SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Crestwood Midstream Partners LP (f/k/a Inergy Midstream, L.P.)

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

226378107

(CUSIP Number)

Steven M. Dougherty

700 Louisiana Street, Suite 2060

Houston, TX 77002

(832) 519-2200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 4, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ¨

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS

Item 1.	Security and Issuer	12
Item 2.	Identity and Background	12
Item 3.	Sources and Amount of Funds or Other Consideration	13
Item 4.	Purpose of Transaction	13
Item 5.	Interest in Securities of the Issuer	15
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer	16
Item 7.	Material to be Filed as Exhibits	16

2

CUSIP No. 45671U106

1	Name of reporting person Crestwood Gas Services Holdings LLC
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     18,339,314 Common Units
		9	Sole dispositive power     0
		10	Shared dispositive power     18,339,314 Common Units
11	Aggregate amount beneficially owned by each reporting person     18,339,314 Common Units
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     11.3%
14	Type of reporting person     OO

3

CUSIP No. 45671U106

1	Name of reporting person Crestwood Holdings LLC
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     27,995,823 Common Units
		9	Sole dispositive power     0
		10	Shared dispositive power     27,995,823 Common Units
11	Aggregate amount beneficially owned by each reporting person     27,995,823 Common Units
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     17.2%
14	Type of reporting person     OO

4

CUSIP No. 45671U106

1	Name of reporting person Crestwood Holdings II LLC
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     27,995,823 Common Units
		9	Sole dispositive power     0
		10	Shared dispositive power     27,995,823 Common Units
11	Aggregate amount beneficially owned by each reporting person     27,995,823 Common Units
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     17.2%
14	Type of reporting person     OO

5

CUSIP No. 45671U106

1	Name of reporting person Crestwood Holdings Partners, LLC
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     27,995,823 Common Units
		9	Sole dispositive power     0
		10	Shared dispositive power     27,995,823 Common Units
11	Aggregate amount beneficially owned by each reporting person     27,995,823 Common Units
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     17.2%
14	Type of reporting person     OO

6

CUSIP No. 45671U106

1	Name of reporting person FR XI CMP Holdings LLC
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     27,995,823 Common Units
		9	Sole dispositive power     0
		10	Shared dispositive power     27,995,823 Common Units
11	Aggregate amount beneficially owned by each reporting person     27,995,823 Common Units
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     17.2%
14	Type of reporting person     OO

7

CUSIP No. 45671U106

1	Name of reporting person FR Midstream Holdings LLC
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     30,206,427 Common Units
		9	Sole dispositive power     0
		10	Shared dispositive power     30,206,427 Common Units
11	Aggregate amount beneficially owned by each reporting person     30,206,427 Common Units
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     18.6%
14	Type of reporting person     OO

8

CUSIP No. 45671U106

1	Name of reporting person First Reserve GP XI, L.P.
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     30,206,427 Common Units
		9	Sole dispositive power     0
		10	Shared dispositive power     30,206,427 Common Units
11	Aggregate amount beneficially owned by each reporting person     30,206,427 Common Units
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     18.6%
14	Type of reporting person     PN

9

CUSIP No. 45671U106

1	Name of reporting person First Reserve GP XI, Inc.
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     30,206,427 Common Units
		9	Sole dispositive power     0
		10	Shared dispositive power     30,206,427 Common Units
11	Aggregate amount beneficially owned by each reporting person     30,206,427 Common Units
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     18.6%
14	Type of reporting person     CO

10

CUSIP No. 45671U106

1	Name of reporting person William E. Macaulay
2	Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power     0
		8	Shared voting power     30,206,427 Common Units
		9	Sole dispositive power     0
		10	Shared dispositive power     30,206,427 Common Units
11	Aggregate amount beneficially owned by each reporting person     30,206,427 Common Units
12	Check box if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     18.6%
14	Type of reporting person     IN

11

Item 1. Security and Issuer

The title of the class of equity securities to which this Schedule 13D relates is common units representing limited partner interests (“Common Units”) of Crestwood Midstream Partners LP, a Delaware limited partnership (the “Issuer”), which, prior to the Follow-On Merger described below was named “Inergy Midstream, L.P.” The principal executive offices of the Issuer are located at 700 Louisiana Street, Suite 2060, Houston, Texas 77002.

Item 2. Identity and Background

(a) This Schedule 13D is filed by (i) Crestwood Gas Services Holdings LLC, a Delaware limited liability company (“Gas Services Holdings”), (ii) Crestwood Holdings LLC, a Delaware limited liability company (“Crestwood Holdings”), (iii) Crestwood Holdings II LLC, a Delaware limited liability company (“Crestwood Holdings II”), (iv) Crestwood Holdings Partners, LLC, a Delaware limited liability company (“Crestwood Holdings Partners”), (v) FR XI CMP Holdings LLC, a Delaware limited liability company (“FR XI CMP”), (vi) FR Midstream Holdings LLC, a Delaware limited liability company (“FR Midstream Holdings”), (vii) First Reserve GP XI, L.P., a Delaware limited partnership (“FR GP LP”), (viii) First Reserve GP XI, Inc., a Delaware corporation (“FR GP Inc.”) and (ix) William E. Macaulay, a United States citizen (collectively with Gas Services Holdings, Crestwood Holdings, Crestwood Holdings II, Crestwood Holdings Partners, FR XI CMP, FR Midstream Holdings, FR GP LP and FR GP Inc., the “Reporting Persons”).

Crestwood Holdings is the sole member of Gas Services Holdings, which together own all of the limited and general partnership interests of Inergy Holdings, L.P., a Delaware limited partnership (“Inergy Holdings”), the sole member of Inergy GP, LLC, a Delaware limited liability company (“NRGY GP”), which is the general partner of Inergy, L.P. a Delaware limited partnership (“NRGY”), which is the sole member of both (i) NRGM GP, LLC, a Delaware limited liability company (the “General Partner”), which is the general partner of the Issuer and (ii) Crestwood Gas Services GP LLC (“CMLP GP”), the general partner of Crestwood Midstream Partners LP, a Delaware limited partnership (“Crestwood”). Crestwood Holdings has the ability to appoint the members of the board of directors of both NRGY GP and the General Partner. Crestwood Holdings II is the sole member of Crestwood Holdings. Crestwood Holdings Partners is the sole member of Crestwood Holdings II. FR XI CMP is the controlling member of Crestwood Holdings Partners. FR Midstream Holdings is the sole member of FR XI CMP. FR GP LP is the managing member of FR Midstream Holdings. FR GP Inc. is the general partner of FR GP LP. Mr. Macaulay is a director and has the right to appoint a majority of the board of directors of FR GP Inc.

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and, where applicable, members of the board of directors or management committee of the Reporting Persons (collectively, the “Listed Persons”), required by Item 2 of Schedule 13D is provided on Schedule I and is incorporated by reference herein.

(b) The principal business and office address of each of Gas Services Holdings, Crestwood Holdings, Crestwood Holdings II and Crestwood Holdings Partners is c/o Crestwood Holdings Partners, LLC, 700 Louisiana Street, Suite 2060, Houston, Texas 77002. The principal business and office address of each of FR XI CMP, FR Midstream Holdings, FR GP LP, FR GP Inc. and Mr. Macaulay is c/o First Reserve Corporation, One Lafayette Place, Greenwich, CT 06830.

(c) FR XI CMP, FR Midstream Holdings, FR GP LP and FR GP Inc. are each principally engaged in the business of managing investments in other companies engaged in various energy and energy related activities. Each of Crestwood Holdings Partners, Crestwood Holdings II, Crestwood Holdings and Gas Services Holdings were formed to make investments in energy-related midstream assets, and to undertake activities related thereto. Mr. Macaulay is Chairman and Chief Executive Officer of First Reserve Partners Limited, an affiliate of each of FR XI CMP, FR Midstream Holdings, FR GP LP and FR GP Inc.

12

(d) During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the Listed Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the Listed Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship or place of organization of each of the Reporting Persons is set forth on the cover pages of this Schedule 13D and the citizenship of each of the Listed Persons is set forth on Schedule I which information is incorporated herein by reference.

Item 3. Sources and Amount of Funds or Other Consideration

On May 5, 2013, Crestwood, CMLP GP, Crestwood Holdings, NRGY, the Issuer, the General Partner and Intrepid Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Issuer (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms and conditions of the Merger Agreement, on October 7, 2013 (the “Effective Time”), Merger Sub merged with and into Crestwood, the separate existence of Merger Sub ceased and Crestwood survived and continued to exist as a Delaware limited partnership (the “Merger”). Immediately following the Effective Time, Crestwood merged with and into the Issuer, the separate existence of Crestwood ceased and the Issuer survived and continued to exist as a Delaware limited partnership with the name “Crestwood Midstream Partners LP” (the “Follow-On Merger”).

At the Effective Time, each issued and outstanding Crestwood common unit and Class D unit held by Crestwood Holdings, Gas Services Holdings and CMLP GP (collectively, the “Crestwood Holders”) was converted into the right to receive 1.0700 Common Units (the “Unit Consideration”), and each outstanding Crestwood common unit that was held by any person other than a Crestwood Holder converted into the right to receive the Unit Consideration and $1.03 in cash. Immediately prior to the Effective Time, Gas Services Holdings held 17,347,482 common units of Crestwood and 6,462,944 Class D units of Crestwood, Crestwood Holdings held 2,333,712 common units of Crestwood, CMLP GP held 20,185 Class D units of Crestwood and KA First Reserve, LLC a Delaware limited liability company (“KA First Reserve”) held 264,838 common units of Crestwood.

A copy of the Merger Agreement is incorporated herein by reference as Exhibit A hereto and the description of the Merger Agreement contained herein is qualified in its entirety by reference to Exhibit A.

Also on May 5, 2013, Crestwood Holdings, Gas Services Holdings, NRGY and NRGY GP entered into a Follow-On Contribution Agreement (the “Follow-On Contribution Agreement”). Pursuant to the Follow-On Contribution Agreement, on October 7, 2013, immediately following the consummation of the Merger, Gas Services Holdings contributed to NRGY 7,137,841 Common Units that Gas Services Holdings received as Unit Consideration in the Merger in exchange for 14,318,396 common units of NRGY (the “Follow-On Contribution”).

A copy of the Follow-On Contribution Agreement is incorporated herein by reference as Exhibit B hereto and the description of the Follow-On Contribution Agreement contained herein is qualified in its entirety by reference to Exhibit B.

Item 4. Purpose of the Transaction

The Reporting Persons acquired the Common Units reported herein pursuant to the terms of the Merger Agreement for investment purposes and intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Common Units, conditions in the securities markets, and general economic and industry

13

conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional Common Units, dispose of some or all of their Common Units or continue to hold Common Units (or any combination or derivative thereof). In addition, without limitation, the Reporting Persons may engage in discussions with management, the board of directors of the General Partner, unitholders of the Issuer and other relevant parties or take other actions through their representatives on the board of directors of the General Partner or otherwise, concerning any extraordinary corporate transaction (including but not limited to a merger, reorganization or liquidation) or the business, operations, assets, strategy, future plans, prospects, corporate structure, board composition, management, capitalization, dividend policy, certificate of limited partnership, limited partnership agreement, corporate documents, agreements, de-listing or de-registration of the Issuer. Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in this Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their position with respect to the Issuer and reserve the right to develop such plans or proposals.

The following describes plans or proposals that the Reporting Persons may have with respect to certain matters:

Standstill Agreement

Crestwood Holdings is the sole member of Gas Services Holdings, which together own all of the limited and general partnership interests of Inergy Holdings, the sole member of NRGY GP, which is the general partner of NRGY, which is the sole member of the General Partner. On June 19, 2013, John J. Sherman (“Mr. Sherman”) and Crestwood Holdings entered into a Standstill Agreement pursuant to which Mr. Sherman has agreed not to, for a five-year period (i) call (or participate in a group calling) a meeting of the limited partners of NRGY for the purpose of removing (or approving the removal of) NRGY GP as managing general partner of the NRGY and/or electing a successor managing general partner of NRGY; (ii) “solicit” any “proxies” (as such terms are used in the rules of the Securities Exchange Commission) or votes for or in support of (a) the removal of NRGY GP as managing general partner of NRGY or (b) the election of any successor managing general partner of NRGY, or take any action the effect or purpose of which would be to induce limited partners of NRGY to vote or provide proxies that may be voted in favor of any action contemplated by either of the foregoing sub clauses (a) or (b); (iii) seek to advise or influence any person (within the meaning of Section 13(d)(3) of the Act) with respect to the voting of any limited partner interests of NRGY in connection with the removal (or approving the removal) of NRGY GP as managing general partner of NRGY and/or the election of a successor managing general partner of NRGY; (iv) issue, induce or assist in the publication of any press release, media report or other publication in connection with the potential or proposed removal of NRGY GP as managing general partner of NRGY (including with respect to the Issuer) and/or the election of a successor managing general partner of the NRGY; (v) instigate or encourage any third party to do any of the foregoing; or (vi) if NRGY GP is removed as managing general partner of NRGY, participate in any way in the management, ownership and/or control of the successor managing general partner or the successor managing general partner’s operation of the NRGY; provided, however, the foregoing shall not apply if Mr. Sherman has strictly complied with each of his obligations set forth in the foregoing clauses (i) through (iv).

A copy of the Standstill Agreement is incorporated herein by reference as Exhibit C hereto and the description of the Standstill Agreement contained herein is qualified in its entirety by reference to Exhibit C.

Registration Rights Agreement

On June 19, 2013, the Issuer entered into a Registration Rights Agreement in favor of Gas Services Holdings and Crestwood Holdings with respect to Common Units held by the Gas Services Holdings and Crestwood Holdings and their affiliates.

14

A copy of the Registration Rights Agreement is incorporated herein by reference as Exhibit D hereto and the description of the Registration Rights Agreement contained herein is qualified in its entirety by reference to Exhibit D.

Item 5. Interest in Securities of the Issuer

(a) and (b). The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. The following disclosure is based on 162,337,559 Common Units outstanding as of October 7, 2013. See Schedule 1 for the information applicable to the Listed Persons.

Gas Services Holdings holds 18,339,314 Common Units, representing approximately 11.3% of the outstanding Common Units. Crestwood Holdings holds an additional 2,497,071 Common Units and may be deemed to beneficially own (i) the 18,339,314 Common Units held by Gas Services Holdings, (ii) 7,137, 841 Common Units held by NRGY and (iii) 21,597 Common Units held by CMLP GP, collectively representing approximately 17.2% of the outstanding Common Units.

FR Midstream Holdings may be deemed to beneficially own an additional 2,210,604 Common Units owned directly by KA First Reserve. FR Midstream Holdings owns a majority of the membership interests in KA First Reserve and controls the board of managers of KA First Reserve. FR GP Inc. is the general partner of FR GP LP, which is the managing member of FR Midstream Holdings, which is the sole member of FR XI CMP, which is the controlling member of Crestwood Holdings Partners, which is the sole member of Crestwood Holdings II, which is the sole member of Crestwood Holdings, which is the sole member of Gas Services Holdings. When FR Midstream Holdings’ indirect beneficial ownership of Common Units through KA First Reserve are combined with other indirect ownership of Common Units through Gas Services Holdings, Crestwood Holdings, NRGY and CMLP GP, such ownership interests represent approximately 18.6% of the outstanding Common Units.

15

Each of the Reporting Persons (as defined in the Schedule 13D) may be deemed to beneficially own the Common Units reported herein. The filing of this Schedule 13D shall not be construed as an admission that any person listed in this Item 5 is the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities reported herein.

(c) Other than the transactions described in this Schedule 13D none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any Listed Person has engaged in any transaction during the past 60 days in any Common Units.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, the partners, members, affiliates or shareholders of the Reporting Persons and any other persons named in Items 2 or 5(a) or the Listed Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Units.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information provided or incorporated by reference in Item 2, Item 3 and Item 4 is hereby incorporated by reference herein.

Item 7. Material to be Filed as Exhibits

Exhibit A	Agreement and Plan of Merger, dated as of May 5, 2013, by and among NRGM, NRGM GP, Merger Sub, the Issuer, Crestwood Holdings, Crestwood and Crestwood Gas Service GP LLC (Incorporated by reference to Exhibit 2.1 to the Issuer’s Form 8-K filed with the Commission on May 9, 2013 (file number 001-35377))
Exhibit B	Follow-On Contribution Agreement, dated as of May 5, 2013, among Crestwood Holdings and Gas Services Holdings, NRGY and NRGY GP (filed herewith)
Exhibit C	Standstill Agreement, dated as of June 19, 2013, by and among, John J. Sherman and Crestwood Holdings (filed herewith)
Exhibit D	Registration Rights Agreement, dated as of June 19, 2013, by and among, the Issuer, John J. Sherman, Crestwood Holdings and Gas Services Holdings (Incorporated by reference to Exhibit 4.1 to the Issuer’s Form 8-K filed with the Commission on June 19, 2013 (file number 001-35377)).
Exhibit E	Joint Filing Agreement (filed herewith)
Exhibit F	Power of Attorney of William E. Macaulay (filed herewith)

[Signature Page Follows]

16

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

Dated: October 11, 2013

Crestwood Gas Services Holdings LLC
By:	/s/ Kelly J. Jameson
	Name:	Kelly J. Jameson
	Title:	Senior Vice President
Crestwood Holdings LLC
By:	/s/ Joel C. Lambert
	Name:	Joel C. Lambert
	Title:	Senior Vice President
Crestwood Holdings II LLC
By:	/s/ Joel C. Lambert
	Name:	Joel C. Lambert
	Title:	Senior Vice President
Crestwood Holdings Partners, LLC
By:	/s/ Joel C. Lambert
	Name:	Joel C. Lambert
	Title:	Senior Vice President
FR XI CMP Holdings LLC
By:	First Reserve GP XI, L.P., its managing member
By:	First Reserve GP XI, Inc., its general partner
By:	/s/ Michael France
	Name:	Michael France
	Title:	Managing Director
FR Midstream Holdings LLC
By:	First Reserve GP XI, L.P., its managing member
By:	First Reserve GP XI, Inc., its general partner
By:	/s/ Michael France
	Name:	Michael France
	Title:	Managing Director

17

First Reserve GP XI, L.P.
By:	First Reserve GP XI, Inc., its general partner
By:	/s/ Michael France
	Name:	Michael France
	Title:	Managing Director
First Reserve GP XI, Inc.
By:	/s/ Michael France
	Name:	Michael France
	Title:	Managing Director
/s/ Anne E. Gold as  attorney-in-fact for William E. Macaulay
William E. Macaulay

18

SCHEDULE I

Officers of Crestwood Gas Services Holdings LLC

Robert G. Phillips

Address: c/o Crestwood Holdings Partners, LLC, 700 Louisiana Street, Suite 2060, Houston, Texas 77002

Principal Occupation: Chief Executive Officer of Crestwood Holdings Partners, LLC

Citizenship: USA

Amount Beneficially Owned: 0

Joel D. Moxley

Address: c/o Crestwood Holdings Partners, LLC, 700 Louisiana Street, Suite 2060, Houston, Texas 77002

Principal Occupation: Senior Vice President and Chief Operating Officer of Crestwood Holdings Partners, LLC

Citizenship: USA

Amount Beneficially Owned: 0

J. “Heath” Deneke

Address: c/o Crestwood Holdings Partners, LLC, 700 Louisiana Street, Suite 2060, Houston, Texas 77002

Principal Occupation: Senior Vice President and Chief Commercial Officer of Crestwood Holdings Partners, LLC

Citizenship: USA

Amount Beneficially Owned: 7,772

Steven M. Dougherty

Address: c/o Crestwood Holdings Partners, LLC, 700 Louisiana Street, Suite 2060, Houston, Texas 77002

Principal Occupation: Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer of Crestwood Holdings Partners, LLC

Citizenship: USA

Amount Beneficially Owned: 13,910

Robert T. Halpin III

Address: c/o Crestwood Holdings Partners, LLC, 700 Louisiana Street, Suite 2060, Houston, Texas 77002

Principal Occupation: Vice President, Finance of Crestwood Holdings Partners, LLC

Citizenship: USA

Amount Beneficially Owned: 10,805

Mark G. Stockard

Address: c/o Crestwood Holdings Partners, LLC, 700 Louisiana Street, Suite 2060, Houston, Texas 77002

Principal Occupation: Vice President, Investor Relations and Treasurer and Assistant Secretary of Crestwood Holdings Partners, LLC

Citizenship: USA

Amount Beneficially Owned: 12,919

Joel C. Lambert

Address: c/o Crestwood Holdings Partners, LLC, 700 Louisiana Street, Suite 2060, Houston, Texas 77002

Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary of Crestwood Holdings Partners, LLC

Citizenship: USA

Amount Beneficially Owned: 7,255

19

Officers of Crestwood Holdings LLC

Robert G. Phillips

(see above)

Joel D. Moxley

(see above)

J. “Heath” Deneke

(see above)

Steven M. Dougherty

(see above)

Robert T. Halpin III

(see above)

Mark G. Stockard

(see above)

Joel C. Lambert

(see above)

Officers of Crestwood Holdings II LLC

Robert G. Phillips

(see above)

Joel D. Moxley

(see above)

J. “Heath” Deneke

(see above)

Steven M. Dougherty

(see above)

Robert T. Halpin III

(see above)

Mark G. Stockard

(see above)

Joel C. Lambert

(see above)

Officers of Crestwood Holdings Partners, LLC

Robert G. Phillips

(see above)

20

Joel D. Moxley

(see above)

J. “Heath” Deneke

(see above)

Steven M. Dougherty

(see above)

Robert T. Halpin III

(see above)

Mark G. Stockard

(see above)

Joel C. Lambert

(see above)

Members of the Management Committee of Crestwood Holdings Partners, LLC

Timothy H. Day

Address: First Reserve, 600 Travis, Suite 6000, Houston, TX 77002

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 7,255

Michael G. France

Address: cFirst Reserve, 600 Travis, Suite 6000, Houston, TX 77002

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 7,255

Robert G. Phillips

(see above)

Board of Directors of First Reserve GP XI, Inc.

William E. Macaulay

Address: First Reserve, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Chairman and Chief Executive Officer of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Anne E. Gold

Address: First Reserve, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Chief Compliance Officer of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

21

Jennifer C. Zarrilli

Address: First Reserve, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Chief Financial Officer and Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Officers of First Reserve GP XI, Inc.

William E. Macaulay

(see above)

John A. Hill

Address: First Reserve, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Vice Chairman of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Michael G. France

(see above)

Timothy H. Day

(see above)

Cathleen M. Ellsworth

Address: First Reserve, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Francesco Giuliani

Address: First Reserve, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Director of First Reserve

Citizenship: Italy

Amount Beneficially Owned: 0

Neil J. Hartley

Address: First Reserve, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Director of First Reserve

Citizenship: United Kingdom

Amount Beneficially Owned: 0

Will Honeybourne

Address: First Reserve, 600 Travis, Suite 6000, Houston, TX 77002

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Alex T. Krueger

AddressFirst Reserve, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

22

John Mogford

Address: First Reserve, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Director of First Reserve

Citizenship: United Kingdom

Amount Beneficially Owned: 0

Kenneth W. Moore

Address: First Reserve, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

David A. Posner

Address: First Reserve, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Jeffrey K. Quake

Address: First Reserve, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Claudio Santiago

Address: First Reserve, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Director of First Reserve

Citizenship: Spain

Amount Beneficially Owned: 0

Alan G. Schwartz

Address: First Reserve, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Directors of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Alexander D. Williams

Address: First Reserve, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Director of First Reserve

Citizenship: United Kingdom

Amount Beneficially Owned: 0

Neil A. Wizel

Address: First Reserve, 600 Travis, Suite 6000, Houston, TX 77002

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Jennifer C. Zarrilli

(see above)

23

EX-99.B

Exhibit B

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

2

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.

3

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.

4

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.

5

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: Crestwood Holdings II LLC, its Managing Member
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 continued on next page.]

6

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

7

EX-99.C

Exhibit C

STANDSTILL AGREEMENT

THIS STANDSTILL AGREEMENT (this “Agreement”) dated as of June 19, 2013, is entered into by and between John J. Sherman (“Sherman”), and Crestwood Holdings LLC, a Delaware limited liability company (“Holdings”).

WITNESSETH:

WHEREAS, Holdings has entered into that certain Purchase and Sale Agreement dated as of May 5, 2013 (the “Purchase Agreement”) with Crestwood Gas Services Holdings LLC, Inergy Holdings GP, LLC (“Inergy Holdings GP”) and NRGP Limited Partner, LLC (“NRGP LP”) (any capitalized term used but not defined in this Agreement shall have the meaning given such term in the Purchase Agreement);

WHEREAS, prior to the Closing, Sherman controls Inergy Holdings GP and NRGP LP;

WHEREAS, Inergy Holdings GP and NRGP indirectly own 100% of Inergy GP, LLC (the “General Partner”), the managing general partner of Inergy, L.P. (“Inergy”);

WHEREAS, Sherman will receive valuable consideration as a result of the Closing; and

WHEREAS, under Section 9.02 of the Purchase Agreement, the execution and delivery by Sherman of this Agreement is a condition precedent to the Closing.

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

1. From the date hereof through and including the fifth anniversary of the date hereof, Sherman will not, directly or indirectly, through affiliates, agents, representatives or otherwise:

a. Call (or participate in a group calling) a meeting of the limited partners of Inergy for the purpose of removing (or approving the removal of) the General Partner as managing general partner of Inergy and/or electing a successor managing general partner of Inergy;

b. “Solicit” any “proxies” (as such terms are used in the rules of the Securities Exchange Commission) or votes for or in support of (i) the removal of the General Partner as managing general partner of Inergy or (ii) the election of any successor managing general partner of Inergy, or take any action the effect or purpose of which would be to induce limited partners of Inergy to vote or provide proxies that may be voted in favor of any action contemplated by either of sub clauses (i) or (ii);

c. Seek to advise or influence any person (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the voting of any limited partner interests of Inergy in connection with the removal (or approving the removal) of the General Partner as managing general partner of Inergy and/or the election of a successor managing general partner of Inergy;

1

d. Issue, induce or assist in the publication of any press release, media report or other publication in connection with the potential or proposed removal of the General Partner as managing general partner of Inergy (including with respect to Inergy Midstream, L.P.) and/or the election of a successor managing general partner of Inergy;

e. Instigate or encourage any third party to do any of the foregoing; or

f. If the General Partner is removed as managing general partner of Inergy, participate in any way in the management, ownership and/or control of the successor managing general partner or the successor managing general partner’s operation of Inergy; provided, however, this clause f. shall not apply if Sherman has strictly complied with each of his obligations set forth in clauses a. through e., inclusive, of this Section 1.

2. Notwithstanding anything to the contrary in this Agreement, the foregoing shall not in any way limit the right of Sherman or his Affiliates to vote their limited partner interests in Inergy at any meeting of limited partner of Inergy so long as there has been no breach of Section 1 of this Agreement.

3. Sherman acknowledges that Holdings would suffer irreparable damage upon any breach of this Agreement by Sherman or any of his affiliates, agents or representatives, and agrees that Holdings shall be entitled to equitable relief, in addition to any other available remedies, in connection with any actual or threatened breach of this letter agreement by Sherman or any of his affiliates, agents or representatives, and that no showing of actual damage or posting of any bond or other security shall be required in connection therewith. Such remedies shall be cumulative and not exclusive and shall be in addition to any other remedies which Holdings may have under this Agreement or otherwise.

4. Miscellaneous Matters.

a. 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. Each of the parties hereto 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 hereto 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 hereto 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

2

States located in the State of Delaware 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.

b. Except for the Purchase Agreement and the Contribution Agreement, this Agreement constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of such parties, and there are no representations, warranties or other agreements between or among such parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby.

c. 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.

d. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

e. 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. 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.

f. No party hereto 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), except that Holdings may assign its rights under this Agreement to any Person that acquires direct or indirect ownership of the General Partner. Any attempted assignment, transfer, disposition or alienation in violation of this Agreement shall be null, void and ineffective.

g. 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

3

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 hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of such 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.

h. 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.

[Signature page follows.]

4

JOHN J. SHERMAN

Signature Page to Standstill Agreement

CRESTWOOD HOLDINGS LLC
By:
Name:	Robert G. Phillips
Title:	President

Signature Page to Standstill Agreement

EX-99.E

EXHIBIT E

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13D with respect to the beneficial ownership by the undersigned of the common units of Crestwood Midstream Partners LP (f/k/a Inergy Midstream, L.P.) is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

Dated: October 11, 2013

Crestwood Gas Services Holdings LLC
By:	/s/ Kelly J. Jameson
	Name:	Kelly J. Jameson
	Title:	Senior Vice President
Crestwood Holdings LLC
By:	/s/ Joel C. Lambert
	Name:	Joel C. Lambert
	Title:	Senior Vice President
Crestwood Holdings II LLC
By:	/s/ Joel C. Lambert
	Name:	Joel C. Lambert
	Title:	Senior Vice President
Crestwood Holdings Partners, LLC
By:	/s/ Joel C. Lambert
	Name:	Joel C. Lambert
	Title:	Senior Vice President
FR XI CMP Holdings LLC
By: First Reserve GP XI, L.P., its managing member
By: First Reserve GP XI, Inc., its general partner
By:	/s/ Michael France
	Name:	Michael France
	Title:	Managing Director

FR Midstream Holdings LLC
By: First Reserve GP XI, L.P., its managing member
By: First Reserve GP XI, Inc., its general partner
By:	/s/ Michael France
	Name:	Michael France
	Title:	Managing Director
First Reserve GP XI, L.P.
By: First Reserve GP XI, Inc., its general partner
By:	/s/ Michael France
	Name:	Michael France
	Title:	Managing Director
First Reserve GP XI, Inc.
By:	/s/ Michael France
	Name:	Michael France
	Title:	Managing Director
/s/ Anne E. Gold as  attorney-in-fact for William E. Macaulay
William E. Macaulay

EX-99.F

EXHIBIT F

POWER OF ATTORNEY

(LIMITED)

KNOW ALL MEN BY THESE PRESENTS, that I, WILLIAM E. MACAULAY of the Town/City of GREENWICH, County of FAIRFIELD, State of CONNECTICUT, reposing special trust and confidence in ANNE E. GOLD, of the Town of RYE, County of WESTCHESTER, State of NEW YORK and/or, ROBERT J. GALLAGHER, of the Town of RYE, County of WESTCHESTER, State of NEW YORK, have made, constituted and appointed, and by these presents do make, constitute and appoint each of the said ANNE E. GOLD and/or ROBERT J. GALLAGHER, my true and lawful attorney-in-fact and agent, both FOR ME PERSONALLY and in my name, place and stead, IN MY CAPACITY AS AN OFFICER OR DIRECTOR OF:

FRC FOUNDERS CORPORATION (“FOUNDERS”)

FIRST RESERVE CORPORATION, L.L.C. (“FRC”)

FIRST RESERVE PARTNERS LIMITED (“FRPL”)

FIRST RESERVE MANAGEMENT LIMITED (“FRML”)

FIRST RESERVE GP XII LIMITED (“GP XII”)

FIRST RESERVE GP XI, INC. (“GP XI”)

FR XI OFFSHORE GP LIMITED (“OFFSHORE XI”)

FR HORIZON GP LIMITED (“FR HORIZON”)

FIRST RESERVE GP X, INC. (“GP X”)

FR X OFFSHORE GP LIMITED (“OFFSHORE X”)

FIRST RESERVE ENERGY INFRASTRUCTURE GP LIMITED (“FREI”)

or any entity of which any the foregoing is the direct or indirect general partner or for which any of the foregoing otherwise has the authority to act (collectively with FOUNDERS, FRC, FRPL, FRML, GP XII, GP XI, OFFSHORE XI, FR HORIZON, GP X, OFFSHORE X, and FREI the “First Reserve Entities”), with full power and authority to do and perform each and every act necessary, as fully as I might do if personally present, to accomplish and complete the following acts or transactions:

1. With respect to any entity in which any First Reserve Entities have an investment (each a “Company”), sign on my behalf, any and all filings (including filings with the Securities and Exchange Commission), agreements, notices or documents arising from, or related to any Company, including, (a) any holdings or investments of any First Reserve Entities in any Company; and (b) any holdings or investments of mine in any Company.

2. Seek or obtain, as my representative and on my behalf, from any third party, including brokers, employee benefit plan administrators and trustees, information on transactions involving any Company or the securities of any Company, and I hereby authorize any such persons to release any such information to either attorney-in-fact designated hereunder and approve and ratify any such release of information; and

3. Perform any and all other acts which in the discretion of either such attorney-in-fact are necessary or desirable for and on my behalf in connection with the foregoing.

I acknowledge that:

(a) this Power of Attorney authorizes, but does not require, either such attorney-in-fact to act in his or her discretion on information provided to either such attorney-in-fact without independent verification of such information;

(b) any documents prepared and/or executed by either such attorney-in-fact on my behalf pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as either such attorneys-in-fact, in his or her discretion, deems necessary or desirable;

(c) neither such attorney-in-fact nor any Company assumes (i) any liability for my responsibility to comply with the requirements of any law or regulation, including without limitation the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act of 1934, as amended (the “Exchange Act”), or (ii) any liability of mine for any failure to comply with such requirements; and

(d) this Power of Attorney does not relieve me from responsibility for compliance with my obligations under any law or regulation, including without limitation the requirements under the Securities Act and the Exchange Act.

I hereby give and grant ANNE E. GOLD and/or ROBERT J. GALLAGHER, in the capacity set forth above, full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as I might or could do if present, hereby ratifying all that either such attorney-in-fact of, for and on my behalf, shall lawfully do or cause to be done by virtue of this Power of Attorney.

[Remainder of Page Intentionally Blank]

This POWER OF ATTORNEY shall remain in effect until revoked and shall not be affected by disability of the Principal.

EXECUTED this 11 day of April, 2012

/s/ William E. Macaulay

William E. Macaulay

STATE OF CONNECTICUT)

                                                 )SS.

COUNTY OF FAIRFIELD)

The foregoing instrument was acknowledged before me this 11 day of April, 2012, by William E. Macaulay, the Principal.

Witness my hand and official seal:                             , Notary

My commission expires:

/s/ Anne E. Gold	/s/ Robert J. Gallagher
Specimen Signature of Agent-Attorney Anne E. Gold	Specimen Signature of Agent-Attorney Robert J. Gallagher