restated, supplemented or otherwise modified from time to time), by and among NRGY and the lenders party thereto.

“NRGY General Partner” means Inergy GP, LLC, a Delaware limited liability company.

“NRGY GP Purchase Agreement” means that certain Purchase and Sale Agreement dated as of the Execution Date among CW Holdings, CW Gas Holdings, IHGP and NRGP.

“NRGY Special Committee” means the special committee of non-management directors established by the NRGY Board.

“NYSE” means the New York Stock Exchange.

“Omnibus Agreement” means the Omnibus Agreement, dated as of December 21, 2011, among NRGY General Partner, NRGY, Buyer General Partner and Buyer.

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“Option Agreement” has the meaning set forth in the Recitals.

“Orders” means any order, writ, assessment, decision, injunction, decree, ruling, judgment or similar action, whether temporary, preliminary or permanent, of a Governmental Entity or arbitrator.

“Other Parties” means (a) with respect to the Buyer Parties, the MLP Parties; and (b) means, with respect to the MLP Parties, the Buyer Parties, unless, in each case, the context otherwise requires.

“Parties” means the Buyer Parties and the MLP Parties.

“Party Group” means the MLP Parties, on the one hand, and the Buyer Parties, on the other hand. A reference to a Party Group is a reference to each of the members of such Party Group.

“Permitted Encumbrances” means any Encumbrances that are (a) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business which do not materially impair the value or the continued use and operation of the assets to which they relate of the business by such Person and its Subsidiaries; (b) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (c) for Taxes not yet due or which are being contested in good faith by appropriate Proceedings (provided that adequate reserves with respect thereto are maintained on the books of such Person or its Subsidiaries, as the case may be, in conformity with GAAP); (d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (e) created pursuant to construction, operating and maintenance agreements, space lease agreements and other similar agreements, in each case having ordinary and customary terms and entered into in the ordinary course of business by such Person and its Subsidiaries; (f) other Encumbrances that, in the aggregate, do not materially impair the value or the continued use and operation of the assets to which they relate of the business by such Person and its Subsidiaries; (g) Encumbrances existing or expressly permitted under the Buyer Credit Agreement or the MLP Credit Agreements, as applicable; or (h) Encumbrances permitted under Section 6.1 of this Agreement.

“Person” includes any individual, firm, partnership, joint venture, venture capital fund, limited liability company, association, trust, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status.

“Premium Cap” shall have the meaning set forth in 6.12(f).

“Proxy Statement/Prospectus” has the meaning set forth in Section 6.3.

“Proceeding” means any action, suit, arbitration proceeding, administrative or regulatory investigation, review, audit, citation, summons or subpoena of any nature (civil, criminal, regulatory or otherwise) or any other proceeding in law or in equity.

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“Receiving Party” has the meaning set forth in Section 6.5(b).

“Recommendation Change Notice” has the meaning set forth in Section 6.5(d)(ii)(A).

“Recommendation Change Notice Period” has the meaning set forth in Section 6.5(d)(ii)(B).

“Refinancing Commitment Letter” has the meaning set forth in Section 5.24.

“Registration Statement” has the meaning set forth in Section 6.3.

“Related Parties” has the meaning set forth in Section 9.10.

“Release” means any spilling, leaking, burying, emitting, abandoning, discharging, migrating, injecting, escaping, leaching, dumping or disposing.

“Representatives” means, in respect of any Person, such Person’s Affiliates and such Person’s and its Affiliates’ partners, members, directors, officers, employees, investment bankers, financial advisors, financing sources, attorneys, accountants, consultants, agents, advisors and other representatives.

“Repurchase Commitment Letter” has the meaning set forth in Section 5.24.

“Repurchase Financing” has the meaning set forth in Section 5.24.

“rights-of-way” has the meaning set forth in Section 4.12(b).

“Sarbanes-Oxley Act” has the meaning set forth in Section 4.6(b).

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Spin-Off” means the distribution by NRGY of all Buyer Common Units held directly or indirectly by NRGY to the unitholders of NRGY.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other legal entity or organization, whether incorporated or unincorporated, of which: (a) such Person or any other subsidiary of such Person is a general partner or a managing member or has similar authority; or (b) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation, partnership, limited liability company or other legal entity or organization is, directly or indirectly, owned or controlled by such Person or by any one or more of its Subsidiaries.

“Superior Proposal Notice” has the meaning set forth in Section 6.5(d)(i)(C).

“Superior Proposal Notice Period” has the meaning set forth in Section 6.5(d)(i)(D).

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“Surviving Entity” has the meaning set forth in Section 2.1(a).

“Tax” or “Taxes” means any federal, state, local or foreign taxes, charges, imposts, levies, assessments, fees and other charges imposed by any Governmental Entity, including income, profits, gross receipts, net proceeds, alternative or add-on minimum, ad valorem, value added, goods and services, turnover, sales, use, property, personal property (tangible and intangible), environmental, stamp, leasing, lease, user, excise, duty, franchise, capital stock, transfer, registration, license, withholding, social security (or similar), unemployment, disability, payroll, employment, fuel, excess profits, occupational, premium, windfall profit, severance, estimated, or other charge of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not.

“Tax Return” means any return, declaration, report, election, designation, notice, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Termination Fee” has the meaning set forth in Section 8.6(a).

“Unit Consideration” has the meaning set forth in Section 3.1(d).

“Voting Agreement” has the meaning set forth in the Recitals.

“Willful and Material Breach” means a material breach, or failure to perform, that is the consequence of an act or omission of a Person at the direction, or with the consent, of a Party, with the Knowledge of such Party that the taking of, or failure to take, such act would, or would reasonably be expected to, cause a breach of this Agreement.

SECTION 1.2 Rules of Construction. The division of this Agreement into articles, sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “Section” refer to the specified Article or Section of this Agreement. The terms “this Agreement,” “hereof,” “herein” and “hereunder” and similar expressions refer to this Agreement (including the MLP Disclosure Schedule and the Buyer Disclosure Schedule) and not to any particular Article, Section or other portion hereof. Unless otherwise specifically indicated or the context otherwise requires, (a) all references to “dollars” or “$” mean United States dollars, (b) words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders, (c) “include,” “includes” and “including” as used in this Agreement shall be deemed to be followed by the words “without limitation” and (d) all words used as accounting terms shall have the meanings given to them under United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”). In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day. Reference to any Party is also a reference to such Party’s permitted successors and assigns to the extent the context so requires. Unless otherwise indicated, all references to an “Exhibit” followed by a number or a letter refer to the specified Exhibit to this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or

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interpretation arises, it is the intention of the Parties that this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship of any of the provisions of this Agreement.

ARTICLE II

THE MERGER; EFFECTS OF THE MERGER

SECTION 2.1 The Merger.

(a) The Surviving Entity. Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Sub shall merge with and into MLP, the separate existence of Merger Sub shall cease and MLP shall survive and continue to exist as a Delaware limited partnership (MLP, as the surviving limited partnership in the Merger, sometimes being referred to herein as the “Surviving Entity”), such that following the Merger, Buyer shall be the sole limited partner of MLP and New General Partner shall be the sole general partner of MLP.

(b) Effective Time and Effects of the Merger. Subject to the satisfaction or waiver of the conditions set forth in Article VII in accordance with this Agreement, the Merger shall become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware, executed in accordance with the relevant provisions of the DRULPA and the DLLCA (the date and time of such filing (or such later time and date as may be expressed therein as the effective date and time of the Merger) being the “Effective Time”). The Merger shall be conducted in accordance with and have the effects prescribed in the DRULPA and the DLLCA.

(c) MLP Certificate of Limited Partnership and MLP Partnership Agreement. At the Effective Time, the MLP Certificate of Limited Partnership shall remain unchanged and shall be the certificate of limited partnership of the Surviving Entity, until duly amended in accordance with applicable Law. At the Effective Time, the MLP Partnership Agreement shall be amended and restated in its entirety to read as set forth in Exhibit A, and the MLP Amended and Restated Partnership Agreement shall be the partnership agreement of the Surviving Entity, until duly amended in accordance with its terms and applicable Law.

SECTION 2.2 Closing Date of the Merger. Subject to the satisfaction or waiver of the conditions to closing set forth in Article VII, the closing (the “Closing”) of the Merger and the transactions contemplated by this Article II shall be held at the offices of Vinson & Elkins L.L.P. at 1001 Fannin Street, Suite 2500, Houston, Texas 77002 on the later of (a) July 17, 2013 (but subject to the satisfaction or waiver of all of the conditions set forth in Article VII on such date), and (b) the third Business Day following the satisfaction or waiver of all of the conditions set forth in Article VII (other than conditions that would normally be satisfied only on the Closing Date, but subject to the satisfaction or waiver of such conditions on the Closing Date) commencing at 9:00 a.m., local time, or such other place, date and time as may be mutually agreed upon in writing by the Parties. The “Closing Date,” as referred to herein, means the date of the Closing.

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ARTICLE III

MERGER CONSIDERATION; EXCHANGE PROCEDURES

SECTION 3.1 Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Buyer General Partner, MLP, MLP General Partner, Merger Sub or any holder of MLP Units:

(a) Equity of Merger Sub. All of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become a 100% limited partner interest in MLP, which limited partner interest shall be duly authorized and validly issued, fully paid and non-assessable (except to the extent such non-assessability may be affected by DRULPA), and Buyer as the holder of such limited partner interest shall be admitted as the sole limited partner of MLP.

(b) Cancellation of MLP GP Interest; Admission of New General Partner. The MLP General Partner Interest issued and outstanding immediately prior to the Effective Time shall be cancelled, and New General Partner shall be admitted as the sole general partner of MLP in accordance with the MLP Partnership Agreement and the MLP Amended and Restated Partnership Agreement. In connection therewith, Buyer General Partner shall receive a right to any capital account in MLP associated with the MLP General Partner Interest and no additional consideration.

(c) Cancellation of MLP Incentive Distribution Rights. The MLP Incentive Distribution Rights issued and outstanding immediately prior to the Effective Time shall be cancelled. In connection therewith, Buyer General Partner shall receive a right to any capital account in MLP associated with the MLP Incentive Distribution Rights and no additional consideration.

(d) Conversion of MLP Common Units and MLP Class D Units. Each of the outstanding MLP Common Units and each of the MLP Class D Units held immediately prior to the Effective Time by any Holder of MLP Units other than a CW Holder shall be converted into the right to receive (i) $1.03 in cash (the “Cash Consideration”) and (ii) 1.0700 New Buyer Common Units (the “Unit Consideration” and, together with the Cash Consideration, the “Merger Consideration”).

(e) Conversion of MLP Common Units and MLP Class D Units Held by the CW Holders. Each of the outstanding MLP Common Units and each of the outstanding MLP Class D Units held immediately prior to the Effective Time by a CW Holder shall be converted into the right to receive solely the Unit Consideration (the “CW Holder Merger Consideration”).

(f) Certificates. All MLP Common Units and MLP Class D Units, when converted in the Merger shall cease to be outstanding and shall automatically be canceled and cease to exist. At the Effective Time, each holder of a certificate (or evidence of units in book-entry form) representing MLP Common Units or MLP Class D Units, as applicable (a “Certificate”) shall cease to have any rights with respect thereto, except pursuant to Section 3.4.

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SECTION 3.2 Rights as Unitholders; Unit Transfers. All MLP Units shall cease to be outstanding and shall automatically be canceled and cease to exist when converted as a result of and pursuant to the Merger. At the Effective Time, each holder of a Certificate shall cease to be a unitholder of MLP and shall cease to have any rights as a unitholder of MLP, except the right to receive (a) the Applicable Merger Consideration and the right to be admitted as an Additional Limited Partner of Buyer in connection therewith; and (b) any distributions in accordance with Section 3.4(c), in each case, to be issued or paid, without interest, in consideration therefor in accordance with Section 3.4. In addition, to the extent applicable, the Holders of MLP Units immediately prior to the Effective Time shall have continued rights to any distribution, without interest, with respect to such MLP Units with a record date occurring prior to the Effective Time that may have been declared or made by MLP on such MLP Units in accordance with the terms of this Agreement and which remains unpaid at the Effective Time. Such distributions by MLP are not part of the Applicable Merger Consideration, and shall be paid on the payment date set therefor to such Holders of MLP Units whether or not they exchange their Certificates pursuant to Section 3.4. At the close of business on the Closing Date, the unit transfer books of MLP shall be closed and there shall be no further registration of transfers on the unit transfer books of MLP with respect to the MLP Units.

SECTION 3.3 Anti-Dilution Provisions. If between the Execution Date and the Effective Time, whether or not permitted pursuant to the terms of this Agreement, the outstanding MLP Units or Buyer Common Units shall be changed into a different number of units or other securities by reason of any split, reclassification, recapitalization, combination, merger, consolidation, reorganization or other similar transaction or event, or any distribution payable in equity securities shall be declared thereon with a record date within such period (other than distributions in kind to the Holders of MLP Class D Units or the holders of the MLP Incentive Distribution Rights pursuant to the MLP Partnership Agreement), the Applicable Merger Consideration (and the number of New Buyer Common Units issuable in the Merger), and the form of securities issuable in the Merger shall be appropriately adjusted to provide the Holders of MLP Units the same economic effect as contemplated by this Agreement prior to such event.

SECTION 3.4 Exchange of Certificates.

(a) Exchange Agent. Prior to the mailing of the Proxy Statement/Prospectus, Buyer shall appoint American Stock Transfer and Trust Company, LLC or a commercial bank or trust company reasonably acceptable to MLP to act as exchange agent hereunder for the purpose of exchanging Certificates for the Applicable Merger Consideration (the “Exchange Agent”). At or before the Effective Time, Buyer shall deposit with the Exchange Agent for the benefit of the Holders of MLP Units for exchange in accordance with this Article III, through the Exchange Agent, certificates representing New Buyer Common Units and an amount of cash sufficient to effect the delivery of the Cash Consideration less the CW Holdings Cash Payment Amount. Before the Effective Time, CW Holdings shall deposit with the Exchange Agent for the benefit of the Holders of MLP Units (other than the CW Holders) for exchange in accordance with this Article III,

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through the Exchange Agent, the CW Holdings Cash Payment Amount. Buyer agrees to make available to the Exchange Agent, from time to time as needed, cash sufficient to pay any distributions pursuant to Section 3.2 and Section 3.4(c) and to make Fractional Unit Payments pursuant to Section 3.4(e), in each case without interest. Any cash and certificates representing New Buyer Common Units deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Applicable Merger Consideration contemplated to be paid for the MLP Units pursuant to this Agreement out of the Exchange Fund. Except as contemplated by Sections 3.4(c) and Section 3.4(e), the Exchange Fund shall not be used for any other purpose.

(b) Exchange Procedures. Promptly after the Effective Time (but in no event later than five Business Days after the Effective Time), Buyer shall cause the Exchange Agent to mail to each record holder of MLP Units as of the Effective Time a letter of transmittal (the “Letter of Transmittal”) (which shall specify that in respect of certificated MLP Units, delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall have such other provisions as may be necessary for the Holders of MLP Units to be admitted as Additional Limited Partners in Buyer and which shall be in such form and have such other provisions as Buyer General Partner and MLP General Partner may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Applicable Merger Consideration payable in respect therefor. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, each holder who held MLP Units immediately prior to the Effective Time shall be entitled to receive upon surrender of the Certificates therefor (i) certificates for New Buyer Common Units representing, in the aggregate, the whole number of New Buyer Common Units that such holder has the right to receive pursuant to this Article III (after taking into account all MLP Units then held by such holder) and (ii) a check in an amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to this Article III, including the Cash Consideration, any Fractional Unit Payments pursuant to Section 3.4(e) and distributions pursuant to Section 3.4(c). No interest shall be paid or accrued on any Applicable Merger Consideration or any distributions payable pursuant to Section 3.4(c). In the event of a transfer of ownership of MLP Common Units that is not registered in the transfer records of MLP, the Applicable Merger Consideration payable in respect of such MLP Common Units may be paid to a transferee, if the Certificate representing such MLP Common Units is presented to the Exchange Agent, and in the case of both certificated and book-entry MLP Common Units, accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Applicable Merger Consideration in any name other than that of the record holder of such MLP Common Units, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.4(b), each Certificate shall be deemed at any time after the Effective Time to

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represent only the right to receive upon such delivery and surrender the Applicable Merger Consideration payable in respect of MLP Units, distributions pursuant to Section 3.4(c), and (without the necessity of such surrender) any cash or distributions to which such holder is entitled pursuant to Section 3.2.

(c) Distributions with Respect to Unexchanged Certificates. No dividends or other distributions declared with respect to Buyer Common Units with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to New Buyer Common Units that such holder would be entitled to receive in accordance herewith and no Fractional Unit Payment shall be paid to any such holder until such holder shall have delivered the required documentation and surrendered any such Certificate in accordance with this Article III. Subject to applicable Law, following compliance with the requirements of Section 3.4(b), there shall be paid to each such holder of New Buyer Common Units, without interest, (i) promptly after such compliance, the amount of any Fractional Unit Payment to which such holder is entitled pursuant to Section 3.4(e) and the amount of dividends or other distributions previously paid with respect to the New Buyer Common Units issuable with respect to such Certificate that have a record date after the Effective Time and a payment date on or prior to the time of surrender and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such New Buyer Common Units with a record date after the Effective Time and prior to such surrender and a payment date subsequent to such surrender.

(d) No Further Ownership Rights in MLP Common Units or MLP Class D Units. The Applicable Merger Consideration paid upon conversion of an MLP Common Unit or Class D Unit in accordance with the terms hereof and any declared distributions to be paid on MLP Common Units or MLP Class D Units as described in Section 3.2(c) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such MLP Units.

(e) Fractional Units. No certificates or scrip representing fractional New Buyer Common Units or book-entry credit of the same shall be issued upon the surrender of MLP Common Units or MLP Class D Units outstanding immediately prior to the Effective Time, and such fractional units shall not entitle the owner thereof to vote or to any rights as a unitholder of Buyer. Notwithstanding any other provision of this Agreement, each registered holder of MLP Units converted in the Merger who would otherwise have been entitled to receive a fractional New Buyer Common Unit (after taking into account all MLP Units exchanged by such holder) shall receive, in lieu thereof, from Buyer in exchange for such fractional unit, an amount (a “Fractional Unit Payment”) in cash (without interest rounded up to the nearest whole cent) equal to the product of (i) such fraction, multiplied by (ii) the average of the closing price of Buyer Common Units on the NYSE Composite Transaction Reporting System as reported in The Wall Street Journal (but subject to correction for typographical or other manifest errors in such reporting) over the five-day trading period ending on the third trading day immediately preceding the Effective Time. For the avoidance of doubt, all references to the “Applicable Merger Consideration” shall be deemed to include Fractional Unit Payments (if any), unless the context suggests otherwise.

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(f) Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the Holders of the Certificates for twelve months after the Closing Date shall be delivered to Buyer, upon demand by Buyer, and any Holders of the Certificates who have not theretofore complied with this Article III shall thereafter look only to Buyer and only as general creditors thereof for payment of their claim for New Buyer Common Units, any Fractional Unit Payment and any distributions with respect to New Buyer Common Units to which such Holders may be entitled. If any Certificates shall not have been surrendered prior to such date on which any New Buyer Common Units, any Fractional Unit Payment or any distributions with respect to New Buyer Common Units in respect of such Certificate would escheat to or become the property of any Governmental Entity, any such units, cash, dividends or distributions in respect of such Certificates shall, to the extent permitted by applicable Law, become the property of Buyer, free and clear of all claims or interest of any Person previously entitled thereto.

(g) No Liability. To the fullest extent permitted by Law, none of Buyer, Buyer General Partner, MLP, MLP General Partner, the Surviving Entity or their respective Representatives shall be liable to any Person in respect of any New Buyer Common Units (or distributions with respect thereto) or Fractional Unit Payment properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(h) Withholding. Each of Buyer, the Surviving Entity and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of MLP Units such amounts or securities as Buyer, the Surviving Entity or the Exchange Agent is required to deduct and withhold under the Code or any provision of state, local or foreign Tax law, with respect to the making of such payment or issuance. To the extent that amounts or securities are so withheld by Buyer, the Surviving Entity or the Exchange Agent, such withheld amounts or securities shall be treated for all purposes of this Agreement as having been paid or issued to the holder of MLP Units in respect of whom such deduction and withholding was made by Buyer, the Surviving Entity or the Exchange Agent, as the case may be.

(i) Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such Person of an indemnity agreement or a bond, in a customary amount, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay in exchange for such lost, stolen or destroyed Certificate the Applicable Merger Consideration payable in respect of the MLP Units represented by such Certificate and any distributions to which the Holders thereof are entitled pursuant to Section 3.4(b) or (c).

(j) Book Entry and Admission of Holders of New Buyer Common Units as Additional Limited Partners of Buyer. All New Buyer Common Units to be issued in the Merger shall be issued in book-entry form, without physical certificates. Upon the issuance of New Buyer Common Units to the Holders of MLP Units in accordance with this Section 3.4, Buyer and Buyer General Partner shall be deemed to have automatically

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consented to the admission of such holder as a limited partner of Buyer in respect of its New Buyer Common Units and shall reflect such admission on the books and records of Buyer.

(k) Investment of the Exchange Fund. Buyer shall cause the Exchange Agent to invest any cash included in the Exchange Fund as directed by Buyer on a daily basis, in Buyer’s sole discretion; provided, however, that (i) any investment of such Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government and (ii) no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable to MLP unitholders pursuant to the other provisions of this Section 3.4. Any interest and other income resulting from such investments shall be paid promptly to Buyer.

SECTION 3.5 Treatment of Awards under MLP Unit Plan.

(a) MLP Restricted Common Units. All restrictions on each MLP Common Unit that is a restricted unit issued pursuant to the MLP Unit Plan (an “MLP Restricted Common Unit”) outstanding immediately prior to the Effective Time shall, immediately prior to the Effective Time, lapse. Each such MLP Restricted Common Unit outstanding as of the Effective Time (other than any MLP Restricted Common Units surrendered in connection with the payment of Taxes, if any, due upon the lapse of restrictions described in this Section 3.5(a), as permitted by and in accordance with the terms and conditions of the MLP Unit Plan) shall be considered an outstanding MLP Common Unit for all purposes of this Agreement, including with respect to the right to receive the Merger Consideration in accordance with this Article III.

(b) MLP Phantom Units. Each MLP Phantom Unit that is outstanding immediately prior to the Effective Time shall, immediately prior to the Effective Time, automatically and without any action on the part of the holder thereof, vest in full and the restrictions with respect thereto shall lapse. Each such MLP Common Unit that shall be issued in settlement of such MLP Phantom Unit (other than any MLP Common Units withheld in connection with the payment of Taxes, if any, due with respect to such MLP Phantom Units, as permitted by and in accordance with the terms and conditions of the MLP Unit Plan) shall be considered outstanding as of the Effective Time for all purposes of this Agreement, including with respect to the right to receive the Merger Consideration in accordance with this Article III. Each MLP Phantom Unit that is payable solely in cash and that vests pursuant to this Section 3.5(b) shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, vest in full and shall become immediately payable in cash.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE MLP PARTIES

Except as disclosed in the MLP SEC Reports (excluding any disclosures set forth in any “risk factor” section and in any section relating to forward-looking statements, to the extent that they are cautionary, predictive or forward-looking in nature) filed prior to the Execution Date or

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as set forth in a section of the MLP Disclosure Schedule corresponding to the applicable Sections of this Article IV to which such disclosure applies (provided that any information set forth in one section of the MLP Disclosure Schedule shall be deemed to apply to each other section thereof to which its relevance is reasonably apparent on its face, except that no such information shall be deemed to apply, and no disclosure in the MLP SEC reports shall be deemed to be an exception, to Section 4.2(a), Section 4.3(a), Section 4.3(b) or Section 4.17(a)), the MLP Parties hereby represent and warrant, jointly and severally, to the Buyer Parties that:

SECTION 4.1 Organization; Qualification.

(a) Each of the MLP Group Entities is a limited partnership, limited liability company, corporation or otherwise duly organized, validly existing and in good standing under the law of its jurisdiction of organization. Each of the MLP Group Entities has all requisite partnership, limited liability company, corporate or other power and authority, as the case may be, to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted, except in each case where the failure to be duly organized, validly existing or to have such power or authority, individually or in the aggregate, does not constitute an MLP Material Adverse Effect.

(b) Section 4.1(b) of the MLP Disclosure Schedule sets forth, as of the Execution Date, a true and complete list of the MLP Group Entities, together with (i) the legal nature of each such Person, (ii) the jurisdiction of organization or formation of such Person, (iii) the name of the MLP Group Entity that owns directly or of record any equity or similar interest in such Person and (iv) the interest (expressed in a percentage or other amount) owned by such MLP Group Entity in such Person. Each of the MLP Group Entities is duly qualified and in good standing to do business as a foreign limited partnership, limited liability company, corporation or otherwise, as the case may be, in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, does not constitute an MLP Material Adverse Effect.

(c) Each of the MLP Parties has heretofore made available to Buyer complete and correct copies of its Governing Documents, in each case as amended to the Execution Date, and such Governing Documents are in full force and effect.

SECTION 4.2 Authority; No Violation; Consents and Approvals.

(a) Each of the MLP Parties has all requisite limited liability company or partnership power and authority, as applicable, to enter into this Agreement and to carry out its obligations hereunder and, subject to, with respect to consummation of the Merger, MLP Unitholder Approval, to consummate the transactions contemplated hereby. The execution, delivery and performance by each MLP Party of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company or partnership, as applicable, action on the part of such MLP Party. Subject to MLP Unitholder Approval, no other limited liability company or partnership proceedings are necessary to consummate the transactions contemplated by

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this Agreement (except for the filing of the appropriate merger documents as required by Delaware law). This Agreement has been duly executed and delivered by each MLP Party and, assuming the due authorization, execution and delivery hereof by the Other Parties, constitutes a legal, valid and binding agreement of each MLP Party, enforceable against such MLP Party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law)). The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a “Unit Majority” (as such term is defined in the MLP Partnership Agreement) (the “MLP Unitholder Approval”) is the only additional vote of partnership interests in MLP necessary to approve this Agreement and the Merger.

(b) Assuming the consents, approvals and filings referred to in Section 4.2(b) of the MLP Disclosure Schedule and the MLP Unitholder Approval are obtained or made, neither the execution and delivery by the MLP Parties of this Agreement, nor the consummation by the MLP Parties of the transactions contemplated hereby, nor compliance by the MLP Parties with any of the terms or provisions of this Agreement, will (i) violate any provision of the Governing Documents of any of the MLP Group Entities; (ii) result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any agreement, permit, franchise, note, indenture, bond, mortgage, lease or instrument to which any of the MLP Group Entities is a party or by or to which any of their properties are bound; (iii) result in the creation of an Encumbrance, other than Permitted Encumbrances, upon or require the sale or give any Person the right to acquire any of the assets of any of the MLP Group Entities, or restrict, hinder, impair or limit the ability of any of the MLP Group Entities to carry on its business as and where it is now being carried on; or (iv) violate any Law applicable to the MLP Group Entities, except for matters described in clauses (ii), (iii) or (iv) that do not, individually or in the aggregate, constitute an MLP Material Adverse Effect.

(c) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity, is required to be obtained or made by any MLP Group Entity in connection with the execution and delivery of this Agreement by the MLP Parties or the consummation by the MLP Parties of the transactions contemplated by this Agreement, except for: (i) the filing with the SEC of (A) a proxy statement in preliminary and definitive form relating to the meeting of the unitholders of MLP to be held in connection with adoption of this Agreement and (B) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (ii) the filing of the certificate of merger with the Office of the Secretary of State of the State of Delaware; (iii) any filings, consents, authorizations, approvals or exemptions in connection with compliance with the rules of the NYSE; (iv) such filings, consents, authorizations, approvals or exemptions as may be required by any applicable state

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securities or “blue sky” or takeover laws; and (v) any such consent, approval, order, authorization, registration, filing, or permit that the failure to obtain or make do not constitute, individually or in the aggregate, an MLP Material Adverse Effect.

SECTION 4.3 Capitalization.

(a) MLP General Partner is the sole general partner of MLP. MLP General Partner is the sole record and beneficial owner of the MLP General Partner Interest and MLP Incentive Distribution Rights, and such general partner interest and MLP Incentive Distribution Rights have been duly authorized and validly issued in accordance with applicable Law and the MLP Partnership Agreement. Except as provided in the MLP Partnership Agreement, MLP General Partner owns the MLP General Partner Interest and MLP Incentive Distribution Rights free and clear of any Encumbrances. As of the Execution Date, CW Gas Holdings is the sole member of MLP General Partner and is the sole record and beneficial owner of all limited liability company interests in MLP General Partner, and such limited liability company interest has been duly authorized and validly issued in accordance with applicable Law and the Governing Documents of MLP General Partner. CW Gas Holdings owns such limited liability company interest free and clear of any Encumbrances other than Permitted Encumbrances.

(b) As of the Execution Date, MLP has no partnership or other equity interests issued and outstanding other than the following:

(i) 53,696,845 MLP Common Units (excluding any MLP Restricted Common Units and MLP Phantom Units);

(ii) 6,190,469 MLP Class D Units, all of which are owned beneficially and of record by CW Gas Holdings;

(iii) the MLP Incentive Distribution Rights;

(iv) 68,079 MLP Restricted Common Units;

(v) 269,969 MLP Phantom Units (of which 8,156 of such MLP Phantom Units are payable solely in cash); and

(vi) the MLP General Partner Interest.

Each of the outstanding MLP Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with applicable Law and the MLP Partnership Agreement, and are fully paid (to the extent required under the MLP Partnership Agreement) and non-assessable (except to the extent such non-assessability may be affected by Sections 17-607 and 17-804 of DRULPA). Such MLP Units were not issued in violation of any pre-emptive or similar rights. Except as set forth in this Section 4.3 and in Section 4.3(b) of the MLP Disclosure Schedule, (i) there are no outstanding options, warrants, subscriptions, puts, calls or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating any of the MLP Group Entities to offer, issue, sell, redeem, repurchase,

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otherwise acquire or transfer, pledge or encumber any equity interest in any of the MLP Group Entities; (ii) there are no outstanding securities or obligations of any kind of any of the MLP Group Entities that are convertible into or exercisable or exchangeable for any equity interest in any of the MLP Group Entities or any other Person, and none of the MLP Group Entities has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities; (iii) there are no outstanding equity appreciation rights, phantom equity or similar rights based on the value of the equity, book value, income or any other attribute of any of the MLP Group Entities; (iv) there are no outstanding bonds, debentures or other evidences of indebtedness of any of the MLP Group Entities having the right to vote (or that are exchangeable for or convertible or exercisable into securities of any MLP Group Entity or securities having the right to vote) with the Holders of the MLP Units on any matter; and (v) except as described in the MLP Partnership Agreement, there are no unitholder agreements, proxies, voting trusts, rights to require registration under securities Law or other arrangements or commitments to which any of the MLP Group Entities is a party or by which any of their securities are bound with respect to the voting, disposition or registration of any outstanding securities of any of the MLP Group Entities.

(c) Other than with respect to the MLP Group Entities, MLP does not own beneficially, directly or indirectly, any equity securities or similar interests of any Person. All of the outstanding shares of capital stock or other equity interests of each MLP Subsidiary (i) have been duly authorized and validly issued, (ii) except as provided in the applicable Governing Documents and for Permitted Encumbrances, are owned, directly or indirectly, by MLP free and clear of any Encumbrances and (iii) in the case of corporations, are fully paid and non-assessable.

(d) Except with respect to the ownership of any equity or long-term debt securities between or among the MLP Group Entities, none of the MLP Group Entities owns or will own at the Closing Date, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity.

SECTION 4.4 Financial Statements. The historical financial statements of MLP included in the MLP SEC Reports, including all related notes and schedules (the “MLP Financial Statements”): (i) comply as to form in all material respects with the Securities Act, Exchange Act and applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) fairly present in all material respects the consolidated financial position of MLP and the MLP Subsidiaries, as of the respective dates thereof, and the consolidated results of operations, cash flows and changes in partners’ equity of the entities to which such MLP Financial Statements relate for the periods indicated; and (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Rule 10-01 of Regulation S-X) and subject, in the case of interim financial statements, to normal year-end adjustments.

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SECTION 4.5 Absence of Undisclosed Liabilities.

(a) Neither MLP nor any of the MLP Subsidiaries has any indebtedness or liability, absolute or contingent, which is of a nature required to be reflected on the balance sheet of MLP or in the notes thereto, in each case prepared in conformity with GAAP, and which is not shown or reserved against on the MLP Financial Statements, other than

(i) liabilities incurred or accrued in the ordinary course of business consistent with past practice since December 31, 2012, including liens for current Taxes and assessments not in default;

(ii) liabilities of MLP or any of the MLP Subsidiaries that, individually or in the aggregate, are not material to the MLP Group Entities, taken as a whole; or

(iii) liabilities that have been discharged or paid in full prior to the Execution Date.

(b) Neither MLP nor any of the MLP Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among MLP and any of the MLP Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, MLP in MLP’s published financial statements or any MLP SEC Reports.

SECTION 4.6 MLP SEC Reports and Internal Controls.

(a) Since December 31, 2010, all reports (except for the Proxy Statement/Prospectus, which is addressed in Section 4.7), including but not limited to the Annual Reports on Form 10-K, the Quarterly Reports on Form 10-Q and the Current Reports on Form 8-K, forms, schedules, statements and other documents required to be filed or furnished by MLP with or to the SEC, as applicable, pursuant to the Exchange Act or the Securities Act (the “MLP SEC Reports”), have been timely filed or furnished in accordance with the rules and regulations of the SEC. All such MLP SEC Reports (i) complied as to form in all material respects in accordance with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations thereunder and (ii) as of its filing date in the case of any Exchange Act report and as of its effective date in the case of any Securities Act filing, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Execution Date, there are no outstanding or unresolved comments received from the SEC staff with respect to the MLP SEC Reports. To the Knowledge of the MLP, none of the MLP SEC Reports is the subject of ongoing SEC review or investigation.

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(b) MLP has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. MLP’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by MLP in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to MLP’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder (the “Sarbanes-Oxley Act”). MLP’s management has completed its assessment of the effectiveness of MLP’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2012, and such assessment concluded that such controls were effective. To MLP’s Knowledge, it has disclosed, based on its most recent evaluations, to MLP’s outside auditors and the audit committee of the MLP Board (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect MLP’s ability to record, process, summarize and report financial information (as defined in Rule 13a-15(f) of the Exchange Act) and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the MLP’s internal controls over financial reporting.

SECTION 4.7 Information Supplied. None of the information to be supplied by the MLP Group Entities for inclusion in (a) the Proxy Statement/Prospectus to be filed with the SEC, and any amendments or supplements thereto, or (b) the Registration Statement to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto, will, at the respective times such documents are filed, and, in the case of the Proxy Statement/Prospectus, at the time the Proxy Statement/Prospectus or any amendment or supplement thereto is first mailed to MLP Unitholders, at the time of the MLP Unitholders’ Meeting and at the Effective Time, and, in the case of the Registration Statement, when it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be made therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

SECTION 4.8 Compliance with Applicable Law; Permits.

(a) Except with respect to Tax matters (which are provided for in Section 4.14), Environmental Law (which is provided for in Section 4.11) and employee benefit matters (which are provided for in Section 4.15), each of the MLP Group Entities is in compliance with all, and is not in default under or in violation of any, applicable Law, other than any noncompliance, default or violation which would not, individually or in the aggregate, constitute an MLP Material Adverse Effect. No MLP Group Entity has received any written communication within the past two years from a Governmental Entity that alleges that any MLP Group Entity is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would not constitute, individually or in the aggregate, an MLP Material Adverse Effect.

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(b) The MLP Group Entities are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are now being conducted (collectively, the “MLP Permits”), except where the failure to be in possession of such MLP Permits would not, individually or in the aggregate, constitute an MLP Material Adverse Effect. None of the MLP Group Entities is in default or violation of any of the MLP Permits, except for any such defaults or violations that would not, individually or in the aggregate, constitute an MLP Material Adverse Effect. No suspension or cancellation of any of the MLP Permits is pending or, to the Knowledge of MLP, threatened, except where such suspension or cancellation would not constitute, individually or in the aggregate, an MLP Material Adverse Effect. As of the Execution Date, to the Knowledge of MLP, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the MLP Group Entities under, any MLP Permit, or has caused (or would cause) an applicable Governmental Entity to fail or refuse to issue, renew or extend any MLP Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not constitute, individually or in the aggregate, an MLP Material Adverse Effect.

SECTION 4.9 Material Contracts.

(a) Except for those agreements filed as exhibits to the MLP SEC Reports and those agreements set forth on Section 4.9(a) of the MLP Disclosure Schedule (collectively, the “MLP Material Agreements”), none of the MLP Group Entities is a party to, or is bound by, any agreements, contracts or commitments (whether written or oral):

(i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);

(ii) which constitutes a contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $10,000,000;

(iii) which contains any provision that prior to or following the Effective Time would materially restrict or alter the conduct of business of, or purport to materially restrict or alter the conduct of business of, whether or not binding on, MLP or any controlled Affiliate of MLP, including by materially restricting the disposition of any business or assets;

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(iv) which is a lease or license (whether of real, personal or intangible property) providing for annual rentals or fees of $5,000,000 or more that cannot be terminated by any MLP Group Entity on not more than 60 days’ notice without payment by such MLP Group Entity of any material penalty;

(v) which is an agreement for the purchase of materials, supplies, goods, services, equipment or other assets that in each case both (A) cannot be terminated by any MLP Group Entity on not more than 60 days’ notice without payment by any of MLP Group Entity of any material penalty and (B) involves annual revenues or payments in excess of $10,000,000;

(vi) which is a partnership, joint venture or other similar agreement or arrangement;

(vii) which is a contract relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) with a purchase price of $10,000,000 or more;

(viii) any contract that relates to any commodity or interest rate swap, cap or collar or other similar hedging or derivate transactions, other than any contract for purchase and sale of commodities and the associated hedging instruments entered into in the ordinary course of business consistent with past practice;

(ix) any contract relating to the gathering, processing, treating, transportation, storage, sale or purchase of natural gas, condensate or other liquid or gaseous hydrocarbons or the products therefrom, or the provision of services related thereto (including any operation, operation servicing or maintenance contract) in each case that involves annual revenues or payments in excess of $10,000,000; or

(x) any contract relating to the construction of capital assets or other capital expenditures in each case that involves annual revenues or payments in excess of $10,000,000.

(b) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); provided, however, that any indemnity, contribution and exoneration provisions contained in any such MLP Material Agreement may be limited by applicable Law and public policy, each of the MLP Material Agreements (i) constitutes the valid and binding obligation of the applicable MLP Group Entity and, to the Knowledge of the MLP Parties, constitutes the valid and binding obligation of the other parties thereto, (ii) is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon

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the consummation of the transactions contemplated by this Agreement, in each case unless the failure to be so would not constitute, individually or in the aggregate, an MLP Material Adverse Effect.

(c) There is not, to the Knowledge of any of the MLP Parties, under any MLP Material Agreement, any default or event which, with notice or lapse of time or both, would constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained or which would not constitute, individually or in the aggregate, an MLP Material Adverse Effect.

SECTION 4.10 Legal Proceedings. There are no pending (or, to the Knowledge of the MLP Parties, threatened) Proceedings, with respect to which any MLP Group Entity has been contacted in writing by counsel for the plaintiff or claimant, against or affecting any MLP Group Entity or any of their properties, assets, operations or business and which constitute, individually or in the aggregate, an MLP Material Adverse Effect. Except as would not individually or in the aggregate constitute an MLP Material Adverse Effect, none of the MLP Group Entities is a party or subject to or in default under any Order applicable to it or any of its properties, assets, operations or business.

SECTION 4.11 Environmental Matters. Except as reflected in the MLP Financial Statements, and except for any such matter that individually or in the aggregate would not constitute an MLP Material Adverse Effect:

(a) each of the MLP Group Entities and its assets, real properties and operations are in compliance with all Environmental Law and Environmental Permits;

(b) each of the MLP Group Entities has, as applicable, developed and submitted or obtained and maintained all Environmental Permits necessary for the conduct and operation of its business as currently conducted and operated, and all such Environmental Permits are in full force and effect and to the Knowledge of the MLP Parties, there is no pending or threatened challenge to any Environmental Permit or reason to believe any pending application for any Environmental Permit will not be approved in reasonably acceptable form and substance;

(c) none of the MLP Group Entities has received any written notice from any Person alleging with respect to any of the MLP Group Entities, the violation of or liability under any Environmental Law (including liability as a potentially responsible party under CERCLA or any analogous state laws) or any Environmental Permit, and to the Knowledge of the MLP Parties, no occurrence or condition exists that would reasonably be expected to result in the receipt of such notice;

(d) there has been no Release of any Hazardous Material at, on, under or from any real properties or facilities as a result of the operations of the MLP Group Entities that has not been remediated as required by any Environmental Law or Environmental Permit or otherwise adequately reserved for in the MLP Financial Statements and to the Knowledge of the MLP Parties, there is no occurrence or condition relating to any such Release that would reasonably be expected to result in any of the MLP Group Entities having liability under any Environmental Law or Environmental Permit; and

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(e) the MLP Group Entities have provided or otherwise made available to the Buyer Group Entities true and complete copies of all material written environmental assessment reports that have been prepared by or on behalf of the MLP Group Entities and that are in any of the MLP Group Entities’ possession.

This Section 4.11, and Sections 4.2(b) and 4.2(c), 4.5, 4.9 and 4.13 hereof, constitute the sole and exclusive representation and warranty of the MLP Parties with respect to Environmental Permits, the Release of or exposure to Hazardous Materials and Environmental Law.

SECTION 4.12 Title to Properties and Rights of Way.

(a) Each of the MLP Group Entities has indefeasible title to all material real property and good title to all material tangible personal property owned by such MLP Group Entity, in each case which is material to the business of such MLP Group Entity, free and clear of all Encumbrances except Permitted Encumbrances, except as would not, individually or in the aggregate, constitute an MLP Material Adverse Effect.

(b) Each of the MLP Group Entities owns or has the right to use such consents, easements, rights-of-way, permits or licenses from each Person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the MLP SEC Reports, except for such rights-of-way the absence of which would not, individually or in the aggregate, result in an MLP Material Adverse Effect. Each such right-of-way is valid and enforceable, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law), and grant the rights purported to be granted thereby and all rights necessary thereunder for the current operation of the businesses of the MLP Group Entities, except where the failure of any such right-of-way to be valid or enforceable or to grant the rights purported to be granted thereby or necessary thereunder would not, individually or in the aggregate, result in an MLP Material Adverse Effect. Each of the MLP Group Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and, to the Knowledge of the MLP Parties, no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for any failure to fulfill or perform or any such revocations, terminations and impairments that would not, individually or in the aggregate, result in an MLP Material Adverse Effect; and no such rights-of-way contain any restriction that materially prevents the operation of the businesses of the MLP Group Entities, taken as a whole, and as currently conducted.

(c) There is no pending (or, to the Knowledge of the MLP Parties, threatened) condemnation of any material part of the real property used and necessary for the conduct of the businesses of the MLP Group Entities, as they are presently conducted, by any Governmental Entity or other Person.

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SECTION 4.13 Insurance. The MLP Group Entities own, hold, maintain, or are entitled to the benefits of, insurance covering their properties, operations, personnel and businesses in amounts required by applicable Law and customary for the businesses in which they operate. The MLP Group Entities are in compliance with the terms of all insurance policies in all material respects; and there are no material claims by any of the MLP Group Entities under any such insurance policy as to which any insurance company is denying liability or defending under a reservation of rights clause. Except as would not, individually or in the aggregate, constitute an MLP Material Adverse Effect, none of the MLP Group Entities has received any written notice from any insurer or agent of such insurer that such insurer has cancelled or terminated or has initiated procedures to cancel or terminate any insurance policy.

SECTION 4.14 Tax Matters. Except as would not, individually or in the aggregate, constitute an MLP Material Adverse Effect:

(a) each of the MLP Parties and the MLP Subsidiaries has filed when due (taking into account extensions of time for filing) all Tax Returns required to be filed by it;

(b) all Taxes owed by the MLP Parties and the MLP Subsidiaries (whether or not shown on any Tax Return) have been duly and timely paid in full;

(c) there is no Proceeding now pending against any of the MLP Parties or the MLP Subsidiaries in respect of any Tax or Tax Return, nor has any written adjustment with respect to a Tax Return or written claim for additional Tax been received by any MLP Party or its Subsidiaries that is still pending;

(d) no written claim has been made by any Tax authority in a jurisdiction where any of the MLP Parties or the MLP Subsidiaries does not currently file a Tax Return that it is or may be subject to any material Tax in such jurisdiction, nor has any such assertion been threatened or proposed in writing and received by any MLP Party or its Subsidiaries;

(e) except as set forth in Section 4.14(e) of the MLP Disclosure Schedule, none of the MLP Parties or the MLP Subsidiaries has any outstanding request for an extension of time within which to pay Taxes or file Tax Returns;

(f) there is no outstanding waiver or extension of any applicable statute of limitations for the assessment or collection of Taxes due from any of the MLP Parties or the MLP Subsidiaries;

(g) each of the MLP Parties and the MLP Subsidiaries has complied in all material respects with all applicable Law relating to the payment and withholding of Taxes and has duly and timely withheld and paid all material Taxes required to be withheld in connection with any amounts paid or owing to any employee, creditor, independent contractor or other party;

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(h) each of the MLP Parties and the MLP Subsidiaries that is classified as a partnership for U.S. federal tax purposes has in effect an election under Section 754 of the Code;

(i) except as set forth in Section 4.14(i) of the MLP Disclosure Schedule, none of the MLP Parties or the MLP Subsidiaries has been a member of an Affiliated group filing a consolidated federal income Tax Return and none of the MLP Parties or the MLP Subsidiaries has any liability for the Taxes of any Person (other than an MLP Party or the MLP Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract or otherwise;

(j) in each tax year since the formation of MLP up to and including the current tax year, at least 90% of the gross income of MLP has been income which is “qualifying income” within the meaning of Section 7704(d) of the Code; and

(k) except for Crestwood Midstream Finance Corporation, none of the MLP Group Entities is treated as a corporation for U.S. federal tax purposes.

SECTION 4.15 Employees/Employee Benefits.

(a) (i) Section 4.15(a)(i) of the MLP Disclosure Schedule sets forth a complete and accurate list of each material MLP Employee Benefit Plan and (ii) true, correct and complete copies (or, to the extent no such copy exists, an accurate description thereof) of each such material MLP Employee Benefit Plan and any related documents, including all amendments thereto, have been furnished or made available to Buyer. To the extent applicable, there has also been furnished or made available to Buyer, with respect to each material MLP Employee Benefit Plan, any related trust agreement or other funding instrument, the most recent favorable determination letter from the Internal Revenue Service (or opinion letter, as applicable), the reports on Form 5500 for the immediately preceding year and the attached schedules and the most recent summary plan description and summaries of material modifications thereto, if applicable, with respect to each material MLP Employee Benefit Plan.

(b) Neither MLP nor any company or other entity that is required to be treated as a single employer together with MLP under Sections 414(b), (c), (m) or (o) of the Code has any liability (whether secondary, contingent or otherwise) with respect to an Employee Benefit Plan that (i) is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA; (ii) is a multiemployer plan or a “multiple employer plan” (as such term is defined in Section 413(c) of the Code); or (iii) provides for any post-employment welfare benefits or coverage, except as required under Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B (or similar state or local law).

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(c) Except as would not constitute, individually or in the aggregate, an MLP Material Adverse Effect:

(i) the MLP Employee Benefit Plans (A) have been established and maintained (in form and in operation) in accordance with their terms and with ERISA, the Code and all other applicable Laws and (B) if intended to be qualified under Section 401(a) of the Code, are so qualified and have received a favorable determination letter as to their qualification, or if such plan is a prototype plan, an opinion or notification letter and nothing has occurred, whether by action or failure to act that could reasonably be expected to cause the loss of such qualification;

(ii) each MLP Group Entity and each entity employing or engaging any current or former MLP Related Employees is, and has been, in compliance in all respects with all applicable Law relating to the employment of labor, including all such applicable Law relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health and workers’ compensation;

(iii) no event has occurred and no condition exists that would subject an MLP Group Entity either directly or by reason of their affiliation with any company or other entity that is required to be treated as a single employer together with MLP under Sections 414(b), (c), (m) or (o) of the Code to any Tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws;

(iv) all contributions, premium payments and other payments required to be made in connection with each MLP Employee Benefit Plan have been timely made or, if applicable, accrued to the extent required by GAAP;

(v) each MLP Employee Benefit Plan maintained or sponsored by an MLP Group Entity can be unilaterally amended or terminated at any time by an MLP Group Entity without liability other than liability for benefits accrued to the date of such amendment or termination pursuant to the terms of the plan;

(vi) there are no actions, suits, or claims pending (other than routine claims for benefits) or, to the knowledge of any MLP Group Entity, threatened against, or with respect to, any of the Employee Benefit Plans and no facts or circumstances exist that could reasonably be expected to give rise to any such actions, suits or claims; and

(vii) there is no administrative investigation, audit or other administrative proceeding pending (other than routine qualification determination filings) or, to the knowledge of any MLP Group Entity, threatened, with respect to any of the MLP Employee Benefit Plans by the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency.

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(d) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not, either alone or in combination with any other event, (i) entitle any current or former director or current or former MLP Related Employee to any retirement, severance, change of control, unemployment compensation or any other payment or enhanced or accelerated benefit, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such director or MLP Related Employee, or result in any limitation on the right of the MLP Group Entities and their Affiliates to amend, merge, terminate or receive a reversion of assets from any MLP Employee Benefit Plan or related trust, (iii) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) with respect to an MLP Group Entity or its Affiliates that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) or (iv) result in the funding of any “rabbi” or similar trust pursuant to any MLP Employee Benefit Plan. No MLP Employee Benefit Plan provides for the gross-up or reimbursement of Taxes under Sections 4999 or 409A of the Code.

(e) Except as disclosed in Section 4.15(e) of the MLP Disclosure Schedule, no MLP Group Entity or entity employing or engaging MLP Related Employees is a party to, or subject to, or negotiating a collective bargaining agreement or any other contract with a labor union or representative of employees. There is no pending or, to the Knowledge of any MLP Group Entity, threatened strike, walkout or other work stoppage or any union organizing effort by or with respect to any MLP Related Employees, nor has there been any such material strike, walkout or other work stoppage or, to the Knowledge of any MLP Group Entity, union organizing effort within the past five (5) years. There is no unfair labor practice charge pending or, to the Knowledge of any MLP Group Entity, threatened against any MLP Group Entity.

SECTION 4.16 Books and Records. The minute books of MLP General Partner contain true and correct copies of all of the minutes of actions taken at all meetings of the MLP Board or audit committee thereof as of April 17, 2013 and all written consents executed in lieu of such meetings. Complete copies of all such minute books for the fiscal years ended or ending, as applicable, December 31, 2011 and 2012 through April 17, 2013 (excluding any minutes of the MLP Board or any committee thereof relating to (a) the approval or consideration of this Agreement or the transactions contemplated hereby or (b) any other strategic alternative considered by the MLP Board or any committee thereof at any time, including any MLP Takeover Proposal) have been made available to Buyer and its advisors and outside counsel subject to the obligations of the Parties contained in Section 6.2 of this Agreement.

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SECTION 4.17 Absence of Certain Changes. Since December 31, 2012 through the Execution Date, (a) no events, changes, effects or developments have occurred that have had or would be reasonably expected to have, individually or in the aggregate, an MLP Material Adverse Effect, and (b) no MLP Group Entity has taken any action which would be in violation of Section 6.1(b)(i), Section 6.1(b)(iii), Section 6.1(viii), Section 6.1(x), Section 6.1(xi), or Section 6.1(xiv) or which would have required the consent of Buyer if taken after the Execution Date.

SECTION 4.18 Regulation. None of the MLP Group Entities is an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

SECTION 4.19 Intellectual Property. MLP and the MLP Subsidiaries own or have the right to use all other Intellectual Property necessary for the operation of the businesses of each of MLP and the MLP Subsidiaries as presently conducted (collectively, the “MLP Intellectual Property”), free and clear of all Encumbrances except for Permitted Encumbrances, except where the failure to own or have the right to use such Intellectual Property would not, individually or in the aggregate, constitute an MLP Material Adverse Effect. To the Knowledge of the MLP Parties, (i) the use of the MLP Intellectual Property by MLP and the MLP Subsidiaries and the operation of the business of each of MLP and the MLP Subsidiaries as presently conducted does not infringe or misappropriate any Intellectual Property of any other Person; (ii) no Person is infringing or misappropriating the Intellectual Property of MLP and the MLP Subsidiaries; and (iii) MLP and the MLP Subsidiaries reasonably protect the operation and security of their material software and systems (and the data therein) and there have been no breaches or outages of same, except, in each case, for such matters that would not constitute, individually or in the aggregate, an MLP Material Adverse Effect.

SECTION 4.20 State Takeover Laws. No approvals are required under state takeover or similar laws in connection with the performance by the MLP Parties of their obligations under this Agreement.

SECTION 4.21 Opinion of Financial Advisor. The MLP Conflicts Committee has received the opinion of the MLP Conflicts Committee Financial Advisor, dated the Execution Date, to the effect that, as of such date, and based upon and subject to the assumptions, qualifications and limitations and other matters set forth therein, the Merger Consideration is fair, from a financial point of view, to the Holders of MLP Units (other than MLP General Partner, CW Gas Holdings and their respective Affiliates) (the “MLP Fairness Opinion”). MLP has been authorized by the MLP Conflicts Committee Financial Advisor to permit the inclusion of the MLP Fairness Opinion and, with the prior consent of the MLP Conflicts Committee Financial Advisor as required by the engagement letter between the MLP Conflicts Committee Financial Advisor and MLP, references thereto in the Proxy Statement.

SECTION 4.22 Approvals.

(a) MLP General Partner has approved this Agreement, the Merger and the other transactions contemplated by this Agreement (the “MLP Merger Transactions”) as required by applicable Law and the MLP Partnership Agreement. The MLP Board, at a

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meeting duly called and held, has by unanimous vote of the members of the MLP Board present, has (a) determined that this Agreement and the MLP Merger Transactions are advisable, fair to and in the best interests of MLP and the MLP Unitholders; (b) approved this Agreement and the MLP Merger Transactions; (c) directed that this Agreement be submitted to the MLP Unitholders for adoption; and (d) recommended that this Agreement be adopted by the MLP Unitholders.

(b) The MLP Conflicts Committee, at a meeting duly called and held, has by unanimous vote approved this Agreement and the Merger by “Special Approval” (as such term is defined by the MLP Partnership Agreement).

SECTION 4.23 Brokers’ Fees. Except for the fees and expenses payable to the MLP Financial Advisor and the MLP Conflicts Committee Financial Advisor (which amounts have been disclosed to Buyer prior to the Execution Date), none of the MLP Group Entities, nor any of their respective officers or directors has employed any broker, finder or other Person or incurred any liability on behalf of any MLP Group Entity, any Buyer Group Entity or itself for any advisory, brokerage, finder, success, deal completion or similar fees or commissions in connection with the transactions contemplated by this Agreement.

SECTION 4.24 Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV, THE MLP PARTIES ARE NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE MLP UNITS OR THE BUSINESS, ASSETS OR LIABILITIES OF ANY MLP GROUP ENTITY, INCLUDING, IN PARTICULAR, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES

Except as disclosed in the Buyer SEC Reports (excluding any disclosures set forth in any “risk factor” section and in any section relating to forward-looking statements, to the extent that they are cautionary, predictive or forward-looking in nature) filed prior to the Execution Date or as set forth in a section of the Buyer Disclosure Schedule corresponding to the applicable Sections of this Article V to which such disclosure applies (provided that any information set forth in one section of the Buyer Disclosure Schedule shall be deemed to apply to each other section thereof to which its relevance is reasonably apparent on its face, except that no such information shall be deemed to apply, and no disclosure in the Buyer SEC reports shall be deemed to be an exception, to Section 5.2(a), Section 5.3(a), Section 5.3(b) or Section 5.17(a)), the Buyer Parties hereby represent and warrant, jointly and severally, to the MLP Parties that:

SECTION 5.1 Organization; Qualification.

(a) Each of the Buyer Group Entities is a limited partnership, limited liability company, corporation or otherwise duly organized, validly existing and in good standing under the law of its jurisdiction of organization. Each of the Buyer Group Entities has all

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requisite partnership, limited liability company, corporate or other power and authority, as the case may be, to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted, except in each case where the failure to be organized, validly existing or to have such power or authority, individually or in the aggregate, does not constitute a Buyer Material Adverse Effect.

(b) Section 5.1(b) of the Buyer Disclosure Schedule sets forth, as of the Execution Date, a true and complete list of the Buyer Group Entities, together with (i) the legal nature of each such Person, (ii) the jurisdiction of organization or formation of such Person, (iii) the name of the Buyer Group Entity that owns directly or of record any equity or similar interest in such Person and (iv) the interest (expressed in a percentage or other amount) owned by such Buyer Group Entity in such Person. Each of the Buyer Group Entities is duly qualified and in good standing to do business as a foreign limited partnership, limited liability company, corporation or otherwise, as the case may be, in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, does not constitute a Buyer Material Adverse Effect.

(c) Each of the Buyer Parties has heretofore made available to MLP complete and correct copies of its Governing Documents, in each case as amended to the Execution Date, and such Governing Documents are in full force and effect.

SECTION 5.2 Authority; No Violation; Consents and Approvals.

(a) Each of the Buyer Parties has all requisite limited liability company or partnership power and authority, as applicable, to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each Buyer Party of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company or partnership action, as applicable, on the part of such Buyer Party, and no other limited liability company or partnership proceedings are necessary to consummate the transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by Delaware law). This Agreement has been duly executed and delivered by each Buyer Party and, assuming the due authorization, execution and delivery hereof by the Other Parties, constitutes a legal, valid and binding agreement of each Buyer Party, enforceable against such Buyer Party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law)).

(b) After giving effect to the transactions contemplated by the documents referred to in Section 5.2(b) of the Buyer Disclosure Schedule, neither the execution and delivery by the Buyer Parties of this Agreement, nor the consummation by the Buyer Parties of the transactions contemplated hereby, nor compliance by the Buyer Parties

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with any of the terms or provisions of this Agreement, will (i) violate any provision of the Governing Documents of any of the Buyer Group Entities; (ii) result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any agreement, permit, franchise, note, indenture, bond, mortgage, lease or instrument to which any of the Buyer Group Entities is a party or by or to which any of their properties are bound; (iii) result in the creation of an Encumbrance, other than Permitted Encumbrances, upon or require the sale or give any Person the right to acquire any of the assets of any of the Buyer Group Entities, or restrict, hinder, impair or limit the ability of any of the Buyer Group Entities to carry on its business as and where it is now being carried on; or (iv) violate any Law applicable to the Buyer Group Entities, except for matters described in clauses (ii), (iii) or (iv) that do not, individually or in the aggregate, constitute a Buyer Material Adverse Effect.

(c) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity, is required to be obtained or made by any Buyer Group Entity in connection with the execution and delivery of this Agreement by the Buyer Parties or the consummation by the Buyer Parties of the transactions contemplated by this Agreement, except for: (i) the filing with the SEC of (A) the Registration Statement and (B) such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (ii) filings with the NYSE; (iii) any filings, consents, authorizations, approvals or exemptions in connection with compliance with the rules of the NYSE; (iv) such filings, consents, authorizations, approvals or exemptions as may be required by any applicable state securities or “blue sky” or takeover laws; and (v) any such consent, approval, order, authorization, registration, filing, or permit that the failure to obtain or make do not constitute, individually or in the aggregate, a Buyer Material Adverse Effect.

SECTION 5.3 Capitalization.

(a) Buyer General Partner is the sole general partner of Buyer. Buyer General Partner is the sole record and beneficial owner of the non-economic general partner interest in Buyer, and such general partner interest has been duly authorized and validly issued in accordance with applicable Law and the Buyer Partnership Agreement. Buyer General Partner owns such general partner interest free and clear of any Encumbrances, except for Encumbrances (i) contained in the Governing Documents of Buyer and Buyer General Partner; (ii) Encumbrances required under the NRGY Credit Agreement; and (iii) under the DLLCA or applicable securities Law. Inergy Midstream Holdings, L.P. is the sole record and beneficial owner of the membership interests in Buyer General Partner and the Buyer Incentive Distribution Rights, and such membership interests and Buyer Incentive Distribution Rights have been duly authorized and validly issued in accordance with applicable Law and the Governing Documents of Buyer General Partner and Buyer. Inergy Midstream Holdings, L.P. owns such membership interests and Buyer Incentive Distribution Rights free and clear of any Encumbrances, except for

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Encumbrances (i) contained in the Governing Documents of Buyer and Buyer General Partner; (ii) Encumbrances required under the NRGY Credit Agreement; and (iii) under the DRULPA or applicable securities Law. Inergy, L.P. is the sole record and beneficial owner of the limited partner interests in Inergy Midstream Holdings, L.P. and such limited partner interests have been duly authorized and validly issued in accordance with applicable Law and the agreement of limited partnership of Inergy Midstream Holdings, L.P. Inergy, L.P. owns such limited partner interests free and clear of any Encumbrances, except for Encumbrances (i) contained in the Governing Documents of Inergy Midstream Holdings, L.P.; (ii) Encumbrances required under the Buyer Credit Agreement; and (iii) under the DRULPA or applicable securities Law. Merger Sub has no assets or liabilities and was formed solely for the purposes of consummating the transactions contemplated hereby.

(b) As of the Execution Date, Buyer has no partnership or other equity interests issued and outstanding other than the following:

(i) 85,515,730 Buyer Common Units (excluding any Buyer Restricted Common Units);

(ii) the Buyer Incentive Distribution Rights;

(iii) 427,334 Buyer Restricted Common Units;

(iv) the Buyer General Partner Interest.

Each of the outstanding Buyer Common Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with applicable Law and the Buyer Partnership Agreement, and are fully paid (to the extent required under the Buyer Partnership Agreement) and non-assessable (except to the extent such non-assessability may be affected by Sections 17-607 and 17-804 of DRULPA). Such Buyer Common Units were not issued in violation of any pre-emptive or similar rights. Except as set forth in this Section 5.3 and in Section 5.3(b) of the Buyer Disclosure Schedule, (i) there are no outstanding options, warrants, subscriptions, puts, calls or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating any of the Buyer Group Entities to offer, issue, sell, redeem, repurchase, otherwise acquire or transfer, pledge or encumber any equity interest in any of the Buyer Group Entities; (ii) there are no outstanding securities or obligations of any kind of any of the Buyer Group Entities that are convertible into or exercisable or exchangeable for any equity interest in any of the Buyer Group Entities or any other Person, and none of the Buyer Group Entities has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities; (iii) there are no outstanding equity appreciation rights, phantom equity or similar rights based on the value of the equity, book value, income or any other attribute of any of the Buyer Group Entities; (iv) there are no outstanding bonds, debentures or other evidences of indebtedness of any of the Buyer Group Entities having the right to vote (or that are exchangeable for or convertible or exercisable into securities of any Buyer Group Entity or securities having the right to vote) with the Holders of the Buyer Common Units on

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any matter; and (v) except as described in the Buyer Partnership Agreement, there are no unitholder agreements, proxies, voting trusts, rights to require registration under securities Law or other arrangements or commitments to which any of the Buyer Group Entities is a party or by which any of their securities are bound with respect to the voting, disposition or registration of any outstanding securities of any of the Buyer Group Entities.

(c) Other than with respect to the Buyer Group Entities, the Buyer does not own, beneficially, directly or indirectly, any equity securities or similar interests of any Person. All of the outstanding shares of capital stock or other equity interests of each Buyer Subsidiary (i) have been duly authorized and validly issued, (ii) except as provided in the applicable Governing Documents and for Permitted Encumbrances, are owned, directly or indirectly, by Buyer free and clear of any Encumbrances and (iii) in the case of corporations, are fully paid and non-assessable.

(d) Except with respect to the ownership of any equity or long-term debt securities between or among the Buyer Group Entities, none of the Buyer Group Entities owns or will own at the Closing Date, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity.

SECTION 5.4 Financial Statements. The historical financial statements of Buyer included in the Buyer SEC Reports, including all related notes and schedules (the “Buyer Financial Statements”): (i) comply as to form in all material respects with the Securities Act, Exchange Act and applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) fairly present in all material respects the consolidated financial position of Buyer and the Buyer Subsidiaries, as of the respective dates thereof, and the consolidated results of operations, cash flows and changes in partners’ equity of the entities to which such Buyer Financial Statements relate for the periods indicated; and (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Rule 10-01 of Regulation S-X) and subject, in the case of interim financial statements, to normal year-end adjustments.

SECTION 5.5 Absence of Undisclosed Liabilities.

(a) Neither Buyer nor any of the Buyer Subsidiaries has any indebtedness or liability, absolute or contingent, which is of a nature required to be reflected on the balance sheet of Buyer or in the notes thereto, in each case prepared in conformity with GAAP, and which is not shown or reserved against on the Buyer Financial Statements, other than

(i) liabilities incurred or accrued in the ordinary course of business consistent with past practice since September 30, 2012, including liens for current Taxes and assessments not in default;

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(ii) liabilities of Buyer or any of the Buyer Subsidiaries that, individually or in the aggregate, are not material to the Buyer Group Entities, taken as a whole; or

(iii) liabilities that have been discharged or paid in full prior to the Execution Date.

(b) Neither Buyer nor any of the Buyer Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Buyer and any of the Buyer Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Buyer in Buyer’s published financial statements or any Buyer SEC Reports.

SECTION 5.6 Buyer SEC Reports and Internal Controls.

(a) Since September 30, 2010, all reports (except for the Proxy Statement/Prospectus, which is addressed in Section 5.7), including but not limited to the Annual Reports on Form 10-K, the Quarterly Reports on Form 10-Q and the Current Reports on Form 8-K, forms, schedules, statements and other documents required to be filed or furnished by Buyer with or to the SEC, as applicable, pursuant to the Exchange Act or the Securities Act (the “Buyer SEC Reports”), have been timely filed or furnished in accordance with the rules and regulations of the SEC. All such Buyer SEC Reports (i) complied as to form in all material respects in accordance with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations thereunder and (ii) as of its filing date in the case of any Exchange Act report and as of its effective date in the case of any Securities Act filing, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Execution Date, there are no outstanding or unresolved comments received from the SEC staff with respect to the Buyer SEC Reports. To the Knowledge of Buyer, none of the Buyer SEC Reports is the subject of ongoing SEC review or investigation.

(b) Buyer has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Buyer’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Buyer in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Buyer’s management as appropriate to allow timely decisions regarding required disclosure and to make the

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certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. Buyer’s management has completed its assessment of the effectiveness of Buyer’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended September 30, 2012, and such assessment concluded that such controls were effective. To Buyer’s Knowledge, it has disclosed, based on its most recent evaluations, to Buyer’s outside auditors and the audit committee of the Buyer Board (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Buyer’s ability to record, process, summarize and report financial information (as defined in Rule 13a-15(f) of the Exchange Act) and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Buyer’s internal controls over financial reporting.

SECTION 5.7 Information Supplied. None of the information to be supplied by the Buyer Group Entities for inclusion in (a) the Proxy Statement/Prospectus to be filed with the SEC, and any amendments or supplements thereto, or (b) the Registration Statement to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto, will, at the respective times such documents are filed, and, in the case of the Proxy Statement/Prospectus, at the time the Proxy Statement/Prospectus or any amendment or supplement thereto is first mailed to MLP Unitholders, at the time of the MLP Unitholders’ Meeting and at the Effective Time, and, in the case of the Registration Statement, when it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be made therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

SECTION 5.8 Compliance with Applicable Law; Permits.

(a) Except with respect to Tax matters (which are provided for in Section 5.14), Environmental Law (which is provided for in Section 5.11) and employee benefit matters (which are provided for in Section 5.15), each of the Buyer Group Entities is in compliance with all, and is not in default under or in violation of, applicable Law, other than any noncompliance, default or violation which would not, individually or in the aggregate, constitute a Buyer Material Adverse Effect. No Buyer Group Entity has received any written communication within the past two years from a Governmental Entity that alleges that any Buyer Group Entity is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would not constitute, individually or in the aggregate, a Buyer Material Adverse Effect.

(b) The Buyer Group Entities are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are now being conducted (collectively, the “Buyer Permits”), except where the failure to be in possession of such Buyer Permits would not, individually or in the aggregate, constitute a Buyer Material Adverse Effect. None of the Buyer Group Entities in default or violation

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of any of the Buyer Permits, except for any such defaults or violations that would not, individually or in the aggregate, constitute a Buyer Material Adverse Effect. No suspension or cancellation of any of the Buyer Permits is pending or, to the Knowledge of Buyer, threatened, except where such suspension or cancellation would not constitute, individually or in the aggregate, a Buyer Material Adverse Effect. As of the Execution Date, to the Knowledge of Buyer, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Buyer Group Entities under, any Buyer Permit, or has caused (or would cause) an applicable Governmental Entity to fail or refuse to issue, renew or extend any Buyer Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not constitute, individually or in the aggregate, a Buyer Material Adverse Effect.

SECTION 5.9 Material Contracts.

(a) Except for those agreements filed as exhibits to the Buyer SEC Reports and those agreements set forth on Section 5.9(a) of the Buyer Disclosure Schedule (collectively, the “Buyer Material Agreements”), none of the Buyer Group Entities is a party to, or is bound by, any agreements, contracts or commitments (whether written or oral):

(i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);

(ii) which constitutes a contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $10,000,000;

(iii) which contains any provision that prior to or following the Effective Time would materially restrict or alter the conduct of business of, or purport to materially restrict or alter the conduct of business of, whether or not binding on, Buyer or any controlled Affiliate of Buyer, including by materially restricting the disposition of any business or assets;

(iv) which is a lease or license (whether of real, personal or intangible property) providing for annual rentals or fees of $2,000,000 or more that cannot be terminated by any Buyer Group Entity on not more than 60 days’ notice without payment by such Buyer Group Entity of any material penalty;

(v) which is an agreement for the purchase of materials, supplies, goods, services, equipment or other assets that in each case both (A) cannot be terminated by any Buyer Group Entity on not more than 60 days’ notice without payment by any of Buyer Group Entity of any material penalty and (B) involves annual revenues or payments in excess of $10,000,000;

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(vi) which is a partnership, joint venture or other similar agreement or arrangement;

(vii) which is a contract relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) with a purchase price of $10,000,000 or more;

(viii) any contract that relates to any commodity or interest rate swap, cap or collar or other similar hedging or derivate transactions, other than any contract for purchase and sale of commodities and the associated hedging instruments entered into in the ordinary course of business consistent with past practice;

(ix) any contract relating to the gathering, processing, treating, transportation, storage, sale or purchase of natural gas, condensate or other liquid or gaseous hydrocarbons or the products therefrom, or the provision of services related thereto (including any operation, operation servicing or maintenance contract) in each case that involves annual revenues or payments in excess of $10,000,000; or

(x) any contract relating to the construction of capital assets or other capital expenditures in each case that involves annual revenues or payments in excess of $10,000,000.

(b) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); provided, however, that any indemnity, contribution and exoneration provisions contained in any such Buyer Material Agreement may be limited by applicable Law and public policy, each of the Buyer Material Agreements (i) constitutes the valid and binding obligation of the applicable Buyer Group Entity and, to the knowledge of the Buyer Parties, constitutes the valid and binding obligation of the other parties thereto, (ii) is in full force and effect as of the Execution Date, and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement, in each case unless the failure to be so would not constitute, individually or in the aggregate, a Buyer Material Adverse Effect.

(c) There is not, to the Knowledge of any of the Buyer Parties, under any Buyer Material Agreement, any default or event which, with notice or lapse of time or both, would constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained or which would not constitute, individually or in the aggregate, a Buyer Material Adverse Effect.

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SECTION 5.10 Legal Proceedings. There are no pending (or to the Knowledge of the Buyer Parties, threatened) Proceedings, with respect to which any Buyer Group Entity has been contacted in writing by counsel for the plaintiff or claimant, against or affecting any Buyer Group Entity or any of their properties, assets, operations or business and which constitute, individually or in the aggregate, a Buyer Material Adverse Effect. Except as would not individually constitute a Buyer Material Adverse Effect, none of the Buyer Group Entities is a party or subject to or in default under any Order applicable to it or any of its properties, assets, operations or business.

SECTION 5.11 Environmental Matters. Except as reflected in the Buyer Financial Statements, and except for any such matter that individually or in the aggregate would not constitute a Buyer Material Adverse Effect:

(a) each of the Buyer Group Entities and its assets, real properties and operations are in compliance with all Environmental Law and Environmental Permits;

(b) each of the Buyer Group Entities has, as applicable, developed and submitted or obtained and maintained all Environmental Permits necessary for the conduct and operation of its business as currently conducted and operated, and all such Environmental Permits are in full force and effect and to the Knowledge of the Buyer Parties, there is no pending or threatened challenge to any Environmental Permit or reason to believe any pending application for any Environmental Permit will not be approved in reasonably acceptable form and substance;

(c) none of the Buyer Group Entities has received any written notice from any Person alleging, with respect to any of the Buyer Group Entities, the violation of or liability under any Environmental Law (including liability as a potentially responsible party under CERCLA or any analogous state laws) or any Environmental Permit, and to the Knowledge of the Buyer Parties, no occurrence or condition exists that would reasonably be expected to result in the receipt of such notice;

(d) there has been no Release of any Hazardous Material at, on, under or from any real properties or facilities as a result of the operations of the Buyer Group Entities that has not been remediated as required by any Environmental Law or Environmental Permit or otherwise adequately reserved for in the Buyer Financial Statements and to the Knowledge of the Buyer Parties, there is no occurrence or condition relating to any such Release that would reasonably be expected to result in any of the Buyer Group Entities having liability under any Environmental Law or Environmental Permit; and

(e) the Buyer Group Entities have provided or otherwise made available to the MLP Group Entities true and complete copies of all material written environmental assessment reports that have been prepared by or on behalf of the Buyer Group Entities and that are in any of the Buyer Group Entities’ possession.

This Section 5.11, and Sections 5.2(b) and 5.2(c), 5.5, 5.9 and 5.13 hereof, constitute the sole and exclusive representation and warranty of the Buyer Parties with respect to Environmental Permits, the Release of or exposure to Hazardous Materials and Environmental Law.

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SECTION 5.12 Title to Properties and Rights of Way.

(a) Each of the Buyer Group Entities has indefeasible title to all material real property and good title to all material tangible personal property owned by such Buyer Group Entity, in each case which is material to the business of such Buyer Group Entity, free and clear of all Encumbrances except Permitted Encumbrances except as would not, individually or in the aggregate, constitute a Buyer Material Adverse Effect.

(b) Each of the Buyer Group Entities owns or has the right to use such rights-of-way as are necessary to conduct its business in the manner described in the Buyer SEC Reports, except for such rights-of-way the absence of which would not, individually or in the aggregate, result in a Buyer Material Adverse Effect. Each such right-of-way is valid and enforceable, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law), and grant the rights purported to be granted thereby and all rights necessary thereunder for the current operation of the businesses of the Buyer Group Entities, except where the failure of any such right-of-way to be valid or enforceable or to grant the rights purported to be granted thereby or necessary thereunder would not, individually or in the aggregate, result in an Buyer Material Adverse Effect. Each of the Buyer Group Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and, to the knowledge of the Buyer Parties, no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except any failure to fulfill or perform any for such revocations, terminations and impairments that would not, individually or in the aggregate, result in a Buyer Material Adverse Effect; and no such rights-of-way contain any restriction that materially prevents the operation of the businesses of the Buyer Group Entities, taken as a whole, and as currently conducted.

(c) There is no pending (or, to the Knowledge of the Buyer Parties, threatened) condemnation of any material part of the real property used and necessary for the conduct of the businesses of the Buyer Group Entities, as they are presently conducted, by any Governmental Entity or other Person.

SECTION 5.13 Insurance. The Buyer Group Entities own, hold, maintain, or are entitled to the benefits of, insurance covering their properties, operations, personnel and businesses in amounts required by applicable Law and customary for the businesses in which they operate. The Buyer Group Entities are in compliance with the terms of all insurance policies in all material respects; and there are no material claims by any of the Buyer Group Entities under any such insurance policy as to which any insurance company is denying liability or defending under a reservation of rights clause. Except as would not, individually or in the aggregate, constitute a Buyer Material Adverse Effect, none of the Buyer Group Entities has received any written notice from any insurer or agent of such insurer that such insurer has cancelled or terminated or has initiated procedures to cancel or terminate any insurance policy.

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SECTION 5.14 Tax Matters. Except as would not, individually or in the aggregate, constitute a Buyer Material Adverse Effect:

(a) each of the Buyer Parties and the Buyer Subsidiaries has filed when due (taking into account extensions of time for filing) all Tax Returns required to be filed by it;

(b) all Taxes owed by the Buyer Parties and the Buyer Subsidiaries (whether or not shown on any Tax Return) have been duly and timely paid in full;

(c) there is no Proceeding now pending against any of the Buyer Parties or the Buyer Subsidiaries in respect of any Tax or Tax Return, nor has any written adjustment with respect to a Tax Return or written claim for additional Tax been received by any Buyer Party or its Subsidiaries that is still pending;

(d) no written claim has been made by any Tax authority in a jurisdiction where any of the Buyer Parties or the Buyer Subsidiaries does not currently file a Tax Return that it is or may be subject to any material Tax in such jurisdiction, nor has any such assertion been threatened or proposed in writing and received by any Buyer Party or its Subsidiaries;

(e) none of the Buyer Parties or the Buyer Subsidiaries has any outstanding request for an extension of time within which to pay Taxes or file Tax Returns;

(f) there is no outstanding waiver or extension of any applicable statute of limitations for the assessment or collection of Taxes due from any of the Buyer Parties or the Buyer Subsidiaries;

(g) each of the Buyer Parties and the Buyer Subsidiaries has complied in all material respects with all applicable Law relating to the payment and withholding of Taxes and has duly and timely withheld and paid all material Taxes required to be withheld in connection with any amounts paid or owing to any employee, creditor, independent contractor or other party;

(h) each of the Buyer Parties and the Buyer Subsidiaries that is classified as a partnership for U.S. federal tax purposes has in effect an election under Section 754 of the Code;

(i) none of the Buyer Parties or the Buyer Subsidiaries has been a member of an Affiliated group filing a consolidated federal income Tax Return and none of the Buyer Parties or the Buyer Subsidiaries has any liability for the Taxes of any Person (other than a Buyer Party or the Buyer Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract or otherwise;

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(j) in each tax year since the formation of Buyer up to and including the current tax year, at least 90% of the gross income of Buyer has been income which is “qualifying income” within the meaning of Section 7704(d) of the Code; and

(k) none of the Buyer Group Entities is treated as a corporation for U.S. federal tax purposes.

SECTION 5.15 Employees/Employee Benefits.

(a) (i) Section 5.15(a)(i) of the Buyer Disclosure Schedule sets forth a complete and accurate list of each material Buyer Employee Benefit Plan and (ii) true, correct and complete copies (or, to the extent no such copy exists, an accurate description thereof) of each such material Buyer Employee Benefit Plan and any related documents, including all amendments thereto, have been furnished or made available to MLP. To the extent applicable, there has also been furnished or made available to MLP, with respect to each material Buyer Employee Benefit Plan, any related trust agreement or other funding instrument, the most recent favorable determination letter from the Internal Revenue Service (or opinion letter, as applicable), the reports on Form 5500 for the immediately preceding year and the attached schedules and the most recent summary plan description and summaries of material modifications thereto, if applicable, with respect to each material Buyer Employee Benefit Plan.

(b) Neither Buyer nor any company or other entity that is required to be treated as a single employer together with Buyer under Sections 414(b), (c), (m) or (o) of the Code has any liability (whether secondary, contingent or otherwise) with respect to an Employee Benefit Plan that (i) is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA; (ii) is a multiemployer plan or a “multiple employer plan” (as such term is defined in Section 413(c) of the Code); or (iii) provides for any post-employment welfare benefits or coverage, except as required under Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B (or similar state or local law).

(c) Except as would not constitute, individually or in the aggregate, a Buyer Material Adverse Effect:

(i) the Buyer Employee Benefit Plans (A) have been established and maintained (in form and in operation) in accordance with their terms and with ERISA, the Code and all other applicable Laws and (B) if intended to be qualified under Section 401(a) of the Code, are so qualified and have received a favorable determination letter as to their qualification, or if such plan is a prototype plan, an opinion or notification letter and nothing has occurred, whether by action or failure to act that could reasonably be expected to cause the loss of such qualification;

(ii) each Buyer Group Entity and each entity employing or engaging any current or former Buyer Related Employees is, and has

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been, in compliance in all respects with all applicable Law relating to the employment of labor, including all such applicable Law relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health and workers’ compensation;

(iii) no event has occurred and no condition exists that would subject a Buyer Group Entity either directly or by reason of their affiliation with any company or other entity that is required to be treated as a single employer together with Buyer under Sections 414(b), (c), (m) or (o) of the Code to any Tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws;

(iv) all contributions, premium payments and other payments required to be made in connection with each Buyer Employee Benefit Plan have been timely made or, if applicable, accrued to the extent required by GAAP;

(v) each Buyer Employee Benefit Plan maintained or sponsored by a Buyer Group Entity can be unilaterally amended or terminated at any time by a Buyer Group Entity without liability other than liability for benefits accrued to the date of such amendment or termination pursuant to the terms of the plan;

(vi) there are no actions, suits, or claims pending (other than routine claims for benefits) or, to the knowledge of any Buyer Group Entity, threatened against, or with respect to, any of the Employee Benefit Plans and no facts or circumstances exist that could reasonably be expected to give rise to any such actions, suits or claims; and

(vii) there is no administrative investigation, audit or other administrative proceeding pending (other than routine qualification determination filings) or, to the knowledge of any Buyer Group Entity, threatened, with respect to any of the Buyer Employee Benefit Plans by the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency.

(d) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not, either alone or in combination with any other event, (i) entitle any current or former director or current or former Buyer Related Employee to any retirement, severance, change of control, unemployment compensation or any other payment or enhanced or accelerated benefit, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such director or Buyer Related Employee, or result in any limitation on the right of the Buyer Group Entities and their Affiliates to amend, merge, terminate or receive a reversion of assets from any Buyer Employee Benefit Plan or related trust, (iii) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) with respect to a

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Buyer Group Entity or its Affiliates that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) or (iv) result in the funding of any “rabbi” or similar trust pursuant to any Buyer Employee Benefit Plan. No Buyer Employee Benefit Plan provides for the gross-up or reimbursement of Taxes under Sections 4999 or 409A of the Code.

(e) Except as disclosed in Section 5.15(e) of the Buyer Disclosure Schedule, no Buyer Group Entity or entity employing or engaging Buyer Related Employees is a party to, or subject to, or negotiating a collective bargaining agreement or any other contract with a labor union or representative of employees. There is no pending or, to the Knowledge of any Buyer Group Entity, threatened strike, walkout or other work stoppage or any union organizing effort by or with respect to any Buyer Related Employees, nor has there been any such material strike, walkout or other work stoppage or, to the Knowledge of any Buyer Group Entity, union organizing effort within the past five (5) years. There is no unfair labor practice charge pending or, to the Knowledge of any Buyer Group Entity, threatened against any Buyer Group Entity or entity employing Buyer Related Employees.

SECTION 5.16 Books and Records. The minute books of Buyer General Partner contain true and correct copies of all of the minutes of actions taken at all meetings of the Buyer Board or audit committee thereof as of January 24, 2013 and all written consents executed in lieu of such meetings. Complete copies of all such minute books for the fiscal years ended or ending, as applicable, September 30, 2011 and 2012 through January 24, 2013 (excluding any minutes of the Buyer Board or any committee thereof relating to (a) the approval or consideration of this Agreement or the transactions contemplated hereby or (b) any other strategic alternative considered by the Buyer Board or any committee thereof at any time) have been made available to MLP and its advisors and outside counsel subject to the obligations of the Parties contained in Section 6.2 of this Agreement.

SECTION 5.17 Absence of Certain Changes. Since September 30, 2012 through the Execution Date, (a) no events, changes, effects or developments have occurred that have had or would be reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect; and (b) no Buyer Group Entity has taken any action which would be in violation of has taken any action which would be in violation of Section 6.1(b)(i), Section 6.1(b)(iii), Section 6.1(viii), Section 6.1(x), Section 6.1(xi), or Section 6.1(xiv) or which would have required the consent of MLP if taken after the Execution Date.

SECTION 5.18 Regulation. None of the Buyer Group Entities is, nor will any of the Buyer Group Entities be following the consummation of the Merger, an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

SECTION 5.19 Intellectual Property. Buyer and the Buyer Subsidiaries own or have the right to use all other Intellectual Property necessary for the operation of the businesses of each of Buyer and the Buyer Subsidiaries as presently conducted (collectively, the “Buyer Intellectual Property”), free and clear of all Encumbrances except for Permitted Encumbrances,

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except where the failure to own or have the right to use such Intellectual Property would not, individually or in the aggregate, constitute a Buyer Material Adverse Effect. To the Knowledge of the Buyer Parties, (i) the use of the Buyer Intellectual Property by Buyer and the Buyer Subsidiaries and the operation of the business of each of Buyer and the Buyer Subsidiaries as presently conducted does not infringe or misappropriate any Intellectual Property of any other Person; (ii) no Person is infringing or misappropriating the Intellectual Property of Buyer and the Buyer Subsidiaries; and (iii) the Buyer and Buyer Subsidiaries reasonably protect the operation and security of their material software and systems (and the data therein) and there have been no breaches or outages of same, except for such matters that would not constitute, individually or in the aggregate, a Buyer Material Adverse Effect.

SECTION 5.20 State Takeover Laws. No approvals are required under state takeover or similar laws in connection with the performance by the Buyer Parties of their obligations under this Agreement.

SECTION 5.21 Opinion of Financial Advisor. The Buyer Special Committee has received the opinion of the Buyer Special Committee Financial Advisor, dated the Execution Date, to the effect that, as of such date, and based upon and subject to the assumptions, qualifications and limitations and other matters set forth therein, the payment by Buyer of the Merger Consideration, together with the CW Holder Merger Consideration, pursuant to this Agreement is fair, from a financial point of view, to the Holders of Buyer Common Units (other than Buyer General Partner, Affiliates of Buyer General Partner, MLP, and Affiliates of MLP).

SECTION 5.22 Approvals.

(a) Buyer General Partner has approved this Agreement and the Merger, the issuance of New Buyer Common Units (the “Buyer Unit Issuance”) and the other transactions contemplated by this Agreement (the “Buyer Merger Transactions”) as required by applicable Law and the Buyer Partnership Agreement. The Buyer Board, at a meeting duly called and held, has by vote of the members of the Buyer Board, (i) determined that this Agreement and the Buyer Merger Transactions are in the best interests of Buyer; and (ii) approved this Agreement and the Buyer Merger Transactions. The Buyer Special Committee, at a meeting duly called and held, has by unanimous vote approved this Agreement and the Merger.

(b) NRGY General Partner has approved this Agreement. The NRGY Special Committee, at a meeting duly called and held, has by unanimous vote approved this Agreement and the transactions contemplated hereby.

SECTION 5.23 Brokers’ Fees. Except for the fees and expenses payable to the Buyer Financial Advisor and the Buyer Special Committee Financial Advisor (which amounts have been disclosed to MLP prior to the Execution Date), none of the Buyer Group Entities, nor any of their respective officers or directors has employed any broker, finder or other Person or incurred any liability on behalf of any MLP Group Entity, any Buyer Group Entity or itself for any advisory, brokerage, finder, success, deal completion or similar fees or commissions in connection with the transactions contemplated by this Agreement.

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SECTION 5.24 Commitment Letters. Buyer has, and will have at Closing, sufficient cash to pay the Cash Consideration. Buyer has delivered prior to the Execution Date to the MLP Parties true and complete copies of (a) the debt commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to refinance the MLP Credit Agreements and the Buyer Credit Agreement (the “Debt Refinancing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Refinancing Commitment Letter”); and (b) the debt commitment letter, dated as of the date hereof, among Buyer, Citigroup Global Markets Inc. and Bank of America N.A., providing for a commitment to finance any required repurchase of the Buyer Notes (the “Repurchase Financing”; and together with the Debt Refinancing, the “Debt Financing”) (such letter, including all exhibits, schedules, annexes and amendments thereof in effect as of the Execution Date, the “Repurchase Commitment Letter” and, together with the Refinancing Commitment Letter, the “Commitment Letters”). The Commitment Letters have been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery hereof by the other parties thereto, constitute a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law)), and, to the Knowledge of the Buyer Parties, are not subject to any conditions precedent related to or other contingencies (including pursuant to any “flex” provisions other than the “flex” provisions contained in the “Fee Letter” as defined in the Commitment Letters) to the funding of the full amounts contemplated thereby that are not set forth in the copies of the Commitment Letters. The Commitment Letters have not been amended or modified prior to the Execution Date and the respective commitments contained in the Commitment Letters have not been reduced, withdrawn or rescinded prior to the Execution Date. As of the Execution Date, the Buyer Parties are not aware of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by Buyer under any term or condition of the Commitment Letters, and, as of the Execution Date, the Buyer Parties have no reason to believe that Buyer or any other party thereto will be unable to satisfy on a timely basis any of the conditions to the Debt Financing to be satisfied pursuant to the Commitment Letters. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Commitment Letters to be paid by the Execution Date.

SECTION 5.25 Limitation of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE V, THE BUYER PARTIES ARE NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE BUYER COMMON UNITS OR THE BUSINESS, ASSETS OR LIABILITIES OF ANY BUYER GROUP ENTITY, INCLUDING, IN PARTICULAR, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.

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ARTICLE VI

ADDITIONAL AGREEMENTS, COVENANTS, RIGHTS AND OBLIGATIONS

SECTION 6.1 Conduct of Business. Except (i) as otherwise expressly contemplated by this Agreement, the MLP GP Contribution Agreement, or the NRGY GP Purchase Agreement, (ii) as otherwise required by Law, Environmental Law, Environmental Permit or ERISA or (iii) as set forth in Section 6.1 of the MLP Disclosure Schedule or in Section 6.1 of the Buyer Disclosure Schedule, without the prior written consent of the Other Parties (which consent shall not be unreasonably withheld, delayed or conditioned), each Party Group agrees that from the Execution Date through the Closing Date:

(a) Ordinary Course. Each Party Group, with respect to the business of its Consolidated Group, shall, except as permitted under this Section 6.1, (i) conduct the business of such Consolidated Group in the ordinary course in all material respects consistent with past practices, (ii) use its reasonable best efforts to maintain and preserve intact the present business organizations and material rights and franchises of such Consolidated Group, to keep available the services of the current MLP Related Employees or the current Buyer Related Employees, as applicable, and the current officers and employees of such Consolidated Group, and to maintain and preserve the material relationships of such Consolidated Group with customers, suppliers and others having business dealings with them, and (iii) maintain and keep the material properties and assets of such Consolidated Group in as good repair and condition, including any material insurance coverage thereon, as at the Execution Date, subject to ordinary wear and tear.

(b) Certain Covenants. Without limiting the generality of Section 6.1(a) and except (i) as otherwise expressly contemplated by this Agreement, (ii) as otherwise required by Law, Environmental Law, Environmental Permit or ERISA or (iii) as set forth in Section 6.1 of the MLP Disclosure Schedule or in Section 6.1 of the Buyer Disclosure Schedule, each Party Group shall not, and agrees that it shall cause its respective Consolidated Group not to:

(i) make any change in its Governing Documents, other than changes to the Governing Documents of a member of a Consolidated Group that is not an MLP Party or a Buyer Party that would not be adverse to the Other Parties or otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Merger;

(ii) issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any of its equity securities or securities convertible into its equity securities, or subscriptions, rights, warrants or options to acquire or other agreements or commitments of any character obligating it to issue any such securities (other than (A) issuances pursuant to outstanding options, restricted units and phantom unit awards in existence on the Execution Date, in each case, under the MLP Unit Plan or the Buyer Unit Plan, as applicable; (B) grants pursuant to the MLP Unit Plan or the Buyer Unit Plan, as applicable, of restricted units,

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phantom units or unit options to current employees in the ordinary course of business, consistent with past practice or to newly-hired employees consistent with past practice); and (C) in connection with a distribution permitted by clause (iii)(B);

(iii) except for (A) distributions to the Holders of MLP Units of no more than $0.51 per MLP Common Unit or MLP Class D Unit per quarter plus the proportionate distribution on the general partner interest in MLP and payments under the MLP Incentive Distribution Rights in accordance with the MLP Partnership Agreement, (B) distributions of additional MLP Class D Units issued in kind to the Holders of MLP Class D Units and the holder of the MLP Incentive Distribution Rights in accordance with the MLP Partnership Agreement, (C) distributions to the Holders of Buyer Common Units of no more than $0.40 per Buyer Common Unit per quarter, plus payments under the Buyer Incentive Distribution Rights in accordance with the Buyer Partnership Agreement and (D) any distributions from a wholly owned Subsidiary of MLP to MLP or another wholly owned Subsidiary of MLP, or from a wholly owned Subsidiary of the Buyer to the Buyer or to another wholly owned Subsidiary of the Buyer, declare, set aside or pay any distributions in respect of its equity securities, or split, combine or reclassify any of its equity securities or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any of its equity securities, or purchase, redeem or otherwise acquire, directly or indirectly, any of its equity securities;

(iv) merge into or consolidate with or sell all or substantially all of their assets to any other Person (other than (A) mergers among wholly owned Subsidiaries of the same Person, (B) mergers between an MLP Party and its wholly owned Subsidiaries, (C) mergers between a Buyer Party and its wholly owned Subsidiaries or (D) as permitted by clause (v), in each case as would not reasonably be expected to prevent or materially delay or impede the consummation of the Merger and the other transactions contemplated hereby);

(v) acquire, through merger, consolidation or otherwise, all or substantially all of the business or assets of any Person, or acquire any interest in or contribute any assets to any partnership or joint venture, purchase any securities of or make any investment in any Person or enter into any similar arrangement, for consideration in excess of, in the case of MLP Group Entities, $20 million in the aggregate, or, in the case of Buyer Group Entities, in excess of $20 million in the aggregate;

(vi) except as permitted by exclusions under other clauses of this Section 6.1(b), (i) enter into any contract or agreement that would be an MLP Material Agreement or Buyer Material Agreement, as applicable, if such contract or agreement were in effect as of the

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Execution Date other than in the ordinary course of business consistent with past practice (it being understood that, without limiting other circumstances that may not be considered ordinary course of business consistent with past practice, entry into any such contract or amendment will not be considered in the ordinary course of business consistent with past practice if such contract or agreement (A) would reasonably be expected to impair in any material respect the ability of the Party Groups to conduct their respective businesses after the Closing Date in the same manner as currently conducted or (B) would reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation of the Merger or the other transactions contemplated by this Agreement or adversely affect in a material respect the expected benefits (taken as a whole) of the Merger) or (ii) terminate or amend in any material respect any MLP Material Agreement or Buyer Material Agreement or waive any material rights under any MLP Material Agreement or Buyer Material Agreement to which it is a party;

(vii) except as contemplated by Section 6.16 and Section 6.17, incur, assume or guarantee any indebtedness for borrowed money, issue, assume or guarantee any debt securities, grant any option, warrant or right to purchase any debt securities, or issue any securities convertible into or exchangeable for any debt securities, other than borrowings in the ordinary course of business by MLP under the MLP Credit Agreements or by Buyer under the Buyer Credit Agreement;

(viii) sell, assign, transfer, abandon, lease or otherwise dispose of any material portion of its assets or properties, other than any sale, assignment, transfer, abandonment, lease or disposition in the ordinary course of business or as set forth in Section 6.1(b)(viii) of the MLP Disclosure Schedule and Section 6.1(b)(viii) of the Buyer Disclosure Schedule;

(ix) except as set forth in Section 6.1(b)(ix) of the MLP Disclosure Schedule or in Section 6.1(b)(ix) of the Buyer Disclosure Schedule or as required on an emergency basis or for the safety of Persons or the environment, make any capital expenditure in excess of $50 million in the aggregate, in the case of MLP Group Entities, and $50 million in the aggregate, in the case of Buyer Group Entities (other than as permitted by clause (v));

(x) make any material change in its Tax accounting methods, principles or elections;

(xi) make any material change to its financial reporting and accounting methods other than as required by a change in GAAP;

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(xii) except (A) as set forth in Section 6.1(b)(xii) of the MLP Disclosure Schedule or in Section 6.1(b)(xii) of the Buyer Disclosure Schedule, as applicable; (B) as may be required by (1) any MLP Employee Benefit Plan set forth on Section 4.15(a)(i) of the MLP Disclosure Schedule or (2) any Buyer Employee Benefit Plan set forth on Section 5.15(a)(i) of the Buyer Disclosure Schedule, as applicable; or (C) as may be required by applicable Law, (w) grant any increases in the compensation of any MLP Related Employee or Buyer Related Employee, as applicable, except for increases in salary or wages to non-management MLP Related Employees or Buyer Related Employees, as applicable, in the ordinary course of business consistent with past practices; (x) amend any existing employment, consulting or severance or termination contract with any MLP Related Employee or Buyer Related Employee, as applicable; (y) grant any severance or termination pay to any MLP Related Employee or Buyer Related Employee; or (z) establish, adopt, enter into, amend or terminate any MLP Employee Benefit Plan or Buyer Employee Benefit Plan, as applicable, or any plan, agreement, program, policy, trust, fund or other arrangement that would be an MLP Employee Benefit Plan or Buyer Employee Benefit Plan, as applicable, if it were in existence as of the Execution Date;

(xiii) enter into any transaction or take any action that could reasonably be expected to (A) prevent or materially delay or impair the ability of such Party Group to consummate the Merger and the other transactions contemplated hereby or (B) result in any of the conditions to the Merger set forth in Article VII not being satisfied;

(xiv) except as provided under any agreement entered into prior to the Execution Date as set forth in Section 6.1(b)(xiv) of the MLP Disclosure Schedule or in Section 6.1(b)(xiv) of the Buyer Disclosure Schedule, as applicable, pay, discharge, settle or satisfy any Proceeding, other than any such payments, discharges, settlements or satisfactions that involve only the payment of monetary damages in excess of $1 million dollars individually or $5 million in the aggregate and do not require the imposition of equitable relief on, or the admission of wrongdoing by, such Party Group; or

(xv) agree or commit to do any of the foregoing.

SECTION 6.2 Access to Information; Confidentiality.

(a) Subject to Section 6.2(b) and applicable Law and Environmental Law, upon reasonable notice, each Party Group shall (and shall cause its Consolidated Group to) afford the Representatives of the requesting Party Group reasonable access, during normal business hours from the Execution Date until the Closing Date, to its properties, books, contracts and records as well as to their management personnel; provided, however, that such access shall be provided on a basis that minimizes the disruption to

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the operations of the disclosing Party Group and its Consolidated Group and, in no event, shall include invasive sampling or testing of the environment (including any soils, sediments, groundwater, surface water, atmosphere) or any improvements. The disclosing Party Group shall not be responsible to the requesting Party Group for personal injuries sustained by the requesting Party Group’s Representatives in connection with the access provided pursuant to this Section 6.2(a) and shall be indemnified and held harmless by the requesting Party Group from and against any losses suffered by the disclosing Party Group or Representatives in connection with any such personal injuries. Subject to Section 6.2(b) and applicable Law or Environmental Law, during such period, each Party Group shall (and shall cause its Consolidated Group to) furnish promptly to the Other Parties (i) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of federal, state or foreign laws (including pursuant to the Securities Act, the Exchange Act and the rules of any Governmental Entity thereunder, as applicable (other than documents which such Party Group is not permitted to disclose under applicable Law and Environmental Law) and (ii) all information concerning the disclosing Party Group’s business, properties and personnel as the requesting Party Group may reasonably request, including all information relating to environmental matters that is in the possession of the disclosing Party Group; provided, however, that neither Party Group shall be obligated to furnish to the Other Parties any reports, schedules, documents, analyses, projections or other information relating to (A) the approval or consideration of this Agreement or the transactions contemplated hereby or (B) any other strategic alternative considered by such Party Group at any time, including any MLP Takeover Proposal). Information that a Party Group concludes in good faith may be subject to any applicable privilege shall be shared under a joint defense agreement or such similar arrangement so as to preserve the applicable privilege. Notwithstanding the foregoing, a Party Group shall have no obligation to disclose or provide access to any information the disclosure of which such Party Group has concluded would be in violation of a confidentiality obligation owed to a third party and binding on such Party Group or Consolidated Group.

(b) The Parties acknowledge that certain information received pursuant to Section 6.2(a) will be non-public or proprietary in nature and as such shall be deemed to be “Evaluation Material” for purposes of the Confidentiality Agreement. Each Party further agrees to be bound by the terms and conditions of the Confidentiality Agreement and to maintain the confidentiality of such Evaluation Material in accordance with the Confidentiality Agreement; provided, however, that the provisions of Section 13 of the Confidentiality Agreement shall be inapplicable with respect to the transactions contemplated by this Agreement, the NRGY GP Purchase Agreement and the MLP GP Contribution Agreement or any proposals or negotiations by or on behalf of the Buyer Parties related to this Agreement (including in response to a Superior Proposal Notice or Recommendation Change Notice).

SECTION 6.3 Securities Laws Filings. As promptly as practicable following the Execution Date (and in any event no later than four weeks following the Execution Date), the Parties shall cooperate to prepare and file with the SEC a proxy statement/prospectus relating to

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the matters to be submitted to the MLP Unitholders at the MLP Unitholders’ Meeting (the “Proxy Statement/Prospectus”) to be included in a registration statement on Form S-4 with respect to the issuance of the New Buyer Common Units in connection with the Merger (such registration statement, including the Proxy Statement/Prospectus, and any amendments or supplements thereto, the “Registration Statement”). As promptly as practicable following the Execution Date, the Parties shall make all required filings under applicable state securities and blue sky Laws; provided, however, that no such filings shall be required in any jurisdiction where, as a result thereof, Buyer would become subject to general service of process or to qualification to do business as a foreign partnership doing business in such jurisdiction solely as a result of such filing. The Registration Statement and each such filing shall comply in all material respects with the applicable provisions of the Securities Act and Exchange Act and the rules and regulations promulgated thereunder and all other applicable Law. Each of the Parties further agrees that if it shall become aware prior to the date of the MLP Unitholders’ Meeting of any information that would cause any of the statements in the Registration Statement to become false or misleading with respect to any material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not false or misleading, it shall, to the extent permitted by Law, promptly inform the Other Parties thereof and take the necessary steps to correct the Registration Statement. Each of Parties shall provide the Other Parties with reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the on the Registration Statement or any such amendment or supplement, and further agree that each Party shall be provided with such number of copies of all filings made with the SEC as such Party shall reasonably request. No filings of the Registration Statement (or any amendments or supplements thereto) shall be made without the consent of all Parties (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that with respect to documents that are incorporated by reference into the Registration Statement, the foregoing consent right shall only apply with respect to information relating to the Other Parties or their businesses, financial conditions or results of operations; provided, further, that in connection with an MLP Recommendation Change, the MLP Parties may file an amendment or supplement to the Proxy Statement/Prospectus without the consent of the Buyer Parties (and without providing the Buyer Parties the opportunity to review and comment on such amendment or supplement) in order to effect an MLP Recommendation Change, describe the reasons for such MLP Recommendation Change and disclose any additional information reasonably related to the MLP Recommendation Change. The Parties shall (a) promptly notify the Other Parties of receipt of any comments from the SEC or any other applicable government official and of any requests by the SEC or any other applicable government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information; and (b) promptly supply the Other Parties with copies of all correspondence with the SEC or any other applicable government official with respect thereto. Each of the Parties shall use its respective reasonable best efforts to respond to any comments of the SEC or its staff with respect to the Registration Statement as promptly as practicable. Each of the Parties shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable.

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SECTION 6.4 MLP Unitholders’ Meeting.

(a) The MLP Parties shall, in accordance with applicable Law and the MLP Partnership Agreement, cause a meeting of the Holders of MLP Units (the “MLP Unitholders’ Meeting”) to be duly called and held, as soon as practicable after the Registration Statement is declared effective under the Securities Act (and in any event no later than 45 days thereafter), for the purpose of obtaining the MLP Unitholder Approval. Unless there has been an MLP Recommendation Change, (i) the MLP Parties shall use their reasonable best efforts to solicit and obtain the MLP Unitholder Approval; and (ii) the MLP Parties shall include in the Proxy Statement/Prospectus the recommendation by the MLP Board of the adoption of this Agreement by the Holders of MLP Units (the “MLP Recommendation”). The MLP Parties shall be required to cause the MLP Unitholders’ Meeting be called and held even if the MLP Board (or the MLP Conflicts Committee) effected an MLP Recommendation Change.

(b) The MLP Parties shall not adjourn or postpone the MLP Unitholders’ Meeting except to the extent the MLP Board or the MLP Conflicts Committee determines in good faith, after consultation with outside counsel, that such adjournment or postponement is required by applicable securities Law; provided, however, that the MLP Parties (or the MLP Conflicts Committee), after consultation with Buyer, may adjourn or postpone the MLP Unitholders’ Meeting (i) to the extent the MLP Board or the MLP Conflicts Committee believes in good faith, after consultation with outside legal counsel, that such adjournment or postponement is necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus or other required public disclosure is provided to Holders of MLP Units and that such Holders of MLP Units have a reasonable period of time to review any such supplement or amendment; (ii) if as of the time for which the MLP Unitholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient MLP Units represented (either in Person or by proxy) to constitute a quorum necessary to conduct business at such meeting; or (iii) to solicit additional proxies for the purpose of obtaining the MLP Unitholder Approval; provided, further, that unless otherwise agreed to by the Parties, the MLP Unitholders’ Meeting may not be adjourned or postponed to a date that is more than 20 Business Days after the date for which the meeting was originally scheduled (excluding any adjournments or postponements required by applicable securities Law); provided further, that, notwithstanding the foregoing, the MLP Parties may postpone or adjourn such meeting until the fifth Business Day after the expiration of any Recommendation Change Notice Period or Superior Proposal Notice Period.

SECTION 6.5 Non-Solicitation; Change in Recommendation.

(a) The MLP Parties shall, and shall cause their respective Subsidiaries and shall use their reasonable best efforts to cause their respective Representatives to, immediately cease and terminate any solicitation, discussions or negotiations with any Person that may be ongoing with respect to or that may reasonably be expected to lead to an MLP Takeover Proposal.

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(b) The MLP Parties shall not, and shall cause their respective Subsidiaries and shall use their reasonable best efforts to cause their respective Representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making or submission of any proposal or offer that constitutes an MLP Takeover Proposal (provided that the nothing in this Agreement shall prohibit any of the MLP Parties or their Representatives from informing any Person of the provisions of this Section 6.5 or from contacting any Person or group of Persons who has made an MLP Takeover Proposal after Execution Date solely to request the clarification of terms and condition thereof to determine whether the MLP Takeover Proposal is, or could reasonably be expected to lead to, a Superior Proposal); (ii) conduct or participate in any discussions or negotiations regarding any MLP Takeover Proposal; (iii) furnish to any Person any non-public information or data relating to MLP or any of its Subsidiaries or afford access to the business, properties, assets, or, except as required by Law or the MLP Partnership Agreement, books or records of MLP or any of its Subsidiaries in any such case in connection with an MLP Takeover Proposal; or (iv) approve or recommend, or propose to approve or recommend, or allow any MLP Group Entity to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to lead to any MLP Takeover Proposal (other than a confidentiality agreement permitted to be entered into by, and in accordance with, the next sentence). Notwithstanding the foregoing, at any time prior to obtaining the MLP Unitholder Approval, the MLP Parties and their Subsidiaries and Representatives may take the actions described in clauses (ii) and (iii) of this Section 6.5(b) with respect to a third Person that makes a bona fide unsolicited written MLP Takeover Proposal that did not result from a material breach of this Section 6.5(b) (a “Receiving Party”), if (A) the MLP Board (or the MLP Conflicts Committee) determines in good faith (after consultation with outside legal counsel) that such MLP Takeover Proposal is, or could reasonably be expected to lead to, an MLP Superior Proposal; (B) the MLP Board (or the MLP Conflicts Committee), after consultation with its outside legal counsel and financial advisors, determines in good faith that the failure to take such action would be inconsistent with its duties under the MLP Partnership Agreement or applicable Law; and (C) prior to furnishing any such non-public information to such Receiving Party, MLP receives from such Receiving Party an executed confidentiality agreement on terms substantially similar to, and not materially less favorable to the MLP Parties in the aggregate than, those contained in the Confidentiality Agreement (including the standstill obligations contained in Section 13 and the non-solicitation obligations contained in Section 14 of the Confidentiality Agreement). The MLP Parties shall as promptly as practicable (in all events within 24 hours) provide to Buyer a copy of such confidentiality agreement. The MLP Parties shall, as promptly as practicable (and in any event within 24 hours), advise Buyer in writing of any request for non-public information in connection with an MLP Takeover Proposal, any MLP Takeover Proposal received from any third person, or any request for discussions or negotiations with respect to any MLP Takeover Proposal, and, in the case of any MLP Takeover Proposal received, the material terms and conditions of such MLP Takeover Proposal. The MLP Parties shall, as promptly as practicable (and in all events

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within 24 hours), provide to Buyer complete copies of any written proposal or offers (including proposed agreements) received by the MLP Parties or any of their Subsidiaries or Representatives in connection with any of the foregoing, and the identity of the Person making any such request or MLP Takeover Proposal.

(c) The MLP Board and the MLP Conflicts Committee shall not, in each case unless permitted by Section 6.5(d), (i) fail to include the MLP Recommendation in the Proxy Statement/Prospectus; (ii) withdraw, or modify in any manner adverse to the Buyer Parties, or propose publicly to withdraw, or modify in any manner adverse to the Buyer Parties), the MLP Recommendation; or (iii) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any MLP Takeover Proposal (any action described in this Section 6.5(c) being referred to as an “MLP Recommendation Change”); provided, however, that nothing in this Agreement shall prohibit accurate disclosure (and such disclosure shall not be deemed to be an MLP Recommendation Change) of factual information regarding the business, financial condition or results of operations of the MLP Parties or the Buyer Parties or the fact that an MLP Takeover Proposal has been made, the identity of the Person making such proposal or the material terms of such proposal in the Proxy Statement/Prospectus or otherwise, in each case to the extent the MLP Parties in good faith determine, after consultation with its outside legal counsel, that such information, facts, identity or terms is required to be disclosed under applicable Law.

(d) Notwithstanding any other provision of this Agreement, at any time prior to obtaining the MLP Unitholder Approval, the MLP Board (and/or the MLP Conflicts Committee) may effect an MLP Recommendation Change if the MLP Board (or the MLP Conflicts Committee), after consultation with its outside legal counsel and financial advisors, determines in good faith that the failure to take such action would be inconsistent with its duties under the MLP Partnership Agreement or applicable Law and:

(i) if the MLP Board (or the MLP Conflicts Committee) intends to effect such MLP Recommendation Change in response to an MLP Takeover Proposal:

(A) such MLP Takeover Proposal is bona fide, in writing and has not been withdrawn or abandoned;

(B) the MLP Board (or MLP Conflicts Committee) has determined, after consultation with its outside legal counsel and financial advisors, that such MLP Takeover Proposal constitutes an MLP Superior Proposal after giving effect to all of the adjustments offered by the Buyer Parties pursuant to clause (E) below;

(C) the MLP Parties have provided prior written notice to the Buyer Parties in accordance with Section 9.3 (the “Superior Proposal Notice”) of the MLP Board’s (or the MLP Conflicts Committee’s) intention to effect an MLP Recommendation Change, and such Superior Proposal Notice has specified the identity of the Person making such MLP Takeover Proposal, the material terms and conditions of such MLP Takeover Proposal, and complete copies of any written proposal or offers (including proposed agreements) received by the MLP Parties in connection with such MLP Takeover Proposal;

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(D) during the period that commences on the date of delivery of the Superior Proposal Notice as determined in accordance with Section 9.3 and ends at 11:59 p.m. Central time on the date that is the fifth calendar day following the date of such delivery (the “Superior Proposal Notice Period”), the MLP Parties shall, and shall cause their Representatives to, (1) negotiate with the Buyer Parties and its Representatives in good faith to make such adjustments to the terms and conditions of this Agreement as would permit the MLP Board (or the MLP Conflicts Committee) not to effect an MLP Recommendation Change; and (2) keep the Buyer Parties and its Representatives reasonably informed with respect to the status and changes in the material terms and conditions of such MLP Takeover Proposal or other change in circumstances related thereto; provided, however, any material revisions to such MLP Takeover Proposal (it being agreed that any change in the purchase price in such MLP Takeover Proposal shall be deemed a material revision) shall require delivery of a subsequent Superior Proposal Notice and a subsequent Superior Proposal Notice Period in respect of such revised MLP Takeover Proposal, except that such subsequent Superior Proposal Notice Period shall expire upon the later of (x) the end of the initial Superior Proposal Notice Period and (y) 11:59 p.m. Central time on the date that is the third calendar day following the date of the delivery of such subsequent Superior Proposal Notice; and

(E) the MLP Board (or the MLP Conflicts Committee) shall have considered all revisions to the terms of this Agreement irrevocably offered in writing by the Buyer Parties and, at the end of the Superior Proposal Notice Period, shall have determined in good faith that such MLP Takeover Proposal continues to constitute a Superior Proposal even if such revisions were to be given effect; or

(ii) if the MLP Board (or the MLP Conflicts Committee) intends to effect such MLP Recommendation Change due to circumstances not involving an MLP Takeover Proposal:

(A) the MLP Parties have provided prior written notice to the Buyer Parties in accordance with Section 9.3 (the “Recommendation Change Notice”) of the MLP Board’s (or the MLP Conflicts Committee’s) intention to effect an MLP Recommendation Change, and such Recommendation Change Notice has specified the reasons for the MLP Recommendation Change;

(B) during the period that commences on the date of delivery of the Recommendation Change Notice as determined in accordance with Section 9.3 and ends at 11:59 p.m. Central time the date that is the fifth calendar day following the date of such delivery (the “Recommendation Change Notice Period”), the MLP Parties shall, and shall cause their Representatives to, (A) negotiate with the Buyer Parties and its Representatives in good faith to make such adjustments to the terms and conditions of this Agreement as would permit the MLP Board (or the MLP Parties) not to effect an MLP Recommendation Change; and (B) keep the Buyer Parties and its Representatives reasonably informed of any change in circumstances related thereto; and

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(C) the MLP Board (or the MLP Conflicts Committee) shall have considered all revisions to the terms of this Agreement irrevocably offered in writing by the Buyer Party and, at the end of the Recommendation Change Notice Period, shall have determined in good faith that the failure to effect an MLP Recommendation Change would be inconsistent with its duties under the MLP Partnership Agreement or applicable Law even if such revisions were to be given effect.

(e) Nothing contained in this Agreement shall prevent the MLP Board (or the MLP Conflicts Committee) from taking and disclosing to the limited partners of MLP a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to Holders of MLP Units) or from making any legally required disclosure to the limited partners of MLP. Any “stop-look-and-listen” communication by the MLP Board (or the MLP Conflicts Committee) to the limited partners of MLP pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to the Holders of MLP Units) shall not be considered an MLP Recommendation Change.

(f) The MLP Parties shall, and shall cause their respective Subsidiaries to, request all Persons (other than the Buyer Parties and their Representatives) who have been furnished confidential information regarding the MLP Parties or their Subsidiaries in connection with the solicitation of or discussions regarding an MLP Takeover Proposal within the 12 months prior to the Execution Date promptly to return or destroy such information to the extent that the MLP Parties or their respective Subsidiaries are entitled to have such documents returned or destroyed.

(g) Except to the extent the MLP Board (or the MLP Conflicts Committee) determines in good faith that the failure to take such action would be inconsistent with its duties under the MLP Partnership Agreement or applicable Law, each of the MLP Parties agrees not to, and to cause its Subsidiaries not to, release any third Person from the confidentiality and standstill provisions of any agreement to which such MLP Party or its Subsidiaries is or may become a party.

(h) Each MLP Party shall use its reasonable best efforts to inform all Representatives of such MLP Party and its Subsidiaries of the restrictions described in this Section 6.5. Notwithstanding anything to the contrary in this Section 6.5, any action, or failure to take action, in violation of the restrictions set forth in this Section 6.5 by any Representative of an MLP Party or any of its Subsidiaries at the direction or with the consent of such MLP Party or any of its Subsidiaries shall be deemed to be a breach of this Section 6.5.

SECTION 6.6 Reasonable Best Efforts; Further Assurances. From and after the Execution Date, upon the terms and subject to the conditions hereof, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable Law and Environmental Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. Without limiting the foregoing but subject to the other terms of this Agreement, the Parties agree that, from time to time, whether before, at or after the

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Closing Date, each of them shall execute and deliver, or cause to be executed and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated by this Agreement.

SECTION 6.7 No Public Announcement. On the Execution Date, the Parties shall issue a joint press release with respect to the execution of this Agreement and the Merger, which press release shall be reasonably satisfactory to Buyer General Partner and MLP General Partner. No Party shall issue any other press release or make any other public announcement concerning this Agreement or the transactions contemplated by this Agreement (other than an MLP Recommendation Change, as may be required by Law or by obligations pursuant to any listing agreement with the NYSE, in which event the Party making the public announcement or press release shall, to the extent practicable, (a) notify the Buyer General Partner or MLP General Partner, as applicable, in advance of such public announcement or press release; and (b) allow the Other Party reasonable time to comment on such public announcement in advance of such issuance) without the prior approval of the Buyer General Partner or MLP General Partner, as applicable, which approval shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, the Buyer Parties and the MLP Parties may respond to inquiries from securities analysts and the news media to the extent necessary to respond to such inquiries; provided, however, that such responses shall be in compliance with applicable securities Law.

SECTION 6.8 Expenses. Whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement, including legal fees, accounting fees, financial advisory fees and other professional and non-professional fees and expenses, shall be paid by the Party incurring such expenses.

SECTION 6.9 Tax Matters.

(a) The Parties intend to take the position that the Merger will constitute an “assets-over” partnership merger within the meaning of Treasury Regulations Section 1.708-1(c)(3)(i) and any cash deemed received by MLP will be treated as reimbursement of preformation expenditures in accordance with Treasury Regulations Section 1.707-4(d).

(b) The Buyer Parties and the MLP Parties acknowledge and agree that, for U.S. federal income tax purposes, the transactions contemplated by this Agreement shall cause a termination of MLP pursuant to Section 708(a)(1)(A) of the Code. As a result, for U.S. federal income tax purposes, the taxable year of MLP shall end as of the Closing Date and the Parties shall take all actions permitted under applicable Laws to close the Tax periods of the subsidiaries of MLP other than Crestwood Midstream Finance Corporation as of the Closing Date. Allocation of income or deductions relating to the period ending on the Closing Date shall be taken into account by means of an interim closing of the books; provided, however, that exemptions, allowances or deductions that are calculated for an entire Tax period (including, but not limited to, depreciation and amortization deductions) shall be allocated between the portion of such Tax period

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ending on the Closing Date and the remaining portion of such period in proportion to the number of days in each such period. Buyer shall prepare and file, or cause to be prepared and filed, all Tax Returns of MLP and its subsidiaries required to be filed after the Closing Date; provided, however, that Buyer shall timely provide the MLP Representative with a copy of any Tax Return (together with all supporting documentation and workpapers) to be filed by or with respect to MLP or any of its subsidiaries for any Tax period that begins on or before the Closing Date at least thirty (30) days prior to the due date for filing such Tax Return for the MLP Representative’s review and reasonable comment. Buyer shall take into account any changes reasonably requested by the MLP Representatives and cause such Tax Return to be filed timely, providing a copy of the Tax Return as filed to the MLP Representatives.

(c) All sales, use, stamp, registration, value added, documentary, filing, recording, transfer or similar fees or Taxes or governmental charges levied by any Governmental Entity in connection with the transactions contemplated by this Agreement, shall be borne by Buyer. The Parties shall cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any such Taxes.

SECTION 6.10 Section 16(b). Prior to the Effective Time, MLP and Buyer shall take such actions as may be necessary to cause acquisitions or dispositions of equity securities of MLP and Buyer resulting from the transactions contemplated by this Agreement by each Person (including any Person who may be deemed to be a “director by deputization” under applicable securities laws) who may be subject to Section 16 of the Exchange Act with respect to MLP, or may become subject to such requirements with respect to Buyer, to be exempt under Rule 16b-3 promulgated under the Exchange Act in accordance with the procedures set forth in such Rule 16b-3 and the Skadden, Arps, Slate, Meagher & Flom LLP SEC No-Action Letter (January 12, 1999).

SECTION 6.11 Indemnification, Exculpation and Insurance.

(a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement or under the MLP Partnership Agreement, the Governing Documents of the MLP General Partner or this Agreement in effect on the Execution Date, from the Effective Time and until the six (6) year anniversary of the Effective Time, Buyer shall indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the Execution Date or who becomes prior to the Effective Time, a director or officer of any of the MLP Group Entities or who acts as a fiduciary under any Employee Benefit Plan of the MLP Group Entities (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including reasonable attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement (with the approval of the indemnifying party, which approval shall not be unreasonably withheld, delayed or conditioned), of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party by reason of the fact that such Person is or was a director or officer of any of the MLP Group Entities, a fiduciary under any Employee Benefit Plan or is or was serving at the request of any of the MLP Group Entities as a director, officer, employee or agent of another corporation, partnership,

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limited liability company, joint venture, trust or other enterprise existing prior to or at the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the transactions contemplated hereby, in each case to the fullest extent permitted under applicable Law (and Buyer shall pay expenses incurred in connection therewith promptly as statements therefor are received to each Indemnified Person to the fullest extent permitted under applicable Law).

(b) Without limiting the foregoing, in the event any such Proceeding is brought or threatened to be brought against any Indemnified Persons (whether arising before or after the Effective Time): (i) the Indemnified Persons may retain MLP’s regularly engaged legal counsel or other counsel satisfactory to them, and Buyer shall pay all reasonable fees and expenses of such counsel for the Indemnified Persons promptly as statements therefor are received, and (ii) Buyer shall use its reasonable best efforts to assist in the defense of any such matter (and the Indemnified Persons shall cooperate with Buyer with respect thereto); provided, however, that Buyer shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.11, upon learning of any such Proceeding, shall notify Buyer (but the failure so to notify shall not relieve a Party from any obligations that it may have under this Section 6.11 except to the extent such failure materially prejudices such Party’s position with respect to such claims); provided, further, that Buyer shall not be obligated pursuant to this Section 6.11(b) to pay the fees and disbursements of more than one (1) counsel for all Indemnified Persons in any single action, unless, in the good faith judgment of any of the Indemnified Persons, there is or may be a conflict of interest between two or more of such Indemnified Persons, in which case there may be separate counsel for each similarly situated group. With respect to any determination of whether any Indemnified Person is entitled to indemnification by Buyer under this Section 6.11, such Indemnified Person shall have the right to require that such determination be made by special, independent legal counsel jointly selected by the Indemnified Person and Buyer, and who has not otherwise performed material services for Buyer or the Indemnified Person within the last three (3) years.

(c) Buyer and the Surviving Entity shall not amend, repeal or otherwise modify (i) the certificate of limited partnership or MLP Partnership Agreement of the Surviving Entity or (ii) the certificate of limited partnership of Buyer or the Buyer Partnership Agreement, in each case, in any manner that would affect adversely the rights thereunder of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. Buyer shall, and shall cause the Surviving Entity to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the MLP Group Entities and any of their directors, officers or employees existing immediately prior to the Effective Time.

(d) Buyer and the Surviving Entity shall, to the fullest extent permitted by Law, indemnify any Indemnified Person against, and advance expenses to any

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Indemnified Person with respect to, all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) relating to the enforcement of such Indemnified Person’s rights under this Section 6.11 or under any Governing Documents or contract; provided that such indemnification shall be provided only if such Indemnified Person is ultimately determined to be entitled to indemnification hereunder or thereunder promptly following such determination.

(e) In the event that Buyer or the Surviving Entity or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its assets to any Person, then, and in each such case, Buyer and the Surviving Entity shall cause proper provision to be made so that the successors and assigns of Buyer or the Surviving Entity, as the case may be, assume the obligations set forth in this Section 6.11 contemporaneous with the closing of any such consolidation, merger, transfer or conveyance.

(f) At or prior to the Effective Time, MLP may cause to be put in place, or, if requested by MLP, the Buyer shall cause to be put in place, and, in either case, Buyer shall fully prepay immediately prior to the Effective Time, “tail” insurance policies covering claims for at least for six (6) years following the Effective Time from an insurance carrier with the same or better credit rating as MLP’s current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope of not less than the existing coverage and having other terms at least as favorable to the insured Persons as the directors’ and officers’ liability insurance coverage maintained by the MLP Group Entities as of the Execution Date; provided, however, that in no event shall Buyer or the Surviving Entity be required to expend pursuant to this Section 6.11(f) more than an amount per year equal to 300% of current annual premiums paid by MLP for such insurance (the “Premium Cap”), in which case the Surviving Entity shall, and Buyer shall cause the Surviving Entity to, use reasonable best efforts to maintain in effect, at no expense to the beneficiaries, for a period of at least six (6) years from the Effective Time for the persons who are covered by MLP’s existing directors’ and officers’ liability insurance, with the best overall terms, conditions, retentions and levels of coverage reasonably available for an annual premium equal to the Premium Cap. Buyer shall maintain such policy in full force and effect and continue to honor the obligations thereunder.

SECTION 6.12 Distributions. The Buyer Parties and the MLP Parties shall coordinate with each other the declaration of, and the setting of record dates and payment dates for, distributions in respect of their respective units so that, in respect of any fiscal quarter, Holders of MLP Units do not (a) receive more than one distribution in respect of both (i) MLP Units and (ii) Buyer Common Units received pursuant to the Merger in exchange therefor; or (b) fail to receive a distribution in respect of one of (i) MLP Units or (ii) Buyer Common Units received pursuant to the Merger in exchange therefor.

SECTION 6.13 Limited Liability Company Interests of MLP General Partner. At or prior to the Effective Time, NRGY shall transfer 100% of its limited liability company interest in MLP General Partner to Buyer General Partner, which MLP General Partner will at the time of such transfer own 100% of the MLP Incentive Distribution Rights. At or prior to the Effective Time, Buyer shall cause New General Partner to be formed as a Subsidiary of Buyer.

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SECTION 6.14 Amendment of the MLP Partnership Agreement. At the Effective Time, the MLP Partnership Agreement shall be amended and restated so that it reads substantially in the form of the MLP Amended and Restated Partnership Agreement.

SECTION 6.15 Buyer Board Directors. NRGY shall not change, or cause to be changed, any of the directors of the Buyer Board until the earlier of (a) the termination of the Option Agreement pursuant to its terms and (b) the Effective Time; provided, however, that NRGY may add, or cause to be added, additional directors to the Buyer Board if NRGY causes the Buyer Board to delegate to the Buyer Special Committee all its authority to negotiate and/or approve any amendments, supplements, waivers or modifications in respect of this Agreement and all other agreements contemplated hereby (including the Voting Agreement and the Option Agreement), or approve or agree to any termination of this Agreement or any other agreement contemplated hereby (including the Voting Agreement and the Option Agreement), and exercise all rights under this Agreement and any other agreement contemplated hereby (including the Voting Agreement and the Option Agreement).

SECTION 6.16 Financing.

(a) The Buyer Parties shall use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to arrange the Debt Refinancing on the terms and conditions described in the Refinancing Commitment Letter, including using their commercially reasonable efforts to (i) maintain in effect the Refinancing Commitment Letter; (ii) satisfy on a timely basis all conditions applicable to the Buyer Parties to obtaining the Debt Refinancing as set forth in the Refinancing Commitment Letter that are within its control; (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions (including, if necessary, the flex provisions) contemplated by the Refinancing Commitment Letter or on other terms no less favorable to Buyer; (iv) comply with the Buyer’s obligations under the Refinancing Commitment Letter and the definitive agreements with respect thereto; (v) subject to the terms and conditions contemplated in the Refinancing Commitment Letter, consummate the Debt Refinancing at or prior to the Effective Time; and (vi) enforce its rights under the Refinancing Commitment Letter. If any portion of the Debt Refinancing becomes unavailable on the terms and conditions (including the flex provisions) contemplated in the Refinancing Commitment Letter or the definitive agreements with respect thereto, the Buyer Parties shall promptly notify the MLP Parties and use their commercially reasonable efforts to amend, modify, supplement, alter, restate, substitute or replace the Debt Refinancing with other alternative financing, on terms no less favorable to Buyer, as promptly as possible; provided, however, that the Buyer Parties shall not permit any amendment, modification, supplement, alteration, restatement, substitution or replacement of the Refinancing Commitment Letter or the Debt Refinancing on terms that are less favorable to Buyer, without the prior consent of the MLP Parties, such consent not to be unreasonably withheld, delayed or conditioned. In such event, the term “Refinancing Commitment Letter” as used herein shall be deemed to include the amended, modified, supplemented, altered, restated, substituted or

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replacement, commitment letter. The Buyer Parties shall promptly (and in any event within two Business Days) notify the MLP Parties: (A) of any default or breach by any party to the Refinancing Commitment Letter or definitive documents related to the Debt Refinancing of which the Buyer Parties are aware; (B) of the receipt of any written notice from any party to the Refinancing Commitment Letter with respect to (1) any default, breach, termination or repudiation by any party to the Refinancing Commitment Letter or definitive documents related to the Debt Refinancing or (2) any material dispute or disagreement between or among parties to the Refinancing Commitment Letter or definitive documents related to the Debt Refinancing of which the Buyer Parties become aware; and (C) if for any reason the Buyer Parties determine in good faith that they will not be able to obtain all or any portion of the Debt Refinancing on the terms, in the manner or from the sources contemplated by the Refinancing Commitment Letters. The Buyer Parties shall keep the MLP Parties informed on a reasonably current basis of the status of their efforts to arrange the Debt Refinancing and provide copies of all draft and executed documents related to the Debt Refinancing to the MLP Parties. In the event that the Buyer Parties are unable to obtain the Debt Refinancing or alternative financing on terms no less favorable to Buyer, the Buyer Parties will obtain an amendment to the Buyer Credit Agreement so that the Buyer will be permitted thereunder to, and will have sufficient funds available thereunder to, refinance the MLP Credit Agreements at the Closing; provided, however, that the Buyer Parties shall be permitted to pay any and all fees to the lenders and administrative agent in connection with any such amendment without the prior consent of the MLP Parties.

(b) The Buyer Parties shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to maintain in effect the Repurchase Commitment Letter. If a “Ratings Decline” (as defined in the Buyer Indenture) has occurred within 90 days following the consummation of the General Partner Transactions (or the Parties reasonably expect such a Ratings Decline to occur) and there has not been a successful consent solicitation as described in Section 6.17(a), the Buyer Parties shall comply with all the terms of Section 4.15 of the Buyer Indenture and conduct a “Change of Control Offer” (as defined in the Buyer Indenture) under the terms required by the Buyer Indenture and shall use their commercially reasonable efforts to arrange the Repurchase Financing on the terms and conditions described in the Repurchase Commitment Letter, including using their commercially reasonable efforts to (i) satisfy on a timely basis all conditions applicable to the Buyer to obtaining the Repurchase Financing as set forth in the Repurchase Commitment Letter that are within its control; (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Repurchase Commitment Letter (including, if necessary, the flex provisions) or on other terms no less favorable to the Buyer; (iii) comply with the Buyer’s obligations under the Repurchase Commitment Letter and the definitive agreements with respect thereto; (iv) subject to the terms and conditions contemplated in the Repurchase Commitment Letter, conduct and consummate the Repurchase Financing at or prior to the time any repurchases of the Buyer Notes are required to be made under Section 4.15 of the Buyer Indenture; and (v) enforce its rights under the Repurchase Commitment Letter. If any portion of the Repurchase Refinancing becomes unavailable on the terms and conditions (including the flex provisions) contemplated in the Repurchase Commitment Letter or the

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definitive agreements with respect thereto, the Buyer Parties shall promptly notify the MLP Parties and use their commercially reasonable efforts to amend, modify, supplement, alter, restate, substitute or replace the Repurchase Financing with other alternative financing, on terms no less favorable, taken as a whole, to Buyer, as promptly as possible; provided, however, that the Buyer Parties shall not permit any amendment, modification, supplement, alteration, restatement, substitution or replacement of the Repurchase Commitment Letter without the consent of the MLP Parties, such consent not to be unreasonably withheld. In such event, the term “Repurchase Commitment Letter” as used herein shall be deemed to include the amended, modified, supplemented, altered, restated, substituted or replacement, commitment letter. The Buyer Parties shall promptly (and in any event within two Business Days) notify the MLP Parties: (A) of any default or breach by any party to the Repurchase Commitment Letter or definitive documents related to the Repurchase Financing or of which the Buyer Parties are aware; (B) of the receipt of any written notice from any party to the Repurchase Commitment Letter with respect to (1) any default, breach, termination or repudiation by any party to the Repurchase Commitment Letter or definitive documents related to the Repurchase Financing or (2) any material dispute or disagreement between or among parties to the Repurchase Commitment Letter or definitive documents related to the Repurchase Refinancing of which the Buyer Parties become aware; and (C) if for any reason the Buyer Parties determine in good faith that they will not be able to obtain all or any portion of the Repurchase Financing on the terms, in the manner or from the sources contemplated by the Repurchase Commitment Letter. The Buyer Parties shall keep the MLP Parties informed on a reasonably current basis of the status of their efforts to arrange the Repurchase Financing and provide copies of all draft and executed documents related to the Repurchase Financing to the MLP Parties. The obligations of the Buyer Parties under this Section 6.16(b) shall terminate on the earlier of (x) the 91^st day following the consummation of the General Partner Transactions if a “Ratings Decline” (as defined in the Buyer Indenture) has not occurred prior to such time and (y) the date of a successful consent solicitation as described in Section 6.17(a).

(c) From and after the Execution Date until the Effective Time, the Parties shall provide one another such reasonable cooperation as may be reasonably requested by another Party and that is customary in connection with a financing comparable to the Debt Financing, including (i) furnishing to a Party (and, with respect to Buyer, its Financing Sources), as promptly as practicable all financial, business and other pertinent information related to the disclosing Party and its Affiliates reasonably required by the requesting Party for such Party to produce the financial statements and other marketing document information to consummate the Debt Financing, including all historical financial statements (including, on a timely basis, unaudited financial statements and related management’s discussion and analysis and summary and selected financial statements for each subsequent fiscal quarter after any quarter (other than the fourth fiscal quarter) ended at least 45 days prior to the Effective Time), and all pro forma financial statements required by Regulation S-X under the Securities Act, and, to the extent required by the Repurchase Commitment Letter, the financial and other data and information, including a description of the business, of the type and in the form required by Regulation S-X and Regulation S-K under the Securities Act and of type and in the form customarily included in an offering memorandum or circular under Rule 144A of

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the Securities Act in the event an offering of debt securities is required by the terms of the Repurchase Commitment Letter and; (ii) using commercially reasonable efforts to cause its senior executive officers to participate in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with prospective lenders, investors and rating agencies in connection with the Debt Financing, including through a customary “road show”; (iii) assisting with the preparation of (A) an offering memorandum or circular, bank information memoranda, private placement memoranda and similar documents, including “roadshow” or investor meeting slides required in connection with the Debt Financing (including requesting any consents of accountants for use of their reports in any materials relating to the Debt Financing and the delivery of one or more customary representation letters); and (B) materials for rating agency presentations; (iv) reasonably cooperating with the marketing efforts of a Party and, with respect to Buyer, the Financing Sources, for any portion of the Debt Financing; (v) facilitating the pledging of collateral in connection with the Debt Financing, including executing and delivering any customary pledge and security documents, currency or interest hedging arrangements or other definitive financing documents or other certificates, legal opinions, surveys and title insurance and documents as may be reasonably requested by a Party (including a certificate of the chief financial officer of a Party and its subsidiaries on a consolidated basis with respect to solvency matters as of the Effective Time on a pro forma basis); (vi) providing to the Financing Sources all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; (vii) using commercially reasonable efforts to obtain accountants’ comfort letters, legal opinions, surveys and title insurance as reasonably requested by a Party; (viii) taking corporate actions reasonably necessary to permit the completion of the Debt Financing; and (ix) facilitating the execution and delivery (at the Effective Time) of definitive documents related to the Debt Financing as may be reasonably requested by a Party; provided, however, that no MLP Group Entity shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. Each Party hereby consents to the reasonable use of its and its Affiliates’ logos in connection with the Debt Financing; provided, however, that such logos may not be used in a manner that is reasonably likely to harm or disparage such Party, its Affiliates or their marks.

SECTION 6.17 Consent Solicitation.

(a) Subject to the terms and conditions of this Agreement, if requested by the MLP Parties following a (or prior to an expected) Ratings Decline (as defined in the Buyer Indenture), the Buyer Parties shall take all actions necessary to consummate a successful consent solicitation (the “Consent Solicitation”) to waive or otherwise amend the “Change of Control” provision under the Buyer Indenture, at or prior to the time that the Buyer would be required to repurchase any Buyer Notes under Section 4.15 of the Buyer Indenture. The Parties shall use their commercially reasonable efforts to (i) prepare a consent solicitation statement, including, among other things, (A) a summary of the Merger and the other transactions contemplated hereby and (B pro forma financial statements for the Buyer in accordance with Regulation S-X under the Securities Act that give effect to the transactions contemplated hereby, including the Debt Financings; and

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(ii) commence a consent solicitation with respect to the Buyer Notes, on the terms and conditions in compliance with the Buyer Indenture and the Buyer Notes. Notwithstanding the foregoing, any Consent Solicitation shall otherwise be consummated in compliance with applicable Laws and SEC rules and regulations.

(b) The Buyer Parties covenant and agree that, promptly following the consent solicitation expiration date, assuming the requisite consents are received, each of the Buyer Parties and their applicable Subsidiaries as is necessary, shall (and shall use their commercially reasonable efforts to cause the applicable trustee to) execute a supplemental indenture to the Buyer Indenture, which supplemental indenture shall implement the amendments described in the consent solicitation statement, related letter of transmittal and other related documents (collectively, the “Consent Solicitation Documents”). Concurrent with the effectiveness of such supplemental indenture, the Buyer shall pay the Consent Solicitation consideration in accordance with the Consent Solicitation Documents.

(c) The Parties shall, and shall cause their respective Subsidiaries to, reasonably cooperate with the Other Parties in the preparation of the necessary and appropriate documentation in connection with the Consent Solicitation Documents. The Consent Solicitation Documents (including all amendments or supplements) and all mailings to the holders of the Buyer Notes in connection with the Consent Solicitation shall be subject to the prior review of MLP and shall be reasonably acceptable to it. If at any time prior to the completion of the Consent Solicitation any information in the Consent Solicitation Documents should be discovered by the Buyer Parties, which should be set forth in an amendment or supplement to the Consent Solicitation Documents, so that the Consent Solicitation Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, the party that discovers such information shall use commercially reasonable efforts to promptly notify the other party, and an appropriate amendment or supplement prepared by the Buyer Parties describing such information shall be disseminated to the holders of the Buyer Notes (which supplement or amendment and dissemination may, at the reasonable direction of the Buyer Parties, take the form of a filing of a Current Report on Form 8-K). Notwithstanding anything to the contrary in this Section 6.17, the Buyer Parties shall and shall cause their Subsidiaries to comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable Law to the extent such Laws are applicable in connection with the Consent Solicitation

SECTION 6.18 Investigation; No Other Representations or Warranties.

(a) Investigation.

(i) Each of the Buyer Parties acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the MLP Group Entities and their businesses and operations, and each of the Buyer Parties has requested such documents and information from MLP as it considers

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material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Each of the Buyer Parties acknowledges and agrees that it has had an opportunity to ask questions of and receive answers from MLP with respect to matters it considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement.

(ii) Each of the MLP Parties acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Buyer Group Entities and their businesses and operations, and each of the MLP Parties has requested such documents and information from Buyer as it considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Each of the MLP Parties acknowledges and agrees that it has had an opportunity to ask questions of and receive answers from Buyer with respect to matters it considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement.

(b) No Other Representations or Warranties.

(i) Each of the Buyer Parties agrees that, except for the representations and warranties made by the MLP Parties that are expressly set forth in Article IV and in any certificate provided pursuant to Section 7.2(e), neither the MLP Parties nor any other Person has made and shall not be deemed to have made any representation or warranty of any kind. Except for the representations and warranties made by the MLP Parties that are expressly set forth in Article IV and in any certificate provided pursuant to Section 7.2(e), without limiting the generality of the foregoing, each of the Buyer Parties agrees that none of the MLP Parties, any holder of MLP’s securities or any of the MLP Parties’ respective Affiliates or Representatives, makes or has made any representation or warranty to the Buyer Parties or any of their Representatives or Affiliates with respect to:

(A) any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of MLP or any of the MLP Subsidiaries or the future business, operations or affairs of MLP or any of the MLP Subsidiaries heretofore or hereafter delivered to or made available to the Buyer Parties or their respective Representatives or Affiliates; or

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(B) any other information, statement or documents heretofore or hereafter delivered to or made available to the Buyer Parties or their respective Representatives or Affiliates.

(ii) Each of the MLP Parties agrees that, except for the representations and warranties made by the Buyer Parties that are expressly set forth in Article V and in any certificate provided pursuant to Section 7.3(e), neither the Buyer Parties nor any other Person has made and shall not be deemed to have made any representation or warranty of any kind. Except for the representations and warranties made by the Buyer Parties that are expressly set forth in Article V and in any certificate provided pursuant to Section 7.3(e), without limiting the generality of the foregoing, each of the MLP Parties agrees that none of the Buyer Parties, any holder of Buyer’s securities or any of the Buyer Parties’ respective Affiliates or Representatives, makes or has made any representation or warranty to the MLP Parties or any of their Representatives or Affiliates with respect to:

(A) any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of Buyer or any of the Buyer Subsidiaries or the future business, operations or affairs of Buyer or any of the Buyer Subsidiaries heretofore or hereafter delivered to or made available to the MLP Parties or their respective Representatives or Affiliates; or

(B) any other information, statement or documents heretofore or hereafter delivered to or made available to the MLP Parties or their respective Representatives or Affiliates.

SECTION 6.19 Listing. Prior to the Effective Time, Buyer shall cause the New Buyer Common Units to be issued in accordance with this Agreement to be approved for listing (subject, if applicable, to notice of issuance) for trading on the NYSE.

SECTION 6.20 Business Opportunities. Except for the assets or business opportunities described in Section 6.20 of the Buyer Disclosure Schedule or Section 6.20 of the MLP Disclosure Schedule, from and after the date of the consummation of the General Partner Transactions and until the earliest of (a) the date that is two years following the valid termination of this Agreement pursuant to its terms, (b) the Effective Time and (c) the termination of this Agreement pursuant to Section 8.3(b), Buyer and MLP hereby agree, and shall cause their respective controlled Affiliates to agree, that in the event that an opportunity to develop, acquire or invest in an asset or business is presented to Buyer, MLP or any of their respective controlled Affiliates, each of Buyer and MLP shall jointly determine the allocation of participation in such opportunity by Buyer, MLP and their respective controlled Affiliates; provided, however, that if the Buyer and MLP are not able to make such joint determination with respect to an opportunity, Buyer and MLP shall participate in such opportunity on an equal (50/50) basis. In the event that the provisions of this Section 6.20 terminate as a result of the occurrence of the event described

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in clause (c) above and an MLP Takeover Proposal has not been consummated within twelve months of the date of such termination, then the provisions of this Section 6.20 shall apply during the period from such twelve month anniversary to the date that is two years from such termination (provided, however, that for purposes of the foregoing, “50%” shall be substituted for “15%” in the definition of MLP Takeover Proposal). Notwithstanding anything to the contrary in this Agreement, the rights in this Section 6.20 are not assignable by Buyer or MLP without the prior written consent of the Other Parties.

SECTION 6.21 Resignations of MLP Directors. At or prior to the Effective Time, the directors of the MLP Board, and the directors of such other MLP Group Entities reasonably designated by Buyer at least five Business Days prior to the Closing Date, shall tender to Buyer their resignations as directors, effective as of the Effective Time.

SECTION 6.22 Omnibus Agreement. Promptly following the execution of this Agreement and in any event prior to the scheduled closing of the General Partner Transactions, Buyer and Buyer GP shall deliver to MLP and the Recipient Parties (as defined in the MLP GP Contribution Agreement) a waiver of any rights they may otherwise have to terminate the Omnibus Agreement, dated December 21, 2011, by and among, NRGY General Partner, NRGY, Buyer GP and Buyer as a result of the General Partners Transactions or the transactions contemplated by this Agreement.

SECTION 6.23 Advice of Changes. Each Party shall promptly advise the Other Parties of any change or event (a) having or reasonably likely to have a Buyer Material Adverse, as applicable or an MLP Material Adverse Effect, as applicable or (b) that it believes would or would be reasonably likely to cause or constitute breach of any of the representations, warranties or covenants contained in this Agreement that would result in, if occurring or continuing on the Closing Date, the failure of any of the conditions set forth in Article VII; provided, however, that a failure to comply with this Section 6.22 shall not constitute the failure of any condition set forth in Article VII to be satisfied unless the underlying Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Article VII to be satisfied.

SECTION 6.24 Transaction Litigation. Subject to applicable Law, and without affecting the right of any Party and its directors or executive offices to retain counsel and direct the defense of any Proceeding by any unitholder naming such Party or its directors and officers as defendants, each of MLP Parties and the Buyer Parties shall allow the Other Parties the opportunity to participate in the defense or settlement of any Proceeding against such Party and its directors or executive officers relating to the Merger, the Buyer Unit Issuance, the MLP Partnership Agreement and the other transactions contemplated by this Agreement. No MLP Party or Buyer Party shall settle or offer to settle any Proceeding commenced prior to or after the Execution Date against such Party or its directors, executive officers or similar persons by any unitholder of such Party relating to the Merger or the other transactions contemplated by this Agreement without the prior written consent of the Other Parties (such consent not to be unreasonably withheld, delayed or conditioned).

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ARTICLE VII

CONDITIONS TO CLOSING

SECTION 7.1 Conditions to Each Party’s Obligations. The obligation of the Parties to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, as to a Party by such Party:

(a) MLP Unitholder Approval. The MLP Unitholder Approval shall have been obtained in accordance with the MLP Partnership Agreement and applicable Law.

(b) Approvals. All consents, approvals, permits and authorizations required to be obtained prior to the Effective Time from any Governmental Entity, shall have been obtained, and any applicable waiting period shall have expired or been terminated, except where the failure to comply would not be reasonably expected to have, individually or in the aggregate, an MLP Material Adverse Effect or a Buyer Material Adverse Effect.

(c) Registration Statement. The Registration Statement shall have become effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no unresolved Proceedings seeking to suspend the effectiveness of the Registration Statement shall have been initiated or threatened by the SEC or any other Governmental Entity.

(d) NYSE Listing. The Buyer Common Units to be issued in the Merger shall have been approved for listing on the NYSE subject to official notice of issuance.

(e) No Governmental Restraint. (i) No Order shall be in effect, and no Law shall have been enacted or adopted, that restrains, enjoins, makes illegal or otherwise prohibits the consummation of any of the transactions contemplated by this Agreement; and (ii) no Proceeding by any Governmental Entity with respect to the Merger or the other transactions contemplated by this Agreement shall be pending that seeks to restrain, enjoin, prohibit or delay consummation of the Merger or such other transactions or to impose any material restrictions or requirements thereon or on the Buyer Parties or the MLP Parties with respect thereto that would, individually or in the aggregate, constitute an MLP Material Adverse Effect or a Buyer Material Adverse Effect.

(f) General Partner Transactions. The General Partner Transactions shall have been consummated.

SECTION 7.2 Conditions to the Buyer Parties’ Obligations. The obligation of the Buyer Parties to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, by the Buyer Parties (in their sole discretion):

(a) Representations and Warranties. (i) The representations and warranties of the MLP Parties set forth in Article IV (other than those set forth in Section 4.2(a), Section 4.3 and Section 4.17(a)) shall be true and correct (without giving effect to any qualifications or limitations as to materiality, MLP Material Adverse Effect or words of

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similar import contained therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct have not had and would not reasonably be expected to have, individually or in the aggregate, an MLP Material Adverse Effect; (ii) the representations and warranties of the MLP Parties set forth in Section 4.3 shall be true and correct as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), other than in de minimis respects; and (iii) the representations and warranties of the MLP Parties set forth in Section 4.2(a) and Section 4.17(a) shall be true and correct.

(b) Agreements and Covenants. Each of the MLP Parties shall have performed or complied in all material respects with all agreements and covenants required to be performed by it hereunder.

(c) Tax Opinion. The Buyer Parties shall have received an opinion of Vinson & Elkins LLP or another nationally-recognized tax counsel dated as of the Closing Date to the effect that, for U.S. federal income tax purposes, (i) no Buyer Group Entity shall recognize any income or gain as a result of the Merger (other than any gain resulting from any decrease in partnership liabilities pursuant to Section 752 of the Code), (ii) no gain or loss shall be recognized by holders of Buyer Common Units as a result of the Merger (other than any gain resulting from any decrease in partnership liabilities pursuant to Section 752 of the Code), and (iii) 90% of the gross income of Buyer for the most recent four completed calendar quarters ending before the Closing Date for which the necessary financial information is available are from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of the Buyer Parties, the MLP Parties and any of their respective affiliates as to such matters as such counsel may reasonably request.

(d) Absence of an MLP Material Adverse Effect. There shall not have occurred after the Execution Date any events, changes, effects or developments that have had or that would reasonably be expected to have, individually or in the aggregate, an MLP Material Adverse Effect.

(e) Contribution of Cash. CW Holdings shall have deposited with the Exchange Agent the CW Holdings Cash Payment Amount.

(f) Officer Certificate. The Buyer Parties shall have received a certificate, dated as of the Closing Date, of an executive officer of MLP General Partner certifying to the matters set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(d).

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SECTION 7.3 Conditions to the MLP Parties’ Obligations. The obligation of the MLP Parties to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, by the MLP Parties (in their sole discretion):

(a) Representations and Warranties. (i) The representations and warranties of the Buyer Parties set forth in Article V (other than those set forth in Section 5.2(a), Section 5.3 and Section 5.17(a)) shall be true and correct (without giving effect to any qualifications or limitations as to materiality, Buyer Material Adverse Effect or words of similar import contained therein) as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct have not had and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect; (ii) the representations and warranties of the Buyer Parties set forth in Section 5.3 shall be true and correct as of the Closing, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), other than in de minimis respects; and (iii) the representations and warranties of the Buyer Parties set forth in Section 5.2(a) and Section 5.17(a) shall be true and correct.

(b) Agreements and Covenants. Each of the Buyer Parties shall have performed or complied in all material respects with all agreements and covenants required to be performed by it hereunder.

(c) Tax Opinion. The MLP Parties shall have received an opinion dated as of the Closing Date of Akin Gump Strauss Hauer & Feld LLP or another nationally-recognized tax counsel to the effect that, for U.S. federal income tax purposes, (i) no MLP Group Entity shall recognize any income or gain as a result of the Merger (other than (1) any gain resulting from any decrease in partnership liabilities pursuant to Section 752 of the Code and (2) as a result of any expense reimbursements, Fractional Unit Payments or other cash payments received or to be received pursuant to this Agreement), (ii) no gain or loss shall be recognized by holders of MLP Common Units (other than the CW Affiliates, any Buyer Group Entity or holders of Buyer Common Units) as a result of the Merger (other than (1) any gain resulting from any decrease in partnership liabilities pursuant to Section 752 of the Code or (2) as a result of any expense reimbursements, Fractional Unit Payments or other cash payments received or to be received pursuant to this Agreement), and (iii) 90% of the combined gross income of MLP and Buyer for the most recent four completed calendar quarters ending before the Closing Date for which the necessary financial information is available are from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of the MLP Parties, the Buyer Parties and any of their respective affiliates as to such matters as such counsel may reasonably request.

(d) Absence of a Buyer Material Adverse Effect. There shall not have occurred after the Execution Date any events, changes, effects or developments that have had or would reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

(e) Officer Certificate. The MLP Parties shall have received a certificate, dated as of the Closing Date, of an executive officer of Buyer General Partner certifying to the matters set forth in Section 7.3(a), Section 7.3(b) and Section 7.3(d).

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ARTICLE VIII

TERMINATION

SECTION 8.1 Termination by Mutual Consent. This Agreement may be terminated at any time prior to the Effective Time by the mutual written agreement of MLP and the Buyer.

SECTION 8.2 Termination by MLP or Buyer. At any time prior to the Effective Time, this Agreement may be terminated by MLP or Buyer if:

(a) the Effective Time shall not have occurred on or before November 5, 2013 (the “Drop-Dead Date”); provided, further, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any Party whose failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the principal cause of, or resulted in, the failure of the Effective Time to occur on or before such date;

(b) a Governmental Entity having jurisdiction over any Party hereto shall have issued an Order or adopted a Law permanently restraining, enjoining or otherwise prohibiting the Merger or making consummation of the Merger illegal and such Order or Law shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any Party whose failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the principal cause of, or resulted in, such action;

(c) the MLP Unitholders’ Meeting has been held and completed and the MLP Unitholder Approval shall not have been obtained at the MLP Unitholders’ Meeting (which shall include any reconvened meeting after an adjournment or postponement thereof); or

(d) if the NRGY GP Purchase Agreement or the MLP GP Contribution Agreement shall have been validly terminated in accordance with its terms.

SECTION 8.3 Termination by MLP. This Agreement may be terminated by MLP at any time prior to the Effective Time:

(a) if any Buyer Party has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement (or any of its representations and warranties contained in this Agreement shall fail to be true), which breach or failure (i) would (if occurring or continuing on the Closing Date) give rise to the failure of the condition set forth in Section 7.3(a) or Section 7.3(b) and (ii) is incapable of being cured by the Buyer Parties or, if capable of being cured, is not cured by the Buyer Parties at the earlier of (A) the date that follows 30 days after receipt

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of written notice from MLP of such a breach or failure and (B) the Drop-Dead Date; provided, however, that the right to terminate this Agreement pursuant to this Section 8.3(a) shall not be available to MLP if, at such time, a condition set forth in Section 7.2(a), Section 7.2(b) or Section 7.2(d) would not be satisfied if the Closing Date were to occur on the date of termination; or

(b) if an MLP Recommendation Change that is permitted by this Agreement shall have occurred in response to an MLP Takeover Proposal.

SECTION 8.4 Termination by Buyer. This Agreement may be terminated by Buyer at any time prior to the Effective Time (or in the case of clause (b) of this Section 8.4, at any time prior to the time that the MLP Unitholder Approval is obtained):

(a) if any MLP Party has breached or failed to perform in all material respects any of its representations, warranties, covenants or other agreements contained in this Agreement (or any of its representations and warranties contained in this Agreement shall fail to be true), which breach or failure to perform (i) would (if occurring or continuing on the Closing Date) give rise to the failure of the condition set forth in Section 7.2(a) or Section 7.2(b) and (ii) is incapable of being cured by the MLP Parties or, if capable of being cured, is not cured by the MLP Parties at the earlier of (A) the date that follows 30 days after receipt of written notice from Buyer of such a breach or failure and (B) the Drop-Dead Date; provided, however, that the right to terminate this Agreement pursuant to this Section 8.4(a) shall not be available to Buyer if, at such time, a condition set forth in Section 7.3(a), Section 7.3(b) or Section 7.3(d) would not be satisfied if the Closing Date were to occur on the date of termination;

(b) if any MLP Party commits a Willful and Material Breach of Section 6.3, Section 6.4 or Section 6.5; provided, however, that, solely in the event of a Willful and Material Breach of Section 6.3 or Section 6.4, Buyer’s right to terminate this Agreement pursuant to this Section 8.4(b) shall be exercisable only if such Willful and Material Breach is incapable of being cured by the MLP Parties or, if capable of being cured, is not cured by the MLP Parties at the date that follows ten calendar days after receipt of written notice from Buyer of such a breach or failure; provided, further, that the right to terminate this Agreement pursuant to this Section 8.4(b) shall not be available to Buyer if, at such time, a condition set forth in Section 7.3(a), Section 7.3(b) or Section 7.3(d) would not be satisfied if the Closing Date were to occur on the date of termination.

(c) if an MLP Recommendation Change shall have occurred, whether or not permitted by this Agreement; provided, however, that Buyer’s right to terminate this Agreement pursuant to this Section 8.4(c) is only exercisable prior to the commencement of the MLP Unitholders’ Meeting.

SECTION 8.5 Effect of Certain Terminations. In the event of a valid termination of this Agreement pursuant to this Article VIII, all rights and obligations of the Parties under this Agreement shall terminate, except the provisions of Section 6.2(b), Section 6.8, Section 6.15, Section 6.20, Article VIII and Article IX shall survive such termination; and none of the Parties or any of their respective Affiliates or Representatives shall

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have any liability of any nature whatsoever under this Agreement, or in connection with the transactions contemplated by this Agreement, except (a) as provided in Section 8.6; (b) for a Willful and Material Breach of this Agreement, for which the aggrieved Party shall be entitled to all rights and remedies available at law or equity against the Party that committed a Willful and Material Breach of this Agreement; provided, however, that if MLP pays the Termination Fee in accordance with Section 8.6(a), the MLP Parties shall not have any further liability of any kind for any reason in connection with any breach of Section 6.3, Section 6.4 or Section 6.5; (c) for fraud, for which the aggrieved Party shall be entitled to all rights and remedies available at law or equity; or (d) for breaches of the Confidentiality Agreement, for which the aggrieved Party shall be entitled to all rights and remedies provided for in the Confidentiality Agreement.

SECTION 8.6 Termination Fee and Expense Reimbursement.

(a) In the event this Agreement is terminated by Buyer pursuant to Section 8.4(b) or Section 8.4(c), or by MLP pursuant to Section 8.3(b), MLP shall pay to the Escrow Agent for the benefit of Buyer an amount equal to $50.8 million (the “Termination Fee”) within three Business Days of the date of such termination (in the case of a termination pursuant to Section 8.4(b) or Section 8.4(c)) or concurrently with such termination (in the case of a termination pursuant to Section 8.3(b)).

(b) In the event this Agreement is terminated by MLP or Buyer pursuant to Section 8.2(c), MLP shall reimburse the Buyer Parties for all their documented out-of-pocket costs and expenses actually incurred in connection with this Agreement and the transactions contemplated hereby, including all legal fees, accounting fees, financial advisory fees and other professional and non-professional fees and expenses as well as any commitment fees or other fees required by the Commitment Letters to be paid by the Buyer Parties, in an amount not exceeding $10.0 million in the aggregate (the “Expense Reimbursement”), within three Business Days of the date of such termination.

(c) In the event that (i) a bona fide MLP Takeover Proposal has been publicly communicated to or otherwise publicly made known to the unitholders of MLP or any Person has publicly announced an intention (whether or not conditional) to make an MLP Takeover Proposal and such MLP Takeover Proposal or intention to make an MLP Takeover Proposal has not been withdrawn prior to the MLP Unitholder Meeting (or if the MLP Unitholder Meeting has not occurred, prior to the termination of this Agreement pursuant to 8.2(a) or Section 8.4(a)); (ii) thereafter this Agreement is terminated pursuant to Section 8.2(a), Section 8.2(c) or Section 8.4(a); and (iii) prior to the date that is 12 months after the date of such termination, MLP enters into any definitive agreement related to an MLP Takeover Proposal, then MLP shall pay to the Escrow Agent for the benefit of Buyer an amount equal to the Termination Fee less any previously paid Expense Reimbursement, if and when such Takeover Proposal is consummated; provided, however, that for purposes of this Section 8.6(c) “50%” shall substituted for “15%” in the definition of MLP Takeover Proposal.

(d) Any Termination Fee and Expense Reimbursement shall be paid by wire transfer of same day funds to an account designated by Buyer in writing in accordance with Section 9.3. Each of the MLP Parties acknowledges that the agreements contained

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in this Section 8.6 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Buyer Parties would not enter into this Agreement. Each of the MLP Parties further acknowledges and agrees that a Termination Fee is not a penalty, but rather liquidated damages in amounts reasonably estimated by the Parties to compensate the Buyer Parties for efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby. Accordingly, if MLP fails promptly to pay the amount due pursuant to this Section 8.6 and, in order to obtain such payment, Buyer commences a Proceeding which results in an order against MLP for the Termination Fee or Expense Reimbursement, MLP shall pay to Buyer its costs and expenses (including attorneys’ fees and expenses) in connection with such Proceeding, together with interest on any unpaid amount of the Termination Fee or Expense Reimbursement at the rate on six-month U.S. Treasury obligations plus 500 basis points in effect on the date such payment was required to be made, calculated on a daily basis from the date the Termination Fee or Expense Reimbursement was required to be paid until the date of the actual payment. Notwithstanding anything contained in this Agreement to the contrary, if a Termination Fee becomes due and payable and MLP pays a Termination Fee, none of the MLP Parties shall have any further liability of any kind for any reason in connection with this Agreement or the termination contemplated hereby. For the avoidance of doubt, under no circumstances shall MLP be required to pay more than one Termination Fee or more than one Expense Reimbursement.

(e) Any amounts paid to the Escrow Agent pursuant to this Section 8.6, together with interest thereon (the “Escrow Fund”), shall be released by the Escrow Agent to Buyer as follows:

(i) at any time prior to the end of the fiscal year in which the payment was made to the Escrow Agent, Buyer shall submit to the Escrow Agent a certificate demanding a portion of the Escrow Fund equal to no greater than 70% of the maximum remaining amount that, in the good faith view of Buyer, may still be taken into the gross revenues of Buyer and be treated as if such amount were not “qualifying income” (as defined in Section 7704 of the Code) while satisfying the qualifying income exception required for partnership treatment for publicly traded partnerships, after taking into consideration all other sources of non-qualifying income (such maximum remaining amount, the “Non-Qualifying Income Cushion”), and the Escrow Agent shall within one Business Day thereafter, pay Buyer the amount demanded, by wire transfer of immediately available funds to an account designated by the Buyer;

(ii) during the fiscal year following the date that the payment was made to the Escrow Agent but prior to the passage of 30 calendar days following the filing of the IRS Form 1065 for the prior fiscal year, Buyer shall submit to the Escrow Agent a certificate identifying the actual Non-Qualifying Income Cushion from the prior year. If the payment contemplated by clause (i) above was (A) less than 80% of the actual Non-Qualifying Income Cushion, then Buyer shall submit to the Escrow Agent a certificate demanding a portion of the Escrow Fund equal

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to an amount which, when combined with the payment contemplated by clause (i) shall equal 90% of the actual Non-Qualifying Income Cushion, and the Escrow Agent shall within one Business Day thereafter, pay Buyer the amount demanded; (B) greater than or equal to 80%, but less than or equal to 90% of the actual Non-Qualifying Income Cushion, then Buyer shall notify the Escrow Agent that it shall not demand any additional payments from the Escrow Account; and (C) greater than 90% of the actual Non-Qualifying Income Cushion, then Buyer shall deliver a certificate to such effect to the Escrow Agent and return to the Escrow Fund an amount equal to the excess of the payment contemplated by clause (i) over 80% of the Non-Qualifying Income Cushion. Any payment under this clause (ii) shall be made by the Escrow Agent, or Buyer, as the case may be, by wire transfer of immediately available funds to an account designated by Buyer or the Escrow Agent, as the case may be; and

(iii) within one Business Day following the earlier of (A) completion of the procedures as contemplated by Section 8.6(e)(ii) above and (B) the passage of 30 days following the filing of the IRS Form 1065 for the prior fiscal year, the Escrow Agent shall pay MLP the remainder, if any, of the Escrow Fund, by wire transfer of immediately available funds to an account designated MLP.

(f) Each Party acknowledges and agrees that (i) the amount of a payment, if any, pursuant to clause (ii) of Section 8.6(e) is uncertain, and that depending on the amount of the demands made by Buyer pursuant to clause (ii) of Section 8.6(e), the Escrow Fund may be insufficient to permit payments to MLP pursuant to clause (iii) of Section 8.6(e); and (ii) MLP shall have no rights to any amounts in the Escrow Fund or to audit or inquire into the amounts demanded by or paid to Buyer.

(g) In the event Buyer exercises the “Option” as defined, and in accordance with, the Option Agreement, the Escrow Agent or Buyer, as applicable, shall return to MLP an amount equal to $21.8 million upon the full performance by MLP General Partner, CW Gas Holdings and CW Holdings of their obligations pursuant to Section 2.3(a) of the Option Agreement within three Business Days of the date of such performance. Section 8.6(e) shall apply mutatis mutandis in respect of any such return as if “MLP” was the “Buyer” referred to herein.

SECTION 8.7 Procedure for Termination. A termination of this Agreement pursuant to this Article VIII shall, in order to be effective, require, in the case of Buyer, action by the Buyer Board (or a committee thereof to which the Buyer Board has delegated decision making authority with respect to the applicable termination right), and, in the case of MLP, action by the MLP Board (or a committee thereof to which the MLP Board has delegated decision making authority with respect to the applicable termination right) or, in the case of a termination pursuant to Section 8.3(b), action by the MLP Conflicts Committee.

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ARTICLE IX

MISCELLANEOUS

SECTION 9.1 Survival. None of the representations, warranties, agreements, covenants or obligations in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the consummation of the Merger, except for those agreements, covenants and obligations contained herein (including Article III, Section 6.11 and Section 6.18) that by their terms are to be performed in whole or in part after the Effective Time and this Article IX).

SECTION 9.2 Enforcement of this Agreement. The Parties acknowledge and agree that an award of money damages would be inadequate for any breach of this Agreement by any Party and any such breach would cause the non-breaching Parties irreparable harm. Accordingly, the Parties agree that prior to the termination of this Agreement, in the event of any breach or threatened breach of this Agreement by one of the Parties, the Parties shall also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Such remedies shall not be the exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available at law or equity to each of the Parties.

SECTION 9.3 Notices. Any notice, request, instruction, correspondence or other document to be given hereunder by any Party to the Other Parties (each, a “Notice”) shall be in writing and delivered in Person or by courier service requiring acknowledgment of receipt of delivery or mailed by U.S. registered or certified mail, postage prepaid and return receipt requested, or by telecopier, as follows; provided, however, that copies to be delivered below shall not be required for effective notice and shall not constitute notice:

If to any of the MLP Parties, addressed to:

Crestwood Midstream Partners L.P.

Crestwood Gas Services GP LLC

700 Louisiana Street, Suite 2060

Houston, Texas 77002

Attention: Robert G. Phillips

Facsimile No.: 832-519-2250

with copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: William E. Curbow

Facsimile No.: 212-455-2502

and

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Conflicts Committee of the Board of Directors

Crestwood Gas Services GP LLC

700 Louisiana Street, Suite 2060

Houston, Texas 77002

Attention: Philip D. Gettig, Chairman of the Conflicts Committee

and

Morris, Nichols, Arsht & Tunnell LLP

1201 N. Market Street

Wilmington, Delaware 19801

Attention: Louis G. Hering

Facsimile: (302) 425-4662

If to any of the Buyer Parties, addressed to:

Inergy Midstream, L.P.

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

Attention: General Counsel

Facsimile: (816) 531-4680

and

Inergy, L.P.

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

Attention: General Counsel

Facsimile: (816) 531-4680

with copies to (which copies shall not constitute Notice):

Vinson & Elkins LLP

1001 Fannin Street, Suite 2500

Houston, Texas 77002

Attention: Mike Rosenwasser and Gillian A. Hobson

Facsimile: (713) 615-5794

and

Conflicts Committee of the Board of Directors

Inergy Midstream, L.P.

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

Attention: Randy E. Moeder, Chairman of the Conflicts Committee

Facsimile: (405) 286-9192

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and

Potter Anderson & Corroon LLP

1313 North Market Street

P.O. Box 951

Wilmington, DE 19899-0951

Attention: Thomas A. Mullen

Facsimile: (302) 778-6204

Notice given by personal delivery, courier service or mail shall be effective upon actual receipt. Notice given by telecopier shall be confirmed by appropriate answer back and 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 by telecopier shall be confirmed promptly after transmission in writing by certified mail or personal delivery. Any Party may change any address to which Notice is to be given to it by giving Notice as provided above of such change of address.

SECTION 9.4 Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law; provided, however, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York with respect to any action including any Financing Source. Each of the Parties agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the Parties irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware and (b) subject to service of process in the State of Delaware. Each Party hereby irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (and, if such court shall not have subject matter jurisdiction, any Delaware state court and the federal court of the United States located in the State of Delaware (together with the Delaware Court of Chancery, the “Delaware Courts”) for any Proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts); (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum; and (iii) acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such Party hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement. Each of the Parties agrees that it will not, and will not permit its Affiliates to, bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including with respect to any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the United States District Court for the

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Southern District of New York or any court of the State of New York sitting in the Borough of Manhattan in the City of New York and agree that the waiver of jury trial set forth in this Section 9.4 hereof shall be applicable to any such proceeding.

SECTION 9.5 Entire Agreement; Amendments and Waivers.

(a) Except for the Confidentiality Agreement, this Agreement and the exhibits and schedules hereto constitute the entire agreement between and among the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no representations, warranties or other agreements between or among the Parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. Except as expressly set forth in this Agreement (including the representations and warranties set forth in Article IV and Article V), (i) the Parties acknowledge and agree that neither the MLP Group Entities nor any other Person has made, and the Buyer Group Entities are not relying upon, any covenant, representation or warranty, express or implied, as to the MLP Group Entities or as to the accuracy or completeness of any information regarding any MLP Group Entity furnished or made available to any Buyer Group Entity; and (ii) the MLP Parties shall not have or be subject to any liability to any Buyer Group Entity or any other Person, or any other remedy in connection herewith, based upon the distribution to any Buyer Group Entity of, or any Buyer Group Entity’s use of or reliance on, any such information or any information, documents or material made available to the Buyer Group Parties in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby.

(b) This Agreement may be amended by the Parties at any time before or after the MLP Unitholder Approval, but, after any such MLP Unitholder Approval was obtained, no amendment shall be made which by Law requires further approval by the unitholders of MLP without such further approval. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. The failure of a Party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided. Notwithstanding the foregoing, no amendment shall be made to Section 9.4, Section 9.5, Section 9.6 or Section 9.10 which would be adverse to the Financing Sources without the prior written consent of such Financing Sources.

(c) Any amendments, supplements, waivers or modifications in respect of this Agreement pursuant to this Section 9.5 or any agreement to terminate this Agreement pursuant to Section 8.1 shall, in order to be effective, require, in the case of Buyer, action by the Buyer Board with the prior consent or recommendation of the Buyer Special Committee (or another committee to which the Buyer Board has delegated decision making authority with respect to the subject matter of such action) and, in the case of MLP, action by the MLP Board (or a committee thereof to which the MLP Board has

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delegated decision making authority with respect to the subject matter of the amendment); provided, however, that no amendment of this Agreement that changes the form of, reduces the amount of or extends the timing of payment of, the Applicable Merger Consideration or alters the rights of the MLP Conflicts Committee or Buyer Special Committee hereunder shall be effective unless such amendment is also approved by the MLP Conflicts Committee or Buyer Special Committee, as applicable.

SECTION 9.6 Binding Effect; No Third Party Beneficiaries; Assignment.

(a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

(b) None of the provisions of this Agreement shall be for the benefit of or enforceable by any third Person, including any creditor of any Party or any of their Affiliates, except (i) as provided in Section 6.11; (ii) as provided in Section 9.8; (iii) for the Financing Sources and their respective current former or future equity holders, controlling persons, Affiliates and Representatives, which shall be third party beneficiaries of Section 9.4, Section 9.5, Section 9.10 and this Section 9.6; and (iv) for the right of the MLP Unitholders the right to receive the Applicable Merger Consideration following the Effective Time and the right to be admitted as an Additional Limited Partner of Buyer in connection therewith. No such third Person shall obtain any right under any provision of this Agreement or shall by reason of any such provision make any claim in respect of any liability (or otherwise) against any Party. Without limiting the generality of the foregoing, nothing in this Agreement shall confer upon any employee, or legal representative or beneficiary thereof or other Person, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement or a right in any employee or beneficiary of such employee or other Person under any Employee Benefit Plan that such employee or beneficiary or other Person would not otherwise have under the terms of such plan, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties and their respective permitted successors and assigns, any rights, benefits or obligations hereunder.

(c) No Party may assign, transfer, dispose of or otherwise alienate this Agreement or any of its rights, interests or obligations under this Agreement (whether by operation of law or otherwise). Any attempted assignment, transfer, disposition or alienation in violation of this Agreement shall be null, void and ineffective.

SECTION 9.7 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of applicable Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement are not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the fullest extent possible.

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SECTION 9.8 No Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as Parties and no former, current or future equity holders, controlling persons, directors, officers, employees, agents or Affiliates of any Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any Party against the Other Parties, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

SECTION 9.9 Execution. This Agreement may be executed in multiple counterparts each of which shall be deemed an original and all of which shall constitute one instrument. Delivery of an executed signature page of this Agreement by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be effective as delivery of a manually executed counterpart hereof.

SECTION 9.10 Certain Agreements with Respect to Financing Sources. The Parties agree on behalf of themselves and their respective equity holders, controlling persons, Affiliates, and Representatives (collectively, the “Related Parties”) that the Financing Sources and their and their respective current former or future equity holders, controlling persons, Affiliates or Representatives and each of their successors and assigns shall be subject to no liability or claims by the Related Parties arising out of or relating to this Agreement, the financing or the transactions contemplated hereby or in connection with the Debt Financing, or the performance of services by such Financing Sources or their Affiliates or Representatives with respect to the foregoing; provided, however that nothing in this Section 9.10 shall limit the rights that any Party would have pursuant to the Commitment Letters.

[Signature page follows.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers hereunto duly authorized, all as of the date first written above.

CRESTWOOD MIDSTREAM PARTNERS LP
By: Crestwood Gas Services GP, LLC, its General Partner
By:	/s/ Robert G. Phillips
Name:	Robert G. Phillips
Title:	President
CRESTWOOD GAS SERVICES GP LLC
By:	/s/ Robert G. Phillips
Name:	Robert G. Phillips
Title:	President

Signature Page to Agreement and Plan of Merger

CRESTWOOD HOLDINGS LLC (SOLELY FOR PURPOSES OF SECTION 3.4(A))
By:	/s/ Robert G. Phillips
Name:	Robert G. Phillips
Title:	President

Signature Page to Agreement and Plan of Merger

INERGY MIDSTREAM, L.P.
By: NRGM GP, LLC, its General Partner
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer
NRGM GP, LLC
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer
INERGY, L.P.
By: Inergy GP, LLC, its General Partner
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer
INTREPID MERGER SUB, LLC
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer

Signature Page to Agreement and Plan of Merger

EX-10.2

Exhibit 10.2

EXECUTION VERSION

VOTING AGREEMENT

BY AND AMONG

INERGY, L.P.,

INERGY MIDSTREAM, L.P.,

NRGM GP, LLC,

AND

INTREPID MERGER SUB, LLC

AND

CRESTWOOD GAS SERVICES GP LLC,

CRESTWOOD GAS SERVICES HOLDINGS LLC,

AND

CRESTWOOD HOLDINGS LLC

AND

CRESTWOOD MIDSTREAM PARTNERS LP

Dated as of May 5, 2013

VOTING AGREEMENT

This VOTING AGREEMENT, dated as of May 5, 2013 (this “Agreement”), is entered into by and among Inergy, L.P., a Delaware limited partnership (“NRGY”), Inergy Midstream, L.P., a Delaware limited partnership (“NRGM”), NRGM GP, LLC, a Delaware limited liability company and the general partner of NRGM (“NRGM GP”), Intrepid Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of NRGM (“Merger Sub” and, collectively with NRGY, NRGM and NRGM GP, the “Inergy Parties”), on the one hand, and Crestwood Gas Services GP LLC, a Delaware limited liability company (“CMLP GP”), Crestwood Gas Services Holdings LLC, a Delaware limited liability company (“CW Gas Holdings”) and Crestwood Holdings LLC, a Delaware limited liability company (“CW Holdings” and, collectively with CMLP GP and CW Gas Holdings, the “Crestwood Parties”), and Crestwood Midstream Partners LP, a Delaware limited partnership (“CMLP”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution of this Agreement, the Inergy Parties, CMLP, CMLP GP, the general partner of CMLP, and CW Holdings, are entering into an Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”) pursuant to which, among other things, Merger Sub will merge with and into CMLP (the “Merger”) with CMLP as the surviving entity; and

WHEREAS, as of the date hereof, the Crestwood Parties are the Holders of the CMLP Units set forth on Schedule A hereto (the “Existing Units” and, together with any additional CMLP Units pursuant to Section 4.3 hereof, the “Subject Units”); and

WHEREAS, in connection with the Merger Agreement, the Inergy Parties have requested that the Crestwood Parties enter into this Agreement and abide by the covenants and obligations set forth herein, and CMLP has also requested that the Crestwood Parties abide by certain of the covenants and obligations set forth herein.

NOW THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements and conditions contained herein, the parties hereto agree as follows:

ARTICLE 1

GENERAL

1.1 Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

“Agreement” shall have the meaning set forth in the preamble.

“CMLP” shall have the meaning set forth in the recitals.

“CMLP Class D Units” shall mean the Class D units representing limited partner interests in CMLP issued pursuant to the CMLP Partnership Agreement.

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“CMLP Common Units” shall mean the common units representing limited partner interests in CMLP issued pursuant to the CMLP Partnership Agreement.

“CMLP GP” shall have the meaning set forth in the preamble.

“CMLP Limited Partners” shall have the meaning set forth in Section 2.1 of this Agreement.

“CMLP Partnership Agreement” shall mean the Second Amended and Restated Agreement of Limited Partnership of CMLP dated as of February 19, 2008, as amended from time to time.

“CMLP Units” shall mean the CMLP Common Units and the CMLP Class D Units.

“Crestwood Parties” shall have the meaning set forth in the preamble.

“CW Gas Holdings” shall have the meaning set forth in the preamble.

“CW Holdings” shall have the meaning set forth in the preamble.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Existing Units” shall have the meaning set forth in the recitals.

“Grantee” shall have the meaning set forth in Section 2.3 of this Agreement.

“Inergy Parties” shall have the meaning set forth in the preamble.

“Lien” shall mean any mortgage, lien, charge, restriction (including restrictions on transfer), pledge, security interest, option, right of first offer or refusal, preemptive right, lease or sublease, claim, right of any third party, covenant, right of way, easement, encroachment or encumbrance.

“Merger” shall have the meaning set forth in the recitals.

“Merger Agreement” shall have the meaning set forth in the recitals.

“Merger Sub” shall have the meaning set forth in the preamble.

“NRGM” shall have the meaning set forth in the preamble.

“NRGM GP” shall have the meaning set forth in the preamble.

“NRGY” shall have the meaning set forth in the preamble.

“Permitted Transfer” means (i) any Transfer of Subject Units by a Crestwood Party to another Crestwood Party or any other Affiliate of a Crestwood Party that is a party hereto or that agrees in a writing reasonably satisfactory to the Inergy Parties to be bound and subject to the terms and provisions hereof to the same extent as the Crestwood Parties and (ii) any pledge of Subject Units in connection with any credit facility now in existence or which may in the future be obtained by a Crestwood Party in connection with the transactions contemplated by the

2

Merger Agreement, MLP GP Contribution Agreement or NRGY GP Purchase Agreement and any Transfer of such Subject Units upon the foreclosure thereof by any lender under any such credit facility.

“Subject Units” shall have the meaning set forth in the recitals.

“Transfer” shall mean, directly or indirectly, to sell, transfer, assign, pledge, encumber, grant a participation in, gift-over, hypothecate or otherwise dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by liquidation, by dissolution, by dividend, by distribution, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, assignment, pledge, encumbrance, grant, gift, hypothecation or other disposition of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by interspousal disposition pursuant to domestic relations proceeding, by liquidation, by dissolution, by dividend, by distribution, by operation of Law or otherwise).

ARTICLE 2

VOTING

2.1 Agreement to Vote Subject Units. Each of the Crestwood Parties hereby irrevocably and unconditionally agrees that, at any meeting of the Limited Partners (as defined in the CMLP Partnership Agreement, the “CMLP Limited Partners”), however called, including any adjournment or postponement thereof, and in connection with any written consent of the CMLP Limited Partners, it shall, to the fullest extent that such Crestwood Party’s Subject Units are entitled to vote thereon or consent thereto:

(a) appear at each such meeting, in person or by proxy, or otherwise cause its Subject Units to be counted as present thereat for purposes of calculating a quorum; and

(b) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Subject Units (i) in favor of the adoption of the Merger Agreement and any transactions contemplated by the Merger Agreement, submitted for the vote or written consent of the CMLP Limited Partners; (ii) against any action, agreement or transaction that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of CMLP or CMLP GP or any of their Subsidiaries contained in the Merger Agreement; and (iii) against any action, agreement or transaction that would impede, interfere with, delay, postpone, discourage, prevent, nullify, frustrate the purposes of, be in opposition to or in competition or inconsistent with, or materially and adversely affect the Merger or any of the transactions contemplated by the Merger Agreement.

2.2 No Inconsistent Agreements. Each of the Crestwood Parties hereby represents, covenants and agrees that, except for this Agreement, it (a) has not entered into, and, during the term of this Agreement, will not enter into, any voting agreement or voting trust with respect to its Subject Units; (b) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to the voting of its Subject Units (except as contemplated by Section 2.1 or Section 2.3); and (c) has not taken and, during the term of this Agreement, will not knowingly take any action that would make any representation or warranty of such Crestwood Party contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling such Crestwood Party from performing any of its obligations under this Agreement.

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2.3 Proxy. In order to secure the obligations set forth herein, during the term of this Agreement, each of the Crestwood Parties hereby irrevocably appoints Laura Ozenberger and Michael K. Post (collectively, the “Grantees”), and each of them individually, as its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Crestwood Parties, to vote or execute written consents with respect to the Subject Units in accordance with Section 2.1 hereof and, in the discretion of the Grantees, with respect to any proposed postponements or adjournments of any meeting of the CMLP Limited Partners at which any of the matters described in Section 2.1 are to be considered; provided that, notwithstanding the grant of this irrevocable proxy, the Crestwood Parties may vote in accordance with Section 2.1 and in favor of any adjournment that is not prohibited by the Merger Agreement, by proxy or otherwise. Each of these proxies is coupled with an interest and shall be irrevocable, except upon termination of this Agreement, and each of the Crestwood Parties shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of such Crestwood Party’s proxy and hereby revokes any proxy previously granted by it with respect to the Subject Units.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Each of the Crestwood Parties hereby represents and warrants to the Inergy Parties as follows:

3.1 Organization; Authorization; Validity of Agreement; Necessary Action. Each of the Crestwood Parties is a limited liability company, duly formed, validly existing and in good standing under the Laws of the State of Delaware and has the requisite limited liability company power and authority to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated hereby, and no other actions or proceedings on the part of any of the Crestwood Parties to authorize the execution and delivery of this Agreement, the performance by it of the obligations hereunder or the consummation of the transactions contemplated hereby are required. This Agreement has been duly executed and delivered by each of the Crestwood Parties and, assuming the due execution and delivery of this Agreement by the Inergy Parties and CMLP, constitutes a valid and binding agreement of each of the Crestwood Parties, enforceable against each of the Crestwood Parties by the Inergy Parties or by CMLP in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)).

3.2 Ownership. As of the date hereof, each of the Crestwood Parties is the holder of the number of Existing Units as set forth on Schedule A hereto. Except for shared voting power solely for SEC reporting purposes as set forth in the Schedule 13D filed by the Crestwood Parties with the SEC prior to the date hereof and except as a result of making a Permitted Transfer or as required pursuant to Section 2.1 hereof, each of the Crestwood Parties has and will have at all times through the Closing Date sole voting power (including the right to control such vote as contemplated herein), sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article 2 hereof, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Crestwood Party’s Subject Units.

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3.3 No Violation. Neither the execution, delivery or performance of this Agreement by any of the Crestwood Parties nor the performance by any of the Crestwood Parties of its obligations under this Agreement will (i) result in a violation or breach of or conflict with any provisions of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (except as set forth in this Agreement and pursuant to any applicable restrictions on transfer under the Exchange Act) upon any of the Subject Units or any material properties, rights or assets, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to it under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation of any kind to which any of the Crestwood Parties or any of their respective Subsidiaries is a party or by which any of the Crestwood Parties’ or any of their respective Subsidiaries’ respective properties, rights or assets may be bound; (ii) violate any Orders or Laws applicable to any of the Crestwood Parties or any of its properties, rights or assets; or (iii) result in a violation or breach of or conflict with the organizational documents of any of the Crestwood Parties.

3.4 Consents and Approvals. No Order, or registration, declaration or filing with, any Governmental Entity is necessary to be obtained or made by any of the Crestwood Parties in connection with (i) the execution, delivery and performance of this Agreement or (ii) the consummation by the Crestwood Parties of the transactions contemplated hereby, except for any reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby.

3.5 Reliance by Inergy Parties and CMLP. Each of the Crestwood Parties understands and acknowledges that the Inergy Parties and CMLP are entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement and the representations, warranties, covenants and obligations of the Crestwood Parties contained herein.

ARTICLE 4

OTHER COVENANTS

4.1 Non-Solicitation. The Crestwood Parties shall not, and shall cause their controlled Affiliates and shall use their reasonable best efforts to cause their Representatives not to, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing confidential information) any third Person to make an MLP Takeover Proposal or assist any third Person in preparing or soliciting an offer relating in any way to an MLP Takeover Proposal; provided, however, that any Crestwood Party, including in its capacity as record or beneficial owner of any Subject Units, and any Affiliate or Representative of any of the Crestwood Parties, may take the actions described in this Section 4.1 at any time that CMLP and CMLP GP are permitted by the terms of Section 6.5 of the Merger Agreement to take such actions.

4.2 Prohibition on Transfers, Other Actions. Each of the Crestwood Parties hereby agrees not to (a) Transfer any of the Subject Units, unless such Transfer is a Permitted Transfer; (b) enter into any agreement, arrangement or understanding, or take any other action, that

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violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Crestwood Party’s representations, warranties, covenants and obligations under this Agreement; or (c) take any action that could restrict or otherwise affect such Crestwood Party’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be null and void.

4.3 Changes to Subject Units. Each of the Crestwood Parties agrees that all CMLP Units that such Crestwood Party purchases, acquires the right to vote or otherwise acquires beneficial ownership of (as defined in Rule 13d-3 under the Exchange Act) after the execution of this Agreement shall be subject to the terms of this Agreement and shall constitute “Subject Units” for all purposes of this Agreement. In the event of a unit split, unit distribution or any change in the CMLP Units by reason of any split-up, reverse unit split, recapitalization, combination, reclassification, exchange of units or the like, the term “Subject Units” shall be deemed to refer to and include such CMLP Units as well as all such distributions and any securities of CMLP into which or for which any or all of such CMLP Units may be changed or exchanged or which are received in such transaction.

4.4 Further Assurances. From time to time, at the request of any of the Inergy Parties and without further consideration, each of the Crestwood Parties shall execute and deliver, or cause to be executed and delivered, such instruments of endorsement, direction or authorization as may be necessary, and take all such further action as may be reasonably necessary or advisable, to consummate and make effective the transactions contemplated by this Agreement.

4.5 Standstill. Other than as contemplated in the MLP GP Contribution Agreement and the Merger Agreement and other than as a result of distributions of additional CMLP Class D Units issued in kind to the Holders of CMLP Class D Units and the holder of the CMLP Incentive Distribution Rights in accordance with the CMLP Partnership Agreement, from and after the date hereof and prior to the MLP Unitholder Approval having been obtained, none of the Crestwood Parties, nor any of their respective controlled Affiliates, shall acquire beneficial ownership of any additional CMLP Units.

ARTICLE 5

MISCELLANEOUS

5.1 Termination. This Agreement shall remain in effect until the earliest to occur of (a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms (including after any extension thereof); (c) the Drop Dead Date; (d) the making of any change, by amendment, waiver (other than waivers by the Inergy Parties of any of their rights), or other modification, by any party, to any provision of the Merger Agreement that is adverse to any of the Crestwood Parties, in each case in this clause (d) without the prior written consent of the Crestwood Parties; and (e) the mutual written agreement of each of the Crestwood Parties, CMLP and the Inergy Parties to terminate this Agreement. Upon the occurrence of any such event, this Agreement shall automatically terminate without any notice or further action from the parties hereto and be of no further force or effect. Nothing in this Section 5.1 and no termination of this Agreement shall relieve or otherwise limit any party of liability for any breach of this Agreement occurring prior to such termination. Notwithstanding the foregoing, the right of CMLP to enforce Article II of this Agreement shall also terminate at such time as the MLP Conflicts Committee effects an MLP Recommendation Change.

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5.2 No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in any of the Inergy Parties any direct or indirect ownership or incidence of ownership of or with respect to any Subject Units. All rights, ownership and economic benefit relating to the Subject Units shall remain vested in and belong to the Crestwood Parties, and the Inergy Parties shall have no authority to direct the Crestwood Parties in the voting or disposition of any of the Subject Units, except as otherwise provided herein.

5.3 Publicity. Each of the Crestwood Parties hereby permits the Inergy Parties and CMLP to include and disclose in the Proxy Statement/Prospectus and in such other schedules, certificates, applications, agreements or documents as such entities reasonably determine to be necessary or appropriate in connection with the consummation of the Merger and the transactions contemplated by the Merger Agreement, the identity of each of the Crestwood Parties, the ownership of the Subject Units by each of the Crestwood Parties and the nature of the commitments, arrangements and understandings of each the Crestwood Parties pursuant to this Agreement.

5.4 Notices. Any notice, request, instruction, correspondence or other document to be given hereunder to a party shall be in writing and delivered in person or by courier service requiring acknowledgment of receipt of delivery or mailed by U.S. registered or certified mail, postage prepaid and return receipt requested, or by telecopier, as follows; provided, however, that copies to be delivered below shall not be required for effective notice and shall not constitute notice:

If to any of the Inergy Parties, to:

Inergy Midstream, L.P.

2 Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

Attention: General Counsel

Facsimile: (816) 531-4680

and

Inergy, L.P.

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

Attention: General Counsel

Facsimile: (816) 531-4680

With a copy to (which shall not constitute notice):

Vinson & Elkins LLP

1001 Fannin Street, Suite 2500

Houston, Texas 77002

Attention: Mike Rosenwasser and Gillian A. Hobson

Facsimile: (713) 615-5794

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and

Conflicts Committee of the Board of Directors

Inergy Midstream, L.P.

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

Attention: Randy E. Moeder, Chairman of the Conflicts Committee

Facsimile: (405) 286-9192

and

Potter Anderson & Corroon LLP

1313 North Market Street

P.O. Box 951

Wilmington, DE 19899-0951

Attention: Thomas A. Mullen

Facsimile: (302) 778-6204

If to any of the Crestwood Parties, to:

Crestwood Holdings LLC

700 Louisiana Street, Suite 2060

Houston, Texas 77002

Attention: Robert G. Phillips

Facsimile: 832-519-2250

With a copy to (which shall not constitute notice):

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: William E. Curbow

Facsimile: 212-455-2502

If to CMLP, to:

Crestwood Midstream Partners L.P.

Crestwood Gas Services GP LLC

700 Louisiana Street, Suite 2060

Houston, Texas 77002

Attention: Robert G. Phillips

Facsimile: 832-519-2250

With copies to (which shall not constitute notice):

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: William E. Curbow

Facsimile No.: 212-455-2502

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and

Conflicts Committee of the Board of Directors

Crestwood Gas Services GP LLC

700 Louisiana Street, Suite 2060

Houston, Texas 77002

Attention: Philip D. Gettig, Chairman of the Conflicts Committee

and

Morris, Nichols, Arsht & Tunnell LLP

1201 N. Market Street

Wilmington, Delaware 19801

Attention: Louis G. Hering

Facsimile: (302) 425-4662

Notice given by personal delivery, courier service or mail shall be effective upon actual receipt. Notice given by telecopier shall be confirmed by appropriate answer back and 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 by telecopier shall be confirmed promptly after transmission in writing by certified mail or personal delivery. Any Party may change any address to which Notice is to be given to it by giving Notice as provided above of such change of address.

5.5 Interpretation. The division of this Agreement into articles, sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “Section” refer to the specified Article or Section of this Agreement. The terms “this Agreement,” “hereof,” “herein” and “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section, or other portion hereof. Unless otherwise specifically indicated or the context otherwise requires, (a) words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders and (b) “include,” “includes” and “including” as used in this Agreement shall be deemed to be followed by the words “without limitation.” The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, it is the intention of the parties that this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship of any of the provisions of this Agreement.

5.6 Entire Understanding. This Agreement (including the documents referred to or listed herein and the schedules annexed hereto) and, solely to the extent of the defined terms referenced herein, the Merger Agreement, constitute the entire agreement between and among the parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no representations, warranties or other agreements between or among the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby.

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5.7 Successors and Assigns; No Third-Party Beneficiaries. Neither this Agreement nor any of the rights or obligations of any party under this Agreement shall be assigned, in whole or in part (by operation of Law or otherwise), by any party without the prior written consent of the other parties hereto. Any assignment in violation of this provision shall be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

5.8 Counterparts. This Agreement may be executed in multiple counterparts each of which shall be deemed an original and all of which shall constitute one instrument. Delivery of an executed signature page of this Agreement by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be effective as delivery of a manually executed counterpart hereof.

5.9 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of applicable Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the fullest extent possible.

5.10 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a) To the maximum extent permitted by applicable Laws, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law.

(b) Each of the parties irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware and (ii) subject to service of process in the State of Delaware. Each Party hereby irrevocably and unconditionally (A) consents and submits to the exclusive jurisdiction of any federal or state court located in the State of Delaware, including the Delaware Court of Chancery in and for New Castle County for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts); (B) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum; and (C) acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement.

5.11 No Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the

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negotiation, execution or performance of this Agreement may only be made against, the entities that are expressly identified as parties hereto, and no past, present or future Affiliate, Representative, partner or stockholder of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

5.12 Remedies. The parties acknowledge and agree that an award of money damages would be inadequate for any breach of this Agreement by any party and any such breach would cause the non-breaching parties irreparable harm. Accordingly, the parties agree that prior to the termination of this Agreement, in the event of any breach or threatened breach of this Agreement by one of the parties, the parties shall also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Such remedies shall not be the exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available at law or equity to each of the parties.

5.13 Amendment; Waiver. This Agreement may not be amended except by an instrument in writing signed by each of the parties. The failure of a Party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided. Only actions, waivers or consents by NRGM or NRGM GP with the prior written consent of the Buyer Special Committee shall constitute an action, waiver or consent by either NRGM or NRGM GP as a party hereto, and the Buyer Special Committee shall be entitled to exercise all rights of the Inergy Parties under this Agreement. Only actions, waivers or consents by CMLP with the prior written consent of the MLP Conflicts Committee shall constitute an action, waiver or consent by CMLP as a party hereto.

5.14 Limited Partner Capacity. Other than with respect to its obligations under Section 4.5 hereof, CMLP GP is signing and entering into this Agreement solely in its capacity as a record owner of Subject Units, and nothing else herein shall limit or affect in any way any actions that may be hereafter taken by CMLP GP in its capacity as a general partner of CMLP or in any other capacity (but only in such other capacity if such actions are permitted to be taken pursuant to Section 4.1) and no such actions shall be deemed to be a breach of this Agreement. Nothing contained in this Agreement will restrict, limit, prohibit or preclude CMLP GP from exercising or discharging his or her fiduciary duties as a general partner of CMLP under applicable law.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

INERGY, L.P.
By:	Inergy GP, LLC, its General Partner
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer
INERGY MIDSTREAM, L.P.
By: NRGM GP, LLC, its General Partner
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer
NRGM GP, LLC
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer
INTREPID MERGER SUB, LLC
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer

SIGNATURE PAGE TO VOTING AGREEMENT

CRESTWOOD GAS SERVICES GP LLC
By:	/s/ Robert G. Phillips
Name:	Robert G. Phillips
Title:	President
CRESTWOOD GAS SERVICES HOLDINGS LLC
By:	/s/ Robert G. Phillips
Name:	Robert G. Phillips
Title:	President
CRESTWOOD HOLDINGS LLC
By:	/s/ Robert G. Phillips
Name:	Robert G. Phillips
Title:	President

SIGNATURE PAGE TO VOTING AGREEMENT

CRESTWOOD MIDSTREAM PARTNERS LP
By:	Crestwood Gas Services GP, LLC, its General Partner
By:	/s/ Robert G. Phillips
Name:	Robert G. Phillips
Title:	President

SIGNATURE PAGE TO VOTING AGREEMENT

SCHEDULE A

Existing Units

Name	Ownership
Crestwood Gas Services GP LLC	137,105 Common Units
Crestwood Gas Services Holdings LLC	6,190,469 Class D Units 17,210,377 Common Units
Crestwood Holdings LLC	2,333,712 Common Units

SCHEDULE A

EX-10.3

Exhibit 10.3

EXECUTION VERSION

OPTION AGREEMENT

BY AND AMONG

INERGY, L.P.,

INERGY MIDSTREAM, L.P.,

NRGM GP, LLC,

AND

INTREPID MERGER SUB, LLC

AND

CRESTWOOD GAS SERVICES GP LLC,

CRESTWOOD GAS SERVICES HOLDINGS LLC,

AND

CRESTWOOD HOLDINGS LLC

Dated as of May 5, 2013

OPTION AGREEMENT

This OPTION AGREEMENT, dated as of May 5, 2013 (this “Agreement”), is entered into by and among Inergy, L.P., a Delaware limited partnership (“NRGY”), Inergy Midstream, L.P., a Delaware limited partnership (“NRGM”), NRGM GP, LLC, a Delaware limited liability company and the general partner of NRGM (“NRGM GP”), Intrepid Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of NRGM (“Merger Sub” and, collectively with NRGY, NRGM and NRGM GP, the “Inergy Parties”), on the one hand, and Crestwood Gas Services GP LLC, a Delaware limited liability company (“CMLP GP”), Crestwood Gas Services Holdings LLC, a Delaware limited liability company (“CW Gas Holdings”) and Crestwood Holdings LLC, a Delaware limited liability company (“CW Holdings” and, collectively with CMLP GP and CW Gas Holdings, the “Crestwood Parties”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution of this Agreement, the Inergy Parties, Crestwood Midstream Partners LP, a Delaware limited partnership (“CMLP”), and CMLP GP, the general partner of CMLP, are entering into an Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”) pursuant to which, among other things, Merger Sub will merge with and into CMLP (the “Merger”) with CMLP as the surviving entity;

WHEREAS, concurrently with the execution of this Agreement, the Inergy Parties and the Crestwood Parties are entering into a Voting Agreement, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Voting Agreement”) pursuant to which, among other things, each of CW Gas Holdings and CW Holdings agrees to support the Merger and the other transactions contemplated thereby, on the terms and subject to the conditions provided for in the Voting Agreement;

WHEREAS, as of the date hereof, the Crestwood Parties are the Holders of the CMLP Units set forth on Schedule A hereto (such CMLP Units other than any such CMLP Units that are contributed to NRGY pursuant to the Follow-On Contribution Agreement, the “Subject Units”); and

WHEREAS, in connection with the Merger Agreement and the Voting Agreement, the Inergy Parties have requested that the Crestwood Parties enter into this Agreement and abide by the covenants and obligations set forth herein.

NOW THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements and conditions contained herein, the Parties hereto agree as follows:

ARTICLE 1

GENERAL

1.1 Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

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“Agreement” shall have the meaning set forth in the preamble.

“Assignment and Assumption Agreement” shall have the meaning set forth in Section 2.3(a)(i).

“CMLP” shall have the meaning set forth in the recitals.

“CMLP Class D Units” shall mean the Class D units representing limited partner interests in CMLP issued pursuant to the CMLP Partnership Agreement.

“CMLP Common Units” shall mean the common units representing limited partner interests in CMLP issued pursuant to the CMLP Partnership Agreement.

“CMLP GP” shall have the meaning set forth in the preamble.

“CMLP Partnership Agreement” shall mean the Second Amended and Restated Agreement of Limited Partnership of CMLP dated as of February 19, 2008, as amended from time to time.

“CMLP Units” shall mean the CMLP Common Units and the CMLP Class D Units.

“Crestwood Parties” shall have the meaning set forth in the preamble.

“CW Gas Holdings” shall have the meaning set forth in the preamble.

“CW Holdings” shall have the meaning set forth in the preamble.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exercise Date” shall have the meaning set forth in Section 2.2.

“Exercise Notice” shall have the meaning set forth in Section 2.2.

“Exchange Ratio” means 1.0700.

“Existing Units” shall have the meaning set forth in the recitals.

“Follow On Contribution Agreement” means the Follow-On Contribution Agreement, dated as of the date hereof, among NRGY, NRGY General Partner, CW Gas Holdings and CW Holdings.

“Inergy Parties” shall have the meaning set forth in the preamble.

“Lien” shall mean any mortgage, lien, charge, restriction (including restrictions on transfer), pledge, security interest, option, right of first offer or refusal, preemptive right, lease or sublease, claim, right of any third party, covenant, right of way, easement, encroachment or encumbrance.

“Merger” shall have the meaning set forth in the recitals.

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“Merger Agreement” shall have the meaning set forth in the recitals.

“Merger Sub” shall have the meaning set forth in the preamble.

“New NRGM Common Units” shall have the meaning set forth in Section 2.3(b).

“NRGM” shall have the meaning set forth in the preamble.

“NRGM Common Units” shall mean common units representing limited partner interests in NRGM issued pursuant to the NRGM Partnership Agreement.

“NRGM GP” shall have the meaning set forth in the preamble.

“NRGM Partnership Agreement” shall mean means the First Amended and Restated Agreement of Limited Partnership of NRGM dated as of December 21, 2011, as amended from time to time.

“NRGY” shall have the meaning set forth in the preamble.

“Option” shall have the meaning set forth in Section 2.1.

“Parties” means the Inergy Parties and the Crestwood Parties.

“Permitted Transfer” shall have the meaning set forth in the Voting Agreement.

“Record Holder” shall have the meaning set forth in the CMLP Partnership Agreement.

“Subject Units” shall have the meaning set forth in the recitals.

“Transfer” shall mean, directly or indirectly, to sell, transfer, assign, pledge, encumber, grant a participation in, gift-over, hypothecate or otherwise dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by liquidation, by dissolution, by dividend, by distribution, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, assignment, pledge, encumbrance, grant, gift, hypothecation or other disposition of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by interspousal disposition pursuant to domestic relations proceeding, by liquidation, by dissolution, by dividend, by distribution, by operation of Law or otherwise).

“Transfer Agent” shall have the meaning set forth in the CMLP Partnership Agreement.

“Unaffiliated Financial Advisor” means a nationally recognized investment banking firm, other than a firm that has been engaged by or on behalf of any of the Inergy Parties or Crestwood Parties or any of their respective Affiliates or any committee of any of their respective boards in connection with the Merger Agreement, the MLP GP Contribution Agreement or the NRGY GP Purchase Agreement or any of the transactions contemplated thereby.

“Voting Agreement” shall have the meaning set forth in the recitals.

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ARTICLE 2

OPTION

2.1 Option. Each of the Crestwood Parties hereby grants to NRGM an irrevocable option to purchase such Crestwood Party’s Subject Units in exchange for New NRGM Common Units on the terms and conditions of this Article 2 (the “Option).

2.2 Exercise. If the General Partner Transactions have been consummated, following the termination of the Merger Agreement in accordance with its terms either (i) pursuant to Section 8.4(b) of the Merger Agreement or (ii) pursuant to Section 8.2(c) of the Merger Agreement, but only if immediately prior to the MLP Unitholder’s Meeting NRGM had the right to terminate the Merger Agreement pursuant to Section 8.4(c) of the Merger Agreement and the MLP Recommendation Change giving rise to such termination right was unrelated to an MLP Takeover Proposal, NRGM may exercise the Option at any time prior to the termination of this Agreement and in its sole discretion by delivering a notice in accordance with Section 5.3 hereof to each of the Crestwood Parties (the “Exercise Notice”) (the date on which the Option is exercised, the “Exercise Date”).

2.3 Transfer and Exchange.

(a) Within ten (10) Business Days of receipt of the Exercise Notice as determined in accordance with Section 5.3 hereof:

(i) each Crestwood Party shall deliver to NRGM a duly executed counterpart of the assignment and assumption agreement in the form set forth in Exhibit A hereto (the “Assignment and Assumption Agreement”) in respect of such Crestwood Party’s respective Subject Units;

(ii) as required by Section 4.5(b) of the CMLP Partnership Agreement, each Crestwood Party shall surrender to CMLP for registration of transfer, and CMLP GP, in its capacity as general partner of CMLP, shall cause CMLP to acknowledge such surrender and such transfer in connection therewith, every original certificate evidencing any of such Crestwood Party’s respective Subject Units;

(iii) as required by Section 4.5(a) of the CMLP Partnership Agreement, CMLP GP, in its capacity as general partner of CMLP, shall cause its appropriate officers to execute and deliver to NRGM, and, if necessary, shall cause the Transfer Agent to countersign, new certificates which both (A) name NRGM as the new Holder of the Subject Units and (B) otherwise comply with all applicable provisions of the CMLP Partnership Agreement (including Section 4.8(f) thereto);

(iv) as required by Section 10.1(b) of the CMLP Partnership Agreement for a transferee to become a limited partner of CMLP, CMLP GP, in its capacity as general partner of CMLP, shall cause (A) the transfers of the Subject Units effected in connection with NRGM’s exercise of the Option to be reflected in the books and records of CMLP and (B) NRGM to become the Record Holder of the Subject Units; and

(v) the Crestwood Parties shall execute and deliver, or cause to be executed and delivered, any such instruments, and shall take all such actions as may be necessary or advisable (whether pursuant to the CMLP Partnership Agreement or otherwise) to consummate the Option in respect of all Subject Units and the transactions and requirements contemplated by this Article 2.

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(b) NRGM agrees that, within one (1) Business Day of receipt of a duly executed Assignment and Assumption Agreement delivered by an applicable Crestwood Party pursuant to Section 2.3(a)(i) above, NRGM shall (i) issue to each applicable Crestwood Party a number of NRGM Common Units equal to the product (rounded down to the nearest whole number) of (A) such Crestwood Party’s Subject Units and (B) the Exchange Ratio (such NRGM Common Units described in this clause (i), the “New NRGM Common Units”); (ii) in lieu of any fractional units which would have otherwise been issued to such applicable Crestwood Party pursuant to the preceding clause (i), pay to the applicable Crestwood Party an amount in cash (without interest rounded up to the nearest whole cent) equal to the product of (A) such fraction and (B) the average of the closing price of NRGM Common Units on the NYSE Composite Transaction Reporting System as reported in The Wall Street Journal (but subject to correction for typographical or other manifest errors in such reporting) over the five-day trading period ending on the third trading day immediately preceding the date of the Exercise Notice; (iii) pay to each applicable Crestwood Party an amount equal to $0.4669 in cash per such Crestwood Party’s Subject Unit; and (iv) deliver to such applicable Crestwood Party a duly executed counterpart of the Assignment and Assumption Agreement.

(c) Notwithstanding anything in this Agreement to the contrary, NRGM shall only be entitled to exercise the Option provided for herein if NRGM shall have (i) received an opinion from an Unaffiliated Financial Advisor, dated the date of the Exercise Notice, to the effect that the exercise of the Option in accordance with the terms hereof is fair, from a financial point of view, to NRGM; and (ii) delivered a copy of such opinion to the Crestwood Parties. Any delivery of any Exercise Notice without compliance with the foregoing requirement shall be null and void and no Crestwood Party shall have any obligation to comply with Section 2.3 hereof in connection with such Exercise Notice.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Each of the Crestwood Parties hereby represents and warrants to the Inergy Parties as follows:

3.1 Organization; Authorization; Validity of Agreement; Necessary Action. Each of the Crestwood Parties is a limited liability company, duly formed, validly existing and in good standing under the Laws of the State of Delaware and has the requisite limited liability company power and authority to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated hereby, and no other actions or proceedings on the part of any of the Crestwood Parties to authorize the execution and delivery of this Agreement, the performance by it of the obligations hereunder or the consummation of the transactions contemplated hereby are required. This Agreement has been duly executed and delivered by each of the Crestwood Parties and, assuming the due execution and delivery of this Agreement

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by the Inergy Parties, constitutes a valid and binding agreement of each of the Crestwood Parties, enforceable against each of the Crestwood Parties in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)).

3.2 Ownership. As of the date hereof, each of the Crestwood Parties is the holder of the number of Existing Units as set forth on Schedule A hereto. Except for shared voting or dispositive power solely for SEC reporting purposes as set forth in the Schedule 13D filed by the Crestwood Parties with the SEC prior to the date hereof and except as a result of making a Permitted Transfer, as contemplated by the Voting Agreement or as a result of a Transfer of Subject Units in accordance with the Follow-On Contribution Agreement, each of the Crestwood Parties has and will have at all times through the Exercise Date sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article 2 hereof, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Crestwood Party’s Subject Units at all times through the Exercise Date.

3.3 No Violation. Neither the execution, delivery or performance of this Agreement by any of the Crestwood Parties nor the performance by any of the Crestwood Parties of its obligations under this Agreement will (a) result in a violation or breach of or conflict with any provisions of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (except as set forth in this Agreement and pursuant to any applicable restrictions on transfer under the Exchange Act) upon any of the Subject Units or any material properties, rights or assets, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to it under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation of any kind to which any of the Crestwood Parties or any of their respective Subsidiaries is a party or by which any of the Crestwood Parties’ or any of their respective Subsidiaries’ respective properties, rights or assets may be bound; (b) violate any Orders or Laws applicable to any of the Crestwood Parties or any of its properties, rights or assets; or (c) result in a violation or breach of or conflict with the organizational documents of any of the Crestwood Parties.

3.4 Consents and Approvals. No Order, or registration, declaration or filing with, any Governmental Entity is necessary to be obtained or made by any of the Crestwood Parties in connection with (a) the execution, delivery and performance of this Agreement or (b) the consummation by the Crestwood Parties of the transactions contemplated hereby, except for any reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby.

3.5 Reliance by Inergy Parties. Each of the Crestwood Parties understands and acknowledges that the Inergy Parties are entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement and the representations, warranties, covenants and obligations of the Crestwood Parties contained herein.

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3.6 New NRGM Common Units Entirely for Own Account. The New NRGM Common Units to be acquired by the Crestwood Parties pursuant to Article 2 will be acquired for investment for each respective Crestwood Party’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. No Crestwood Party has the present intention of selling, granting any participation in, or otherwise distributing the same. No Crestwood Party presently has any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the New NRGM Common Units to be acquired by the Crestwood Parties pursuant to Article 2.

3.7 Accredited Investor; Investment Experience. Each Crestwood Party is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act. Each Crestwood Party is experienced in evaluating and investing in securities and acknowledges that it can bear the economic risk of a complete loss of its investment in New NRGM Common Units to be acquired by the Crestwood Parties pursuant to Article 2, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in such New NRGM Common Units. Each Crestwood Party has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and any acquisition of New NRGM Common Units pursuant to Article 2. Each Crestwood Party has had an opportunity to ask questions and receive answers from the Inergy Parties regarding the terms and conditions of the Option and the transactions contemplated by the Option and the business, properties, prospects and financial condition of NRGM. The foregoing two sentences do not, however, modify the representations of the Crestwood Parties in Article 3.

3.8 Restricted Securities. Each Crestwood Party understands that the New NRGM Common Units to be acquired by the Crestwood Parties pursuant to Article 2 have not been registered under the Securities Act or any state securities Laws by reason of specific exemptions under the provisions thereof, the availability of which depend in part on the bona fide nature of the Crestwood Parties’ investment intent and upon the accuracy of the representations made in this Article 3. Each Crestwood Party understands that NRGM is relying in part upon the representations and agreements contained in this Article 3 for the purpose of determining whether the offer, sale and issuance of the New NRGM Common Units meets the requirements for such exemptions. Each Crestwood Party understands that the New NRGM Common Units will be characterized as “restricted securities” under the Securities Act and that under the Securities Act and applicable regulations, such New NRGM Common Units may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws. In this connection, each Crestwood Party represents that it is familiar with Rule 144 promulgated under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act. Each Crestwood Party also acknowledges that appropriate legends will be placed on the certificates representing the New NRGM Common Units to be acquired by the Crestwood Parties pursuant to Article 2 (including as required by the NRGM Partnership Agreement) indicating the restrictions on transfer of such New NRGM Common Units and that Buyer has no obligation to register such New NRGM Common Units, except as provided in the NRGM Partnership Agreement.

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ARTICLE 4

OTHER COVENANTS

4.1 Prohibition on Transfers, Other Actions. Each of the Crestwood Parties hereby agrees not to (a) Transfer any of the Subject Units (other than pursuant to Article 2 herein, pursuant to the Merger, pursuant to the Follow-On Contribution Agreement or pursuant to a Permitted Transfer (as defined in the Voting Agreement)); (b) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Crestwood Party’s representations, warranties, covenants and obligations under this Agreement (other than the Merger Agreement and the Voting Agreement); or (c) take any action that could restrict or otherwise affect such Crestwood Party’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this Section 4.1 shall be null and void.

4.2 Further Assurances. From time to time, at the request of the Inergy Parties and without further consideration, each of the Crestwood Parties shall execute and deliver, or cause to be executed and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary, and take all such further action as may be reasonably necessary or advisable, in each case including as required pursuant to the CMLP Partnership Agreement, to consummate and make effective the transactions contemplated by this Agreement.

ARTICLE 5

MISCELLANEOUS

5.1 Termination. This Agreement shall remain in effect until the earliest to occur of (a) the Effective Time, (b) the date that is 60 days following the valid termination of the Merger Agreement, and (c) the mutual written agreement of each of the Crestwood Parties and the Inergy Parties to terminate this Agreement. Upon the occurrence of any such event, this Agreement shall automatically terminate without any notice or further action from the Parties hereto and be of no further force or effect. Nothing in this Section 5.1 and no termination of this Agreement shall relieve or otherwise limit any Party of liability for any breach of this Agreement occurring prior to such termination.

5.2 Publicity. Each of the Crestwood Parties hereby permits the Inergy Parties and CMLP to include and disclose in the Proxy Statement/Prospectus and in such other schedules, certificates, applications, agreements or documents as such entities reasonably determine to be necessary or appropriate in connection with the consummation of the Merger and the transactions contemplated by the Merger Agreement, the identity of each of the Crestwood Parties, the ownership of the Subject Units by each of the Crestwood Parties and the nature of the commitments, arrangements and understandings of each the Crestwood Parties pursuant to this Agreement.

5.3 Notices. Any notice, request, instruction, correspondence or other document to be given hereunder to a Party shall be in writing and delivered in person or by courier service requiring acknowledgment of receipt of delivery or mailed by U.S. registered or certified mail,

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postage prepaid and return receipt requested, or by telecopier, as follows; provided, however, that copies to be delivered below shall not be required for effective notice and shall not constitute notice:

If to any of the Inergy Parties, to:

Inergy Midstream, L.P.

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

Attention: General Counsel

Facsimile: (816) 531-4680

and

Inergy, L.P.

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

Attention: General Counsel

Facsimile: (816) 531-4680

with a copy to (which copy shall not constitute Notice):

Vinson & Elkins LLP

1001 Fannin, Suite 2500

Houston, Texas

Attention: Mike Rosenwasser and Gillian A. Hobson

Facsimile: (713) 615-5794

and

Conflicts Committee of the Board of Directors

Inergy Midstream, L.P.

Two Brush Creek Boulevard, Suite 200

Kansas City, Missouri 64112

Attention: Randy E. Moeder, Chairman of the Conflicts Committee

Facsimile: (405) 286-9192

and

Potter Anderson & Corroon LLP

1313 North Market Street

P.O. Box 951

Wilmington, DE 19899-0951

Attention: Thomas A. Mullen

Facsimile: (302) 778-6204

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If to any of the Crestwood Parties, to:

Crestwood Holdings LLC

700 Louisiana Street, Suite 2060

Houston, Texas 77002

Attention: Robert G. Phillips

Facsimile: 832-519-2250

With a copy to (which shall not constitute notice):

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: William E. Curbow

Facsimile: (212) 455-2502

Notice given by personal delivery, courier service or mail shall be effective upon actual receipt. Notice given by telecopier shall be confirmed by appropriate answer back and 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 by telecopier shall be confirmed promptly after transmission in writing by certified mail or personal delivery. Any Party may change any address to which Notice is to be given to it by giving Notice as provided above of such change of address.

5.4 Interpretation. The division of this Agreement into articles, sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “Section” refer to the specified Article or Section of this Agreement. The terms “this Agreement,” “hereof,” “herein” and “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section, or other portion hereof. Unless otherwise specifically indicated or the context otherwise requires, (a) words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders and (b) “include,” “includes” and “including” as used in this Agreement shall be deemed to be followed by the words “without limitation.” The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, it is the intention of the Parties that this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship of any of the provisions of this Agreement.

5.5 Entire Understanding. This Agreement (including the documents referred to or listed herein and the schedules annexed hereto), the Merger Agreement and the Voting Agreement constitute the entire agreement between and among the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no representations, warranties or other agreements between or among the Parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby.

5.6 Successors and Assigns; No Third-Party Beneficiaries. Neither this Agreement nor any of the rights or obligations of any Party under this Agreement shall be assigned, in whole or in part (by operation of Law or otherwise), by any Party without the prior written consent of the other Parties hereto, except that NRGM may assign the Option without the prior written consent of the other Parties hereto. Any assignment in violation of this provision shall

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be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the Parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

5.7 Counterparts. This Agreement may be executed in multiple counterparts each of which shall be deemed an original and all of which shall constitute one instrument. Delivery of an executed signature page of this Agreement by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be effective as delivery of a manually executed counterpart hereof.

5.8 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of applicable Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement are not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the fullest extent possible.

5.9 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a) To the maximum extent permitted by applicable Laws, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law.

(b) Each of the Parties irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware and (ii) subject to service of process in the State of Delaware. Each Party hereby irrevocably and unconditionally (A) consents and submits to the exclusive jurisdiction of any federal or state court located in the State of Delaware, including the Delaware Court of Chancery in and for New Castle County for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts); (B) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum; and (C) acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such Party hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement.

5.10 No Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the entities that are expressly identified as Parties hereto, and no past, present or future Affiliate, Representative, partner or stockholder of any Party hereto shall have any liability for any obligations or liabilities of the Parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

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5.11 Remedies. The Parties acknowledge and agree that an award of money damages would be inadequate for any breach of this Agreement by any Party and any such breach would cause the non-breaching Parties irreparable harm. Accordingly, the Parties agree that prior to the termination of this Agreement, in the event of any breach or threatened breach of this Agreement by one of the Parties, the Parties shall also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Such remedies shall not be the exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available at law or equity to each of the Parties.

5.12 Amendment; Waiver. This Agreement may not be amended except by an instrument in writing signed by each of the Parties. The failure of a Party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided. Only actions, waivers or consents by NRGM or NRGM GP with the prior written consent of the Buyer Special Committee shall constitute an action, waiver or consent by either NRGM or NRGM GP as a party hereto, and the Buyer Special Committee shall be entitled to exercise all rights of the Inergy Parties under this Agreement. Only actions, waivers or consents by CMLP with the prior written consent of the MLP Conflicts Committee shall constitute an action, waiver or consent by CMLP as a party hereto.

5.13 Follow-On Contribution Agreement. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, nothing herein shall limit the ability of the Crestwood Parties from exercising any of their rights under the Follow-On Contribution Agreement and the Crestwood Parties shall continue to have such rights during the period contemplated by the Follow-On Contribution notwithstanding the receipt of an Exercise Notice, and no Exercise Notice shall apply with respect to CMLP Common Units so long as such CMLP Common Units are eligible to be contributed pursuant to the Follow-On Contribution Agreement.

5.14 Antidilution Protections. If following the date hereof, the outstanding CMLP Common Units, CMLP Class D Units or NRGM Common Units shall be changed into a different number of units or other securities by reason of any split, reclassification, recapitalization, combination, merger, consolidation, reorganization or other similar transaction or event, or any distribution payable in equity securities shall be declared thereon with a record date within such period (other than distributions in kind to the Holders of CMLP Class D Units or the holders of the CMLP Incentive Distribution Rights pursuant to the CMLP Partnership Agreement), the number of New Buyer Common Units to be issued upon exercise of the Option shall be appropriately adjusted to provide to the Crestwood Parties the same economic effect as contemplated by this Agreement prior to such event.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

INERGY, L.P.
By:	Inergy GP, LLC, its General Partner
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer
INERGY MIDSTREAM, L.P.
By:	NRGM GP, LLC, its General Partner
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer
NRGM GP, LLC
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer
INTREPID MERGER SUB, LLC
By:	/s/ John J. Sherman
Name:	John J. Sherman
Title:	Chief Executive Officer

Signature Page to Option Agreement

CRESTWOOD GAS SERVICES GP LLC
By:	/s/ Robert G. Phillips
Name:	Robert G. Phillips
Title:	President
CRESTWOOD GAS SERVICES HOLDINGS LLC
By:	/s/ Robert G. Phillips
Name:	Robert G. Phillips
Title:	President
CRESTWOOD HOLDINGS LLC
By:	/s/ Robert G. Phillips
Name:	Robert G. Phillips
Title:	President

Signature Page to Option Agreement

SCHEDULE A

Existing Units

Name	Ownership
Crestwood Gas Services GP LLC	137,105 Common Units
Crestwood Gas Services Holdings LLC	6,190,469 Class D Units 17,210,377 Common Units
Crestwood Holdings LLC	2,333,712 Common Units

SCHEDULE A

EXHIBIT A

Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION OF LIMITED PARTNER INTERESTS

This ASSIGNMENT AND ASSUMPTION OF LIMITED PARTNER INTERESTS (this “Assignment”), dated as of [—], is by and between [—], a Delaware limited liability company (“Assignor”), and Inergy Midstream, L.P., a Delaware limited partnership (“Assignee”).

W I T N E S S E T H:

WHEREAS, Assignee, Assignor, [[Crestwood Gas Services GP LLC, a Delaware limited liability company][Crestwood Gas Services Holdings LLC, a Delaware limited liability company], and [Crestwood Holdings LLC, a Delaware limited liability company]]¹, have entered into that certain Option Agreement, dated as of May 5, 2013, as amended (the “Option Agreement”); and

WHEREAS, pursuant to the terms and conditions set forth in the Option Agreement, Assignor agreed to sell, assign and transfer to the Assignee, and the Assignee agreed to acquire from Assignor, all of the limited partner interests of Crestwood Midstream Partners LP, a Delaware limited partnership (“CMLP”), held by Assignor;

WHEREAS, the Assignee has exercised the Option pursuant to Article 2 of the Option Agreement, and, in connection therewith, desires for Assignor to sell, assign and transfer the CMLP Limited Partner Interests (as such term is hereinafter defined) to Assignee as further set forth herein; and

WHEREAS, capitalized terms used but not defined herein have the respective meanings given to them in the Option Agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

1. Assignor hereby transfers, grants, conveys, assigns and delivers to Assignee, and Assignee hereby accepts, subject to the terms and conditions of the CMLP Partnership Agreement, all of Assignor’s right, title and interest in limited partner interests of CMLP, including all rights under the CMLP Partnership Agreement (the “CMLP Limited Partner Interests”), in each case free and clear of all Encumbrances other than Permitted Encumbrances, and Assignee hereby assumes all of Assignor’s liabilities, duties and obligations with respect to the CMLP Limited Partner Interests.

2. From and after the date hereof, the Assignee shall be substituted for the Assignor as the holder of the CMLP Limited Partner Interests and, in compliance with CMLP Partnership Agreement, the Assignee shall be subject to and be bound by all the terms and provisions of the CMLP Partnership Agreement. Notwithstanding any subsequent amendment, supplement or restatement to the CMLP Partnership Agreement, this Assignment shall remain in full force and effect.

¹  Insert applicable non-Assignor entities which were parties to the Option Agreement.

3. Assignor and Assignee agree to take any further action and deliver any further assignments, powers, instruments and other documents as may reasonably be necessary or appropriate (whether pursuant to the CMLP Partnership Agreement or otherwise) for the purpose of effecting or confirming, of record or otherwise, the transfer of the CMLP Limited Partner Interests to Assignee from Assignor as provided herein.

4. The terms and provisions of this Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective legal representatives, successors and assigns. No other person shall have any right, benefit, priority, or interest hereunder or as a result hereof or have standing to require satisfaction of the provisions hereof in accordance with their terms.

5. This Assignment is made in accordance with and is subject to the terms, covenants and conditions contained in the Option Agreement. The terms and conditions of the Option Agreement are incorporated herein by reference, and in the event of a conflict between the provisions of the Option Agreement and this Assignment, the provisions of the Option Agreement shall control. Notwithstanding any other provision of this Assignment, this Assignment shall not amend, alter, modify or limit in any manner the rights and obligations of the parties hereto under the Option Agreement.

6. To the maximum extent permitted by applicable Laws, the provisions of this Assignment shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware and (b) subject to service of process in the State of Delaware. Each party hereby irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of any federal or state court located in the State of Delaware, including the Delaware Court of Chancery in and for New Castle County for any actions, suits or proceedings arising out of or relating to this Assignment or the transactions contemplated by this Assignment (and agrees not to commence any litigation relating thereto except in such courts); (i) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum; and (i) acknowledges and agrees that any controversy which may arise under this Assignment is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Assignment or the transactions contemplated by this Assignment.

7. No amendment to this Assignment shall be effective unless it shall be in writing and signed by each party hereto.

8. This Assignment may be executed in multiple counterparts each of which shall be deemed an original and all of which shall constitute one instrument. Delivery of an executed signature page of this Assignment by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be effective as delivery of a manually executed counterpart hereof.

[Remainder of page intentionally left blank. Signature page follows. ]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Assignment and Assumption of Limited Partner Interests as of the day and year first written above.

ASSIGNOR:	[—],
	a Delaware limited liability company
	By:
	Name:	[—]
	Title:	[—]
ASSIGNEE:	Inergy Midstream, L.P., a Delaware limited partnership
	By:	NRGM GP, LLC, its General Partner
	By:
	Name:	[—]
	Title:	[—]

EXHIBIT A

EX-10.4

Exhibit 10.4

Execution Copy

INERGY GROUP

OFFICER SEVERANCE PLAN

1. Purpose and Effective Date. Inergy GP, LLC (the “Company”), a Delaware limited liability company and the general partner of Inergy, LP (the “Partnership”), and Inergy Operations, LLC, a Delaware limited liability company have adopted this Officer Severance Plan, as it may be amended from time to time (the “Plan”) to provide for the potential payment of severance benefits to certain employees in connection with the GP Transaction (as defined below). The Plan was initially approved by the Board of Directors of the Company (the “Board”) on May 5, 2013 and shall be effective as of, and contingent upon, the occurrence of the Closing (as defined below). If the Closing does not occur, the Plan shall be null and void ab initio.

2. Definitions. For purposes of the Plan, the terms listed below will have the meanings specified herein:

(a) “Accrued Payments” means (i) any earned but unpaid Base Salary through the Date of Termination, which shall be paid within 30 business days of the Date of Termination (or earlier if required by law), (ii) any unpaid Performance Bonus earned in respect of the calendar year prior to the Date of Termination, which shall be paid at the time such bonus would have otherwise been payable had the Participant’s employment not terminated, (iii) any unreimbursed business expenses that are eligible for reimbursement in accordance with the applicable company policies through the Date of Termination, which shall be paid pursuant to such policies, and (iv) such fully vested and non-forfeitable employee benefits, if any, as to which a Participant may be entitled pursuant to the terms governing such benefits.

(b) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

(c) “Base Salary” means the amount a Participant is entitled to receive as base salary on an annualized basis.

(d) “Cash Severance Amount” means, subject to any reduction pursuant to Section 6, (i) with respect to a Tier I Employee, an amount in cash equal to three times the sum of (A) the Base Salary calculated as of the Date of Termination or, if greater, before any reduction not consented to by the Participant and (B) the Target Bonus or (ii) with respect to a Tier II Employee, an amount in cash equal to two times the sum of (A) the Base Salary calculated as of the Date of Termination or, if greater, before any reduction not consented to by the Participant and (B) the Target Bonus.

(e) “Cause” has the meaning set forth in a Participant’s Employment Agreement or, if such Participant is not party to an Employment Agreement, means (i) the Participant has failed to perform his or her duties as an employee or to observe and abide by any

member of the Inergy Group’s policies and decisions, provided that the applicable member of the Inergy Group has given the Participant reasonable notice of such failure and the Participant is unsuccessful in correcting such failure or in preventing its reoccurrence; (ii) the Participant has refused to comply with specific directions of his or her supervisor or other superior, provided that such directions are consistent with the Participant’s position of employment; (iii) the Participant has engaged in negligence (through act or omission) or misconduct that is injurious to any member of the Inergy Group; (iv) the Participant has been convicted of, or has entered a plea of nolo contendere to, any crime involving the theft or willful destruction of money or other property, any crime involving moral turpitude or fraud, or any crime constituting a felony; (v) the Participant has engaged in acts or omissions against any member of the Inergy Group constituting dishonesty, breach of fiduciary obligation, intentional wrongdoing or misfeasance; or (vi) the Participant has engaged in the use of alcohol or drugs on the job, or has engaged in excessive, unexcused absenteeism from the performance of his or her duties as an employee of any member of the Inergy Group.

(f) “Closing” has the definition set forth in the Purchase Agreement.

(g) “Code” means the Internal Revenue Code of 1986, as amended, and applicable administrative guidance issued thereunder.

(h) “Constructive Termination Event” means the occurrence, without a Participant’s written consent of: (i) a material reduction in the Participant’s Base Salary or Target Bonus; (ii) the Employer requiring a relocation of the Participant’s principal place of employment more than 50 miles from the Participant’s principal place of employment as of the Closing; (iii) any material breach by the Company of any material provision of the Participant’s Employment Agreement (if applicable); or (iv) a material diminution in the Participant’s duties or responsibilities; provided, however, that the Participant gives written notice to the Company or the Employer of the existence of such a condition within 90 days of the initial existence of the condition, the Company or the Employer has at least 30 days from the date when such notice is provided to cure the condition (if such condition can be cured) without being required to make payments due to termination of employment, and the Participant actually terminates Participant’s employment due to the Constructive Termination Event within six months of the initial occurrence of any of the conditions above.

(i) “Continuation Benefit” means for the Continuation Period, continued participation, at no cost to the Participant, in the medical and dental insurance benefits plans in which the Participant and the Participant’s spouse and dependents participated immediately prior to the Date of Termination, if any, at least equal to the levels of benefits provided to similarly situated active employees of the Employer (or, if applicable, its successor) during the Continuation Period.

(j) “Continuation Period” means (i) with respect to a Tier I Employee, two years following such Participant’s Date of Termination or (ii) with respect to a Tier II Employee, twelve months following such Participant’s Date of Termination.

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(k) “Date of Termination” means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided, however, that if a Participant’s employment is terminated by reason of death, the Date of Termination shall be the date of death of the Participant. For all purposes Section 5, a Participant’s Date of Termination shall be the date the Participant incurs a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code.

(l) “Disability” has the meaning set forth in the long-term disability plan maintained by Employer from time to time.

(m) “Eligible Employee Schedule” means the schedule maintained by the Company in its files and provided to Crestwood Holdings LLC on May 4, 2013 that sets forth the individuals who are Tier I Employees and Tier II Employees and the Tier I Employees’ and Tier II Employees’ Target Bonus.

(n) “Employer” means the member of the Inergy Group by which a Participant is employed as of such Participant’s Date of Termination.

(o) “Employment Agreement” means any written employment agreement in effect between a Participant and a member of the Inergy Group as of the Participant’s Date of Termination.

(p) “GP Transaction” means the sale of all of the limited and general partner interests in Inergy Holdings, L.P. to Crestwood Holdings LLC pursuant to the terms of the Purchase Agreement.

(q) “Inergy Group” means the Partnership, NRGM and each of their respective Affiliates.

(r) “Notice of Termination” means a written notice communicated by the Company or the Participant, as applicable, that (i) indicates the specific reason for termination of the Participant’s employment, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination, and (iii) specifies the Date of Termination.

(s) “NRGM” means Inergy Midstream, L.P., a Delaware limited partnership.

(t) “NRGM GP” means NRGM GP LLC, a Delaware limited liability company and the general partner of NRGM.

(u) “Participant” means each Tier I Employee and Tier II Employee that has executed a Participation Letter.

(v) “Participation Letter” means a letter executed by a Tier I Employee or a Tier II Employee that evidences such Person’s participation in the Plan, and may include customary representations or acknowledgements.

(w) “Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, governmental agency or political subdivision thereof or other entity.

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(x) “Protection Period” means a period of time commencing on the Closing and ending on the 18-month anniversary of the Closing.

(y) “Purchase Agreement” means that certain Purchase and Sale Agreement dated as of May 5, 2013, among Crestwood Holdings LLC, Crestwood Gas Services Holdings LLC, Inergy Holdings GP, LLC and NRGP Limited Partner, LLC, as it may be amended from time to time.

(z) “Release” means a release of claims in a form determined by the Company in its reasonable discretion, which such release shall release all claims against each member of the Inergy Group and their respective Affiliates and their respective officers, directors, employees, managers, members, partners, equityholders, predecessors, successors, agents, representatives, insurers and benefit plans (and the trustees and fiduciaries of such plans), but which shall exclude claims for indemnification, claims for coverage under officer and director policies and claims arising after the release is executed by the applicable Participant.

(aa) “Release Expiration Date” means the date that is 21 days after the date that the applicable Participant is provided the Release (which shall occur no later than seven days after the Date of Termination), or in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as defined in the Age Discrimination in Employment Act of 1967, as amended), the date that is 45 days after such delivery date.

(bb) “Section 409A Exempt Amount” means two times the lesser of (i) a Participant’s annualized compensation based upon the annual rate of pay for services provided to the Employer for the calendar year preceding the calendar year of the Participant’s Date of Termination (adjusted for any increase during that year that was expected to continue indefinitely if the Participant had not separated from service) or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Participant’s Date of Termination occurs.

(cc) “Severance Conditions” means a Participant’s execution and delivery to the Company of the Release by the Release Expiration Date and such Release becoming effective and to the extent applicable, irrevocable prior to the 60^th day following the Participant’s Date of Termination.

(dd) “Target Bonus” means (i) 100% of the annual bonus opportunity, if any, established under a Participant’s Employment Agreement or (ii) if a Participant’s Employment Agreement does not provide for an annual bonus opportunity or the Participant is not a party to an Employment Agreement, the amount set forth in the Eligible Employee Schedule with respect to such Participant.

(ee) “Tier I Employees” means those employees of the Inergy Group designated Tier I Employees in the Eligible Employee Schedule.

(ff) “Tier II Employees” means those employee of the Inergy Group designated Tier II Employees in the Eligible Employee Schedule.

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3. Administration of the Plan.

(a) Authority of the Administrator. The Plan will be administered by the Board, or by a person or committee appointed by the Board to administer the Plan (the “Administrator”). Subject to the express provisions of the Plan and applicable law, the Administrator will have the authority, in its sole and absolute discretion, to: (i) adopt, amend, and rescind administrative and interpretive rules and regulations related to the Plan, (ii) delegate its duties under the Plan to such agents as it may appoint from time to time, and (iii) make all other determinations, perform all other acts and exercise all other powers and authority necessary or advisable for administering the Plan, including the delegation of those ministerial acts and responsibilities as the Administrator deems appropriate. The Administrator shall have complete discretion and authority with respect to the Plan and its application except to the extent that discretion is expressly limited by the Plan. The Administrator may correct any defect, supply any omission, or reconcile any inconsistency in the Plan in any manner and to the extent it deems necessary or desirable to carry the Plan into effect, and the Administrator will be the sole and final judge of that necessity or desirability. The determinations of the Administrator on the matters referred to in this Section 3(a) will be final, conclusive and binding.

(b) Manner of Exercise of Authority. Any action of, or determination by, the Administrator will be final, conclusive and binding on all persons, including the Company, its owners, each Participant, or other persons claiming rights from or through a Participant. The express grant of any specific power to the Administrator, and the taking of any action by the Administrator, will not be construed as limiting any power or authority of the Administrator. The Administrator may delegate to officers or managers of the Company, or committees thereof, the authority, subject to such terms as the Administrator will determine, to perform such functions, including administrative functions, as the Administrator may determine. The Administrator may appoint agents to assist it in administering the Plan.

(c) Limitation of Liability. The Administrator will be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of the Plan. The Administrator and any officer or employee of the Company acting at the direction or on behalf of the Administrator will not be personally liable for any action or determination taken or made in good faith with respect to the Plan and will, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.

4. Eligibility. The employees of the Company listed on the Eligible Employee Schedule as Tier I Employees or Tier II Employees are eligible to receive the benefits described in this Plan subject to the terms and conditions contained herein. A Tier I Employee or Tier II Employee’s participation in the Plan is expressly conditioned on the execution of a Participation Letter.

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5. Plan Benefits.

(a) Termination without Cause; Constructive Termination. In the event that during the Protection Period a Participant’s employment is terminated by the Employer without Cause or due to the Participant’s death or Disability or by the Participant due to Constructive Termination, the Participant will be entitled to receive:

(i) the Accrued Payments;

(ii) the Cash Severance Amount; and

(iii) the Continuation Benefit.

(b) Severance Conditions. A Participant’s right to receive the Cash Severance Amount and the Continuation Benefit payable pursuant to Section 5(a)(ii) and 5(a)(iii) is expressly conditioned upon the Participant having met the Severance Conditions. If the Severance Conditions have not been met prior to the 60^th day following the Date of Termination, the Participant shall forfeit any right to the Cash Severance Amount and the Participant’s continued receipt of the Continuation Benefit shall cease as of such date.

(c) Timing of Payments. Subject to the Severance Conditions and Section 6, the Cash Severance Amount shall be paid in a single lump sum no later than the 65^th day following the Participant’s Date of Termination.

(d) COBRA Rights. Nothing in this Plan shall operate to reduce, or be construed as reducing, a Participant’s group health plan continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), in any manner and, upon the end of the Continuation Period, the Participant, if otherwise eligible, shall be entitled to elect COBRA continuation coverage for the full period applicable as if the last date of the Continuation Period were the date of the Participant’s termination of employment.

6. Effect of Severance Rights under Employment Agreements. The Cash Severance Amount provided for under Section 5(a)(ii) shall be in lieu of any severance amounts due in connection with a termination of employment pursuant to a Participant’s Employment Agreement (other than amounts for base salary and any other wages earned but unpaid through the Date of Termination). Notwithstanding the foregoing, (a) in the event a Participant’s Employment Agreement provides for severance payments upon termination of employment in excess of the Cash Severance Amount (determined as of the Date of Termination) and the Participant satisfies the conditions set forth in his or her Employment Agreement to receive such severance pay, the Participant shall be entitled to receive only the severance amounts due pursuant to the Participant’s Employment Agreement and shall not be entitled to receive the Cash Severance Amount and (b) in the event a Participant’s Employment Agreement provides for payment of severance amounts in excess of the Section 409A Exempt Amount (determined as of the Date of Termination) or that otherwise constitute a payment pursuant to a “nonqualified deferred compensation plan” (as defined in Section 409A of the Code), all severance amounts payable pursuant to the terms of the applicable Employment Agreement shall be paid in the amounts and, subject to Section 8(i), at the times set forth in the Employment Agreement, shall reduce the Cash Severance Amount payable pursuant to Section 5(a)(ii) and the remaining portion of the Cash Severance Amount, if any, will be payable pursuant to Section 5(c).

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7. Claims for Benefits.

(a) Initial Claim. In the event that a Participant or his estate claims (a “claimant”) to be eligible for a payment under the Plan or claims any other rights under the Plan, such claimant must complete and submit such claim forms and supporting documentation as will be required by the Administrator, in its sole and absolute discretion. In connection with the determination of a claim, or in connection with review of a denied claim, the claimant may examine the Plan and any other pertinent documents generally available to Participants that are specifically related to the claim. A written notice of the disposition of any such claim will be furnished to the claimant within 90 days after the claim is filed with the Administrator. Such notice will refer, if appropriate, to pertinent provisions of the Plan, will set forth in writing the reasons for denial of the claim, if a claim is denied (including references to any pertinent provisions of the Plan), and, where appropriate, will describe any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary. If the claim is denied, in whole or in part, the claimant will also be notified of the Plan’s claim review procedure and the time limits applicable to such procedure.

(b) Request for Review. Within 90 days after receiving written notice of the Administrator’s disposition of the claim, the claimant may file with the Administrator a written request for review of his claim. In connection with the request for review, the claimant will be entitled to be represented by counsel and will be given, upon request and free of charge, reasonable access to all pertinent documents for the preparation of his claim. If the claimant does not file a written request for review within 90 days after receiving written notice of the Administrator’s disposition of the claim, the claimant will be deemed to have accepted the Administrator’s written disposition, unless the claimant was physically or mentally incapacitated so as to be unable to request review within the 90 day period.

(c) Decision on Review. After receipt by the Administrator of a written application for review of an initial claim determination, the Administrator will review the claim taking into account all comments, documents, records and other information submitted by the claimant regarding the claim without regard to whether such information was considered in the initial benefit determination. The Administrator will notify the claimant of its decision by delivery via certified or registered mail to the claimant’s last known address. A decision on review of the claim will be made by the Administrator within 45 days of receipt of the written request for review. If special circumstances require an extension of the 45 day period, the Administrator will so notify the claimant and a decision will be rendered within 90 days of receipt of the request for review. In any event, if a claim is not determined by the Administrator within ninety (90) days of receipt of written submission for review, it will be deemed to be denied. The decision of the Administrator will be provided to the claimant as soon as possible but no later than five days after the benefit determination is made. The decision will be in writing and will include the specific reasons for the decision presented in a manner calculated to be understood by the claimant and will contain references to all relevant Plan provisions on which the decision was based. Such decision will also advise the claimant that he may receive upon request, and free of charge, reasonable access to and copies of all documents, records and other information relevant to his claim and will inform the claimant of his right to file a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in the case of an adverse decision regarding his appeal. The decision of the Administrator will be final, conclusive and binding.

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8. General Provisions.

(a) Taxes. The Company or one of its Affiliates, as applicable, is authorized to withhold from any payments made hereunder amounts of withholding and other taxes due or potentially payable in connection therewith, and to take such other action as the Company or one of its Affiliates, as applicable, may deem advisable to enable the Company or one of its Affiliates, as applicable, and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any payments made under this Plan.

(b) Offset. The Company may set off against, and each Participant authorizes the Company to deduct from, any payments due to the Participant, or to his estate, heirs, legal representatives, or successors, any amounts which may be due and owing to the Company or an affiliate by the Participant, whether arising under this Plan or otherwise; provided that no such offset may be made with respect to amounts payable that are subject to the requirements of Section 409A of the Code unless the offset would not result in a violation of the requirements of Section 409A of the Code.

(c) Term of the Plan; Amendment and Termination. During the Protection Period, the Plan may not be amended or modified in any manner that would in any way adversely affect the benefits or protections provided hereunder to any individual who is a Participant, without the prior written consent of a Participant. This Plan shall terminate on the 18-month anniversary of the Closing unless otherwise determined by the Board or its successor.

(d) Successors. The Plan shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors, permitted assigns, heirs and personal representatives and estates, as the case may be. Neither the Plan nor any right or obligation hereunder of any party may be assigned or delegated without the prior written consent of the other party hereto; provided, however, that the Company may assign this Plan to any of its affiliates and a Participant may direct payment of any benefits that will accrue upon death. A Participant shall not have any right to pledge, hypothecate, anticipate, or in any way create a lien upon any payments or other benefits provided under the Plan; and no benefits payable under the Plan shall be assignable in anticipation of payment either by voluntary or involuntary acts, or by operation of law, except by will or pursuant to the laws of descent and distribution. The Plan shall not confer any rights or remedies upon any person or legal entity other than the parties hereto and their respective successors and permitted assigns.

(e) Unfunded Obligation. All benefits due a Participant under this Plan are unfunded and unsecured and are payable out of the general funds of the Company.

(f) Limitation on Rights Conferred Under Plan. Neither the Plan nor any action taken hereunder will be construed as (i) giving a Participant the right to continue in the employ or service of the Company or an affiliate; (ii) interfering in any way with the right of the Company or any affiliate to terminate a Participant’s employment or service at any time; or (iii) giving a Participant any claim to be treated uniformly with other employees.

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(g) Nonexclusivity of the Plan. The adoption of the Plan by the Company will not be construed as creating any limitations on the power of the Company to adopt such other incentive arrangements as it may deem desirable. Except as otherwise expressly provided herein, nothing contained in the Plan will be construed to prevent the Company from taking any action which is deemed by the Company to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any payments made under the Plan. No employee, beneficiary or other person will have any claim against the Company as a result of any such action. Any action with respect to the Plan taken by the Administrator, the Company, or any designee of the foregoing shall be conclusive upon all Participants and beneficiaries entitled to benefits under the Plan.

(h) Severability. If any provision of the Plan is held to be illegal or invalid for any reason, the illegality or invalidity will not affect the remaining provisions of the Plan, but such provision will be fully severable and the Plan will be construed and enforced as if the illegal or invalid provision had never been included herein.

(i) Application of Section 409A of the Code. The amounts payable pursuant to Section 5 of this Plan are intended to comply with the short-term deferral exception and/or separation pay exception to Section 409A of the Code. To the extent that a Participant is a “specified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) as of the Participant’s Date of Termination, no amount that constitutes a deferral of compensation which is payable on account of the Participant’s separation from service (including, for purposes of clarity, amounts payable under such Participant’s Employment Agreement) shall be paid to the Participant before the date (the “Delayed Payment Date”) which is first day of the seventh month after the Participant’s Date of Termination or, if earlier, the date of the Participant’s death following such Date of Termination. All such amounts that would, but for this Section 8(i), become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid by the Company with respect to any such delayed payments. For purposes of Section 409A of the Code, each payment or amount due under this Plan shall be considered a separate payment, and a Participant’s entitlement to a series of payments under this Plan is to be treated as an entitlement to a series of separate payments. All taxable reimbursements provided hereunder that are deferred compensation subject to the requirements of Section 409A of the Code shall be made not later than the calendar year following the calendar year in which the expense was incurred, except as otherwise provided in Treasury Regulation § 1.409-3(i)(1)(iv)(B). Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year nor shall such amounts be subject to liquidation

(j) Governing Law. The Plan shall be governed and construed in accordance with ERISA, and where not pre-empted by ERISA, the laws of the State of Missouri, without regard to conflicts of laws principles thereof.

(k) Word Usage. Words used in the masculine shall apply to the feminine, where applicable, and wherever the context of the Plan dictates, the plural shall be read as the singular and the singular as the plural.

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(l) Status/Named Fiduciary. The Plan is intended to qualify for the exemptions under Title I of ERISA provided for plans that are unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. The Administrator shall be the named fiduciary for purposes of the Plan.

(m) ERISA Rights. As a participant in the Plan, Participants are entitled to certain rights and protections under ERISA, which provides that all Plan participants shall be entitled to:

(i) Examine without charge, at the Administrator’s office and at other specified locations such as worksites, all Plan documents, and copies of all documents filed by the Plan with the U.S. Department of Labor, such as detailed annual reports.

(ii) Obtain copies of all Plan documents and other Plan information upon written request to the Administrator. The Administrator may make a reasonable charge for the copies.

(iii) To the extent applicable, receive a summary of the Plan’s annual financial report. The Administrator is required by law to furnish each participant with a copy of this summary annual report.

In addition to creating rights for Plan participants, ERISA imposes obligations upon the people who are responsible for the operation of employee benefit plans. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of Participants and beneficiaries. No one, including the Company, may fire a Participant or otherwise discriminate against the Participant in any way to prevent the Participant from obtaining benefits or exercising his or her rights under ERISA.

If a claim for a benefit under this Plan is denied in whole or in part, a Participant has the right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps a Participant can take to enforce the above rights. For instance, if a Participant requests materials from the Administrator and does not receive them within 30 days, the Participant may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and pay the Participant up to $110 a day until the Participant receives the materials, unless the materials were not sent because of reasons beyond the control of the Administrator. If a Participant’s claim for benefits is denied or ignored, in whole or in part, the Participant may file suit in a state or federal court. If a Participant is discriminated against for asserting his or her rights, the Participant may seek assistance from the U.S. Department of Labor, or file suit in a federal court. The court will decide who should pay court costs and legal fees. If the Participant is successful, the court may order the person sued by the Participant to pay the costs and fees. If the Participant loses, the court may order the Participant to pay the costs and fees (for example, if it finds that the Participant’s claim is frivolous).

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If a Participant has any questions about this Plan, the Participant should contact the Administrator. If a Participant has any questions about this statement or about his or her rights under ERISA, or if a Participant needs assistance in obtaining documents from the Administrator, he or she should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in the telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington D.C. 20210. A Participant may also obtain certain publications about his or her rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

(n) Additional Information.

Plan Name:	Inergy Group Officer Severance Plan
Fiscal Year of Plan:	January 1 through December 31
Type of Plan:	Top Hat Welfare Plan
Plan No.:	301
Plan Sponsor:	Inergy Operations, LLC
	Two Brush Creek Boulevard, Suite 200
	Kansas City, Missouri 64112
	Attention: General Counsel
Plan Administrator:	The Compensation Committee of the Board
Agent for Service of Legal Process:	The Administrator. Process may be served at the address specified above.

[Signature Page Follows]

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INERGY GP, LLC

By:                                                                                                  

Name:

Title:

Date

INERGY OPERATIONS, LLC

By:                                                                                                  

Name:

Title:

Date

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EX-10.5

Exhibit 10.5

[FORM OF]

INERGY LONG TERM INCENTIVE PLAN

AMENDMENT TO RESTRICTED UNIT AWARD AGREEMENTS

THIS AMENDMENT TO RESTRICTED UNIT AWARD AGREEMENTS (this “Amendment”), dated as of «Date», is between Inergy GP, LLC a Delaware limited liability company (the “General Partner”) and «First» «Last» (“Holder”).

RECITALS:

A. Holder currently holds Restricted Units (as defined in the Plan (as defined below)) which were granted pursuant to the terms of the Inergy Long Term Incentive Plan, as it may be amended from time to time (the “Plan”) and the Restricted Unit Award Agreement or Agreements between Holder and the General Partner listed on Exhibit A (as amended hereby, collectively, the “Award Agreements”).

B. Pursuant to the terms of a Purchase and Sale Agreement, dated as of May 6, 2013 ,among Crestwood Holdings LLC, Crestwood Gas Services Holdings LLC, Inergy Holdings GP, LLC and NRGP Limited Partner, LLC, as it may be amended from time to time (the “Purchase Agreement”), pursuant to which Buyers (as defined in the Purchase Agreement) will purchase all of the limited and general partnership interests in Inergy Holdings, L.P.

C. Pursuant to the terms of the Plan, the transactions contemplated by the Purchase Agreement (the “Transaction”) will not constitute a “Change in Control” (as defined in the Plan).

D. Notwithstanding the fact that the Transaction will not constitute a “Change in Control”, as permitted by the terms of the Plan, the General Partner wishes to provide for certain additional vesting rights of the Restricted Units in connection with, and subject to the occurrence of, the Closing (as defined in the Purchase Agreement).

E. The Award Agreements may be amended by a written instrument signed by both Holder and the General Partner.

AGREEMENT:

In consideration of the mutual premises and covenants contained herein, the General Partner and Holder agree to amend the Award Agreement as follows:

1. Notwithstanding any provision to the contrary in the Award Agreements, the Restricted Units held by Holder subject to each applicable Award Agreement that remain subject to a Restricted Period (as defined in the applicable Award Agreement)

as of the date hereof shall vest on the earlier to occur of             ¹ (the “Early Vesting Date”) and the “Vesting Date” (as defined in the applicable Award Agreement), provided that Holder has been continuously employed by the Employer (as defined in the Plan) from the Closing through such date and such Restricted Units have not otherwise been forfeited in accordance with the terms of the Plan and the applicable Award Agreement prior to such date.

2. Notwithstanding the foregoing, if, prior to the Early Vesting Date or the Vesting Date (as applicable) Holder’s employment with the Employer is terminated by the Employer without “Cause” (as defined in the Plan) or Holder’s death or disability (as determined pursuant to the long-term disability plans maintained by the Company and its Affiliates from time to time) or Holder resigns his or her employment with the Employer following the occurrence of a “Constructive Termination Event” (as hereinafter defined), all such Restricted Units shall vest as of the date of such termination.

3. For purposes of Section 2 of this Amendment, a “Constructive Termination Event” means the occurrence, without Holder’s written consent of: (a) a material reduction in Holder’s annual base salary [or the annual target bonus opportunity established under Holder’s employment agreement with the Company or one of its Affiliates]; (b) the Employer requiring a relocation of the Holder’s principal place of employment more than 50 miles from Holder’s principal place of employment as of the Closing; (c) [any material breach by the Employer of a material provision of Holder’s written employment agreement with the Employer; or (d)] a material diminution in Holder’s duties or responsibilities; provided, however, that Holder gives written notice to the Employer of the existence of such a condition within 90 days of the initial existence of the condition, the General Partner has at least 30 days from the date when such notice is provided to cure the condition (if such condition can be cured) without being required to provide vesting due to termination of employment, and Holder actually terminates Holder’s employment due to the Constructive Termination Event within six months of the initial occurrence of any of the conditions above.

4. Holder expressly acknowledges and agrees that the Transaction will not constitute a “Change in Control” under the terms of the Plan and that the vesting provided for pursuant to Sections 1 and 2 of this Amendment is the only additional vesting that Holder is entitled to in connection with the Transaction.

5. Notwithstanding anything herein to the contrary, this Amendment shall be effective and contingent upon the Closing. Should the Purchase Agreement be terminated pursuant to its terms without the occurrence of the Closing, this Amendment shall be null and void ab initio. Except as expressly set forth herein, the Award Agreement shall remain in full force and effect.

¹  December 31, 2013 for certain corporate center employees and the first anniversary of the Closing for all other employees.

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6. This Amendment and the Award Agreements contain the entire understanding of the parties with respect to the subject matter hereof and thereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and therein. This Amendment supersedes all prior agreements and understandings between the parties with respect to such subject matter.

7. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict of laws provisions.

8. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one in the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the General Partner has caused this Amendment to be executed and Holder has hereunto set his or her hand on the day and year first above written.

Inergy GP, LLC

By:                                                                                                

Title:                                                                                             

HOLDER

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Exhibit A

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