SC 13E3

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

CRESTWOOD MIDSTREAM PARTNERS LP

(Name of the Issuer)

CRESTWOOD MIDSTREAM PARTNERS LP

CRESTWOOD HOLDINGS LLC

INERGY MIDSTREAM, L.P.

INTREPID MERGER SUB, LLC

INERGY, L.P.

(Name of Person(s) Filing Statement)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

226372100

(CUSIP Number of Class of Securities)

Steven M. Dougherty

700 Louisiana Street, Suite 2060

Houston, TX 77002

(832) 519-2200

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to

Gillian A. Hobson Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2500 Houston, Texas 77002 (713) 758-2222 Laura L. Ozenberger Inergy Midstream, L.P. Two Brush Creek Boulevard, Suite 200 Kansas City, Missouri 64112 (816) 842-8181 William E. Curbow Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 Kelly J. Jameson
Crestwood Midstream Partners LP 700 Louisiana Street, Suite 2060 Houston, Texas 77002 (832) 519-2200 John Goodgame
Akin Gump Strauss Hauer & Feld LLP 1111 Louisiana Street, 44^th Floor Houston, Texas 77002 (713) 220-5800

This statement is filed in connection with (check the appropriate box):

¨	a.	The filing of solicitation materials or an information statement subject to Regulation 14A (17 CFR 240.14a-1 to 240.14b-2], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [§240.13e-3(c)] under the Securities Exchange Act of 1934.
x	b.	The filing of a registration statement under the Securities Act of 1933.
¨	c.	A tender offer.
¨	d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

TRANSACTION VALUATION*	AMOUNT OF FILING FEE**
$1,568,425,174.32	$213,933.19

(1) Calculated solely for purposes of determining the filing fee. The transaction value was calculated based upon the market value of Crestwood common units (the securities to be acquired) in accordance with Rule 0-11(b)(2) of the Securities Exchange Act of 1934, as amended, as follows: the product of (i) $25.98, the average of the high and low prices per Crestwood common unit as reported on New York Stock Exchange on August 5, 2013 and (ii) 60,370,484, the estimated maximum number of Crestwood common units and Class D units that may be acquired in the merger, including units reserved for issuance under outstanding Crestwood equity awards.

(2) The amount of filing fee was calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, by multiplying 0.0001364 by the aggregate transaction valuation.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously Paid: $207,723.45

Form or Registration No.: Registration Statement on Form S-4 (Registration No. 333-188930)

Filing Party: Inergy Midstream, L.P.

Date Filed: May 29, 2013

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INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) by (i) Crestwood Midstream Partners LP, a Delaware limited partnership (“Crestwood”), the issuer of the Crestwood common units and Class D units that are the subject of the Rule 13e-3 transaction; (ii) Crestwood Holdings LLC, a Delaware limited liability company (“Crestwood Holdings”); (iii) Inergy Midstream, L.P., a Delaware limited partnership (“Inergy Midstream”); (iv) Intrepid Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”); and Inergy, L.P., a Delaware limited partnership (“NRGY”) (collectively, the “Filing Persons”).

On May 5, 2013, Crestwood, Crestwood Holdings, Crestwood Gas Services GP LLC (“CMLP GP”), NRGY, Inergy Midstream, NRGM GP, LLC, and Intrepid Merger Sub, LLC entered into an Agreement and Plan of Merger (the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Crestwood (the “merger”), with Crestwood continuing its existence under Delaware law as the surviving entity in the merger.

On June 19, 2013, Inergy Holdings L.P. (“Inergy Holdings”) became a wholly owned subsidiary of Crestwood Holdings and Crestwood Gas Services Holdings LLC (“Gas Services Holdings”), pursuant to the terms of the Purchase and Sale Agreement, dated May 5, 2013, between Crestwood Holdings, Gas Services Holdings, NRGP Limited Partner, LLC and Inergy Holdings GP, LLC. (the “Purchase and Sale Agreement”). Inergy Holdings is the sole member of Inergy GP, LLC (“NRGY GP”), the general partner of NRGY. On June 19, 2013, immediately following the closing of the transactions pursuant to the Purchase and Sale Agreement, CMLP GP became a wholly owned subsidiary of NRGY, pursuant to the terms of the Contribution Agreement, dated May 5, 2013, between Crestwood Holdings, Gas Services Holdings, NRGY and NRGY GP.

At the effective time of the merger, (i) each common unit and Class D unit of Crestwood then issued and outstanding and held by Crestwood Holdings, CMLP GP, Gas Services Holdings, or any of their respective affiliates to which any of the foregoing transfers any common unit or Class D unit of Crestwood (collectively, the “Crestwood Holdings Group”) will be converted into the right to receive 1.0700 common units of Inergy Midstream (such common units of Inergy Midstream, the “Inergy Midstream Units”), and (ii) each common unit of Crestwood then issued and outstanding and held by persons other than the Crestwood Holdings Group (such persons, the “Unaffiliated Unitholders”) will be converted into the right to receive 1.0700 Inergy Midstream Units and a one-time payment of $1.03 in cash, which cash amount will include a portion to be paid by Crestwood Holdings and the remainder to be paid by Inergy Midstream (the consideration payable to the Crestwood Holdings Group or Unaffiliated Unitholders, as applicable, the “Merger Consideration”). No fractional Inergy Midstream Units will be issued in the merger, and Crestwood’s unitholders will receive cash in lieu of any fractional Inergy Midstream Units. In connection with the merger, each phantom common unit of Crestwood (each, a “Phantom Unit”) that is outstanding immediately prior to the effective time will vest in full and the restrictions with respect to such Phantom Units will lapse, and each common unit of Crestwood deemed to be issued in settlement thereof will be converted into the right to receive

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the Merger Consideration that is received by unaffiliated unitholders. In addition, in connection with the merger, the restrictions with respect to each restricted common unit of Crestwood (each, a “Restricted Unit”) that is outstanding immediately prior to the effective time will lapse, and each Restricted Unit will be converted into the right to receive the applicable Merger Consideration.

Concurrently with the filing of this Transaction Statement, Inergy Midstream is filing with the Securities and Exchange Commission Amendment No. 2 to its registration statement on Form S-4 (Registration No. 333-188930) (the “proxy statement/prospectus”), which includes a proxy statement/prospectus of Crestwood relating to the special meeting of the unitholders of Crestwood, at which unitholders of Crestwood will be asked to consider and vote upon the proposals to approve (1) the Merger Agreement, (2) the adjournment of the Crestwood special meeting, if necessary or appropriate to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement at the time of the special meeting and (3) on an advisory (non-binding) basis, the compensation payments that will or may be paid by Crestwood to its named executive officers in connection with the merger. If a quorum is present at the special meeting, the passage of proposals 1, 2 and 3 require the affirmative vote of at least a majority of the outstanding Crestwood common units and Class D units, voting together as a single class; provided that, if a quorum is not present at the meeting, only Proposal 2 can be voted on, and would require approval by the affirmative vote of a majority of the outstanding Crestwood common units and Class D units entitled to vote at such meeting represented either in person or by proxy, voting together as a single class.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the proxy statement/prospectus of the information required to be included in responses to the items of Schedule 13E-3. The information contained in the proxy statement/prospectus, including all appendices thereto, is incorporated in its entirety herein by reference, and the responses to each item in this Transaction Statement are qualified in their entirety by the information in the proxy statement/prospectus and the appendices thereto. As of the date hereof, the proxy statement/prospectus is in preliminary form and is subject to completion or amendment.

The filing of this Transaction Statement shall not be construed as an admission by any of the Filing Persons or by any affiliate of a Filing Person, that Crestwood is “controlled” by any other Filing Person.

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Item 1. Summary Term Sheet (Regulation M-A, Item 1001)

The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers”

Item 2. Subject Company Information (Regulation M-A Item 1002)

(a) Name and Address. The information set forth in the proxy statement/prospectus under the caption “The Transaction Participants—Crestwood Midstream Partners LP” is incorporated herein by reference.

(b) Securities. The information set forth in the proxy statement/prospectus under the captions “Summary—Crestwood Special Unitholders Meeting; Unitholders Entitled to Vote; Vote Required” and “The Crestwood Special Meeting—Record Date; Outstanding Units; Units Entitled to Vote” is incorporated herein by reference.

(c) Trading and Market Price. The information set forth in the proxy statement/prospectus under the caption “Summary—Comparative Unit Prices and Distributions—Crestwood” is incorporated herein by reference.

(d) Dividends. The information set forth in the proxy statement/prospectus under the caption “Summary—Comparative Unit Prices and Distributions—Crestwood” is incorporated herein by reference.

(e) Prior Public Offerings. The information set forth in the proxy statement/prospectus under the caption “Transactions in Crestwood Units—Prior Public Offerings of Crestwood Units for Cash” is incorporated herein by reference.

(f) Prior Stock Purchases. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Crestwood Unit Ownership Information”

“Transactions in Crestwood Units—Crestwood Class C Units”

“Transactions in Crestwood Units—Crestwood Class D Units”

Item 3. Identity and Background of Filing Person (Regulation M-A Item 1003)

(a) Name and Address. The information set forth in the proxy statement/prospectus in Annex H—Information Regarding the Transaction Participants is incorporated herein by reference

(b) Business and Background of Entities. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

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“Summary—The Transaction Participants”

“The Transaction Participants”

Annex H—Information Regarding the Transaction Participants

(c) Business and Background of Natural Persons. The information set forth in the proxy statement/prospectus in Annex H—Information Regarding the Transaction Participants is incorporated herein by reference.

Item 4. Terms of the Transaction (Regulation M-A Item 1004)

(a) Material Terms. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers”

“Special Factors”

“The Crestwood Special Meeting”

“The Merger Agreement”

“Precedent Transactions”

“The Voting Agreement”

“The Option Agreement”

“Material U.S. Federal Income Tax Consequences of the Merger”

Annex A—Agreement and Plan of Merger

Annex B—Voting Agreement

Annex C—Option Agreement

(c) Different Terms. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers”

“Special Factors—Effect of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Other Interests of the Crestwood Participants”

“Special Factors—Other Interests of NRGY and Certain Affiliates in the Merger and Related Transactions”

“The Crestwood Special Meeting—Unit Ownership of and Voting by Crestwood’s Directors and Executive Officers”

“The Merger Agreement—Merger Consideration”

“The Merger Agreement—Treatment of Crestwood Equity Awards”

(d) Appraisal Rights. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

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“Summary—No Appraisal Rights”

“Questions and Answers”

“Special Factors—No Appraisal Rights”

(e) Provisions for Unaffiliated Security Holders. The information set forth in the proxy statement/prospectus under the caption “Provisions for Unaffiliated Security Holders” is incorporated herein by reference.

(f) Eligibility for Listing or Trading. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary—Listing of Inergy Midstream Common Units; Delisting and Deregistration of Crestwood Common Units”

“Special Factors—Listing of Inergy Midstream Common Units”

“Description of Inergy Midstream Common Units”

Item 5. Past Contracts, Transactions, Negotiations and Agreements (Regulation M-A Item 1005)

(a) Transactions. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Other Interests of the Crestwood Participants”

“Special Factors—Other Interests of NRGY and Certain Affiliates in the Merger and Related Transactions”

“Precedent Transactions”

“Transactions Between the Transaction Participants and Crestwood”

“Transactions in Crestwood Units”

(b)-(c) Significant Corporate Events, Negotiations or Contracts. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Crestwood Board of Directors and the Crestwood Conflicts Committee and Reasons for the Merger; Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Crestwood Participants for the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Other Interests of the Crestwood Participants”

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“Special Factors—Other Interests of NRGY and Certain Affiliates in the Merger and Related Transactions”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Purpose and Reasons of the Inergy Participants for the Merger”

“Precedent Transactions”

“Transactions Between the Transaction Participants and Crestwood”

“Transactions in Crestwood Units”

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers”

“Special Factors—Effect of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Financing of the Cash Consideration”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Other Interests of the Crestwood Participants”

“Special Factors—Other Interests of NRGY and Certain Affiliates in the Merger and Related Transactions”

“The Merger Agreement”

“Precedent Transactions”

“The Voting Agreement”

“The Option Agreement”

“Transactions Between the Transaction Participants and Crestwood”

“Transactions in Crestwood Units”

“Comparison of Rights of Inergy Midstream Unitholders and Crestwood Unitholders”

Annex A—Agreement and Plan of Merger

Annex B—Voting Agreement

Annex C—Option Agreement

Annex H—Information Regarding the Transaction Participants

Item 6. Past Contracts, Transactions, Negotiations and Agreements (Regulation M-A Item 1006)

(b) Use of Securities Acquired. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers”

“Special Factors—Effect of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Other Interests of the Crestwood Participants”

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“Special Factors—Other Interests of NRGY and Certain Affiliates in the Merger and Related Transactions”

“Special Factors—Listing of Inergy Midstream Common Units”

“Special Factors—Delisting and Deregistration of Crestwood Common Units”

“Special Factors—Plans for Crestwood After the Merger”

“Special Factors—Restrictions on Sales of Inergy Midstream Common Units Received in the Merger”

“The Merger Agreement—The Merger”

“The Merger Agreement—Merger Consideration”

“The Merger Agreement—Treatment of Crestwood Equity Awards”

Annex A—Agreement and Plan of Merger

(c)(1)-(8) Plans. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers”

“Special Factors—Effect of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Crestwood Board of Directors and the Crestwood Conflicts Committee and Reasons for the Merger; Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Crestwood Participants for the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Other Interests of the Crestwood Participants”

“Special Factors—Other Interests of NRGY and Certain Affiliates in the Merger and Related Transactions”

“Special Factors—Plans for Crestwood After the Merger”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Purpose and Reasons of the Inergy Participants for the Merger”

“The Merger Agreement”

Annex A—Agreement and Plan of Merger

Item 7. Purposes, Alternatives, Reasons and Effects (Regulation M-A Item 1013)

(a) Purposes. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Crestwood Board of Directors and the Crestwood Conflicts Committee and Reasons for the Merger; Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Crestwood Participants”

“Special Factors—Plans for Crestwood After the Merger”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Purpose and Reasons of the Inergy Participants for the Merger”

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(b) Alternatives. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Crestwood Board of Directors and the Crestwood Conflicts Committee and Reasons for the Merger; Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Crestwood Participants for the Merger”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Purpose and Reasons of the Inergy Participants for the Merger”

(c) Reasons. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers”

“Special Factors—Effect of Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Crestwood Board of Directors and the Crestwood Conflicts Committee and Reasons for the Merger; Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Crestwood Participants for the Merger”

“Special Factors—Opinion of Evercore, Financial Advisor to the Crestwood Conflicts Committee”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Purpose and Reasons of the Inergy Participants for the Merger”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Opinion of TudorPickering, Financial Advisor to the Conflicts Committee of NRGM GP”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Presentation by Jefferies, Financial Advisor to the Board of Directors of NRGM GP”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Opinion of Greenhill, Financial Advisor to NRGY GP”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Opinion of SunTrust Robinson Humphrey, Inc., Financial Advisor to the NRGY GP Special Committee and Conflicts Committee”

(d) Effects. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers”

“Special Factors—Effect of Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Crestwood Board of Directors and the Crestwood Conflicts Committee and Reasons for the Merger; Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Crestwood Participants for the Merger”

“Special Factors—Plans for Crestwood After the Merger”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Purpose and Reasons of the Inergy Participants for the Merger”

“The Merger Agreement”

“Material U.S. Federal Income Tax Consequences of the Merger”

“Material U.S. Federal Income Tax Consequences of Inergy Midstream Unit Ownership”

Annex A—Agreement and Plan of Merger

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Item 8. Fairness of the Transaction (Regulation M-A Item 1014)

(a)-(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Crestwood Board of Directors and the Crestwood Conflicts Committee and Reasons for the Merger; Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Crestwood Participants for the Merger”

“Special Factors—Opinion of Evercore, Financial Advisor to the Crestwood Conflicts Committee”

“Special Factors—Presentation of Citi, Financial Advisor to Crestwood and Crestwood Holdings”

“Special Factors—Position of Crestwood Holdings as to the Fairness of the Merger”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Position of the Inergy Participants as to the Fairness of the Merger”

Annex D—Opinion of Evercore

(c) Approval of Security Holders. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers”

“The Crestwood Special Meeting—Record Date; Outstanding Units; Units Entitled to Vote”

“The Merger Agreement”

Annex A—Agreement and Plan of Merger

(d) Unaffiliated Representatives. None.

(e) Approval of Directors. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Crestwood Board of Directors and the Crestwood Conflicts Committee and Reasons for the Merger; Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Crestwood Participants”

“The Crestwood Special Meeting—Crestwood Board of Directors and Crestwood Conflicts Committee Recommendation”

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(f) Other Offers. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of Merger”

“Special Factors—Recommendations of the Crestwood Board of Directors and the Crestwood Conflicts Committee and Reasons for the Merger; Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Crestwood Participants for the Merger”

“Special Factors—Opinion of Evercore, Financial Advisor to the Crestwood Conflicts Committee”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Purpose and Reasons of the Inergy Participants for the Merger”

“The Merger Agreement”

Annex A—Agreement and Plan of Merger

Item 9. Reports, Opinions, Appraisals and Negotiations (Regulation M-A Item 1015)

(a) Report, Opinion or Appraisal. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Merger”

“Special Factors—Opinion of Evercore, Financial Advisor to the Crestwood Conflicts Committee”

“Special Factors—Presentation of Citi, Financial Advisor to Crestwood and Crestwood Holdings”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Opinion of TudorPickering, Financial Advisor to the Conflicts Committee of NRGM GP”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Presentation by Jefferies, Financial Advisor to the Board of Directors of NRGM GP”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Opinion of Greenhill, Financial Advisor to NRGY GP”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Opinion of SunTrust Robinson Humphrey, Inc., Financial Advisor to the NRGY GP Special Committee and Conflicts Committee”

Annex D—Opinion of Evercore

Annex E—Opinion of Tudor Pickering

Annex F—Opinion of Greenhill

Annex G—Opinion of SunTrust Robinson Humphrey, Inc.

(b) Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Merger”

“Special Factors—Opinion of Evercore, Financial Advisor to the Crestwood Conflicts Committee

“Special Factors—Presentation of Citi, Financial Advisor to Crestwood and Crestwood Holdings”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants”

Annex D—Opinion of Evercore

Annex E—Opinion of Tudor Pickering

Annex F—Opinion of Greenhill

Annex G—Opinion of SunTrust Robinson Humphrey, Inc.

(c) Availability of Documents. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Special Factors—Opinion of Evercore, Financial Advisor to the Crestwood Conflicts Committee”

“Special Factors—Presentation of Citi, Financial Advisor to Crestwood and Crestwood Holdings”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Opinion of TudorPickering, Financial Advisor to the Conflicts Committee of NRGM GP”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Presentation by Jefferies, Financial Advisor to the Board of Directors of NRGM GP”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Opinion of Greenhill, Financial Advisor to NRGY GP”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Opinion of SunTrust Robinson Humphrey, Inc., Financial Advisor to the NRGY GP Special Committee and Conflicts Committee”

The presentations and discussion materials dated April 24, 2013, April 26, 2013, April 27, 2013, April 28, 2013, April 30, 2013, May 2, 2013, May 4, 2013 and May 5, 2013, each prepared by Evercore Group L.L.C. and reviewed by the Board of Directors of Crestwood Gas Services GP LLC and Conflicts Committee of the Board of Directors of Crestwood Gas Services GP LLC are attached hereto as Exhibits (c)(2) through (c)(10) and are incorporated by reference herein. Evercore Group L.L.C. has consented to the inclusion of its presentations to the Board of Directors of Crestwood Gas Services GP LLC and the Conflicts Committee of the Board of Directors of Crestwood Gas Services GP LLC as exhibits hereto.

The presentation and discussion material dated May 1, 2013, prepared by Citigroup Global Markets, Inc. and reviewed by the Board of Directors of Crestwood Gas Services GP LLC is attached hereto as Exhibit (c)(11) and is incorporated by reference herein. Citigroup Global Markets, Inc. has consented to the inclusion of its presentation to the Board of Directors of Crestwood Gas Services GP LLC as an exhibit hereto.

The presentations and discussion materials dated April 29, 2013, May 2, 2013, May 4, 2013 and May 5, 2013, each prepared by Tudor, Pickering, Holt & Co. Securities, Inc. and reviewed by the Conflicts Committee of the Board of Directors of NRGM GP, LLC are attached hereto as Exhibits (c)(12) through (c)(15) and are incorporated by reference herein. Tudor, Pickering, Holt & Co. Securities, Inc. has consented to the inclusion of its presentations to the Conflicts Committee of the Board of Directors of NRGM GP, LLC as exhibits hereto.

The presentation and discussion materials dated April 30, 2013 prepared by Jefferies LLC and reviewed by the Board of Directors of NRGM GP, LLC are attached hereto as Exhibit (c)(16) and are incorporated by reference herein. Jefferies LLC has consented to the inclusion of its presentation to the Board of Directors of NRGM GP, LLC as an exhibit hereto.

The presentations and discussion materials dated April 4, 2013, April 24, 2013, May 1, 2013, May 2, 2013 and May 5, 2013, each prepared by Greenhill & Co., LLC and reviewed by the Board of Directors of Inergy GP, LLC are attached hereto as Exhibits (c)(17) through (c)(21) and are incorporated by reference herein. Greenhill & Co., LLC has consented to the inclusion of its presentations to the Board of Directors of Inergy GP, LLC as exhibits hereto.

The presentations and discussion materials dated April 30, 2013, May 2, 2013 and May 5, 2013, each prepared by SunTrust Robinson Humphrey, Inc. and reviewed by the Special Committee and Conflicts Committee of the Board of Directors of Inergy GP, LLC are attached hereto as Exhibits (c)(22) through (c)(24) and are incorporated by reference herein. SunTrust Robinson Humphrey, Inc. has consented to the inclusion of its presentations to the Special Committee and Conflicts Committee of the Board of Directors of Inergy GP, LLC as exhibits hereto.

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The opinions and presentations referenced in this Item 9 will be made available for inspection and copying at the principal offices of Crestwood during its regular business hours by any interested holder of Crestwood units or representative who has been designated in writing.

Item 10. Source and Amounts of Funds or Other Consideration (Regulation M-A Item 1007)

(a)-(b),(d) Source of Funds; Conditions; Borrowed Funds. The information set forth in the proxy statement/prospectus under the caption “Special Factors—Financing of the Cash Consideration” is incorporated herein by reference.

(c) Expenses. The information set forth in the proxy statement/prospectus under the caption “Special Factors—Fees and Expenses” is incorporated herein by reference.

Item 11. Interest in Securities of the Subject Company (Regulation M-A Item 1008)

(a) Securities Ownership. The information set forth in the proxy statement/prospectus under the following captions is incorporated by reference:

“Summary”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Other Interests of the Crestwood Participants”

“Special Factors—Other Interests of NRGY and Certain Affiliates in the Merger and Related Transaction”

“Crestwood Unit Ownership Information”

“Transactions Between The Transaction Participants and Crestwood”

“Transactions in Crestwood Units”

Annex H—Information Regarding the Transaction Participants

(b) Securities Transactions. The information set forth in the proxy statement/prospectus under the following captions is incorporated by reference:

“Crestwood Unit Ownership Information”

“Transactions Between the Transaction Participants and Crestwood”

“Transactions in Crestwood Units”

Item 12. The Solicitation or Recommendation (Regulation M-A Item 1012)

(d) Intent to Tender or Vote in a Going Private Transaction. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“The Crestwood Special Meeting—Unit Ownership of and Voting by Crestwood’s Directors and Executive Officers”

13

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Crestwood Board of Directors and the Crestwood Conflicts Committee and Reasons for the Merger; Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Crestwood Participants for the Merger”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Purpose and Reasons of the Inergy Participants for the Merger”

“The Crestwood Special Meeting”

“The Voting Agreement”

Annex B—Voting Agreement

(e) Recommendation of Others. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“The Crestwood Special Meeting—Unit Ownership of and Voting by Crestwood’s Directors and Executive Officers”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Crestwood Board of Directors and the Crestwood Conflicts Committee and Reasons for the Merger; Fairness of the Merger”

“Special Factors—Purpose and Reasons of the Crestwood Participants for the Merger”

“Special Factors—Position of Crestwood Holdings as to the Fairness of the Merger”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Purpose and Reasons of the Inergy Participants for the Merger”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Position of the Inergy Participants as to the Fairness of the Merger”

Item 13. Financial Statements (Regulation M-A Item 1010)

(a) Financial Information. The audited financial statements set forth in Crestwood’s Current Report on 8-K dated May 10, 2013 and the unaudited financial statements set forth in Crestwood’s Quarterly Report on Form 10-Q for the quarter period ended June 30, 2013 are incorporated by reference herein. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary—Selected Historical Consolidated Financial Data of Crestwood”

“Summary—Unaudited Comparative Per Limited Partner Unit Information”

“Summary—Ratio of Earnings to Fixed Charges of Crestwood”

“Where You Can Find More Information”

(b) Pro Forma Information. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Summary—Selected Unaudited Pro Forma Condensed Combined Consolidated Financial Information”

“Special Factors—Unaudited Financial Projections of Crestwood”

“Special Factors—Additional Disclosure Required by Schedule 13E-3 for the Inergy Participants—Unaudited Financial Projections of Inergy Midstream, NRGY and Crestwood”

14

“Unaudited Pro Forma Condensed Combined Consolidated Financial Information”

Item 14. Persons/Assets, Retained, Employed, Compensated and Used (Regulation M-A Item 1009)

(a) Solicitations and Recommendations. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Questions and Answers”

“The Crestwood Special Meeting—Solicitation of Proxies”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Crestwood Board of Directors and the Crestwood Conflicts Committee and Reasons for the Merger; Fairness of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Other Interests of the Crestwood Participants”

“Special Factors—Fees and Expenses”

“The Crestwood Special Meeting—Solicitation of Proxies”

“The Crestwood Special Meeting—Assistance”

(b) Employees and Corporate Assets. The information set forth in the proxy statement/prospectus under the following captions is incorporated herein by reference:

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Recommendations of the Crestwood Board of Directors and the Crestwood Conflicts Committee and Reasons for the Merger; Fairness of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Other Interests of the Crestwood Participants”

“Special Factors—Fees and Expenses”

“The Crestwood Special Meeting—Solicitation of Proxies”

“The Crestwood Special Meeting—Assistance”

Annex H—Information Regarding Transaction Participants

Item 15. Additional Information (Regulation M-A Item 1011)

(b) Other Material Information. The information set forth in the proxy statement/prospectus, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits (Regulation M-A Item 1016)

(a)(1) The preliminary proxy statement/prospectus of Inergy Midstream, L.P., incorporated herein by reference to Amendment No. 2 to Form S-4 filed by Inergy Midstream L.P. on August 8, 2013 (Registration No. 333-188930) (the “proxy statement/prospectus”)

(a)(2) Form of Proxy Card (incorporated by reference to the proxy statement/prospectus)

15

(a)(3) Letter to Crestwood Unitholders (incorporated by reference to the proxy statement/prospectus)

(a)(4) Notice of Special Meeting of Unitholders (incorporated by reference to the proxy statement/prospectus)

(a)(5) Press Release issued by Crestwood, dated May 6, 2013, incorporated by reference to Exhibit 99.1 to Crestwood’s Current Report filed on Form 8-K with the SEC on May 6, 2013

(a)(6) Slides of Prepared Remarks of the Conference Call, dated May 6, 2013, incorporated by reference to Exhibit 99.2 to Crestwood’s Current Report filed on Form 8-K with the SEC on May 6, 2013

(a)(7) Crestwood Employee FAQ Sheet, incorporated herein to Crestwood’s filing on May 6, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(8) Communication to the Crestwood Employees, dated May 6, 2013, incorporated herein to Crestwood’s filing on May 6, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(9) Crestwood Employee Talking Points, incorporated herein to Crestwood’s filing on May 6, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(10) Presentation of the Merger, incorporated herein to Crestwood’s filing on May 6, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(11) Communication to the NRGY and Inergy Midstream Employees, incorporated herein to Crestwood’s filing on May 6, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(12) Transcript of Joint Investor Conference Call, dated May 6, 2013, incorporated herein to Crestwood’s filing on May 6, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(13) Press Release issued by Crestwood, dated May 7, 2013, incorporated by reference to Exhibit 99.1 to Crestwood’s Current Report filed on Form 8-K with the SEC on May 7, 2013

(a)(14) Communication to Crestwood Customers, dated May 6, 2013, incorporated herein to Crestwood’s filing on May 7, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(15) Transcript of NRGY Analyst Conference Call, dated May 7, 2013, incorporated herein to Crestwood’s filing on May 7, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(16) Transcript of Crestwood Conference Call, dated May 7, 2013, incorporated herein to Crestwood’s filing on May 8, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(17) Transcript of Crestwood Conference Call, dated May 6, 2013, incorporated herein to Crestwood’s filing on May 8, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(18) Crestwood Slide Presentation at the 2013 NAPTP Master Limited Partnership Investor Conference, dated May 22, 2013, incorporated herein to Crestwood’s filing on May 22, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(19) Transcript of Robert Phillip’s Presentation at the 2013 NAPTP Master Limited Partnership Investor Conference, dated May 22, 2013, incorporated herein to Crestwood’s Current Report on Form 425 filed with the SEC on May 22, 2013

(a)(20) Presentation of the Merger, incorporated herein to Crestwood’s filing on June 13, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(21) Crestwood Announcement FAQ Sheet, incorporated herein to Crestwood’s filing on June 19, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(22) Crestwood Investor/Customer/Supplier Talking Points, incorporated herein to Crestwood’s filing on June 19, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(23) Inergy Announcement FAQ Sheet, incorporated herein to Crestwood’s filing on June 19, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(24) Crestwood Employee FAQ Sheet on Upstairs Transactions, incorporated herein to Crestwood’s filing on June 19, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(25) Communication to Crestwood Employees, dated June 19, 2013, incorporated herein to Crestwood’s filing on June 19, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(26) Inergy Employee FAQ Sheet on Upstairs Transaction, incorporated herein to Crestwood’s filing on June 19, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(27) Inergy Announcement FAQ Sheet, incorporated herein to Crestwood’s filing on June 19, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(28) Inergy Employee Letter on Upstairs Transaction, dated June 19, 2013, incorporated herein to Crestwood’s filing on June 19, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(29) Press Release issued by Crestwood, dated June 24, 2013, incorporated by reference to Exhibit 99.1 to Crestwood’s Current Report filed on Form 8-K with the SEC on June 24, 2013

(a)(30) Presentation of Crestwood and Inergy, incorporated herein to Crestwood’s filing on June 28, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(31) Communication from Crestwood and Inergy, incorporated herein to Crestwood’s filing on July 1, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(32) Internal Communication to all Employees, incorporated herein to Crestwood’s filing on June 19, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(33) Press Release issued by Crestwood, dated July 22, 2013, incorporated by reference to Exhibit 99.1 to Crestwood’s Current Report filed on Form 8-K with the SEC on July 22, 2013

(a)(34) Press Release issued by Crestwood, dated August 6, 2013, incorporated by reference to Exhibit 99.1 to Crestwood’s Current Report filed on Form 8-K with the SEC on August 6, 2013

(a)(35) Transcript from Inergy Midstream, L.P. Earnings Call, dated August 6, 2013, incorporated herein to Crestwood’s filing on August 7, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(a)(36) Communication to the Inergy, L.P. and Inergy Midstream, L.P. Employees, dated May 6, 2013, incorporated herein to Inergy Midstream’s filing on May 6, 2013 with the SEC pursuant to Rule 425 of the Securities Act of 1933

(b) None

(c)(1) Opinion of Evercore Group L.L.C., dated as of May 5, 2013 (incorporated by reference to the proxy statement/prospectus)

(c)(2) Presentation materials presented by Evercore Group L.L.C. to the Conflicts Committee of the Board of Directors of Crestwood Gas Services GP LLC on April 24, 2013

(c)(3) Presentation materials presented by Evercore Group L.L.C. to the Conflicts Committee of the Board of Directors of Crestwood Gas Services GP LLC on April 26, 2013

(c)(4) Presentation materials presented by Evercore Group L.L.C. to the Conflicts Committee of the Board of Directors of Crestwood Gas Services GP LLC on April 27, 2013

(c)(5) Presentation materials presented by Evercore Group L.L.C. to the Conflicts Committee of the Board of Directors of Crestwood Gas Services GP LLC on April 28, 2013

(c)(6) Presentation materials presented by Evercore Group L.L.C. to the Conflicts Committee of the Board of Directors of Crestwood Gas Services GP LLC on April 30, 2013

(c)(7) Presentation materials presented by Evercore Group L.L.C. to the Board of Directors of Crestwood Gas Services GP LLC and the Conflicts Committee of the Board of Directors of Crestwood Gas Services GP LLC on May 2, 2013

(c)(8) Presentation materials presented by Evercore Group L.L.C. to the Conflicts Committee of the Board of Directors of Crestwood Gas Services GP LLC on May 4, 2013

+(c)(9) Presentation materials presented by Evercore Group L.L.C. to the Board of Directors of Crestwood Gas Services GP LLC and the Conflicts Committee of the Board of Directors of Crestwood Gas Services GP LLC on May 5, 2013.

+(c)(10) Presentation materials presented by Evercore Group L.L.C. to the Conflicts Committee of the Board of Directors of Crestwood Gas Services GP LLC on May 5, 2013

+(c)(11) Presentation materials presented by Citigroup Global Markets, Inc. to the Board of Directors of Crestwood Gas Services GP LLC on May 1, 2013

+(c)(12) Discussion materials of Tudor, Pickering, Holt & Co. Securities, Inc. to the Conflicts Committee of the Board of Directors of NRGM GP, LLC on April 29, 2013

+(c)(13) Discussion materials of Tudor, Pickering, Holt & Co. Securities, Inc. to the Conflicts Committee of the Board of Directors of NRGM GP, LLC on May 2, 2013

+(c)(14) Discussion materials of Tudor, Pickering, Holt & Co. Securities, Inc. to the Conflicts Committee of the Board of Directors of NRGM GP, LLC on May 4, 2013

+(c)(15) Discussion materials of Tudor, Pickering, Holt & Co. Securities, Inc. to the Conflicts Committee of the Board of Directors of NRGM GP, LLC on May 5, 2013

+(c)(16) Discussion materials of Jefferies LLC to the Board of Directors of NRGM GP, LLC on April 30, 2013

+(c)(17) Discussion materials of Greenhill & Co., LLC to the Board of Directors of Inergy GP, LLC on April 4, 2013

+(c)(18) Discussion materials of Greenhill & Co., LLC to the Board of Directors of Inergy GP, LLC on April 24, 2013

+(c)(19) Discussion materials of Greenhill & Co., LLC to the Board of Directors of Inergy GP, LLC on May 1, 2013

+(c)(20) Discussion materials of Greenhill & Co., LLC to the Board of Directors of Inergy GP, LLC on May 2, 2013

+(c)(21) Presentation of Greenhill & Co., LLC to the Board of Directors of Inergy GP, LLC on May 5, 2013

+(c)(22) Presentation materials presented by SunTrust Robinson Humphrey, Inc. to the Special Committee and Conflicts Committee of the Board of Directors of Inergy GP, LLC on April 30, 2013

+(c)(23) Presentation materials presented by SunTrust Robinson Humphrey, Inc. to the Special Committee and Conflicts Committee of the Board of Directors of Inergy GP, LLC on May 2, 2013

+(c)(24) Presentation materials presented by SunTrust Robinson Humphrey, Inc. to the Special Committee and Conflicts Committee of the Board of Directors of Inergy GP, LLC on May 5, 2013

(d)(1) Agreement and Plan of Merger, dated as of May 5, 2013, among Inergy Midstream, L.P., NRGM GP, LLC, Intrepid Merger Sub, LLC, Inergy, L.P., Crestwood Holdings LLC, Crestwood Midstream Partners LP and Crestwood Gas Services GP LLC (incorporated by reference to the proxy statement/prospectus)

(d)(2) Voting Agreement 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, Crestwood Midstream Partners LP, Crestwood Gas Services Holdings LLC, and Crestwood Gas Services GP LLC (incorporated by reference to proxy statement/prospectus)

16

(d)(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 (incorporated by reference to the proxy staement/prospectus)

(d)(4) 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 (incorporated by reference to the Current Report on Form 8-K filed by Inergy, L.P. on May 9, 2013)

(d)(5) 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 (incorporated by reference to the Current Report on Form 8-K filed by Inergy, L.P. on May 9, 2013)

(d)(6) Payment Agreement dated as of May 5, 2013, by and between Crestwood Midstream Partners LP and Crestwood Holdings LLC (incorporated by reference to the Current Report on Form 8-K filed by Crestwood Midstream Partners LP on May 9, 2013)

(d)(7) Second Amended and Restated Agreement of Limited Partnership of Quicksilver Gas Services LP, dated February 19, 2008 (incorporated by reference to the Current Report on Form 8-K filed by Crestwood Midstream Partners LP on February 22, 2008)

(d)(8) First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Quicksilver Gas Services LP (incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 filed by Crestwood Midstream partners LP on November 8, 2010)

(d)(9) Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP dated April 1, 2011 (incorporated by reference to the Current Report on Form 8-K filed by Crestwood Midstream Partners LP on April 5, 2011)

(d)(10) Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP dated as of January 8, 2013 (incorporated by reference to the Current Report on Form 8-K filed by Crestwood Midstream Partners LP on filed on January 8, 2013)

(f) None

(g) None

+ To be filed by amendment.

17

SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of August 8, 2013

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 HOLDINGS LLC
By:	/s/ Robert G. Phillips
	Name:   Robert G. Phillips
	Title:     President
INERGY MIDSTREAM, L.P.
By: NRGM GP, LLC, its general partner
By:	/s/ Robert G. Phillips
	Name:   Robert G. Phillips
	Title:     President
INTREPID MERGER SUB, LLC
By:	/s/ Robert G. Phillips
	Name:   Robert G. Phillips
	Title:     President
INERGY, L.P.
By: INERGY GP, LLC, its general partner
By:	/s/ Robert G. Phillips
	Name:   Robert G. Phillips
	Title:     President

18

EX-99.(C)(2)

Preliminary Materials Prepared for the Conflicts

Committee of the Board of Directors of Crestwood

Gas Services GP LLC

Project Intrepid

April 24, 2013

EXHIBIT (c)(2)

DRAFT

Preliminary and Subject

to Change

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of

Crestwood Gas Services GP LLC (the “Company”), the general partner of Crestwood Midstream Partners LP (the “Partnership”), to whom such materials are

directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a  written agreement with Evercore. These

materials are based on information provided by or on behalf of the Partnership and/or other potential transaction participants, from public sources or otherwise

reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being

complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed

with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore  has assumed that such estimates and

forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and

forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of

such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were

designed for use by specific persons familiar with the business and affairs of the Partnership. These materials are not intended  to provide the sole basis for evaluating,

and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore

and were prepared for the benefit and internal use of the Conflicts Committee.

These materials were compiled on a confidential basis for use by the Conflicts Committee in evaluating the potential transaction described herein and not with a view to

public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the

prior written consent of Evercore.

These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange

any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These

materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates.

Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor

intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer.

Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the

transactions or matters described herein.

DRAFT

Table of Contents

Section

I

II

III

IV

V

VI

VII

VIII

IX

Confidential

DRAFT

A.

Weighted Average Cost of Capital

Certain Benefits and Issues for Consideration With

Respect to the Proposed Transaction

Summary Pro Forma Impact

Introduction

Executive Summary

Overview of CMLP

Indicative Valuation of CMLP

Overview of NRGM

Indicative Valuation of NRGM

Summary Analysis of the Proposed Consideration

Appendix

I.

Introduction

DRAFT

DRAFT

Evercore Partners (“Evercore”) is pleased to provide the materials herein to the Conflicts Committee of the Board of

Directors (the “Conflicts Committee”) of Crestwood Gas Services GP LLC, the general partner of Crestwood Midstream

Partners LP (“Crestwood”, “CMLP”

or the “Partnership”), regarding the proposed merger of CMLP with and into Inergy

Midstream, L.P. (“NRGM”) (the “Proposed Transaction”

or “Project Intrepid”)

–

As

part

of

the

Proposed

Transaction,

each

common

unit

and

Class

D

Unit

(1)

of

CMLP

is

to

be

exchanged

for

1.061x

NRGM units and $0.41 in cash (the “Proposed Consideration”) based on a proposed 5.0% premium to CMLP’s volume-

weighted average unit price over the previous 20 trading days ending April 19, 2013 and an aggregate $25.0 million dollar

one-time cash payment to CMLP unitholders

–

Pro forma for Project Intrepid, CMLP will survive as a wholly-owned subsidiary of NRGM

–

As part of the Proposed Transaction, NRGM will assume CMLP’s current debt outstanding

–

As a condition to the Proposed Transaction, Inergy, L.P. (“NRGY”) and Crestwood Holdings, LLC (“Crestwood

Holdings”) will enter into a series of transactions to consolidate the general partner of both entities including: (i) NRGY

distributing all its existing NRGM units to existing NRGY unitholders; (ii) Crestwood Holdings acquiring Inergy

Holdings GP, LLC (“IHGP”) from NRGY principals and (iii) NRGY acquiring CMLP’s general partner and IDR

interest from Crestwood Holdings

Overview of Materials

Introduction

1

(1)  Class D Units are similar in certain respects to existing common units, except that CMLP has the option to pay distributions on Class D Units for the period from March 2013 to March 2014 with cash or

by issuing additional paid-in-kind Class D Units based upon the volume weighted-average price of CMLP common units for the ten trading days immediately preceding the date the distribution is

declared

Confidential

Confidential

DRAFT

As such, the materials herein review the following:

–

An executive summary including: (i) an overview of the Proposed Transaction, including summary proposed terms; (ii) a

review of Evercore’s evaluation process to-date; (iii) Evercore’s remaining outstanding due diligence and evaluation items

and (iv) a summary preliminary analysis of the value of the Proposed Consideration relative to the preliminary value of a

CMLP unit and an analysis of the proposed pro forma ownership relative to each of CMLP’s and NRGM’s contribution

to the proposed MLP based on various financial metrics

–

An overview of CMLP, including an overview of CMLP’s assets and operations, a review of CMLP’s market and

capitalization data and historical and projected operating and financial results as provided by CMLP management (the

“CMLP Management Financial Projections”), a review of the assumptions utilized by CMLP management in deriving

such financial projections and a comparison of the CMLP Management Financial Projections to projected financial

results per Wall Street Research analysts covering CMLP (the “CMLP Research Financial Projections”)

–

A preliminary valuation analysis of CMLP

–

An overview of NRGM, including an overview of NRGM’s assets and operations, a review of NRGM’s market and

capitalization data and historical and projected operating and financial results as provided by NRGM management (the

“NRGM Management Financial Projections”), a review of the assumptions utilized by NRGM management in deriving

such financial projections and a comparison of the NRGM Management Financial Projections to projected financial

results per Wall Street Research analysts covering NRGM (the “NRGM Research Financial Projections”)

–

A preliminary analysis of the Proposed Consideration, including an analysis of the proposed pro forma ownership

relative to each of CMLP’s and NRGM’s contribution to the pro forma entity based on various financial metrics

–

A review of the pro forma financial impact of the Proposed Transaction to CMLP unitholders, including sensitivities

assuming various adjustments to the assumptions underlying the CMLP Management Financial Projections and the

NRGM Management Financial Projections

–

A review of certain benefits and issues for consideration with respect to the Proposed Transaction

The materials herein are preliminary and are subject to potentially material changes

Overview of Materials (cont’d)

Introduction

2

DRAFT

II.

Executive Summary

Overview of Project Intrepid

3

Executive Summary

Confidential

DRAFT

Opinion

Requested:

Evercore has been asked by the Conflicts Committee, whether, in Evercore’s opinion, the Proposed

Consideration to be received in the Proposed Transaction is fair, from a financial point of view, to the

holders of the Partnership’s common units other than Crestwood Gas Services GP LLC, Crestwood Gas

Services Holdings LLC and their respective affiliates

As part of the Proposed Transaction, NRGM has proposed to acquire each CMLP common unit and Class D Unit

outstanding in exchange for: (i) 1.061x NRGM common units and (ii) $0.41 cash assuming no more than a [5.0]% premium to

CMLP’s volume-weighted average closing unit price over the 20 trading days prior to execution of a definitive agreement (“20-

Day VWAP”) as described below and a one-time payment to CMLP unitholders not to exceed $[25.0] million in total

–

Represents an aggregate CMLP equity value of approximately $1.5 billion based on a 20-Day VWAP as of April 19, 2012

and, including NRGM’s assumption of CMLP’s approximately $787.4 million of net debt projected to be outstanding as

of July 1, 2013, a CMLP enterprise value of approximately $2.3 billion

–

Pro forma for the Proposed Transaction, CMLP unitholders will own 42.7% of the pro forma entity

–

Expected announcement on May 6, 2013

Prior to the Proposed Transaction, it is anticipated that NRGY and Crestwood Holdings will enter into a series of transactions

to consolidate the general partner of both entities (together the “GP Consolidation”), including:

–

Step

1:

NRGY

will

distribute

all

of

its

56.4

million

NRGM

units

to

NRGY

unitholders

–

Step

2:

Crestwood Holdings will acquire IHGP for a cash payment of [$70 million -$80 million], with the exact amount

of such payment still to be determined based on certain tax and other considerations

–

Step

3:

NRGY will acquire CMLP’s general partner and IDR interest on a debt-free basis from Crestwood Holdings in

exchange

for

$450

million

in

NRGY

units

(41.6

million

NRGY

units based

20-Day

VWAP

as

of

April

19,

2012)

–

Step

4:

Crestwood Holdings will contribute a portion of its CMLP units, currently proposed to be 5.5 million CMLP

units,

for

an

equivalent

value

of

NRGY

units

such

that

Crestwood

Holdings

owns

a

29.0%

interest

in

NRGY

on

a

pro

forma basis

While Steps 1 through 4 above are conditions precedent to closing of the Proposed Transaction, closing of the Proposed

Transaction is not a condition precedent to the GP Consolidation

Current NRGM Organizational Structure

Note: Structure as of 4/1/13

4

Executive Summary

NRGP Limited

Partner, LLC

Inergy Holdings

GP , LLC

Inergy

Holdings, L.P.

Inergy GP, LLC

(Managing General Partner)

IPCH

Acquisition Corp.

847,415 Class A Units

Inergy

Partners, LLC

4,019,837 Class A Units

Inergy Services,

LLC

Tres Palacios

Midstream, LLC

Inergy Pipeline

East, LLC

Inergy Gas

Marketing, LLC

Inergy

Storage, Inc.

Arlington Storage

Company, LLC

Finger Lakes

LPG Storage, LLC

Inergy Crude

Logistics, LLC

US Salt, LLC

Inergy

Terminals, LLC

Inergy Dakota

Pipeline, LLC

Central New York Oil

And Gas Company, L.L.C.

Inergy , L.P.

NYSE: NRGY

56,398,707 NRGM Common Units

Incentive Distribution Rights

Market Capitalization: $2,847 MM

Net Debt: $345 MM

Inergy Midstream,

L.P.

NYSE: NRGM

Market Capitalization: $1,967 MM

Net Debt: $680 MM

Inergy Midstream

Operations, LLC

NRGY Public

Unitholders

NRGM Public

Unitholders

99% L.P. Interest

1% L.P. Interest

100% Member Interest

Non-Economic

GP Interest

96.7% L.P. Interest

0.6% L.P. Interest

2.7% L.P. Interest

0.5% Class A Member Interest

100% Class A Member Interest

100% Member Interest

100% Member Interest

100% Member Interest

100% Member Interest

100% Member Interest

100% Member Interest

100% Ownership

99.9% Member Interest

0.1% Member Interest

100% Member Interest

100% Member Interest

100% Member Interest

100% Member Interest

Non-economic GP interest

100% Member Interest

100% Member Interest

Non-economic GP interest

100% Member Interest

100% Member Interest

Tres Palacios

Gas Storage, LLC

34.3%

Ownership

65.7% Ownership

Incentive

Distribution

Rights

100%

L.P.

Interest

100% Member

Interest

MGP GP, LLC

Inergy Midstream

Holdings, L.P.

NRGM GP, LLC

Inergy

Operations, LLC

Confidential

DRAFT

Current CMLP Organizational Structure

5

Executive Summary

Source: Public partnership filings

(1)

Class

D

Units

are

similar

in

certain

respects

to

existing

common

units,

except

that

CMLP

has

the

option

to

pay

distributions

to

Class

D

unitholders

for

a

period

of

one

year

with

cash

or

by

issuing

additional paid-in-kind Class D units based upon the volume weighted-average price of CMLP common units for the ten trading days immediately preceding the date the distribution is declared

100%

Public

Unitholders

34,083,730 Common

LP Units

Crestwood Holdings

Partners LLC

Crestwood Gas Services

Holdings LLC

17,210,377 Common LP Units

6,190,469 Class D LP Units

Crestwood Holdings

LLC

2,333,712 Common LP Units

55.8%

Operating Subsidiaries

Class D LP Units 

(1)   

10.1%

100%

GP

1.8%

Crestwood Gas Services

GP LLC

137,105 Common LP Units

1,112,674 GP Units

Common LP Units

28.2%

Crestwood Marcellus

Midstream LLC

Crestwood Midstream Partners LP

Market Capitalization: $1,524.9 million

Net Debt: $702.5 million

B3 / B

Crestwood Holdings II

LLC

Crestwood

Marcellus

Holdings LLC

3.8%

LP

0.2%

Confidential

DRAFT

100%

100%

Summary Transaction Structure

6

Executive Summary

Summary

Structure

Step 2:

Acquisition of

Inergy Holdings

GP

Step 1: 

Distribution of

NRGY’s NRGM

Units to NRGY

Unitholders

Step 3: NRGY

Acquires CMLP’s

GP and IDR

Interests for

NRGY Units

Crestwood Holdings acquires IHGP from

NRGY principals for a cash payment of

[$70 -

$80] million

NRGY distributes all of its existing

NRGM units (56.4 million) to existing

NRGY unitholders

NRGY

Principals

Inergy Holdings GP, LLC and associated

non-economic GP interest in NRGY

[$70-

$80] million cash

NRGY

NRGY Public

Unitholders

Crestwood

Holdings

NRGY

Principals

56.4 million

NRGM Units

NRGY acquires CMLP’s general partner

and IDR interests from Crestwood

Holdings in exchange for $450 million of

NRGY units (or 41.6 million NRGY units)

NRGY

CMLP’s General Partner

and IDR Interest

41.6 million NRGY Units

Crestwood

Holdings

Step 4:  True-Up

Contribution

CMLP/NRGM

Merger

CMLP merges with and into NRGM at (i)

an agreed upon premium not to exceed 5%

for CMLP units and (ii) a one-time payment

to CMLP unitholders not to exceed $25.0

million

–

As a result, NRGM issues 63.7

million new NRGM units and $25.0

million in cash

Crestwood

Holdings

CMLP Public

Unitholders

20.4 million CMLP  Units

NRGY acquires 5.5 million CMLP units

from Crestwood Holdings in exchange for

12.2 million NRGY units

NRGY

5.5 million CMLP Units

12.2 million NRGY Units

Crestwood

Holdings

NRGM

NRGY

5.5 million

CMLP Units

5.8 million

NRGM Units

& $2.3 million

21.7 million NRGM Units & $8.5 million

Confidential

DRAFT

Common LP Units

12.0 million

8.0%

Common LP Units

26.7 million

14.4%

100%

100%

100%

Common LP Units

105.0 million

56.6%

Pro Forma Ownership Structure

7

Executive Summary

100%

Crestwood Holdings Partners LLC

Inergy Holdings, L.P.

Public

Unitholders

Crestwood Holdings LLC

100%

100%

100%

100%

Common LP Units

110.0 million

73.6%

Inergy  GP, LLC

Inergy, L.P.

Public

Unitholders

MGP GP, LLC

NRGM GP, LLC

Common LP Units

5.8 million

3.9%

Non-Economic General Partner Interest

Non-Economic General Partner Interest

Inergy  Midstream

Holdings, L.P.

Non-Economic General Partner Interest

100%

Incentive

Distribution

Rights

Non-Economic

General Partner Interest

Common LP Units

53.8 million

29.0%

Management

Management

Common LP Units

21.7 million

14.5%

Inergy 

Midstream, L.P.

Crestwood Midstream

Partners, LP

100%

Crestwood Gas Services, LLC

100%

Non-Economic General Partner Interest

100%

Pro Forma Ownership

Units (MM)

%

NRGY

Public -

NRGY

105.0

56.6%

Crestwood Holdings

53.8

29.0%

Management

26.7

14.4%

Total NRGY Units

185.6

100.0%

NRGM

Public -

NRGM

17.5

11.7%

Public -

CMLP

36.2

24.1%

Crestwood Holdings

22.0

14.7%

NRGY Unitholders

56.4

37.6%

NRGY

5.8

3.9%

Management

12.0

8.0%

Total NRGM Units

149.9

100.0%

Confidential

DRAFT

Pro Forma Asset Map

8

Executive Summary

Gathering Systems (CMLP)

Compression and Treating Facility (CMLP)

Processing Facility (CMLP)

Legend

Gas Storage (NRGM)

NGL Storage (NRGM)

COLT Hub (NRGM)

DRAFT

Confidential

Summary Side by Side Comparison

($ in millions, except per unit amounts)

Executive Summary

9

Source:

CMLP

and

NRGM

management,

respectively

and

CMLP

and

NRGM

filings

Note:: All entities listed on a fiscal year basis; NRGM fiscal year ends September 30

(1)

Distribution

per

LP

unit

and

Distributable

Cash

Flow

per

LP

Unit

for

the

three

months

ending

September

30,

2013

NRGM

CMLP

NRGM

Pro Forma

Unit Price (as of 04/19/2013)

$24.97

$22.90

$22.90

Total Equity Value

$1,524.9

$1,967.2

$3,450.2

Plus: Net Debt

$702.5

$679.8

$1,637.9

Plus: Minority Interest

--

--

--

Enterprise Value

$2,227.4

$2,647.0

$5,088.1

Adjusted EBITDA

2013E

$173.3

$194.3

$377.5

2014E

214.8

228.6

458.4

Enterprise Value / Adjusted EBITDA

2013E

12.9x

13.6x

13.5x

2014E

10.4

11.6

11.1

Distributed Cash Flow Yield

Current Annualized

8.2%

6.8%

7.4%

2013E

8.3%

6.9%

7.2%

2014E

8.6%

7.3%

8.1%

Distributable Cash Flow Yield

Current Annualized

7.8%

6.0%

7.6%

2013E

8.0%

6.7%

7.2%

2014E

8.6%

7.6%

8.3%

Credit Rating

B3 / B

Ba3 / BB

NA

(1)

(1)

DRAFT

Confidential

Summary of Merger Agreement

10

Executive Summary

Source: Draft of the Agreement and Plan of Merger by and among Inergy Midstream, L.P., NRGM GP, LLC, Intrepid Merger Sub, LLC, Inergy, L.P., Crestwood Midstream Partners LP and Crestwood Gas

Services GP LLC dated April 19, 2013

(1) Subject to NRGM’s further confirmation of impact of merger transaction on CMLP equity awards

Parties:

CMLP

Crestwood Gas Services GP, LLC (“CMLP GP”)

NRGM; NRGM GP, LLC (“NRGM GP”)

NRGY

Intrepid Merger Sub, LLC (“Merger Sub”), a wholly-owned subsidiary of NRGM

Mechanics:

Provides for merger of CMLP with Merger Sub; CMLP remains as surviving entity post-closing,

continuing as a wholly-owned subsidiary of NRGM

NRGM will be sole limited partner of CMLP, CMLP GP will be sole general partner of CMLP, and NRGM

GP will be sole member of CMLP GP

Closing occurs within 3 business days of satisfaction or waiver of closing conditions (see page 11)

Consideration:

The Proposed Consideration (CMLP common units and Class D Units exchanged for NRGM units and

cash)

Merger Sub LLC interests convert into 100% LP interest in CMLP

CMLP GP’s GP interest in CMLP converts into a non-economic GP interest in CMLP

Outstanding CMLP Incentive Distribution Rights are cancelled

[CMLP

Restricted

Common

Units

lapse;

CMLP

Phantom

Units

vest

and

restrictions

thereon

lapse]

(1)

Required        

Approvals After

Merger   

Agreement is    

Executed:

Majority of outstanding CMLP common units

FTC/DOJ approval under the HSR Act (antitrust clearance)

NYSE approval of listing of additional NRGM common units to be issued in connection with merger

As a condition to execution of Merger Agreement, NRGM will require CMLP GP; Crestwood Gas

Services

Holdings

LLC

and

Crestwood

Holdings

LLC

to

enter

into

a

Voting

Agreement

(agreeing to

support the Proposed Transaction) and an Option Agreement (giving NRGY the option to purchase

these parties’

CMLP units in the event the Merger Agreement is terminated)

–

Confidential

DRAFT

Summary of Merger Agreement (cont’d)

11

Executive Summary

Covenants:

Parties agree to continue to conduct business in the ordinary course through Closing and abide by

customary restrictions on issuance of equity, incurrence of debt, entry into material contracts, etc.

No-Shop Clause:  CMLP agrees not to solicit or otherwise agree to an alternative to the Proposed

Transaction; includes fiduciary out allowing CMLP GP’s Board to agree to superior proposal

Indemnification:  NRGM must indemnify directors and officers of CMLP and related parties for 6

years after closing, including for claims relating to the Proposed Transaction

Directors of CMLP Board (and related entities as NRGM may designate) must resign

Securities Law Filings:  Parties agree to cooperate in filing Joint Proxy Statement/Prospectus, Schedule

13E-3 (if needed), and other filings as required by the SEC

Conditions to

Closing:

Customary closing conditions (including absence of Material Adverse Effect); GP Consolidation has

occurred; and Required Approvals obtained (see page 10)

Termination:

Termination (i) by mutual consent of the parties; (ii) by either

CMLP or NRGM if merger is not

consummated [within one year of Merger Agreement execution], CMLP unitholder or requisite

governmental approval not obtained, or material breach and failure to cure by the other party or (iii) by

NRGM if CMLP GP Board changes its recommendation or willfully breaches non-solicitation

provision

Termination Fee:

CMLP must pay termination fee of

$[

] if CMLP willfully breaches non-solicitation

provision, CMLP GP Board changes its recommendation or CMLP agrees to a superior proposal

Expense Reimbursement:

CMLP must pay NRGM $[

] million as expense reimbursement if CMLP

unitholder approval is not obtained

Controlling Law:

Delaware

Source: Draft of the Agreement and Plan of Merger by and among Inergy Midstream, L.P., NRGM GP, LLC, Intrepid Merger Sub, LLC, Inergy, L.P., Crestwood Midstream Partners LP and Crestwood Gas

Services GP LLC dated April 19, 2013

DRAFT

Confidential

Confidential

DRAFT

Evercore Evaluation Process To-Date

12

Executive Summary

In connection with its review of the Proposed Transaction as of April 24, 2013, Evercore has, among other things:

–

Reviewed

certain

publicly-available

financial

and

operating

data

relating

to

CMLP

and

NRGM

that

we

deemed

to

be

relevant;

–

Reviewed publicly-available research analyst estimates for CMLP’s and NRGM’s future financial performance on a

standalone basis;

–

Reviewed certain non-public projected financial and operating data relating to CMLP prepared and furnished to us by

management of CMLP;

–

Discussed

the

past

and

current

operations,

financial

projections

and

current

financial

condition

of

CMLP

with

management of CMLP (including management’s views of the risks and uncertainties of achieving such projections);

–

Reviewed certain non-public projected financial and operating data relating to NRGM prepared and furnished to us by

management of NRGM;

–

Reviewed the past and current operations, financial projections and current financial condition of NRGM with CMLP

management;

–

Reviewed the dynamics of each of the markets in which CMLP and NRGM participates with CMLP management;

–

Reviewed the Crestwood Management Presentation dated April 11, 2013 prepared for NRGY and NRGM by CMLP

management

–

Reviewed the Inergy Management Presentation dated April 11, 2013 prepared for CMLP by NRGM management

–

Reviewed

the

Project

Intrepid

Due

Diligence

Presentation

dated

April

19,

2013

prepared

by

CMLP

management

–

Reviewed a draft of the Agreement and Plan of Merger by and among Inergy Midstream, L.P., NRGM GP, LLC, Intrepid Merger

Sub,

LLC,

Inergy,

L.P.,

Crestwood

Midstream

Partners

LP

and

Crestwood

Gas

Services

GP

LLC

dated

April

19,

2013

–

Reviewed a draft of the Purchase and Sale Agreement among Crestwood Holdings LLC, Intrepid Holdings GP, LLC and NRGP

Limited Partner, LLC

dated April 19, 2013

–

Reviewed a draft of the Contribution Agreement of Membership Interests of Crestwood Gas Services GP LLC among Crestwood

Holdings LLC, Crestwood Gas Services Holdings LLC as Contributing Parties and Intrepid GP, LLC, Intrepid, L.P. as Recipient

Parties

dated April 19, 2013

13

In

connection

with

its

review

of

the

Proposed

Transaction,

as

of

April 24,

2013

Evercore

has

the

following

remaining items to complete:

–

Reviewing certain additional sensitivity cases and other financial information as requested by Evercore on

April

19, 2013 and not yet provided by CMLP management

–

Reviewing additional information from ongoing diligence with respect to NRGM as such information continues

to be provided to CMLP management and Evercore

–

Reviewing certain tax information requested on April 21, 2013

Confidential

DRAFT

Executive Summary

Evercore Remaining Due Diligence/Evaluation

Summary Preliminary Valuation Analysis

14

Executive Summary

Relevant Range of the

Proposed Consideration

$27.00

$22.00

Indicative Value per CMLP Common Unit

Indicative Value of the Proposed Consideration to be

Paid per CMLP Common Unit

Crestwood Midstream Partners LP

Indicative Valuation per LP Unit

Indicative Valuation of Proposed Consideration

Discounted Cash Flow Analysis

Precedent M&A

Peer Group

Wall Street

Discounted Cash Flow Analysis

Precedent M&A

Peer Group

Wall Street

Financial

Distirbution

Transactions

Trading

Research Price

Financial

Distirbution

Transactions

Trading

Research Price

Projections

Per LP Unit

Analysis

Analysis

Targets

Projections

Per LP Unit

Analysis

Analysis

Targets

7.5% -

8.5% WACC

7.0% -

10.0%

2013E EBITDA

2013E EBITDA:

Barclays

6.5% -

7.5% WACC

6.0% -

8.0%

2013E EBITDA:

2013E EBITDA:

Barclays

2017E EBITDA

Terminal Exit Yield

$173.3 MM

$173.3 MM

Hilliard Lyons

2017E EBITDA

Terminal Exit Yield

$171.6 MM

$171.6 MM

Credit Suisse

Exit Multiple of

8.5% -

9.5% CAPM

9.0x -12.5x

10.5x -13.5x

Simmons

Exit Multiple of

7.5% -

9.5% CAPM

11.5x -13.5x

14.0x -17.0x

JP Morgan

9.0x -11.0x

Equity Discount Rate

EBITDA Multiple

EBITDA Multiple

Ladenburg Thalmann

11.5x -13.5x

Equity Discount Rate

EBITDA Multiple

EBITDA Multiple

Morgan Stanley

Perpetuity Growth

13.5% -14.5%

2014E EBITDA:

2014E EBITDA:

Wells Fargo

Perpetuity Growth

9.0% -

11.0%

2014E EBITDA:

2014E EBITDA:

Robert W. Baird & Co.

Rate of

Expected Market Return

$214.8 MM

$214.8 MM

Rate of

Expected Market Return

$223.5 MM

$223.5 MM

Stifel Nicolaus

0.5% -

1.5%

Equity Discount Rate

9.0x -12.5x

9.0x -12.0x

0.5% -

1.5%

Equity Discount Rate

11.5x -13.5x

10.0x -13.0x

EBITDA Multiple

EBITDA Multiple

EBITDA Multiple

EBITDA Multiple

Growth Capital Expenditures

Growth Capital Expenditures

Discounted @ 8.0%

Discounted @ 7.0%

$25.94

$23.70

$10.90

$16.81

$26.00

$19.55

$22.88

$14.77

$18.79

$25.89

$39.91

$37.49

$23.79

$29.16

$32.50

$32.70

$31.77

$24.29

$27.20

$30.13

$--

$10.00

$20.00

$30.00

$40.00

$50.00

$60.00

Confidential

DRAFT

1.061x NRGM Units + $0.41 per unit of cash

Current

CMLP

Unit Price:

$24.97

Summary Contribution Analysis

15

Executive Summary

(1)

Adjusted for CMLP and NRGM net debt outstanding as of the most recent public disclosure.  Equity value as of April 19, 2013

(2)

Proposed exchange ratio excludes cash consideration of $0.41 per

unit

Management Financial Projections

Implied

Exchange Ratio

Pro Forma Ownership Based on Proposed Exchange Ratio

1.061x

2013E Distributable Cash Flow

1.178x

2014E Distributable Cash Flow

1.290x

2015E Distributable Cash Flow

1.546x

2013E EBITDA

(1)

1.178x

2014E EBITDA

(1)

1.271x

2015E EBITDA

(1)

1.585x

DCF Equity Value

1.360x

Precedent Transactions Equity Value

0.981x

Peer Group Trading Equity Value

1.100x

Relevant Range

-

-

Implied Exchange Ratio

-

Proposed Exchange Ratio

(2)

40.8%

1.061x

0.981x

1.585x

59.2%

47.3%

51.2%

40.8%

59.2%

52.0%

48.0%

45.2%

54.8%

47.1%

52.7%

52.9%

Crestwood

Inergy Midstream

45.2%

54.8%

47.5%

52.5%

42.7%

57.3%

43.6%

56.4%

52.7%

47.3%

48.8%

DRAFT

Confidential

Confidential

DRAFT

Summary Pro Forma Accretion/Dilution Results

16

Executive Summary

(1)

Based on CMLP’s current 8.2% yield

Standalone

Pro Forma CMLP

CMLP

CMLP

Breakeven Yield

(1)

CY 2014E CMLP DCF / LP Unit

$2.14

$2.02

7.7%

Accretion / (Dilution) -

$

($0.12)

CY 2015E CMLP DCF / LP Unit

$2.51

$2.22

7.7%

Accretion / (Dilution) -

$

($0.29)

CY 2016E CMLP DCF / LP Unit

$2.78

$2.35

7.4%

Accretion / (Dilution) -

$

($0.42)

CY 2017E CMLP DCF / LP Unit

$2.98

$2.48

7.1%

Accretion / (Dilution) -

$

($0.50)

CY 2014E CMLP Distribution / LP Unit

$2.15

$1.96

7.4%

Accretion / (Dilution) -

$

($0.19)

CY 2015E CMLP Distribution / LP Unit

$2.37

$2.16

7.5%

Accretion / (Dilution) -

$

($0.20)

CY 2016E CMLP Distribution / LP Unit

$2.60

$2.31

7.2%

Accretion / (Dilution) -

$

($0.29)

CY 2017E CMLP Distribution / LP Unit

$2.86

$2.39

6.8%

Accretion / (Dilution) -

$

($0.47)

CY 2014E -

2017E Distribution Growth

10.0%

6.9%

Debt Metrics

CY 2014E Debt/EBITDA

4.4x

3.8x

CY 2015E Debt/EBITDA

3.7x

3.5x

CY 2016E Debt/EBITDA

3.4x

3.2x

CY 2017E Debt/EBITDA

3.2x

3.0x

III.

Overview of CMLP

DRAFT

CMLP Asset Map

($ in millions)

17

Overview of CMLP

Source: Public partnership filings

(1)  Excludes corporate expenses

Acreage Dedication Summary

Avalon

Shale

Barnett

Shale

Granite

Wash

Haynesville

Shale

Legend

Fayetteville

Shale

Marcellus

Shale

2012A to 2017E Gathering Volume Compound Annual

Growth Rate by Basin

(1)

2013E EBITDA by Basin

(1)

Confidential

DRAFT

Gathering Systems

Compression and Treating Facility

Processing Facility

40.0%

30.0%

20.0%

10.0%

--

(10.0%)

(20.0%)

(30.0%)

Barnett Shale

Marcellus

Shale

Fayetteville

Shale

Granite Wash

Haynesville

Shale

Avalon Shale

2.9%

28.1%

22.2%

32.6%

(0.6%)

(18.9%)

Avalon Shale

Granite Wash

Fayetteville Shale

Barnett Shale

Haynesville Shale

Marcellus Shale

Contract Expiration

2017E

2020E

2021E

2022E

2024E

2032E

160,000

140,000

120,000

100,000

80,000

60,000

40,000

20,000

--

$21.2MM

$3.7MM

$3.0MM

$111.2MM

55%

11%

2%

1%

Avalon Shale

Granite Wash

Barnett Shale

Fayetteville Shale

Haynesville Shale

Marcellus Shale

$0.1MM

0%

31%

$62.1MM

Confidential

DRAFT

1

Pipeline

Nominal Capacity (MMcfd)

Installed

Compression

Asset

Miles

Gathering

Processing

Treating

Dehydration

Compression (HP)

Units

Barnett Shale

Owned:

Cowtown System

298

425

425

--

425

103,590

33

Lake Arlington System

10

230

--

--

235

30,480

7

Alliance System

42

300

--

340

240

43,680

7

Owned

350

955

425

340

900

177,750

47

Operated Non-Owned:

Cowtown System

104

--

--

--

--

--

--

Lake Arlington System

10

--

--

--

--

--

--

Alliance System

35

--

--

--

--

--

--

Operated Non-Owned

149

--

--

--

--

--

--

Total Barnett Shale Assets

499

955

425

340

900

177,750

47

Fayetteville Shale

Twin Groves/Prairie Creek/Woolly Hollow System

129

350

--

185

180

26,635

14

Wilson Creek System

24

100

--

--

5

425

1

Rose Bud System

15

60

--

--

5

630

1

Total Fayetteville Shale Assets

168

510

--

185

190

27,690

16

Granite Wash

Total Granite Wash Assets

36

36

36

--

--

10,890

10

Marcellus Shale

Total Marcellus Shale Assets

42

420

--

--

300

43,100

31

Other

Las Animas System

47

50

--

--

34

--

1

Sabine System

57

100

--

74

72

--

--

Total Other Assets

104

150

--

74

106

--

Total CMLP

849

2,071

461

599

1,496

259,430

105

Asset Overview

18

Overview of CMLP

Source: Public partnership filings

Confidential

DRAFT

Asset Overview (cont’d)

19

Overview of CMLP

Source: Public partnership filings

(1)  Excludes corporate expenses

Located principally in Hood, Somervell and Johnson Counties, Texas in the southern portion of the Fort Worth Basin

–

The Cowtown Pipeline, which consists of NGL rich natural gas gathering systems, gathers natural gas for processing at the Cowtown

Plant or Corvette Plant

–

The Cowtown Plant, which consists of two natural gas processing units, extracts NGLs from the natural gas stream and delivers residue

gas and extracted NGLs to unaffiliated pipelines

–

The

Corvette

Plant

extracts

NGLs

from

the

natural

gas

stream

and

delivers

residue

gas

and

extracted

NGLs

to

unaffiliated

pipelines

Residue gas delivered to Atmos Energy Corporation, Enterprise Texas Pipeline LLC and/or Energy Transfer Partners, LP (“Energy Transfer”)

Extracted NGLs delivered to West Texas Pipeline, LP and Lone Star NGL LLC for delivery to Mont Belvieu, Texas

Acquired on August 24, 2012 from Devon Corporation and ceased operations on December 1, 2012

–

CMLP is currently evaluating other potential uses for the 100 MMcfd West Johnson County Plant

Located in eastern Tarrant County, Texas, the Lake Arlington System consists of a natural gas gathering system and related compression facility

–

Gathers natural gas for delivery to Energy Transfer

Located

in

northern

Tarrant

and

southern

Denton

Counties,

Texas,

the

Alliance

System

consists

of

a

natural

gas

gathering

system

and

a

related

dehydration, compression and amine treating facility

–

Gathers

natural

gas

for

delivery

to

Energy

Transfer

and

Crosstex

Partners,

LP

(“Crosstex”)

Barnett

Shale

55.3% of

2013E

EBITDA

(1)

Located in Harrison and Doddridge Counties, West Virginia, the Marcellus Systems consist of low pressure natural gas gathering systems and

compression and dehydration facilities

The Marcellus Systems interconnect with various interstate pipeline systems including Columbia Gas Transmission, Dominion Resources Inc.

(“Dominion”) and Equitrans Pipeline

The Marcellus Systems deliver high NGL content natural gas to MarkWest Energy Partners, L.P.’s Sherwood Natural Gas Processing Plant

Antero’s assets consist of a 33-mile low pressure gathering system with 59 existing Antero horizontal Marcellus Shale well connections

–

Area

of

dedication

located

within

the

rich

natural

gas

window

of

the

southwestern

core

Marcellus

Shale

play

in

northern

West

Virginia

Antero committed to deliver minimum annual throughput volumes for a seven-year period from January 1, 2012 to January 1, 2019, ranging

from an average of 300 MMcfd in 2012 to an average of 450 MMcfd in 2018

EMAC’s assets consist of four compression and dehydration stations located on the acquired Antero gathering assets

–

Provide compression and dehydration services to Antero pursuant to a compression services agreement through 2018

Marcellus

Shale

30.8% of

2013E

EBITDA

(1)

Cowtown System

West Johnson County System

Lake Arlington System

Alliance System

Marcellus Systems

Antero Resources Corporation (“Antero”) Acquisition

E. Marcellus Asset Company, LLC (“EMAC”) Acquisition

Confidential

DRAFT   

Asset Overview (cont’d)

20

Overview of CMLP

Source: Public partnership filings

(1)  Excludes corporate expenses

Located in Roberts County, Texas, includes

–

The Indian Creek rich natural gas gathering system and related compression facility

–

The Indian Creek processing plant

Gathers rich natural gas produced by Chesapeake Energy Corporation (“CHK”), Linn Energy, LLC and Sabine Oil and Gas LLC and

interconnects with Mid-America Pipeline, a subsidiary of Enterprise Products Partners, L.P., for delivery of NGLs to Mont Belvieu, Texas

The residue gas is delivered to ANR Pipeline and Northern Natural Gas Pipeline to provide access to the Mid-Continent natural gas markets

Granite

Wash

1.8%

of 2013E

EBITDA

(1)

Located in Eddy County, New Mexico, the Las Animas assets consist of three natural gas gathering systems located in the Morrow/Atoka

reservoir and the Avalon Shale rich gas trend in the Permian Basin

The Las Animas Systems include approximately 55,000 acres of dedication from Bass Oil Production Company through 2017

Located in Sabine Parish, Louisiana, the Sabine assets consist of high-pressure natural gas gathering pipelines

Provides gathering and treating services for production from CHK, Comstock Resources, Inc., Forest Oil Corporation, Wildcat Sabine Pipeline

LLC and Devon Corporation in the Haynesville/Bossier Shale with deliveries to Gulf South Pipeline and Tennessee Gas Pipeline Company,

LLC

–

The Sabine System is supported by fixed-fee contracts with producers and approximately 20,000 dedicated acres

Contracts have initial terms through 2019 to 2021

Other

1.6%

of 2013E

EBITDA

(1)

Located in Conway and Faulkner Counties, Arkansas, the Twin Groves/Prairie Creek/Woolly Hollow Systems consist of three natural gas

gathering, compression, dehydration and treating facilities

–

Gather natural gas produced by BHP Billiton Petroleum, Plc. (“BHP”), BP and XTO Energy for delivery to Texas Gas Transmission,

Ozark Gas Transmission and Fayetteville Express Pipeline

Located in Van Buren County, Arkansas, the Wilson Creek System consists of a natural gas gathering system and a related compression facility.

This system gathers natural gas produced by independent producers and delivers to Ozark Gas Transmission

Located in White County, Arkansas, the Rose Bud System consists of a natural gas gathering system and a related compression facility.

This

system

gathers

natural

gas

produced

by

XTO

Energy

and

delivers

to

Ozark

Gas

Transmission

Fayetteville

Shale

10.5%

of

2013E

EBITDA

(1)

Twin Groves / Prairie Creek / Woolly Hollow Systems

Wilson Creek System

Rose Bud System

Granite Wash System

Sabine System

Los Animas Systems

Confidential

DRAFT    

Asset Overview –

Barnett Shale (55.3%

of 2013E EBITDA Excluding Corporate Expenses)

21

Source: Public partnership filings and CMLP management

During the year ended December 31, 2012, CMLP’s

Barnett Shale EBITDA declined $8.9 million from

2011 levels

–

Gathering volumes declined from 473.5

MMfcd in 2011 to 433.1 MMcfd in 2012 given

reduced production from existing wells and

well shut-ins on the Alliance System and Lake

Arlington System

–

Such volume declines were partially offset by

producers connecting 64 new wells during the

year ended December 31, 2012 mostly on the

Cowtown System

–

During the year ended December 31, 2011,

Quicksilver Resources Inc.’s

(“Quicksilver”)

joint development agreement with Eni SpA

resulted in an increase of approximately 75

MMcfd in gathered volumes and

approximately $16.0 million in revenue

Given the higher NGL content of the natural gas

production in Johnson County, Texas, Devon

Energy Corporation maintained an active drilling

and development plan in 2012

Map –

Barnett Shale Assets

CMLP Natural Gas Gathering Pipeline

Third-Party Natural Gas Gathering Pipeline

Third-Party Natural Gas Takeaway Pipeline

CMLP Natural Gas Processing Plants

Third-Party Natural Gas Processing Plants

CMLP Treating and Compression Facility

Competitive Asset Legend

Cowtown System

Alliance System

Lake Arlington

System

The primary producer on the system, Quicksilver, represented

71.6%

of CMLP’s Barnett Shale gathering volumes

On March 29, 2013, Quicksilver announced that it had executed

an agreement to sell an undivided 25.0%

interest in its Barnett

Shale oil and gas assets for $485.0 million to TG Barnett

Resources LP, a U.S. subsidiary of Tokyo Gas Co., Ltd.

–

Future development spending will be shared in proportion

to each party’s working interest

Overview of CMLP

Asset Overview –

Barnett Shale (55.3% of 2013E EBITDA Excluding Corporate Expenses)

(cont’d)

22

Overview of CMLP

Source: Public partnership filings and HPDI

Wells Spud and Permits by Quarter

(Denton, Tarrant, Hood, Johnson, Somervell and Bosque Counties, Texas)

--

150

300

450

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Permits

Spuds

On August 24, 2012, CMLP acquired certain gathering and

processing assets from Devon Corporation (“Devon”) in

west Johnson County, Texas (the “West Johnson County

System”)

–

The assets acquired consist of a 74-mile low pressure

natural gas gathering system, a 100 MMcfd cryogenic

processing facility and 23,100 horsepower of

compression equipment

–

Additionally, CMLP entered into a 20-year, fixed-fee

gathering, processing and compression agreement

with Devon, pursuant to which CMLP will gather and

process Devon’s natural gas production from a 20,500

acre dedication

•

Natural gas production gathered and processed

pursuant to the agreement was approximately 96

MMcfd as of December 31, 2012

–

The West Johnson County System was operational

from  August 24, 2012 to December 1, 2012

•

On December 1, 2012, CMLP elected to cease

operating the 100 MMcfd natural gas processing

plant and consolidated natural gas volumes then

on the West Johnson County System onto the

Cowtown System

–

CMLP is currently evaluating other

potential uses for the 100 MMcfd natural

gas processing plant

Producing Wells and Production by Quarter

(Denton, Tarrant, Hood, Johnson, Somervell and Bosque Counties, Texas)

Confidential

DRAFT

Production (MMcfed)

Average Producing Wells

7,500

9,500

10,500

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

3,750

4,250

4,500

4,750

4,000

8,500

Asset Overview –

Marcellus Shale (30.8% of 2013E EBITDA Excluding Corporate Expenses)

23

Overview of CMLP

Antero Resources LLC (“Antero”) is the only producer on

CMLP’s Marcellus Shale assets

Based upon Antero’s current 2013 drilling plan in the eastern

part of CMLP’s dedicated acreage:

–

CMLP management expects 60 to 70 new well connections

in 2013

–

CMLP management expects to expand its low pressure

gathering systems with an additional 18 miles of pipeline

–

In addition to the four compressor stations acquired from

Enerven in January 2013 for $95.0 million, CMLP also

expects to add at least two new compressor stations during

2013

CMLP is in early discussions with Antero regarding the

accelerated development of midstream infrastructure in the

western part of CMLP’s dedicated acreage including the addition

of incremental compressor stations to increase total gathering

capacity

CMLP’s Marcellus Shale assets gather natural gas production that

Evercore believes, given well costs and production profile,

generate 20.0% + IRRs for producers down to a $3.50 per

MMBtu natural gas price

Map –

Marcellus Shale Assets

Source: Public partnership filings and HPDI

Wells Spud and Permits by Quarter

(Harrison and Doddridge Counties, West Virginia)

CMLP Natural Gas Gathering Pipeline

Third-Party Natural Gas Gathering Pipeline

Third-Party Natural Gas Takeaway Pipeline

Third-Party Natural Gas Processing Plants

CMLP Compression Station

Antero Acreage Dedication

Competitive Asset Legend

Producing Wells and Production by Quarter

(Harrison and Doddridge Counties, West Virginia)

--

10

20

30

40

50

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Permits

Spuds

5,000

5,500

6,000

6,500

--

100

200

300

400

Q1

2009

Q2

2009

Q3

2009

Q4

2009

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Production (MMcfed)

Average Producing Wells

Confidential

DRAFT

Asset

Overview

–

Fayetteville

Shale

(10.5%

of

2013E

EBITDA

Excluding

Corporate

Expenses)

24

Overview of CMLP

Fayetteville segment EBITDA increased approximately $7.9 million

during the year ended December 31, 2012 compared to 2011 and

gathering volume increased by 22.5 MMcfd in 2012 compared to

2011

–

During the year ended December 31, 2012, BHP connected

six new wells on the Twin Groves System

The Fayetteville System’s volumes are supported by long-term

fixed-fee contracts with producers with approximately 100,000

acres dedicated to CMLP

–

These contracts have initial terms that extend through 2020

and include an option, by either party to the contract, to

extend the contract through 2025

Primary producer, BHP, acquired CHK’s Fayetteville Shale

upstream assets on February 22, 2011 for $4.25 billion

On August 3, 2012, BHP took a $2.84 billion writedown on its

Fayetteville assets, and BHP’s CEO Marius Kloppers stated, “The

Fayetteville charge reflects the fall in United States domestic gas

prices and the company’s decision to adjust its development plans

by shifting drilling from dry gas to more liquids rich fields”

Source: Public partnership filings and HPDI

Wells Spud and Permits by Quarter

(Van Buren, Conway, Faulkner and White Counties, Arkansas)

--

75

150

225

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Permits

Spuds

CMLP Natural Gas Gathering Pipeline

Third-Party Natural Gas Gathering Pipeline

Third-Party Natural Gas Takeaway Pipeline

CMLP Treating and Compression Facility

Third-Party Natural Gas Processing Plants

Prairie Creek

Twin

Groves

Woolly Hollow

Producing Wells and Production by Quarter

(Van Buren, Conway, Faulkner and White Counties, Arkansas)

Confidential

DRAFT

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Production (MMcfed)

Average Producing Wells

1,500

2,000

2,500

1,750

2,750

3,750

Rose Bud

Map –

Fayetteville Shale Assets

Competitive Asset Legend

Wilson Creek

25

Overview of CMLP

For the year ended December 31, 2012, the

Granite Wash segment’s EBITDA was

approximately $0.8 million lower than in 2011,

primarily due to lower product sales margin and

higher operations and maintenance expenses while

volumes on the system increased by 5.2 MMcfd, or

41.4%, versus 2011

–

Lower margins earned on percent-of-

proceeds contracts, which primarily resulted

from lower NGL and natural gas prices

coupled with relatively consistent costs per

volume

–

Higher gathering revenues from new wells

connected by Sabine Oil and Gas LLC

(“Sabine”) partially offset the decline in

product sales margin in 2012

Source: Public partnership filings and HPDI

CMLP Natural Gas Gathering Pipeline

Third-Party Natural Gas Gathering Pipeline

Third-Party Natural Gas Takeaway Pipeline

CMLP Natural Gas Processing Plants

Third-Party Natural Gas Processing Plants

Indian Creek

System

Confidential

DRAFT      

Wells Spud and Permits by Quarter

(Roberts County, Texas)

Producing Wells and Production by Quarter

(Roberts County, Texas)

Permits

Spuds

30

20

10

--

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Production (Mmcfed)

Average Producing Wells

250

200

150

1,200

1,100

1,000

Map –

Granite Wash Assets

Competitive Asset Legend

Asset Overview – Granite Wash (1.8% of 2013E EBITDA Excluding Corporate Expenses)

Confidential

Asset Overview –

Haynesville Shale (1.5% of 2013E EBITDA Excluding Corporate Expenses)

26

Overview of CMLP

Map –

Haynesville Shale Assets

Source: Public partnership filings and HPDI

Wells Spud and Permits by Quarter

(Sabine Parish, Louisiana)

--

25

50

75

100

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Permits

Spuds

On November 1, 2011, CMLP acquired Tristate

Sabine, LLC (“Tristate”) from affiliates of Energy

Spectrum Capital, Zwolle Pipeline, LLC and

Tristate’s management for approximately $72.0

million in cash consideration comprised of $64.0

million paid at closing plus a deferred payment of

approximately $8.0 million, which was paid during

the fourth quarter of 2012

The Sabine System is supported by long-term, fixed-

fee contracts with approximately 20,000 acres

dedicated to CMLP

–

These contracts have various initial terms that

extend through 2019 and 2021

The Sabine System had 50 MMcfd in gathered

volumes for the year ended December 31, 2012,

which resulted in approximately $10.0 million in

revenues for the year ended December 31, 2012

CMLP Natural Gas Gathering Pipeline

Third-Party Natural Gas Gathering Pipeline

Third-Party Natural Gas Takeaway Pipeline

CMLP Treating and Compression Facility

Third-Party Natural Gas Processing Plants

Competitive Asset Legend

Sabine System

Producing Wells and Production by Quarter

(Sabine Parish, Louisiana)

275

375

475

575

--

250

500

750

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Production (MMcfed)

Average Producing Wells

DRAFT

Asset Overview –

Avalon Shale (0.1% of 2013E EBITDA Excluding Corporate Expenses)

27

Overview of CMLP

Effective February 1, 2011, CMLP acquired

approximately 46 miles of natural gas gathering

systems located in the Morrow/Atoka trend and the

Avalon Shale for $5.1 million from a group of

independent producers

–

Supported by long term, fixed-fee contracts

which include existing Morrow/Atoka

production and dedications of approximately

90,000 acres at the time of the acquisition

–

The Las Animas Systems currently has

approximately 55,000 acres of dedication

from Bass Oil Production Company through

2017

EBITDA related to the Las Animas System

remained relatively unchanged for the year ended

December 31, 2012 compared to 2011 as volumes

decreased by 5.3% during the year

Source: Public partnership filings and HPDI

--

100

200

300

400

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Permits

Spuds

CMLP Natural Gas Gathering Pipeline

Third-Party Natural Gas Gathering Pipeline

Third-Party Natural Gas Takeaway Pipeline

CMLP Treating and Compression Facility

Third-Party Natural Gas Processing Plants

Wells Spud and Permits by Quarter

(Eddy County, New Mexico)

Producing Wells and Production by  Quarter

(Eddy County, New Mexico)

Confidential

DRAFT

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

1,500

1,000

500

--

12,000

11,500

11,000

10,500

10,000

Production (MMcfed)

Average Producing Wells

Competitive Asset Legend

Las Animas Systems

Map –

Avalon Shale Assets

CMLP –

Summary Market Data

($ in millions, except per unit amounts)

Market Capitalization

Balance Sheet and Credit Data

Unit Price and Distribution Information

Overview of CMLP

28

Source: Public partnership filings and Factset

(1)

Includes 6,190,469 Class D Units

(2)

Excludes 6,190,469 Class D Units

General Partner Incentive Distribution Rights

As of  April 19, 2013

Total Units Outstanding

(1)

61.1

Common Unit Price

$24.97

Total Equity Value

$1,524.9

Plus: Total Debt

702.7

Less: Cash

(0.1)

Total Enterprise Value

$2,227.4

IBES

Yield/

Data

Multiple

Distribution Yield

Current

$2.04

8.2%

2013E

2.07

8.3%

2014E

2.15

8.6%

2015E

2.26

9.1%

TEV / EBITDA

2013E

$179.1

12.4x

2014E

229.5

9.7

2015E

296.3

7.5

As of  December 31, 2012

Cash and Marketable Securities

$0.1

Short-term Debt

3.9

Long-term Debt

698.8

Total Debt

$702.7

Net Debt

702.5

Plus: Partners' Capital

978.6

Net Book Capitalization

$1,681.2

Revolver Availability / Revolver Capacity

$406 / $750

Net Debt / Net Book Cap

41.8%

Net Debt / 2013E EBITDA

3.9x

Net Debt / 2014E EBITDA

3.1x

Current Ratings:

Moody's

B3

S&P

B

$34.00

$30.00

$26.00

$22.00

$18.00

4/19/11

9/12/11

2/5/12

6/30/12

11/23/12

4/19/13

$2.10

$2.00

$1.90

$1.80

$1.70

$1.60

$1.50

DRAFT

Confidential

Distribution per Unit

Unit Price

Quarterly Distribution per LP Unit

$0.5100

Quarterly

Total

Total

Total

Total

LP Quarterly

Quarterly

Distribution

Total

Quarterly

Quarterly

Annual

Annual

Distribution

Distribution

to GP

LP Units

(2)

Distribution

Distribution

Distribution

Distribution

% to LP

% to GP

Range

Within Range

per LP Unit

Outstanding

to LPs

to GP

to LPs

to GP

98.2%

1.8%

$0.0000

$0.3450

$0.3450

$0.0064

53.8

$18.5

$0.3

$74.2

$1.4

85.2%

14.8%

0.3450

0.3750

0.0300

0.0052

53.8

1.6

0.3

6.5

1.1

75.2%

24.8%

0.3750

0.4500

0.0750

0.0248

53.8

4.0

1.3

16.1

5.3

50.2%

49.8%

0.4500

0.4500

0.0600

0.0596

53.8

3.2

3.2

12.9

12.8

$27.4

$5.2

$109.7

$20.6

% of Total Distributions to the GP

15.8%

% of Total Distributions to the IDRs

14.0%

Confidential

DRAFT

Trading Performance

29

Overview of CMLP

Source: Public partnership filings and Factset

12/8/2008: Purchased Lake

Arlington Dry System for

$42.0 million

12/10/2009: Announced purchase of

Alliance system midstream gathering and

treating assets from Quicksilver Resources

Inc for $87.1 million

7/22/2010: Announced sale by Quicksilver Resources

Inc of all of its interest in Quicksilver Gas Services to

Crestwood Holdings Partners LLC for $701.0 million

10/04/2010: Changed name from Quicksilver Gas Services

LP to Crestwood Midstream Partners LP

2/01/2011: Acquired natural gas gathering pipelines located in Avalon Shale for

$5.1 million from a group of independent producers

2/18/2011: Announced agreement to acquire midstream assets in Fayetteville Shale and

Granite Wash from Frontier Gas Services, LLC for $345.0 million

12/13/2011: Announced signing of memorandum of understanding with Mountaineer Keystone LLC to construct 42-

mile, 16-inch natural gas gathering system to serve Marcellus Shale development program

4/01/2011: Issued 6.24

million Class C Units in

private placement for $24.50

per unit

10/18/2011: Announced

agreement to acquire Tristate

Sabine, LLC from affiliates of

Energy Spectrum Capital,

Zwolle Pipeline LLC and

Tristate management for $73.0

million

7/23/2012: Announced

agreement to acquire

midstream assets in the

Barnett Shale from

Devon Corporation for

$90.0 million

11/26/2012: CMM agrees to acquire

natural gas compression and dehydration

assets from Enerven Compression, LLC

for $95.0 million

2/27/2012: Announced agreement with

Crestwood Holdings Partners LLC and

Antero Resources Appalachian Corporation

through newly-formed JV, Crestwood

Marcellus Midstream (“CMM”), to acquire

certain of Antero’s Marcellus Shale assets for

$375.0 million

1/8/2013: Agrees to acquire remaining

65.0% interest in CMM from Crestwood

Holdings Partners LLC for $258.0 million

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

$20.00

$22.50

$25.00

$27.50

$30.00

$32.50

$35.00

$37.50

$40.00

6/20/08

12/13/08

6/7/09

12/1/09

5/26/10

11/19/10

5/14/11

11/6/11

5/1/12

10/24/12

4/19/13

$17.50

$15.00

$12.50

$10.00

$7.50

$5.00

$2.50

$--

Confidential

DRAFT

Overview of CMLP

30

Relevant Relative Trading Metrics

($ in millions, except per unit amounts)

Source: Partnership filings, FactSet, IBES

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/19/2013)

Value

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Gathering and Processing MLPs

American Midstream Partners, LP

$17.09

$159.9

$370.1

12.5x

11.6x

10.1%

10.1%

11.0%

2.9%

13.0%

Atlas Pipeline Partners, L.P.

35.55

2,341.9

3,585.6

10.3

8.5

6.5%

7.1%

8.0%

9.9%

16.4%

Access Midstream Partners, L.P.

40.41

7,814.3

10,360.9

12.8

10.0

4.5%

4.9%

5.6%

10.6%

15.0%

Crosstex Energy, L.P.

19.12

1,828.0

2,864.2

12.2

9.3

6.9%

7.3%

7.9%

5.3%

12.2%

DCP Midstream Partners, LP

47.62

2,946.1

4,600.5

12.6

9.2

5.8%

6.0%

6.5%

8.4%

14.2%

MarkWest Energy Partners, L.P.

60.68

9,046.7

11,550.2

16.6

12.2

5.4%

5.7%

6.2%

9.2%

14.6%

Regency Energy Partners LP

26.07

5,360.4

8,213.9

13.1

10.5

7.1%

7.4%

7.9%

5.0%

12.0%

Southcross Energy Partners, L.P.

20.86

520.1

962.3

18.2

16.9

7.7%

8.5%

8.9%

5.0%

12.7%

Summit Midstream Partners, LP

26.92

1,341.0

1,532.4

13.2

10.8

6.1%

6.4%

7.1%

8.0%

14.1%

Targa Resources Partners LP

48.53

5,040.6

7,516.4

11.8

9.2

5.6%

5.9%

6.5%

8.5%

14.1%

Western Gas Partners, LP

58.10

6,231.5

8,029.5

18.3

13.4

3.7%

3.9%

4.5%

11.6%

15.3%

Mean

13.8x

11.1x

6.3%

6.7%

7.3%

7.7%

14.0%

Median

12.8

10.5

6.1%

6.4%

7.1%

8.4%

14.1%

Crestwood Midstream Partners LP

$24.97

$1,524.9

$2,256.4

12.6x

9.8x

8.2%

8.3%

8.6%

4.1%

12.3%

Confidential

DRAFT

Wall Street Research Price Targets

($ in millions, except per unit amounts) 

Summary Price Targets

31

Analyst Recommendations

Source: Bloomberg, IBES

Distribution Per Unit Estimates

EBITDA Estimates

Overview of CMLP

Hold (2) 33.3%

Buy (4) 66.7%

$2.09

$2.17

$2.26

$2.12

$2.24

$2.36

$2.04

$2.14

$2.07

$2.10

$2.20

$2.07

$2.15

$2.26

$1.80

$1.90

$2.00

$2.10

$2.20

$2.30

$2.40

2013E

2014E

2015E

$178.0

$258.0

$307.0

$179.1

$209.0

$180.7

$229.0

$178.6

$248.8

$316.4

$179.1

$229.5

$296.3

$--

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

2013E

2014E

2015E

Barclays

Ladenburg Thalmann

RBC

Wells Fargo

IBES

Target

Firm

Analyst

Date

Recommendation

Price

Ladenburg Thalmann

Eduardo Seda

02/27/13

Buy

$32.50

Hilliard Lyons

Joel K. Havard

02/27/13

Long-term Buy

32.00

Simmons

Mark L. Reichman

03/21/13

Overweight

30.00

Barclays

Richard Gross

02/28/13

Equalweight

27.00

RBC

T.J. Schultz

02/27/13

Sector Perform

26.00

Wells Fargo

Michael J. Blum

02/28/13

Outperform

NA

Median:

$30.00

Mean:

29.50

Low:

26.00

High:

32.50

Research Analyst Commentary

Overview of CMLP

32

“In our opinion, given our assumption of an improving sector growth outlook, a weak natural gas but strong crude oil and

NGL commodity price environment, additional organic growth projects coming on-line, as well as contributions from the

recent acquisitions and CMLP’s increased growth capex budget, we believe CMLP is well positioned to achieve a

distribution growth rate of 5.6% CAGR over the 2013-15 period, and thereafter at a higher rate.”

–

Ladenburg Thalmann, Eduardo Seda; February 27, 2013

“We expect CMLP's valuation to improve as investors better appreciate the partnership's growing geographic footprint,

stable cash flow (98% fee-based), strong sponsor support, and potential upside tied to future acquisitions and organic

investments.

We forecast CMLP to grow distributions at a 5-year CAGR of approximately 4% supported by volume growth in

liquids-rich areas.”

–

Wells Fargo Securities, Ronald F. Londe; February 28, 2013

“We

forecast

5-year

distribution

CAGR

of

3.9%.

We

believe

CMLP

will

be

able

to

raise

distribution

at

a

moderate

pace,

but

expect

near-term

coverage

to

be

impacted

(and

light)

from

Class

C

and

D

unit

conversions

in

2Q13

and

1Q14,

respectively.

Risks

to

the

upside

include

potential

parent-led

drop

downs,

a

recovery

in

dry

gas

volumes

or

new

oil

/

rich

gas

projects”

–

Barclays Capital, Richard Gross; February 28, 2013

Price Target: $32.50

Price Target: NA

Price Target: $27.00

DRAFT

Confidential

Confidential

DRAFT

Ratings Agency Commentary

33

Overview of CMLP

Standard & Poor’s – B/Stable (Nora Pickens & Michael V. Grande – March 29, 2013)

–

“CMLP’s aggressive growth strategy, customer concentration to Quicksilver Resources Inc., and potential

cash flow volatility due to lower natural gas throughput characterize the partnership's “weak” business

profile. High financial leverage and the master limited partnership structure, which gives CMLP much

incentive to pay out most of its cash flow after maintenance capital spending to unitholders each quarter,

reflect the aggressive financial profile. CMLP’s mostly fee-based contract mix and minimal direct

commodity exposure partly offset these risks.”

–

“We could lower the rating if a debt-financed acquisition or a decrease in volumes causes cash flow to

decline and financial ratios to deteriorate,

stand-alone and fully consolidated basis, respectively, for an extended period”

–

“A higher rating is unlikely at this time because of CMLP’s limited scale and high consolidated leverage,

but is attainable if we believe it will maintain consolidated leverage at 4x or less.”

Moody’s – B2/Stable (Jonathan Kalmanoff & Steven Wood – March 28, 2013)

–

“Crestwood's B2 corporate family rating is supported by fixed fee contracts that avoid direct commodity

price exposure, a moderate degree of basin and customer diversification, exposure to producing basins with

liquids production, minimum volume commitments for a portion of throughput, a management team with

extensive experience in the midstream sector, and a private equity sponsor with the industry knowledge and

financial capacity to support the company's growth ambitions. 

concentration relative to rated midstream peers, volumes driven by E&P drilling activity which is

indirectly tied to commodity prices, and high consolidated leverage.”

such that debt to EBITDA remains above 5.5x and 7.0x on a

The rating is restrained by business line

Equity Ownership Summary

Overview of CMLP

Includes 6,190,469 Class D Units and 1,112,674 GP units

Source: NASDAQ National Markets as of March 28, 2013

34

Institutional

Top 10:

Kayne Anderson Capital Advisors LP

5,807,677

9.5%

Tortoise Capital Advisors LLC

2,676,178

4.4%

ClearBridge Investments LLC

2,481,349

4.1%

Center Coast Capital Advisors LP

2,463,613

4.0%

Tiverton Asset Management LLC

600,000

1.0%

JPMorgan Securities LLC

512,084

0.8%

UBS Global Asset Management

279,425

0.5%

Advisors Asset Management, Inc.

159,065

0.3%

Wells Fargo Advisors LLC

115,524

0.2%

Fidelity Management & Research Co.

95,332

0.2%

Other

888,299

1.5%

Total Institutional Ownership

16,078,546

26.3%

Insiders

First Reserve Corp.

27,135,412

44.4%

Other

448,596

0.7%

Total Insiders

27,584,008

45.2%

Retail / Other

17,405,513

28.5%

Total

Units

Outstanding

(1)

61,068,067

100.0%

Short

Interest

(2)

639,653

1.0%

Current Unitholders

Units

% of Total

(1)

Confidential

DRAFT

Source: FactSet

(1)

(2)

Confidential

DRAFT   

Overview of CMLP

35

CMLP Management Financial Projections –

Assumptions

The CMLP Management Financial Projections as provided by CMLP management and utilized herein by Evercore, incorporate

the following assumptions:

–

Marcellus volumes are expected to increase 101.2% year-over-year from 227.2 MMcfd in 2012A to 457.1 MMcfd in

2013E based on Antero’s volume forecast provided to CMLP management

–

Barnett rich natural gas volumes are expected to increase 32.2% year-over-year from 163.5 MMcfd in 2012A to 216.1

MMcfd in 2013E based on a full year contribution from Devon and increasing offload point volumes from Empire

Pipeline Corporation (“Empire”)

Empire is as a natural gas utility serving Parker, western Tarrant, northern Hood and western Johnson Counties,

Texas operating over 240 miles of low-pressure gathering and transmission pipeline

–

Barnett

dry

natural

gas

volumes

are

expected

to

decline

by

12.5%

year-over-year

from

268.4

MMcfd

in

2012A

to 234.9

MMcfd in 2013E due to limited anticipated 2013E drilling activity and no well completions by Quicksilver

–

Fayetteville

dry

natural

gas

volumes

are

expected

to

increase

by

12.9%

year-over-year

from

86.7

MMcfd

in

2012A to 97.9

MMcfd in 2013E due to 23 new BHP wells expected to be connected to the CMLP gathering system

–

Rich natural gas volumes from the Marcellus, Barnett, Granite Wash and Avalon are expected to grow at a 5-year

compound annual growth rate (“CAGR”) of 10.9% based on forecasts provided by producers and management’s

estimates of drilling activity corresponding to current 5-year commodity strip pricing

–

Dry natural gas volumes are expected to grow at a 5-year CAGR of 11.6% based on management’s estimate of two to

three rigs working in the Fayetteville Shale for BHP beginning in 2014E, one to two rigs working in the Barnett Shale

beginning in 2014E and an average of one half of one rig per year working in the Haynesville beginning in 2014E

–

Operations and maintenance expenses were derived from a bottom-up forecast provided by CMLP operations managers

2013E includes full-year expenses for CMM, West Johnson County and Enerven assets and a partial year of

expenses for new Marcellus compressor stations in addition to the incremental costs of 18 new full time employees

Fixed costs assumed to increase at 3% per year after 2013E

Overview of CMLP

36

–

General and administrative expenses were also derived from a bottom-up forecast provided by CMLP operations

managers

2013E includes incremental costs for 23 additional full-time employees and additional equity compensation and

amortization expenses

General and administrative expenses assumed to increase at

4% per annum after 2013E

–

Similarly, 2013E maintenance and growth capital expenditure estimates were also derived from a bottom-up forecast

provided by CMLP operations managers and include:

2013E

maintenance

capital

expenditures

are

projected

to

be

$9.3

million

including

compressor

overhauls

and

a

new

compressor

warehouse

–

Five

year

maintenance

capital

expenditures

based

on

2013E

budget

and

consist

primarily

of

compressor

overhauls

2013E

growth

capital

expenditures

are

projected

to

be

$126.8

million

and

include

$77.1

million

of

new

pipeline

and

compressor

stations

in

the

Marcellus,

$22.0

million

for

the

West

Union

Compressor

Station

in

Doddridge

County,

West

Virginia,

$5.1

million

for

the

upgrade

of

Enerven

compressor

stations

with

the

remaining

$22.7

million

primarily

related

to

new

well

connections

–

Five year growth capital expenditures based on forecasted well connections and associated pipeline capital

projects, as well as additional Marcellus compressor stations and Fayetteville and Granite Wash facility

expansions

Excludes potential other growth capital expenditure opportunities, including:

–

The potential acquisition of RKI Exploration & Production, LLC’s (“RKI”) 50.0% non-operating interest in

the Jackalope Gas Gathering System (“JGGS”) in the Niobrara Basin, and the further development of that

system for $199.1 million in 2013E

–

The potential acquisition of 41 miles of high-pressure pipeline and two compressor stations in the Marcellus

from MarkWest Energy Partners, L.P. (the “MarkWest Marcellus Bolt-On Acquisition”) for $125 million

–

The

potential

acquisition

of

certain

pipeline

assets

pursuant

to

CMM’s

seven-year

right

of

first

offer

to

acquire

any

midstream

assets

sold

by

Antero

in

an

area

of

approximately

100,000

acres

adjacent

to

Antero’s

current

area

of

dedication

(“Antero

Western

AOD

Acquisition”)

for

$250

million

CMLP

Management

Financial

Projections

–

Assumptions

(cont’d)

DRAFT

Confidential

Confidential

DRAFT

–

Growth capital expenditures to be financed with revolver borrowings at an interest rate of 3.60%, 3.75%,

4.50%, 5.00% and 5.50% in 2013E, 2014E, 2015E, 2016E and 2017E, respectively

–

Assumes CMLP’s Class D Units distributions are paid in-kind with additional Class D Units until conversion

into 6.8 million CMLP common units in March 2014 on a one-for-one basis

–

$200.0 million senior note offering on June 30, 2014 assumed to be issued at an 8.0% interest rate with

proceeds utilized to reduce borrowings from CMLP’s revolving credit facility

–

Distribution per LP unit of $2.07 and $2.15 in 2013E and 2014E, respectively, and a target 10.0% distribution

per LP unit growth rate in 2015E, 2016E and 2017E

–

No interest income on cash balances

Overview of CMLP

37

CMLP Management Financial Projections –

Assumptions (cont’d)

Assumes CMLP yield of 9.0%, 8.5%, 8.0% and 7.5% in the first, second, third and fourth quarter of

2013E, respectively

LP distribution coverage of 1.10x, 1.10x and 1.06x for 2015E, 2016E and 2017E, respectively

2013E

Growth

Capital

Expenditures

–

Summary

38

Overview of CMLP

Source: CMLP management

($ in millions)

For the Quarter Ending

Fiscal Year

Budgeted Growth Capital Expenditures

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

Marcellus:

Zinnia Mainlines

$--

$30.1

$7.1

$--

$37.2

Perkins/Morgan Stations

5.0

12.7

6.4

4.9

29.0

Other Marcellus Laterals

--

3.5

6.7

0.7

10.9

Enerven Engine Upgrades

1.3

2.5

1.3

--

5.1

Mackey Wolfe Lateral

1.8

1.8

--

--

3.6

West Union Station

14.7

3.8

0.4

3.1

22.0

Total Marcellus

$22.8

$54.4

$21.9

$8.7

$107.8

Barnett

1.8

2.4

3.7

2.5

10.4

Fayetteville

0.8

0.2

0.9

--

1.9

Granite Wash

1.5

--

--

--

1.5

Haynesville

0.1

0.3

--

--

0.4

Avalon

--

--

--

--

--

Corporate (Oracle/SAP)

0.2

2.2

1.2

1.2

4.8

Total Budgeted Growth Capital Expenditures

$27.2

$59.5

$27.7

$12.4

$126.8

Upside Growth Capital Expenditures

Q1 2013

Q2 2013

Q3 2013

Q4 2013

2013E

RKI Niobrara Development

$91.5

$12.0

$47.8

$47.8

$199.1

MarkWest Marcellus Bolt-On Acquisition

--

125.0

--

--

125.0

Antero Western AOD Acquisition

--

--

250.0

--

250.0

Identified Incremental Capital Expenditures

$91.5

$137.0

$297.8

$47.8

$574.1

Total Potential Capital Expenditures (Budget + Potential)

$118.7

$196.5

$325.5

$60.2

$700.9

Confidential

DRAFT

CMLP Management Financial Projections

39

Overview of CMLP

The

following

sets

forth

selected

operating

projections

provided

by

CMLP

management

utilized

in

deriving

the

CMLP Management Financial Projections herein:

Confidential

DRAFT

For the Year Ended December 31,

For the Years Ending December 31,

CAGR

2010A

2011A

2012A

2013E

2014E

2015E

2016E

2017E

2013E -

2017E

Gathering Volumes (MMcfd)

Barnett Rich

129.5

143.9

163.5

216.1

211.6

210.6

212.9

215.9

(0.0%)

Granite Wash

--

16.6

17.6

29.7

46.1

58.4

66.4

72.1

24.8%

Avalon

--

11.5

9.0

6.8

5.2

4.3

3.6

3.1

(17.4%)

Marcellus

--

--

227.2

457.1

572.5

692.0

740.5

783.3

14.4%

Total Rich Gathering Volumes

129.5

172.0

417.2

709.7

835.3

965.3

1,023.4

1,074.4

10.9%

Barnett Dry

213.8

329.7

268.4

234.9

256.6

275.7

277.8

283.2

4.8%

Fayetteville

--

85.2

86.7

97.9

117.1

160.6

205.7

235.7

24.6%

Haynesville

--

60.1

50.5

33.6

32.4

42.4

46.0

48.9

9.8%

Total Dry Gathering Volumes

213.8

475.0

405.6

366.4

406.1

478.8

529.5

567.8

11.6%

Total Gathering

343.3

647.0

822.8

1,076.1

1,241.5

1,444.0

1,552.9

1,642.2

11.1%

Processing Volumes (MMcfd)

Barnett

127.8

131.8

155.7

207.0

202.6

201.6

203.8

206.8

(0.0%)

Granite Wash

--

12.3

17.5

29.4

45.6

57.8

65.7

71.3

24.8%

Total Processing Volumes

127.8

144.1

173.2

236.4

248.2

259.4

269.6

278.1

4.1%

Compression Volumes (MMcfd)

Marcellus

--

--

6.4

331.8

543.9

702.9

752.0

794.8

24.4%

Well Connections

Barnett Rich

NA

NA

43.0

60.0

68.0

68.0

68.0

68.0

Granite Wash

NA

NA

5.0

10.0

16.0

16.0

15.0

15.0

Avalon

NA

NA

--

--

--

--

--

--

Marcellus

NA

NA

60.0

65.0

102.0

69.0

73.0

73.0

Total Rich Well Connections

NA

NA

108.0

135.0

186.0

153.0

156.0

156.0

Barnett Dry

NA

NA

23.0

8.0

41.0

35.0

32.0

32.0

Fayetteville

NA

NA

18.0

23.0

35.0

60.0

60.0

60.0

Haynesville

NA

NA

1.0

--

5.0

5.0

5.0

5.0

Total Dry Well Connections

NA

NA

42.0

31.0

81.0

100.0

97.0

97.0

Total Well Connections

NA

NA

150.0

166.0

267.0

253.0

253.0

253.0

CMLP Management Financial Projections (cont’d)

($ in millions)

40

Overview of CMLP

The following sets forth the CMLP Management Financial Projections utilized by Evercore in its analysis herein:

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Revenue, Less Purchases:

Barnett Rich

$90.5

$93.7

$101.5

$108.4

$115.1

Granite Wash

5.9

10.2

14.0

16.5

18.4

Avalon

0.4

0.3

0.3

0.2

0.2

Marcellus

69.9

100.1

127.6

140.4

152.3

Total Rich Natural Gas Revenue

$166.7

$204.3

$243.3

$265.6

$285.9

14.4%

Barnett Dry

49.5

52.5

59.1

62.4

65.8

Fayetteville

30.6

36.5

49.7

66.1

78.2

Haynesville

5.3

5.6

7.9

8.2

9.0

Total Dry Natural Gas Revenue

$85.4

$94.7

$116.7

$136.7

$153.0

15.7%

Total Revenue, Less Purchases

$252.1

$299.0

$360.0

$402.3

$439.0

14.9%

Operating Expense:

CMLP Operating Expense

$42.9

$44.9

$48.6

$51.7

$54.1

CMM Operating Expense

7.9

9.8

10.6

10.9

11.2

Total Operating Expense

$50.8

$54.7

$59.2

$62.6

$65.3

6.5%

General and Administrative Expense:

CMLP General and Administrative Expense

$25.4

$26.4

$27.4

$28.5

$29.7

CMM General and Administrative Expense

2.9

3.0

3.2

3.3

3.4

Total General and Administrative Expense

28.3

29.4

30.6

31.8

33.1

4.0%

Plus: Other Corporate Adjustments

0.3

--

--

--

--

Adjusted EBITDA

$173.3

$214.8

$270.3

$307.9

$340.6

18.4%

Confidential

DRAFT

Confidential

DRAFT

CMLP Management Financial Projections (cont’d)

($ in millions, except per unit amounts)

41

Overview of CMLP

The following sets forth the CMLP Management Financial Projections utilized by Evercore in its analysis herein:

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E -

2017E

Distributable Cash Flow

Adjusted EBITDA

$173.3

$214.8

$270.3

$307.9

$340.6

18.4%

Less: Cash Interest Expense, net

(43.0)

(52.4)

(62.8)

(67.6)

(72.8)

Less: Maintenance Capital Expenditures

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

Plus: Non-Cash Equity Compensation

3.8

4.5

4.7

4.9

5.2

Distributable Cash Flow

$124.7

$159.8

$204.5

$236.3

$261.1

20.3%

Distributed Cash Flow

Common Units (Public)

$70.6

$73.3

$80.6

$88.7

$97.6

Common Units (Crestwood Holdings)

40.7

57.0

62.7

69.0

75.9

GP

22.2

30.3

43.3

57.7

73.4

Total

$133.5

$160.6

$186.7

$215.4

$246.9

16.6%

% to GP

16.6%

18.9%

23.2%

26.8%

29.7%

GP IDRs

$20.1

$27.6

$40.4

$54.5

$69.9

Weighted Average LP Units Outstanding

60.2

60.6

60.6

60.6

60.6

DCF / LP Unit

$1.99

$2.14

$2.51

$2.78

$2.98

10.7%

Distribution / LP Unit

$2.07

$2.15

$2.37

$2.60

$2.86

8.4%

LP Coverage

0.96x

1.00x

1.06x

1.07x

1.04x

Total Coverage

0.93x

0.99x

1.10x

1.10x

1.06x

Distributable Cash Flow Surplus / (Shortfall)

($8.7)

($0.9)

$17.8

$20.9

$14.2

CMLP Management Financial Projections (cont’d)

($ in millions)

42

The

following

sets

forth

the

funding

assumptions

utilized

in

the

CMLP

Management

Financial

Projections

and

CMLP’s

resulting capital structure and credit statistics

Overview of CMLP

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued (Public)

$119.0

$--

$--

$--

$--

Equity Issued (Crestwood Holdings)

--

--

--

--

--

GP Contribution (Crestwood Holdings)

--

--

--

--

--

Class D Units Issued for Acquisition of 65.0% of CMM

129.0

--

--

--

--

Revolver Draw for Acquisition of 65.0% of CMM

129.0

--

--

--

--

CMM Debt Issued

32.1

45.0

40.0

40.0

40.0

CMLP Debt Issued/(Repaid), net of Surplus/(Shortfall)

49.8

69.3

14.0

10.7

9.0

DCF Surplus / (Shortfall)

(8.7)

(0.9)

17.8

20.9

14.2

Contribution from CMLP to CMM

50.0

--

--

--

--

Less: Financing Fees

(0.5)

--

--

--

--

Total Funding

$499.6

$113.4

$71.8

$71.7

$63.3

Debt Issued/(Repaid), net of Surplus/(Shortfall)

$92.3

$114.3

$54.0

$50.7

$49.0

Total Equity Issued

248.0

--

--

--

--

Uses:

Acquisition of 65.0% of CMM

$258.0

$--

$--

$--

$--

Debt Paydown from 5.175 MM Units Issuance

118.5

--

--

--

--

(Increase) / Decrease in Working Capital

(3.7)

5.3

--

--

--

Growth Capital Expenditures

126.8

108.1

71.8

71.7

63.3

Total Uses

$499.6

$113.4

$71.8

$71.7

$63.3

Credit Statistics

Debt / Adjusted EBITDA

4.8x

4.4x

3.7x

3.4x

3.2x

Net Debt / Adjusted EBITDA

4.8x

4.4x

3.7x

3.4x

3.2x

Capital Structure

Cash

$0.1

$0.1

$0.1

$0.1

$0.1

Total Debt

826.0

940.3

994.4

1,045.1

1,094.1

Net Debt

$825.9

$940.2

$994.3

$1,045.0

$1,094.0

Confidential

DRAFT

Overview of CMLP

43

CMLP Management Financial Projections Comparison to Wall Street Research Estimates

The

following

sets

forth

a

comparison

of

the

CMLP

Management

Financial

Projections

and

Wall

Street

Research

consensus

estimates

EBITDA

Distribution per LP Unit

DCF per LP Unit

$2.07 $2.07

$2.15 $2.15

$2.37

$2.60

$2.86

$2.26

$2.35

$2.43

$--

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

2013E

2014E

2015E

2016E

2017E

CMLP Management Financial Projections

Wall Street Research

Distribution Coverage

0.93x

0.99x

1.10x

1.10x

1.06x

0.98x

1.07x

1.27x

1.38x

1.47x

--

0.20x

0.40x

0.60x

0.80x

1.00x

1.20x

1.40x

1.60x

2013E

2014E

2015E

2016E

2017E

CMLP Management Financial Projections

Wall Street Research

$173.3

$214.8

$270.3

$307.9

$340.6

$179.1

$229.5

$296.3

$370.1

$446.5

$--

$100.0

$200.0

$300.0

$400.0

$500.0

2013E

2014E

2015E

2016E

2017E

CMLP Management Financial Projections

Wall Street Research

$1.99

$2.14

$2.51

$2.78

$2.98

$2.05

$2.24

$2.64

$2.93

$3.19

$--

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

2013E

2014E

2015E

2016E

2017E

CMLP Management Financial Projections

Wall Street Research

($ in millions, except per unit amounts)

DRAFT

Confidential

Wall Street Research vs. CMLP Management Financial Projections

44

Overview of CMLP

Barclays - February 28, 2013 (Price Target: $27.00)

CMLP Management Financial Projections

Difference: Research vs. CMLP

For the Years Ending December 31,

For the Years Ending December 31,

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

2013E

2014E

2015E

2016E

2017E

2013E

2014E

2015E

2016E

2017E

Adjusted EBITDA

$177.5

$257.7

$306.8

$358.5

NA

$173.3

$214.8

$270.3

$307.9

$340.6

$4.2

$42.9

$36.5

$50.6

NA

Less: Cash Interest Expense, net

(50.7)

(68.7)

(76.8)

(84.9)

NA

(43.0)

(52.4)

(62.8)

(67.6)

(72.8)

(7.7)

(16.3)

(14.0)

(17.3)

NA

Less: Maintenance Capital Expenditures

(10.0)

(14.0)

(16.8)

(19.8)

NA

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

(0.7)

(6.8)

(9.1)

(10.9)

NA

Plus: Other

4.0

4.0

4.0

4.0

NA

3.8

4.5

4.7

4.9

5.2

0.2

(0.5)

(0.7)

(0.9)

NA

Distributable Cash Flow

$120.8

$179.0

$217.2

$257.8

NA

$124.7

$159.8

$204.5

$236.3

$261.1

($3.9)

$19.2

$12.7

$21.5

NA

DCF / LP Unit

$2.10

$2.21

$2.45

$2.70

NA

$1.99

$2.14

$2.51

$2.78

$2.98

$0.11

$0.07

($0.06)

($0.08)

NA

Distribution / LP Unit

$2.09

$2.17

$2.26

$2.35

NA

$2.07

$2.15

$2.37

$2.60

$2.86

$0.02

$0.02

($0.11)

($0.25)

NA

Growth Capital Expenditures / Acquisitions

$583.0

$300.0

$300.0

$300.0

NA

$126.8

$108.1

$71.8

$71.7

$63.3

$456.2

$191.9

$228.2

$228.4

NA

Wells Fargo - February 28, 2013 (Price Target: $25.00 - $27.00)

CMLP Management Financial Projections

Difference: Research vs. CMLP

For the Years Ending December 31,

For the Years Ending December 31,

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

2013E

2014E

2015E

2016E

2017E

2013E

2014E

2015E

2016E

2017E

Adjusted EBITDA

$178.6

$248.8

$316.4

$381.6

$446.5

$173.3

$214.8

$270.3

$307.9

$340.6

$5.3

$34.0

$46.1

$73.7

$105.9

Less: Cash Interest Expense, net

(54.2)

(71.5)

(85.3)

(105.7)

(127.2)

(43.0)

(52.4)

(62.8)

(67.6)

(72.8)

(11.2)

(19.1)

(22.5)

(38.1)

(54.4)

Less: Maintenance Capital Expenditures

(9.7)

(13.1)

(16.6)

(20.0)

(23.3)

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

(0.4)

(5.9)

(8.9)

(11.1)

(11.5)

Plus: Other

8.3

8.3

8.3

8.3

8.3

3.8

4.5

4.7

4.9

5.2

4.5

3.8

3.6

3.4

3.1

Distributable Cash Flow

$122.9

$172.5

$222.8

$264.2

$304.3

$124.7

$159.8

$204.5

$236.3

$261.1

($1.8)

$12.7

$18.3

$27.9

$43.2

DCF / LP Unit

$1.84

$2.15

$2.50

$2.65

$2.77

$1.99

$2.14

$2.51

$2.78

$2.98

($0.15)

$0.01

($0.01)

($0.13)

($0.21)

Distribution / LP Unit

$2.07

$2.10

$2.20

$2.32

$2.43

$2.07

$2.15

$2.37

$2.60

$2.86

($0.00)

($0.05)

($0.17)

($0.28)

($0.43)

Growth Capital Expenditures / Acquisitions

$375.0

$375.0

$375.0

$375.0

$375.0

$126.8

$108.1

$71.8

$71.7

$63.3

$248.2

$266.9

$303.2

$303.4

$311.8

RBC - February 27, 2013 (Price Target: $26.00)

CMLP Management Financial Projections

Difference: Research vs. CMLP

For the Years Ending December 31,

For the Years Ending December 31,

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

2013E

2014E

2015E

2016E

2017E

2013E

2014E

2015E

2016E

2017E

Adjusted EBITDA

$180.7

$229.0

NA

NA

NA

$173.3

$214.8

$270.3

$307.9

$340.6

$7.4

$14.2

NA

NA

NA

Less: Cash Interest Expense, net

(45.4)

(55.3)

NA

NA

NA

(43.0)

(52.4)

(62.8)

(67.6)

(72.8)

(2.4)

(2.9)

NA

NA

NA

Less: Maintenance Capital Expenditures

(10.0)

(12.6)

NA

NA

NA

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

(0.7)

(5.4)

NA

NA

NA

Plus: Other

4.1

4.1

NA

NA

NA

3.8

4.5

4.7

4.9

5.2

0.3

(0.4)

NA

NA

NA

Distributable Cash Flow

$129.4

$165.2

NA

NA

NA

$124.7

$159.8

$204.5

$236.3

$261.1

$4.7

$5.4

NA

NA

NA

DCF / LP Unit

$2.23

$2.27

NA

NA

NA

$1.99

$2.14

$2.51

$2.78

$2.98

$0.24

$0.13

NA

NA

NA

Distribution / LP Unit

$2.04

$2.14

NA

NA

NA

$2.07

$2.15

$2.37

$2.60

$2.86

($0.03)

($0.01)

NA

NA

NA

Growth Capital Expenditures / Acquisitions

NA

NA

NA

NA

NA

$126.8

$108.1

$71.8

$71.7

$63.3

NA

NA

NA

NA

NA

Wall Street Research Analyst

CMLP Management Financial Projections Comparison

($

in

millions,

except

per

unit

amounts)

Confidential

DRAFT

IV.

Indicative Valuation of CMLP

DRAFT

Valuation Methodologies

Utilizing the following methodologies, Evercore analyzed the value of CMLP common units

45

Indicative Valuation of CMLP

Methodology

Description

Metrics/Assumptions

Values CMLP common units based on the concepts of the time

value of money

Utilizing the CMLP Management Financial Projections as

previously reviewed herein, Evercore:

–

Utilized varying weighted average cost of capital

(“WACC”) discount rates and applied various

perpetuity growth rates to derive after-tax valuation

ranges for CMLP

–

Calculated terminal values based on a range of

multiples of EBITDA derived from precedent

transactions as well as assumed perpetuity growth

rates

Tax depreciation based on schedule provided by CMLP management

EBITDA exit multiple of 9.0x to 11.0x and a perpetuity growth rate of 0.5% to 1.5%

For the terminal value, tax depreciation assumed to be equal to maintenance capital

expenditures

Weighted average cost of capital based on mid-point of the Capital Asset Pricing Model

(“CAPM”)

Tax rate of 35.0% based on unitholders’

tax rates

Discounted the projected cash flows to the assumed July 1, 2013 effective date

Values the CMLP common units based on the concepts of the time

value of money

Utilizing projected distributions per unit from the CMLP

Management Financial Projections as previously reviewed herein,

Evercore:

–

Utilized varying total expected market return discount

rates and calculated a terminal value based on various

terminal exit yields

Terminal exit yield range of 7.0% to 10.0%

Cost of equity of 8.5% to 9.5% based on the Capital Asset Pricing Model utilizing betas

from selected publicly-traded peers

Cost of equity of 13.5% to 14.5% based on the expected market total return of selected

publicly-traded peers

Valuation for the CMLP common units based on multiples of

transaction value to EBITDA in historical transactions involving

other natural gas gathering and processing assets

Based on transaction value / EBITDA

Enterprise value / EBITDA multiples applied to 2013E and 2014E EBITDA with the

resulting value discounted at an 8.0% discount rate, the midpoint of the weighted average

cost of capital range based on the assumed July 1, 2013 effective date

Growth capital expenditures discounted at an 8.0% discount rate

Peer Group Trading

Analysis

Valuation for the CMLP common units based on current market

enterprise value multiples of relevant EBITDA for selected

comparable publicly-traded entities

Enterprise value / EBITDA multiples applied to 2013E EBITDA and 2014E EBITDA

Valuation for the CMLP common units based historical premiums

paid in MLP unit-for-unit transactions

Median 1-Day, 5-Day, 30-Day and 52-Week high premiums paid applied to relevant

CMLP unit prices

Valuation for the CMLP common units based on historical

exchange ratio between CMLP unit prices and NRGM unit prices

30-Day, 60-Day and 90-Day High exchange ratio applied to NRGM current unit price

Valuation for the CMLP common units based on the most recent

research analyst price targets of firms covering CMLP

Research

price

targets

from:

Barlcays,

Hilliard

Lyons,

Ladenburg

Thalmann,

RBC,

Simmons and Wells Fargo

Discounted Cash Flow

Analysis:

Financials Projections

Discounted Cash Flow

Analysis:

Projected Distribution per

Unit

Precedent M&A

Transaction Analysis

Premiums Paid Analysis

Historical Unit Price

Trading Ratio

Wall Street Research Price

Targets

Confidential

DRAFT

Current

Price: $24.97

Summary Valuation –

CMLP Common Unit

46

Indicative Valuation of CMLP

Discounted Cash Flow Analysis

Precedent M&A

Peer Group

Premiums Paid

Historical Unit Price

Wall Street Reseach

Financial Projections

Distribution per Unit

Transactions

Trading

Analysis

Trading Analysis

Price Targets

7.5% -

8.5% WACC

7.0% -

10.0% Terminal Exit Yield

2013E EBITDA: $173.3 MM

2013E EBITDA: $173.3 MM

Median 1-Day Premium: 18.0%

30-Day Unit Price Trading Ratio: 1.05x

Barclays

2017E EBITDA

Perpetuity

8.5% -

9.5% CAPM

9.0x -12.5x EBITDA Multiple

10.5x -13.5x EBITDA Multiple

Median 5-Day Premium: 17.4%

60-Day Unit Price Trading Ratio: 1.03x

Hilliard Lyons

Exit Multiple of

Growth Rate of

Equity Discount Rate

2014E EBITDA: $214.8 MM

2014E EBITDA: $214.8 MM

Median 30-Day Premium: 21.8%

90-Day Unit Price Trading Ratio: 1.05x

Simmons

9.0x -11.0x

0.5% -

1.5%

13.5% -14.5% Expected Market Return

9.0x -12.5x EBITDA Multiple

9.0x -12.0x EBITDA Multiple

Median 52-Week High Premium: 0.7%

Ladenburg Thalmann

Equity Discount Rate

Growth Capital Expenditures

Wells Fargo

Discounted @ 8.0%

$25.94

$23.70

$10.90

$16.81

$27.98

$23.53

$26.00

$39.91

$37.49

$23.79

$29.16

$30.83

$23.98

$32.50

$--

$5.00

$10.00

$15.00

$20.00

$25.00

$30.00

$35.00

$40.00

$45.00

$50.00

$55.00

$60.00

Indicative Value of CMLP Common Unit Assuming

the CMLP Management Financial Projections

DRAFT

Confidential

47

Indicative Valuation of CMLP

Evercore utilized a DCF Analysis based on the following assumptions:

–

Effective date of July 1, 2013

–

EBITDA and capital expenditures through December 31, 2017E per the CMLP Management Financial

Projections as previously reviewed herein

–

A 35.0% tax rate

–

Tax depreciation based on schedule provided by CMLP management

–

Mid-point

discount

rate

of

8.0%

utilizing

a

weighted

average

cost

of

capital

based

on

CAPM

–

Terminal value based on both: (i) a 9.0x to 11.0x EBITDA exit multiple and (ii) a 0.5% to 1.5% perpetuity

growth rate

Confidential

DRAFT

Discounted Cash Flow Analysis – Assumptions

Tax depreciation is set equal to maintenance capital expenditures in perpetuity

Confidential

DRAFT

(1)

Assumes tax depreciation equal to maintenance capital expenditures in perpetuity

48

Indicative Valuation of CMLP

For the Six

Months Ending

Terminal Value

December 31,

For the Years Ending December 31,

EBITDA

Perpetuity

2013E

2014E

2015E

2016E

2017E

Exit Multiple

Growth Rate

(1)

EBITDA

$116.4

$214.8

$270.3

$307.9

$340.6

$340.6

$340.6

Less: Tax DD&A

(89.2)

(164.8)

(164.8)

(114.3)

(103.5)

(11.8)

EBIT

$27.2

$50.0

$105.5

$193.5

$237.1

$328.7

Less: Taxes @ 35.0%

(9.5)

(17.5)

(36.9)

(67.7)

(83.0)

(115.1)

EBIAT

$17.7

$32.5

$68.6

$125.8

$154.1

$213.7

Plus: Tax DD&A

89.2

164.8

164.8

114.3

103.5

11.8

Less: Maintenance Capital Expenditures

(3.6)

(7.2)

(7.7)

(8.9)

(11.8)

(11.8)

Less: Growth Capital Expenditures

(44.9)

(108.1)

(71.8)

(71.7)

(63.3)

--

Unlevered FCF

$58.4

$82.0

$153.8

$159.6

$182.5

$213.7

Terminal Value Multiple/Growth Rate

10.0x

1.0%

PV of Terminal Value @ 8.0%

$2,408.9

$2,180.6

Plus: Present Value of Unlevered FCF

Implied Enterprise Value

$2,934.9

-

$2,706.6

Less: Debt as of July 1, 2013

Plus: Cash as of July 1, 2013

Implied Equity Value

$2,147.5

-

$1,919.3

Total Units Outstanding as of July 1, 2013

Implied Unit Price

$34.98

-

$31.26

526.0

(787.4)

0.0

61.4

WACC

Perpetuity Growth Rate

$31.3

0.0%

0.5%

1.0%

1.5%

2.0%

7.0%

$32.61

$35.63

$39.15

$43.31

$48.30

7.5%

29.35

31.93

34.90

38.36

42.46

8.0%

26.51

28.73

31.26

34.18

37.59

8.5%

24.01

25.94

28.12

30.61

33.48

9.0%

21.80

23.48

25.37

27.52

29.97

WACC

EBITDA Multiple

$35.0

8.0x

9.0x

10.0x

11.0x

12.0x

7.0%

$28.67

$32.76

$36.85

$40.94

$45.03

7.5%

27.89

31.90

35.90

39.91

43.92

8.0%

27.13

31.06

34.98

38.90

42.83

8.5%

26.39

30.23

34.08

37.92

41.76

9.0%

25.67

29.43

33.20

36.96

40.73

Discounted Cash Flow Analysis

($ in millions, except per unit amounts)

Perpetuity Growth Rate Sensitivities

EBITDA Exit Multiple Sensitivities

Summary Results

Indicative Valuation of CMLP

49

(1) CMLP 52-week yield range of 6.89% to 9.74%, with an average yield of 8.32%

The analysis below sets forth CMLP’s projected annual distribution per unit based on the CMLP Management Financial 

Projections for the six months ending December 31, 2013E and for

the years ending December 31, 2014E, 2015E, 2016E 

and 2017E and a terminal value based on an CMLP yield range of 7.0% to 10.0% discounted at a cost of equity for CMLP

ranging between 8.5% and 9.5% based on CAPM and 13.5% to 14.5% based on the total expected market return (as detailed

in the Appendix)

Discounted

Cash

Flow

Analysis

–

CMLP

Common

Units

Confidential

DRAFT

For the Six

Months Ending

December 31,

For the Years Ending December 31,

Terminal Value

2013E

2014E

2015E

2016E

2017E

Low

High

CMLP Standalone Distribution per LP Unit

$1.09

$2.15

$2.37

$2.60

$2.86

$2.86

Terminal Yield

(1)

10.00%

-

7.00%

Terminal Value

$28.63

-

$40.90

Equity Cost of Capital Based on CAPM

PV @ 8.0% of Value per CMLP Common Unit

$29.51

-

$38.19

PV @ 8.5% of Value per CMLP Common Unit

29.00

-

37.50

PV @ 9.0% of Value per CMLP Common Unit

28.50

-

36.82

PV @ 9.5% of Value per CMLP Common Unit

28.01

-

36.16

PV @ 10.0% of Value per CMLP Common Unit

27.53

-

35.52

Implied CMLP Common Unit Value Range

$28.01

-

$37.50

Equity Cost of Capital Based on Total Expected Market Return

PV @ 13.0% of Value per CMLP Common Unit

$24.89

-

$31.97

PV @ 13.5% of Value per CMLP Common Unit

24.49

-

31.43

PV @ 14.0% of Value per CMLP Common Unit

24.09

-

30.89

PV @ 14.5% of Value per CMLP Common Unit

23.70

-

30.37

PV @ 15.0% of Value per CMLP Common Unit

23.33

-

29.87

Implied CMLP Common Unit Value Range

$23.70

-

$31.43

Implied Unit Price

$23.70

-

$37.50

50

Source: Public filings and Wall Street research

Indicative Valuation of CMLP

Precedent M&A Transactions

($ in millions)

Date

Transaction

EBITDA

Announced

Acquiror/Target (Seller)

Value ($MM)

Multiple

04/13

Atlas Pipeline Partners, L.P. / TEAK Midstream, L.L.C.

$1,000.0

17.5x

02/13

Regency Energy Partners LP / Southern Union Gathering Company, LLC (Southern Union Company)

1,429.0

16.1

02/13

Western Gas Partners, LP / 33.75% Interest in Liberty and Rome Gas Gathering Systems (Anadarko Petroleum Corporation)

490.0

7.6

02/13

Western Gas Partners, LP / 33.75% Interest in Larry's Creek, Seely and Warrensville Gas Gathering Systems (Chesapeake Energy Corporation)

133.5

9.7

02/13

DCP Midstream Partners LP / Additional 47.0% Interest in Eagle Ford Joint Venture and Additional Interest in the Goliad Plant (DCP Midstream LLC)

856.0

NA 

01/13

Summit Midstream Partners / Bear Tracker Energy, LLC

513.0

9.2

01/13

Crestwood Midstream Partners / 65.0% Interest in Crestwood Marcellus Midstream LLC (Crestwood Holdings Partners LLC)

258.0

8.9

11/12

Targa Resources Partners LP / Saddle Butte Pipeline, LLC

950.0

11.5

11/12

Atlas Pipeline Partners, L.P. / Cardinal Midstream L.L.C.

600.0

10.0

08/12

Eagle Rock Energy Partners/Sunray and Hemphill processing plants

and associated 2,500 mile gathering system (BP America Production Co.)

227.5

9.5

07/12

Crestwood Midstream Partners LP / West Johnson County Gathering and Processing Assets in the Barnett Shale (Devon Energy Corporation)

90.0

NA 

06/12

CenterPoint Energy, Inc.  / 50% Interest in Waskom Gas Processing and Other Gathering and Processing Assets (Martin Midstream Partners L.P.)

275.0

10.9

05/12

MarkWest Energy Partners, L.P.  / Keystone Midstream Services, LLC  (Stonehenge Energy Resources, L.P., Rex Energy Corporation, Sumitomo Corporation)

512.0

28.4

04/12

PennVirginia Resource Partners, L.P. / Chief Gathering LLC

1,252.5

13.9

03/12

Williams Partners L.P. / Caiman Eastern Midstream LLC

2,500.0

12.5

01/12

Western Gas Partners L.P. / Red Desert Complex (Anadarko Petroleum Corporation)

483.0

7.0

12/11

Crestwood Midstream Partners LP / Antero Resources' Marcellus Shale Gathering Assets

375.0

11.5

12/11

Plains All American Pipelines, LP / Velocity South Texas Gathering LLC

352.0

43.3

10/11

Kinder Morgan Energy Partners, L.P./SouthTex Treaters

155.0

NA 

10/11

Crestwood Midstream Partners LP/Tristate Sabine, LLC (Energy Spectrum Capital and Zwolle Pipeline, LLC)

73.0

9.4

07/11

Western Gas Partners, LP/Bison Gas Treating Facility (Anadarko Petroleum Corporation)

130.0

8.8

06/11

Sable NGL LLC / Stanley Condensate Recovery Plant and Prairie Rose Pipeline Inc. (EOG Resources, Inc.)

185.0

NA 

05/11

Kinder Morgan Energy Partners, L.P. / 50% Interest in KinderHawk

Field Services and 25% of Eagle Ford Midstream (Petrohawk Energy Corporation)

920.0

NA 

03/11

Energy Transfer Partners, L.P. and Regency Energy Partners LP / Louis Dreyfus Highbridge Energy LLC

1,925.0

11.6

03/11

Anadarko Petroleum Corp / 93% Interest in Wattenburg Processing Plant (BP plc)

575.5

7.5

02/11

Crestwood Midstream Partners / Gathering and Processing assets in the Fayetteville Shale and Granite Wash (Frontier Gas Services, LLC)

338.0

12.5

01/11

MarkWest Energy Partners L.P. / Kentucky Hydro Natural Gas Processing Complex and NGL Pipeline (EQT Corporation)

230.0

12.7

01/11

Western Gas Partners, LP / Fort Lupton Processing Plant and Related Gathering Systems in the DJ Basin (Encana Oil & Gas (USA) Inc.)

303.3

9.3

12/10

Chesapeake Midstream Partners LP / Springridge Natural Gas Gathering System and Related Facilities in the Haynesville Shale

500.0

11.9

11/10

Williams Partners L.P. / Marcellus Midstream Assets in Susquehanna County, Pennslyvania (Cabot Oil & Gas Corporation)

150.0

NA 

11/10

Chevron Corporation / 49% Interest in Laurel Mountain Midstream in Marcellus (Atlas Pipeline Partners, LP)

403.0

NA 

11/10

ArcLight Capital Partners LLC / 9.9% Equity Interest in Enogex (OGE Energy)

183.0

9.5

10/10

Williams Partners L.P. / Gathering and Processing Assets in Colorado's Piceance Basin (Williams Companies, Inc.)

782.0

7.4

10/10

Cardinal Midstream, LLC / Gathering and Processing Assets in the

Arkoma Woodford Shale in Eastern Oklahoma (Antero Resources, LLC)

268.0

9.8

09/10

Targa Resources Partners LP / Venice Energy Services Company (Targa Resources, Inc.)

167.5

7.2

08/10

Targa Resources Partners LP / Versado Gas Processors, L.L.C. (Targa Resources, Inc.)

230.0

5.7

08/10

Regency Energy Partners, L.P. / Zephyr Gas Services

185.0

9.5

08/10

Western Gas Partners, LP / Wattenberg Gathering System & Fort Lupton Processing Plant (Anadarko Petroleum Corporation)

498.0

8.2

07/10

Enbridge Energy Partners, L.P. / Elk City Gathering and Processing System (Atlas Pipeline Partners, LP)

686.1

16.5

06/10

DCP Midstream, LLC / Liberty Gathering System and South Raywood Processing Plant (Ceritas Energy)

79.0

NA 

04/10

Regency Energy Partners LP / 7% Interest in Haynesville Joint Venture Increasing its Total Interest to 49.99% (GE Energy Financial Services)

92.1

NA 

04/10

Kinder Morgan Energy Partners, L.P. / 50% interest in Haynesville Gathering & Treating Business (Petrohawk Energy)

875.0

20.5

04/10

Enterprise Products Partners, L.P. / M2 Midsteam LLC (Yorktown Partners)

1,200.0

15.2

03/10

Targa Resources Partners LP / Sand Hills, Coastal Straddles and Targa Gas Marketing (Targa Resources, Inc.)

420.0

6.0

02/10

Western Gas Partners, LP / Southwest Wyoming Gathering and Processing Assets (Anadarko Petroleum Corporation)

254.4

7.2

Mean

12.0x

Median

9.8

DRAFT

Confidential

51

Source: Public filings and Wall Street research

Indicative Valuation of CMLP

Precedent M&A Transactions (cont’d)

($ in millions, except per unit amounts)

2013E EBITDA

$173.3

Relevant EBITDA Multiple

9.0x

-

12.5x

Implied Enterprise Value Range on December 31, 2013

$1,559.5

-

$2,166.0

Implied Enterprise Value Range on July 1, 2013 @ 8.0% Discount Rate

$1,500.5

-

$2,084.0

Less: Present Value of Q3 2013E and Q4 2013E Growth Capital Expenditures @ 8.0% Discount Rate

(44.0)

Implied Enterprise Value

$1,456.5

-

$2,040.0

2014E EBITDA

$214.8

Relevant EBITDA Multiple

9.0x

-

12.5x

Implied Enterprise Value Range on December 31, 2014

$1,933.3

-

$2,685.1

Implied Enterprise Value Range on July 1, 2013 @ 8.0% Discount Rate

$1,722.3

-

$2,392.1

Less: Present Value of Q3 2013E, Q4 2013E and 2014E Growth Capital Expenditures @ 8.0% Discount Rate

(144.1)

Implied Enterprise Value

$1,578.2

-

$2,247.9

Relevant Range - Enterprise Value

$1,456.5

-

$2,247.9

Less: Debt as of July 1, 2013

(787.4)

Plus: Cash as of July 1, 2013

0.0

Implied Equity Value

$669.1

-

$1,460.6

Total Units Outstanding as of July 1, 2013

61.4

Implied Unit Price

$10.90

-

$23.79

DRAFT

Confidential

Peer Group Trading Analysis

52

Indicative Valuation of CMLP

Source: Public filings

Natural Gas Gathering and Processing

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/19/2013)

Value

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Gathering and Processing MLPs

American Midstream Partners, LP

$17.09

$159.9

$370.1

12.5x

11.6x

10.1%

10.1%

11.0%

2.9%

13.0%

Atlas Pipeline Partners, L.P.

35.55

2,341.9

3,585.6

10.3

8.5

6.5%

7.1%

8.0%

9.9%

16.4%

Access Midstream Partners, L.P.

40.41

7,814.3

10,360.9

12.8

10.0

4.5%

4.9%

5.6%

10.6%

15.0%

Crosstex Energy, L.P.

19.12

1,828.0

2,864.2

12.2

9.3

6.9%

7.3%

7.9%

5.3%

12.2%

DCP Midstream Partners, LP

47.62

2,946.1

4,600.5

12.6

9.2

5.8%

6.0%

6.5%

8.4%

14.2%

MarkWest Energy Partners, L.P.

60.68

9,046.7

11,550.2

16.6

12.2

5.4%

5.7%

6.2%

9.2%

14.6%

Regency Energy Partners LP

26.07

5,360.4

8,213.9

13.1

10.5

7.1%

7.4%

7.9%

5.0%

12.0%

Southcross Energy Partners, L.P.

20.86

520.1

962.3

18.2

16.9

7.7%

8.5%

8.9%

5.0%

12.7%

Summit Midstream Partners, LP

26.92

1,341.0

1,532.4

13.2

10.8

6.1%

6.4%

7.1%

8.0%

14.1%

Targa Resources Partners LP

48.53

5,040.6

7,516.4

11.8

9.2

5.6%

5.9%

6.5%

8.5%

14.1%

Western Gas Partners, LP

58.10

6,231.5

8,029.5

18.3

13.4

3.7%

3.9%

4.5%

11.6%

15.3%

Mean

13.8x

11.1x

6.3%

6.7%

7.3%

7.7%

14.0%

Median

12.8

10.5

6.1%

6.4%

7.1%

8.4%

14.1%

Crestwood Midstream Partners LP

$24.97

$1,524.9

$2,256.4

12.6x

9.8x

8.2%

8.3%

8.6%

4.1%

12.3%

($ in millions, except per unit amounts)

Confidential

DRAFT

Confidential

DRAFT

Peer Group Trading Analysis (cont’d)

($ in millions, except per unit amounts)

53

Indicative Valuation of CMLP

Source: Public filings

CMLP Management Financial Projections

2013E EBITDA

$173.3

Relevant EBITDA Multiple

10.5x

-

13.5x

Implied Enterprise Value

$1,819.4

-

$2,339.3

2014E EBITDA

$214.8

Relevant EBITDA Multiple

9.0x

-

12.0x

Implied Enterprise Value

$1,933.3

-

$2,577.7

Relevant Range -

Enterprise Value

$1,819.4

-

$2,577.7

Less: Debt as of July 1, 2013

(787.4)

Plus: Cash as of July 1, 2013

0.0

Implied Equity Value

$1,032.1

-

$1,790.3

Total Units Outstanding as of July 1, 2013

61.4

Implied Unit Price

$16.81

-

$29.16

Confidential

DRAFT

MLP Merger Premiums

MLP Merger Premiums Paid Analysis

($ in millions, except per unit amounts)

54

Historically, MLP merger premiums have varied widely based on specific considerations with respect to each transaction, with

a range of 2.2% to 31.8% premium to one-day trailing trading price and a mean premium of 18.0%

1-Day

5-Day

30-Day

52-Week High

Current Trading Price

$24.97

$23.83

$25.32

$29.03

Estimated Merger Premium

2.2%

-

31.8%

3.7%

-

33.2%

2.1%

-

40.5%

(13.5%)

-

9.1%

Implied Transaction Price Range

$25.51

-

$32.91

$24.70

-

$31.75

$25.86

-

$35.58

$25.12

-

$31.68

Mean Merger Premium

18.0%

17.4%

21.8%

0.7%

Mean Implied Transaction Price

$29.46

$27.98

$30.83

$29.23

Indicative Valuation of CMLP

Transaction

Premium

Date

Equity

Enterprise

52-Week

Announced

Target

Acquiror(s)

Consideration

Value

Value

1-Day

5-Day

30-Day

High

01/29/13

Copano Energy, L.L.C.

Kinder Morgan Energy Partners, L.P.

Unit-for-Unit

$3,884.3

$4,831.0

25.3%

25.2%

40.5%

9.1%

02/23/11

Duncan Energy Partners L.P.

Enterprise Products Partners L.P.

Unit-for-Unit

2,405.0

3,302.8

27.9%

27.7%

27.4%

2.3%

06/09/09

TEPPCO Partners LP

Enterprise Products Partners L.P.

Unit-for-Unit

3,290.7

6,024.5

7.1%

4.3%

8.9%

(13.5%)

06/12/06

Pacific Energy Partners, L.P.

Plains All American Pipeline, L.P.

Unit-for-Unit

1,395.4

2,007.9

10.6%

10.2%

14.4%

(0.5%)

11/01/04

Kaneb Pipeline Partners, L.P.

Valero L.P.

Unit-for-Unit

1,741.5

2,371.4

21.2%

17.6%

18.6%

4.2%

12/15/03

GulfTerra Energy Partners, L.P.

Enterprise Products Partners L.P.

Unit-for-Unit

2,408.4

4,240.3

2.2%

3.7%

2.1%

(2.0%)

10/18/97

Santa Fe Pacific Pipeline Partners LP

Kinder Morgan Energy Partners, L.P.

Unit-for-Unit

1,038.0

1,339.9

31.8%

33.2%

40.3%

5.3%

Median

21.2%

17.6%

18.6%

2.3%

Mean

18.0%

17.4%

21.8%

0.7%

Max

31.8%

33.2%

40.5%

9.1%

Min

2.2%

3.7%

2.1%

(13.5%)

Confidential

55

Implied

Period

NRGM

CMLP

Ratio

Current as of 04/19/13

$22.90

$24.97

1.090x

30-Day Average

23.72

24.37

1.027x

60-Day Average

23.83

24.96

1.047x

90-Day Average

23.39

24.33

1.040x

Over the twelve months ended December 31, 2012, CMLP’s unit price decreased by

32.2%, while NRGM’s unit price increased by 17.4%, resulting in a decrease in the

NRGM/CMLP unit price trading ratio from 1.675x to 0.968x

Since January 1, 2012, NRGM and CMLP unit prices have increased by 2.9% and

16.0%, respectively, as of April 19, 2013

Current Offer = 1.061x + $0.41 cash

per unit

0.800x

0.900x

1.000x

1.100x

1.200x

1.300x

1.400x

1.500x

1.600x

1.700x

1.800x

12/16/2011

3/6/2012

5/27/2012

8/17/2012

11/6/2012

1/27/2013

4/19/2013

Indicative Valuation of CMLP

Historical Unit Price Trading Ratio

DRAFT

Wall Street Research Price Targets

($ in millions, except per unit amounts)

Summary Price Targets

56

Analyst Recommendations

Source: Bloomberg, IBES

Distribution Per Unit Estimates

EBITDA Estimates

Indicative Valuation of CMLP

Target

Firm

Analyst

Date

Recommendation

Price

Ladenburg Thalmann

Eduardo Seda

02/27/13

Buy

$32.50

Hilliard Lyons

Joel K. Havard

02/27/13

Long-term Buy

32.00

Simmons

Mark L. Reichman

03/21/13

Overweight

30.00

Barclays

Richard Gross

02/28/13

Equalweight

27.00

RBC

T.J. Schultz

02/27/13

Sector Perform

26.00

Wells Fargo

Michael J. Blum

02/28/13

Outperform

NA

Median:

$30.00

Mean:

29.50

Low:

26.00

High:

32.50

Confidential

DRAFT

$178.0

$258.0

$307.0

$179.1

$209.0

$180.7

$229.0

$178.6

$248.8

$316.4

$179.1

$229.5

$296.3

$173.3

$214.8

$270.3

$--

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

2013E

2014E

2015E

Barclays

Ladenburg Thalmann

RBC

Wells Fargo

IBES

CMLP Management Projections

$2.09

$2.17

$2.26

$2.12

$2.24

$2.36

$2.04

$2.14

$2.07

$2.10

$2.20

$2.07

$2.15

$2.26

$2.07

$2.15

$2.37

$1.80

$1.90

$2.00

$2.10

$2.20

$2.30

$2.40

2013E

2014E

2015E

Hold (2) 33.3%

Buy (4) 66.7%

V.

Overview of NRGM

DRAFT

Confidential

DRAFT

NRGM Map

57

Overview of NRGM

Source: Public partnership filings

NRGM Asset Map

Gas Storage

NGL Storage

COLT Hub

Legend

COLT Hub:

–

Located in Epping, North

Dakota

–

120,000 barrels per day

rail loading capacity

–

720,000 barrel crude oil

storage capacity

Steuben (Adrian Field):

–

Located in Steuben County, New

York

–

Working gas of 6.2 Bcf with 30/60

MMcfd injection/withdrawal

capability

–

Owned by ASC, a subsidiary of

NRGM

U.S. Salt Gas Storage Development:

–

Located in Watkins Glen, New York

–

Potential development of up to

approximately 10.0 Bcf of natural gas

storage capacity

–

Development rights owned by NRGM

Stagecoach:

–

Located 150 miles northwest of

New York City

–

Working gas of 26.3 Bcf with

250/500 MMcfd

injection/withdrawal capability

Seneca Lake

–

Located in Schuyler County,

New York

–

Working Gas of 1.5 Bcf with

72.5/145 MMcfd

injection/withdrawal capability

–

Owned by ASC, a subsidiary of

NRGM

Thomas Corners:

–

Located in Steuben County, New

York

–

Working gas of 7.0 Bcf with

70/140 MMcf per day (“MMcfd”)

injection / withdrawal capability

–

Owned by Arlington Storage

Company (“ASC”), a subsidiary of

NRGM

Finger Lakes NGL Storage

–

Two facilities:

•

Bath Facility: 1.5 million

barrels of NGL storage

•

Watkins Glen Facility: 2.1

million barrels of NGL

storage

Confidential

NRGM Asset Overview –

Natural Gas Storage and Transportation

58

Overview of NRGM

Source: NRGM website and Bloomberg

Map of NRGM Natural Gas Storage and Transportation

Seasonal

April/January

Natural

Gas

Futures

–

Henry

Hub

Daily Natural Gas Price Volatility

$0.511

$0.477

$0.417

2010 Daily Volatility: $0.11

2011 Daily Volatility: $0.10

2012 Daily Volatility: $0.05

Legend

Seneca Lake

Stagecoach

Steuben (Adrian Field)

Thomas Corners

East (NRGM)

Marc I (NRGM)

Dominion

Millennium

National Fuel

Tennessee Gas

Transco

Commonwealth (NRGM)

Seneca Lake (NRGM)

North-South (NRGM)

Steuben (NRGM)

Thomas Corners (NRGM)

Stagecoach (NRGM)

YTD 2013 Daily Volatility: $0.13

$0.400

$0.450

$0.500

$0.550

$0.600

3/29/2012

6/1/2012

8/4/2012

10/8/2012

12/11/2012

2/13/2013

4/19/2013

April 14/January15

April 15/January16

April 16/January17

$0.00

$2.00

$4.00

$6.00

$8.00

$10.00

$12.00

$14.00

$16.00

$18.00

4/23/2010

10/22/2010

4/23/2011

10/22/2011

4/22/2012

10/21/2012

4/22/2013

TETCO M3 Natural Gas Spot Price

DRAFT

NRGM

Asset

Overview

–

Natural

Gas

Storage

Facilities

(cont’d)

59

Overview of NRGM

Natural gas storage facility located 150 miles northwest

of New York City

Working gas capacity of 26.25 Bcf

18 horizontal storage wells with 250/500 MMcfd

injection/withdrawal capability

Connected to Tennessee Gas Pipeline Company,

L.L.C’s (“TGP”) 300 Line and Millennium Pipeline

Company, L.L.C. (“Millennium”)

24-mile South lateral pipeline connected to TGP's 300

Line and 10-mile North lateral pipeline connected to

Millennium

Stagecoach

Natural gas storage facility located in Steuben County,

New York

Initial working gas capacity of 5.7 Bcf although certified

to 7.0 Bcf

10 high angle vertical storage wells provide two-cycle

non-seasonal service with 70/140 MMcfd

injection/withdrawal capacity

Connections to TGP and Millennium

8-mile lateral pipeline connected to TGP's 400 Line and

7.5-mile lateral pipeline connected to Millennium

Thomas Corners

Source: Management presentation and NRGM filings

--

3,154.0

3,911.3

6,218.9

3,850.0

4,220.0

--

1,000.0

2,000.0

3,000.0

4,000.0

5,000.0

6,000.0

7,000.0

8,000.0

2013

2014

2015

2016

2017

2018

Utility (62.2%)

Marketer (37.8%)

Weighed Average Rate

$0.1853

1,254.0

4,446.0

--

1,000.0

2,000.0

3,000.0

4,000.0

5,000.0

6,000.0

2013

2014

2015

2016

2017

2018

Utility (22.0%)

Marketer (78.0%)

Weighed Average Rate

$0.1800

Confidential

DRAFT

NRGM Asset Overview –

Natural Gas Storage Facilities (cont’d)

60

Overview of NRGM

Steuben (Adrian Field)

Natural gas storage facility located in Steuben

County, New York

Working gas capacity of 6.2 Bcf

11 vertical wells with 30/60 MMcfd

injection/withdrawal capability

12.5-mile lateral pipeline connected to Dominion’s

Woodhull line

Received FERC approval to charge market based

rates under ASC’s tariff effective April 1, 2013

Natural gas storage facility located in Schuyler

County, New York

–

Located on U.S. Salt property

Working gas capacity of 1.5 Bcf with 72.5/145

MMcfd injection/withdrawal capability

20-mile, 16-inch lateral pipeline connected to

Dominion and Millennium

Seneca Lake

Source: Management presentation and NRGM filings

DRAFT

Confidential

500.0

4,405.0

--

1,000.0

2,000.0

3,000.0

4,000.0

5,000.0

6,000.0

2013

2014

2015

2016

2017

2018

Utility

Marketer

(8.1%)

(91.9%)

1,295.0

300.0

350.0

510.0

290.0

--

100.0

200.0

300.0

400.0

500.0

600.0

700.0

2013

2014

2015

2016

2017

2018

2019

2020

2021

Utility

Marketer

(80.0%)

(20.0%)

Weighed Average Rate

$0.2745

Weighed Average Rate

$0.0838

NRGM Asset Overview –

Natural Gas Transportation

61

Overview of NRGM

Provides approximately 325 MMcfd of interstate

transportation service for shippers seeking to transport

natural gas on a firm basis through NRGM’s existing

North and/or South Laterals of Stagecoach

Includes compression and associated facilities installed

to expand transportation capacity on the Stagecoach

north and south pipeline laterals

Generates fee-based revenue pursuant to a negotiated

rate structure authorized by the FERC

Placed into service in December 2011

100% contracted with weighted average maturity

through 2016

Future connection to Dominion would potentially allow

access to Iroquois Pipeline Operating Company

(“Iroquois”) via Dominion-Iroquois expansion

North-South Pipeline

Source: Management presentation and NRGM filings

Marc I Pipeline

39-mile, 30-inch bi-directional natural gas pipeline

connecting NRGM’s Stagecoach South Lateral pipeline

interconnect at TGP’s 300 Line to Transco’s Leidy Line

Provides 550 MMcfd of interstate transportation

capacity

Includes a 16,360 horsepower gas-fired compressor

station in the vicinity of the Transco interconnection

and a 15,000 horsepower electric-powered compressor

station at the proposed interconnection between the

Stagecoach south lateral and TGP's 300 Line

Generates fee-based revenue pursuant to a negotiated

rate structure authorized by the FERC

Placed into service in December 2011

82% contracted with 10-year terms

Confidential

DRAFT

East Pipeline

NRGM

Asset

Overview

–

Natural

Gas

Transportation

(cont’d)

62

Overview of NRGM

Source: Management presentation and NRGM filings

37.5-mile, 12-inch diameter natural gas intrastate

pipeline located in New York

Transports 30 MMcfd of natural gas from

Dominion to the Binghamton, New York city gate

Runs within three miles of the Stagecoach north

lateral's point of interconnection with Millennium

Generates fee-based revenue pursuant to under a

negotiated rate structure authorized by the New

York State Public Service Commission

NRGM acquired the East Pipeline (formerly known

as the Seneca Lake east pipeline) from New York

State Electric & Gas Corporation

on July 13, 2011

as part of its acquisition of the Seneca Lake natural

gas storage facility

100% contracted through 2021

Commonwealth Pipeline

Approximately 120-mile, 30-inch natural gas

pipeline extending from southern end of Marc I

Pipeline to Chester County, Pennsylvania

Approximately $750.0 million total capital

investment of which NRGM is responsible for

$250.0 million

Expected to be in-service in the second half of 2016

or the first half of 2017 and to generate $32.5

million of EBITDA annually at full run-rate

–

7.7x run-rate EBITDA

Confidential

DRAFT

Confidential

DRAFT

NRGM

Asset

Overview

–

NGL

Storage

and

Terminals

63

Overview of NRGM

1.5 million barrels of underground NGL storage in

Steuben County, New York

Rail and truck terminal facilities capable of loading

and unloading 23 railcars per day and 17 truck

transports per day

Nine separate caverns allow for segregation of

multiple streams

100% contracted with Inergy Services, LLC

, with

maturity to 2016

Expansion potential with U.S. Salt as brine outlet

Bath Facility

Developing an initial 2.1 million barrels of NGL

storage in Schuyler County, New York

Connected to TE Products Pipeline ("TEPPCO")

pipeline

with rail and truck access capable of

loading and unloading 32 railcars per day and 45

truck transports per day

95% contracted with BP plc with maturity to 2016

and option to take back capacity

Expected in-service calendar 1H 2013, subject to

regulatory approval

(1)

Wholly-owned subsidiary of NRGY

Watkins Glen Facility

Source: Management presentation and NRGM filings

(1)

Confidential

NRGM Asset Overview –

U.S. Salt

64

U.S. Salt Operations

Acquired

from

NRGY

on

May

14,

2012

for

a

total

purchase

price

of

$192.5

million,

including

$182.5

million

in cash

and 473,707 common units

U.S. Salt Operations

Solution mining and salt production company located outside of Watkins Glen, New York

Produces and sells approximately 300,000 tons of food, pharmaceutical and chemical feedstock grade salt each year

Over 40.0 million barrels of previously solution mined cavern capacity convertible to energy storage

U.S. Salt Gas Storage Development

NRGM’s Seneca Lake facility is located on U.S. Salt property

Potential

development

of

up

to

approximately

10.0

Bcf

of

natural

gas

storage

capacity

Additional storage capacity available via the solution-mining process at U.S. Salt

Name

Position

Previous

Position

Mitchell Dascher

President

President of Southern

Lime

Barry Wall

VP of Finance

Midwest Controller at

Compass Minerals

Don Krider

VP of Sales

Eastern Regional sales

manager at North

American Salt

Source: NRGM filings, NRGM website and projections provided by NRGM management

$22.2

$21.7

$21.7

$19.1

$20.8

$21.5

$21.5

$21.5

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

2010E

2011E

2012E

2013E

2014E

2015E

2016E

2017E

DRAFT

Historical and Projected U.S. Salt Performance

U.S. Salt Management Team

Overview of NRGM

Confidential

DRAFT

NRGM

Asset

Overview

–

U.S.

Salt

–

Market

Dynamics

65

Overview of NRGM

United States Salt Production by Process

Net Selling Value F.O.B. Excluding Container Costs

Vacuum and Open Pans

Largest Vacuum and Open Pan Producers Based on

2011 Production Volume

Source: NRGM filings, NRGM website and projections provided by NRGM management

United States Salt Imports and Exports

--

10.0

20.0

30.0

40.0

50.0

60.0

19.7

18.9

17.8

18.5

19.2

16.8

20.9

20.3

17.6

18.4

3.7

4.1

3.9

3.1

3.3

4.4

4.2

4.0

4.1

4.1

--

500

1,000

1,500

2,000

2,500

Cargill

Morton

United

Salt Corp.

North

American

Salt Co.

U.S. Salt

L.L.C.

The

Mosaic

Co.

E.I.

duPont de

Nemours

2,025

1,835

600

425

335

300

230

Bulk

Compressed Pellets

Packaged

$109.46

$110.73

$109.05

$110.83

$108.06

$160.74

$166.74

$180.00

$177.44

$173.92

$175.35

$180.03

$206.27

$209.19

$200.74

2007A

2008A

2009A

2010A

2011A

2007A

2008A

2009A

2010A

2011A

Imports

Exports

8.6

13.8

14.7

12.9

13.8

0.8

1.0

1.5

0.6

0.8

--

2.0

4.0

6.0

8.0

10.0

12.0

14.0

16.0

18.0

Brine

Rock

Solar

Vacuum and Open Pans

$0.00

$50.00

$100.00

$150.00

$200.00

$250.00

2007A

2008A

2009A

2010A

2011A

66

Overview of NRGM

COLT Hub Overview

On November 5, 2012, NRGM announced the

acquisition of the COLT Hub for $425.0 million

Crude oil rail terminal located in Epping, North Dakota

–

Commenced commercial operation in May 2012

120,000 Bpd rail loading capacity, 720,000 Bbl crude oil

storage capacity

Ability to handle up to 120-car unit trains

Connected to Burlington Northern Santa Fe rail system

21-mile, 10" bi-directional pipeline (“COLT Connector”)

connecting the COLT Terminal to the Dry Fork

Terminal

Dry Fork Terminal located at the Beaver

Lodge/Ramberg pipeline hub providing crude oil

pipeline access and interconnects

–

Crude oil metering and pipeline interconnection

facilities allow transfer to Tesoro and Enbridge

pipelines

Product sourcing via truck unloading racks, pipelines

and

gathering system interconnects

98% of capacity is contracted or committed pursuant to

“take-or-pay”

contracts with weighted average maturity of

3.6 years

COLT Hub Map    

Source: Management presentation and NRGM filings

Contract Summary

Rail

Pipeline

Storage

Credit

Commencement

Maturity

Minimum

Base Rate

Minimum

Base Rate

Capacity

Base Rate

Contract

Rating

Date

Date

Commitment (Bpd)

($ / Bbl)

Commitment (Bpd)

($ / Bbl)

(Bbl)

($ / Bbl/Month)

Tesoro

BB+/Ba1

Take-or-Pay

6/1/12

6/1/16

40,000

$1.15

20,000

$0.46

240,000

$--

Take-or-Pay

7/1/13

6/1/16

20,000

1.15

10,000

0.46

120,000

--

Sunoco Logistics

BBB/BBB-

Take-or-Pay

6/1/12

6/1/17

10,000

$1.35

$0.66

120,000

$--

Take-or-Pay

6/1/13

6/1/15

10,000

1.35

0.66

Flint Hills

NR

Take-or-Pay

10/1/12

12/31/13

9,300

$1.50

Take-or-Pay

10/1/12

9/1/15

5,000

$0.46

120,000

$0.55

U.S. Oil / Astra

NR

Take-or-Pay

4/1/13

11/1/17

18,000

$1.50

120,000

$0.55

Take-or-Pay

4/1/13

11/1/17

9,000

1.50

Statoil

AA-/Aa2

Take-or-Pay

10/1/13

10/1/16

10,000

$1.55

$0.66

120,000

$0.60

Legend

Dry Fork Terminal

Colt Terminal

Belle Fourche

Enbridge

Tesoro

Confidential

DRAFT

NRGM Asset Overview – COLT Hub

67

Overview of NRGM

Competing Terminals near COLT Hub

Source: Management presentation, NRGM filings and Platts

Confidential

DRAFT

Marker

Terminal

2013E Exit

Capacity  (Bbls)

Bakken Oil Express

Basin Transload

Enbridge

EOG Resources

Great Northern Midstream

Global Partners

Hess

Musket

Plains

Savage Services

COLT

Dry Fork

Enbridge

Belle Fourche

Tesoro

100,000

40,000

80,000

65,000

160,000

60,000

60,000

60,000

175,000

90,000

120,000

NA

NA

NA

NA

NRGM Asset Overview – COLT Hub (cont’d)

Overview of NRGM

NRGM –

Summary Market Data

68

Market Capitalization

Balance Sheet and Credit Data

Unit Price and Distribution Information

General Partner Incentive Distribution Rights

(1)

Distribution per unit and EBITDA estimates shown on a calendar basis, fiscal year ends September 30

As of December 31, 2012

Cash and Marketable Securities

$--

Short-term Debt

1.8

Long-term Debt

678.0

Total Debt

$679.8

Net Debt

679.8

Plus: Minority Interest

--

Plus: Partners' Capital

759.0

Net Book Capitalization

$1,438.8

Revolver Availability / Total Revolver Capacity

$418 / $600

Net Debt / Net Book Cap

47.2%

Net Debt / 2013E EBTIDA

3.3x

Net Debt / 2014E EBTIDA

2.4

Current Ratings

Moody's

Ba3

S&P

BB

As of April 19, 2013

Total Units Outstanding

85.9

Common Unit Price

$22.90

Total Equity Value

$1,967.2

Plus: Preferred Equity

--

Plus: Net Debt

679.8

Plus: Minority Interest

--

Total Enterprise Value

$2,647.0

IBES

Data

Yield / Multiple

Distribution Yield

Current

$1.56

6.8%

Calendar 2013

1.64

7.2%

Calendar 2014

1.78

7.8%

EV / EBITDA

Calendar 2013

$205.7

12.9x

Calendar 2014

283.9

9.3

($ in millions, except per unit amounts)

NRGM Distribution per Unit

NRGM Price

$1.35

$1.43

$1.51

$1.59

$1.67

$1.75

$15.00

$18.00

$21.00

$24.00

$27.00

$30.00

12/16/11

3/23/12

6/29/12

10/5/12

1/11/13

4/19/13

Confidential

DRAFT

Quarterly Distribution per LP Unit

$0.3900

Quarterly

Total

Total

Total

Total

LP Quarterly

Quarterly

Distribution

Total

Quarterly

Quarterly

Annual

Annual

Distribution

Distribution

to GP

LP Units

Distribution

Distribution

Distribution

Distribution

% to LP

% to GP

Range

Within Range

per LP Unit

Outstanding

to LPs

to LPs

to GP

% of Total Distributions to the GP

4.9%

% of Total Distributions to the IDRs

4.9%

to GP

$31.8

$--

$127.1

$--

1.7

6.9

$33.5

$134.0

$6.9

100.0%

0.0%

$0.3700

$0.3700

$0.0000

85.9

50.0%

0.3700

1.7

6.9

$0.0000

50.0%

0.0200

85.9

$1.7

0.3700

0.0200

Price Performance

69

(1)

IPO volume of 8,000,420 exceeds scale of the volume axis

0

100

200

300

400

500

600

700

800

900

1,000

$--

$5.00

$10.00

$15.00

$20.00

$25.00

$30.00

$35.00

$40.00

$45.00

$50.00

4/19/11

8/18/11

12/18/11

4/18/12

8/18/12

12/18/12

4/19/13

NRGM Volume

NRGM Unit Price

NRGY Unit Price

Overview of NRGM

12/16/2011: Completed

IPO of NRGM

8/9/2011: NRGY announced

restructuring of business

units and intention to file for

IPO of NRGM

1/27/2012: NRGY announced

quarterly cash distribution of

$0.705 and potential to reduce

distributions largely due to

propane operations

5/14/2012: NRGM announced

acquisition of US Salt LLC from

NRGY for

$192.5 million

4/26/2012: NRGY announced

contribution of retail propane

business to Suburban Propane

Partners, L.P. for

$1.8 billion

11/5/2012: NRGM announced

acquisition of Rangeland Energy,

LLC for $425 million

DRAFT

Confidential

Relevant Relative Trading Metrics

($ in millions, except per unit amounts)

70

Publicly Traded Natural Gas Pipeline and Storage MLPs

Overview of NRGM

Publicly Traded Natural Gas Storage MLPs

(1)

IBES estimates are on a calendar basis, fiscal year ends September 30

Enterprise Value /

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

Price

(04/19/2013)

Value

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Pipelines/Storage

Boardwalk Pipeline Partners, LP

$30.58

$7,194.8

$10,730.1

13.6x

12.9x

7.0%

7.0%

7.1%

2.4%

9.3%

El Paso Pipeline Partners, L.P.

43.17

9,505.7

13,637.7

11.7

11.0

5.7%

6.2%

6.5%

4.2%

9.9%

EQT Midstream Partners, LP

37.08

1,312.2

1,290.2

13.6

10.2

3.8%

4.7%

5.5%

16.9%

20.6%

Niska Gas Storage Partners LLC

14.26

501.8

893.3

6.5

6.3

9.8%

9.8%

9.9%

3.5%

13.3%

PAA Natural Gas Storage, L.P.

22.69

1,646.3

2,227.8

18.5

17.0

6.3%

6.4%

6.6%

2.1%

8.4%

Spectra Energy Partners, LP

37.55

4,085.8

5,178.7

20.2

17.0

5.3%

5.7%

6.0%

5.4%

10.7%

TC PipeLines, LP

48.29

2,634.9

3,322.9

17.4

16.6

6.5%

6.5%

6.7%

2.3%

8.8%

Mean

14.5x

13.0x

6.3%

6.6%

6.9%

5.2%

11.6%

Median

13.6

12.9

6.3%

6.4%

6.6%

3.5%

9.9%

$22.90

$1,966.5

$2,646.3

12.9x

9.3x

6.8%

7.2%

7.8%

8.7%

15.5%

Enterprise Value /

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

Price

(04/19/2013)

Value

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Storage

Niska Gas Storage Partners LLC

$14.26

$501.8

$893.3

6.5x

6.3x

9.8%

9.8%

9.9%

3.5%

13.3%

PAA Natural Gas Storage, L.P.

22.69

1,646.3

2,227.8

18.5

17.0

6.3%

6.4%

6.6%

2.1%

8.4%

Mean

12.5x

11.6x

8.1%

8.1%

8.2%

2.8%

10.9%

$22.90

$1,966.5

$2,646.3

12.9x

9.3x

6.8%

7.2%

7.8%

8.7%

15.5%

Confidential

DRAFT

Inergy

Midstream,

L.P.

(1)

Inergy

Midstream,

L.P.

(1)

Wall Street Research Price Targets

Summary Price Targets

71

Analyst Recommendations

Source: Bloomberg, IBES

(1)

Distribution per unit and EBITDA estimates shown on a fiscal basis

Distribution

Per

Unit

Estimates

(1)

EBITDA

Estimates

(1)

Overview of NRGM

Target

Firm

Analyst

Date

Recommendation

Price

Credit Suisse

Brett Reilly

01/09/13

Outperform

$28.00

JPMorgan

Jeremy Tonet

03/21/13

Overweight

26.00

Stifel Nicolaus

Selman Akyol

02/06/13

Buy

26.00

Barclays

Brian J. Zarahn

02/06/13

Overweight

26.00

Morgan Stanley

Stephen J. Maresca

11/5/12

Equal-weight

25.00

Robert W. Baird & Co

Ethan H. Bellamy

02/06/13

Neutral

24.00

Median:

$26.00

Mean:

25.83

Low:

24.00

High:

28.00

$1.60

$1.73

$1.88

$1.66

$1.92

$2.14

$1.62

$1.73

$1.61

$1.76

$1.96

$--

$0.50

$1.00

$1.50

$2.00

$2.50

2013E

2014E

2015E

$182.0

$245.0

$295.0

$250.1

$399.3

$361.3

$177.4

$224.0

$186.4

$263.6

$344.7

$--

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

$400.0

$450.0

2013E

2014E

2015E

Barclays

Morgan Stanley

Stifel Nicolaus

IBES

Hold (2) 33.3%

Buy (4) 66.7%

Confidential

DRAFT

($ in millions, except per unit amounts)

Confidential

DRAFT    

“We expect NRGM distribution growth of 6.0%

in 2013 and 8.5%

in 2014 supported by contributions from COLT

acquisition, in-service Marc I pipeline, drop downs and the Finger Lakes expansion.

coverage,

we

forecast

no

growth

at

NRGY

in

2013

but

estimate

10%

distribution

CAGR

2013-2016

as

the

Partnership

transitions to a pure play GP. On a relative basis, we continue to prefer NRGM over NRGY due to the distribution growth

differential in 2013.”

–

Barclays, Brian J. Zarahn; February 6, 2013

Price Target: $26.00

“Adding

a

new

asset

platform

(oil)

and

shale

exposure

(Bakken)

is

a

plus.

Management

projects

FY2014

EBITDA

of

$58mm,

translating

to

a

7.6x EV/EBITDA multiple (inclusive of $19mm in capex) and 9%

estimated fully distributed accretion at

NRGM and 8%

at NRGY. The transaction’s ultimate

benefit

will

be

measured

by

new capital opportunities

created, while

potentially also signaling an ability to source reasonable acquisitions.”

–

Morgan Stanley, Stephen J. Maresca; November 5, 2012

Price Target: $25.00

“We continue to believe NRGM has a stable platform of businesses which have very little commodity exposure and will

produce growing cash flows over time.

NRGM

by

NRGY

as

well

as

potential

expansion

opportunities

at

the

recently

acquired

COLT

hub

to

potentially

further

drive

growth. As a result we continue to expect NRGM to continue to grow its distribution over time.”

–

Stifel Nicolaus, Selman Akyol; February 6, 2013

Price Target: $26.00

72

Due to expected tight

In addition we expect the partnership to benefit from additional

assets dropped into

Overview of NRGM

Research Analyst Commentary

Confidential

DRAFT

Ratings Agency Commentary

“NRGM’s storage and transportation businesses offer stable revenues, with contracts usually fee-based, take-or-pay in structure. Excluding the salt

business, we expect NRGM’s storage and transportation revenues to continue to comprise over 90% of 2013 revenues. As a whole, fee-based revenues,

which will increase with the Rangeland acquisition are expected to comprise the large majority of the company’s revenues. The company takes

negligible commodity price risk in the storage and transportation business, providing good visibility into

cash flow and debt servicing capability. With such a large base of fee-based revenues, NRGM’s credit risk

is lower than that of many other midstream companies.”

–

Moody’s; November 29, 2012

Credit Rating: Ba3

“If a default occurs, we believe that NRGM would retain the greatest value by reorganizing. To value NRGM, we apply an EBITDA multiple of 7x to

our estimated postdefault run-rate EBITDA of $120 million, which assumes a 40% reduction from our 2013 EBITDA estimate. These valuation

assumptions are slightly more favorable than those used for peers because a significant portion of the partnership's revenues are derived from fee-based firm

contracts. This leads us to a gross enterprise value of $840 million for NRGM.”

–

Standard & Poor’s Ratings Services; December 13, 2012

Credit Rating: BB

Overview of NRGM

73

Confidential

DRAFT

NRGM Equity Ownership Summary

Overview of NRGM

Note: Shading denotes overlapping ownership

(1)   Source: NASDAQ National Markets as of March 28, 2013

74

Current Unitholders

Units

%

of Total

Institutional

Top 10:

Kayne Anderson Capital Advisors LP

8,657,629

10.1%

Neuberger Berman LLC

3,720,166

4.3%

Tortoise Capital Advisors LLC

3,123,176

3.6%

Eagle Global Advisors LLC

1,894,945

2.2%

OppenheimerFunds, Inc.

1,617,827

1.9%

OFI Steelpath, Inc.

1,600,605

1.9%

Advisory Research, Inc.

929,260

1.1%

Magnetar Financial LLC

833,333

1.0%

Mason Street Advisors LLC

629,680

0.7%

Fidelity Management & Research Co.

603,900

0.7%

Other

1,168,393

1.4%

Total Institutional Ownership

24,778,914

28.9%

Insiders

Inergy LP

56,398,707

65.7%

William C. Gautreaux

140,000

0.2%

John J. Sherman

100,000

0.1%

R. Brooks Sherman Jr.

55,000

0.1%

Laura L. Ozenberger

45,000

0.1%

Other

88,924

0.1%

Total Insiders

56,827,631

66.2%

Retail / Other

4,268,170

5.0%

Total Common Units Outstanding

85,874,715

100.0%

Short Interest

(1)

158,467

0.2%

NRGM

CMLP

Current Unitholders (Excluding Broker Holdings in Street Name)

Shares

Percentage

Shares

Percentage

Kayne Anderson Capital Advisors LP

8,657,629

10.1%

5,807,677

9.5%

Neuberger Berman LLC

3,720,166

4.3%

--

0.0%

Tortoise Capital Advisors LLC

3,123,176

3.6%

2,676,178

4.4%

Eagle Global Advisors LLC

1,894,945

2.2%

10,280

0.0%

OppenheimerFunds, Inc.

1,617,827

1.9%

--

0.0%

OFI Steelpath, Inc.

1,600,605

1.9%

--

0.0%

Advisory Research, Inc.

929,260

1.1%

--

0.0%

Magnetar Financial LLC

833,333

1.0%

--

0.0%

Mason Street Advisors LLC

629,680

0.7%

--

0.0%

Fidelity Management & Research Co.

603,900

0.7%

95,332

0.2%

Salient Capital Advisors LLC

277,857

0.3%

--

0.0%

Glenmede Investment Management LP

53,150

0.1%

--

0.0%

Oxford Asset Management LLP

46,718

0.1%

--

0.0%

Morgan Stanley Investment Management, Inc.

30,000

0.0%

55,918

0.1%

Cadence Bank, NA (Investment Management)

13,853

0.0%

--

0.0%

Salem Investment Counselors, Inc.

12,500

0.0%

--

0.0%

UBS Global Asset Management

11,994

0.0%

279,425

0.5%

Susquehanna Financial Group LLLP

11,726

0.0%

--

0.0%

Westport Resources Management, Inc.

3,847

0.0%

575

0.0%

Royal Alliance Associates, Inc.

2,970

0.0%

200

0.0%

Deutsche Bank Investment Management, Inc.

2,300

0.0%

23,309

0.0%

Group One Trading LP

2,012

0.0%

5,308

0.0%

Delta Asset Management LLC (Tennessee)

2,000

0.0%

--

0.0%

Creative Planning, Inc.

1,450

0.0%

--

0.0%

PNC Bank NA (Trust Department)

1,000

0.0%

--

0.0%

Harbor Springs Financial Management LLC

1,000

0.0%

--

0.0%

Retirement Planning Group, Inc.

605

0.0%

--

0.0%

Union Bank, NA

600

0.0%

--

0.0%

C. M. Bidwell & Associates Ltd.

600

0.0%

--

0.0%

Central Trust & Investment Co.

300

0.0%

--

0.0%

Tower Research Capital LLC

298

0.0%

1,293

0.0%

Baystate Wealth Management LLC

200

0.0%

--

0.0%

Barclays Capital, Inc.

100

0.0%

1,587

0.0%

NRGM Institutional Owners Represent 16.0%

Ownership in CMLP

Confidential

DRAFT

The NRGM Management Financial Projections utilized herein by Evercore incorporate the following assumptions:

–

Growth in EBITDA from $171.6 million in 2013E to $223.5 million in 2014E primarily attributed to full-year COLT

Hub performance and the Phase I expansion project providing an additional 20,000 Bpd of rail loading capacity

(“COLT

Hub

Phase

I”),

additional

Watkins

Glen

NGL

storage

of

2.1

million

barrels

on

US

Salt

property

and

full

year

performance of the Marc I pipeline

–

Growth in EBITDA from $223.5 million in 2014E to $242.7 million in 2015E primarily attributed to full year COLT

Hub

Phase

I

performance,

the

COLT

Hub

Phase

II

expansion

project

providing

an

additional

20,000

Bpd

of

rail

loading capacity (“COLT Hub Phase II”) and expansion of natural gas storage capacity at Seneca Lake (“Seneca Lake

Gas Storage Expansion”)

–

Maintenance

capital

expenditures

of

$4.5

million

to

$8.6

million

annually

in

2013E

through

2017E

–

Growth

capital

expenditures

of

$126.7

million

in

2013E

and

$66.5

million

in

2014E,

primarily

attributable

to

the

Marc

I

pipeline that was placed into service on December 1, 2012, the Seneca Lake Gas Storage Expansion and COLT Hub

Phase I

–

Growth capital expenditures in 2015E of $137.5 million are primarily attributable to the Commonwealth Pipeline,

Seneca Lake Gas Storage Expansion and COLT Hub Phase II project

Growth capital expenditures in 2016E of $189.5 million are primarily attributable to the Commonwealth Pipeline

–

Issuance of $200.0 million of 6.0% Senior Notes in fiscal 2015E

–

Issuance of $150.0 million of common equity in the fourth quarter of fiscal 2016E at an assumed net common unit price

of $26.57

–

No minimum cash balance

Overview of NRGM

75

NRGM

Management

Financial

Projections

–

Assumptions

•

Growth

Capital

Expenditures

–

Summary

($

in

millions)

76

Overview of NRGM

Source: Public partnership filings

For the Fiscal Years Ending September 30,

2013E

2014E

2015E

2016E

2017E

Growth Capital Expenditures

Commonwealth Pipeline

--

(62.5)

(187.5)

--

Seneca Lake Gas Storage Expansion

(21.3)

(28.8)

--

--

COLT Hub Expansion I

(28.5)

--

--

--

COLT Hub Expansion II

(14.8)

(44.3)

--

--

Other NRGM Growth

(2.0)

(2.0)

(2.0)

(2.0)

Total

($126.7)

($66.5)

($137.5)

($189.5)

($2.0)

Projected EBITDA

Stagecoach

$51.2

$55.6

$55.6

$55.6

$55.6

North-South

14.7

14.7

14.7

14.7

14.7

Marc I

27.7

33.5

33.5

33.5

33.5

Commonwealth Pipeline

--

--

--

8.1

32.5

Steuben Gas

4.8

4.7

4.7

4.7

4.7

Thomas Corners

11.5

12.5

11.9

11.9

11.9

Seneca Lake

6.9

7.6

7.6

8.1

8.1

Seneca Lake Gas Storage Expansion

--

--

3.8

7.5

7.5

FL NGL - Bath

11.5

11.7

11.7

11.7

11.7

FL NGL - Watkins Glen

1.8

7.4

9.2

9.2

9.2

US Salt

17.2

18.7

19.4

19.4

19.4

COLT Hub

33.3

57.6

58.3

59.6

61.7

COLT Expansion I

--

8.4

12.8

13.0

13.0

COLT Expansion II

--

--

8.5

13.0

13.0

NRGM Corporate

(9.2)

(9.1)

(9.1)

(9.1)

(9.1)

Total

$171.6

$223.5

$242.7

$260.9

$287.5

Confidential

DRAFT

NRGM Management Financial Projections

($ in millions)

77

Overview of NRGM

The following sets forth selected operating and financial projections utilized by NRGM management to derive the

NRGM Management Financial Projections herein:

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Working Gas Capacity (Bcf)

41.2

41.4

43.9

46.4

46.4

Natural Gas Transportation (MMcfd)

813.3

905.0

905.0

1,105.0

1,705.0

20.3%

NGL Storage Capacity (MMBbls)

2.0

3.6

3.6

3.6

3.6

Salt Tons Sold

362,423.3

378,013.8

388,013.8

388,013.8

388,013.8

1.7%

Revenue

Firm Storage

$103.2

$106.8

$113.1

$117.6

$117.6

3.3%

Transportation

48.5

60.2

60.2

69.8

98.6

19.4%

Hub Services

11.0

14.3

13.9

15.1

16.2

10.0%

Salt

48.1

50.3

51.4

51.4

51.4

1.7%

Crude and Other

41.5

78.7

93.4

99.8

102.3

25.3%

Total Revenue

$252.3

$310.3

$332.0

$353.6

$386.1

11.2%

Cost of Sales/Service

Storage

($7.4)

($4.7)

($4.9)

($5.1)

($5.1)

(9.0%)

Transportation

(7.7)

(10.5)

(10.5)

(11.9)

(16.1)

20.3%

Salt

(29.0)

(29.5)

(30.0)

(30.0)

(30.0)

0.8%

Crude and Other

(5.6)

(8.4)

(9.1)

(9.4)

(9.6)

14.4%

Total Cost of Sales/Service

($49.7)

($53.0)

($54.5)

($56.4)

($60.7)

5.1%

Gross Profit

Storage & Transportation

$147.6

$166.2

$171.8

$185.4

$211.2

9.4%

Salt

19.1

20.8

21.5

21.5

21.5

2.9%

Crude and Other

35.9

70.3

84.3

90.3

92.7

26.7%

Total Gross Profit

$202.6

$257.3

$277.6

$297.2

$325.3

12.6%

Less: Total Operating Expenses

(31.1)

(33.8)

(34.9)

(36.3)

(37.8)

Plus: Minority Interest and Other Expense

0.0

--

--

--

--

Adjusted EBITDA

$171.6

$223.5

$242.7

$260.9

$287.5

13.8%

Confidential

DRAFT

NRGM Management Financial Projections (cont’d)

($ in millions, except per unit amounts)

78

Overview of NRGM

The following sets forth the NRGM Management Financial Projections utilized by Evercore in its analysis herein:

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

Adjusted EBITDA

$171.6

$223.5

$242.7

$260.9

$287.5

8.8%

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Interest Expense

(34.8)

(42.7)

(52.1)

(56.5)

(57.2)

Other

4.6

(0.3)

2.7

1.3

(1.3)

Distributable Cash Flow

$136.9

$173.5

$185.4

$197.5

$220.4

8.3%

Distributed Cash Flow

Common Units - Public

$46.9

$49.7

$52.2

$57.2

$66.1

Common Units - NRGY

89.7

94.9

99.8

104.3

106.0

General Partner

9.4

17.4

24.9

32.3

36.6

Distributed Cash Flow

$146.0

$161.9

$177.0

$193.8

$208.7

8.8%

% to GP

6.5%

10.7%

14.1%

16.7%

17.5%

GP IDRs

$9.4

$17.4

$24.9

$32.3

$36.6

28.2%

Weighted Average LP Units Outstanding

85.9

85.9

85.9

87.3

91.5

DCF / LP Unit

$1.52

$1.75

$1.82

$1.87

$1.94

3.6%

Distribution / LP Unit

1.59

1.68

1.77

1.85

1.88

3.8%

LP Coverage

0.96x

1.04x

1.03x

1.01x

1.03x

Total Coverage

0.94

1.07

1.05

1.02

1.06

Distributable Cash Flow Surplus / (Shortfall)

($9.2)

$11.6

$8.4

$3.6

$11.6

DRAFT

Confidential

NRGM Management Financial Projections (cont’d)

($ in millions)

79

The

following

sets

forth

the

funding

assumptions

utilized

in

the

NRGM

Management

Financial

Projections

and

NRGM’s

resulting capital structure and credit statistics

Overview of NRGM

Confidential

DRAFT

For the Fiscal Years Ending September 30,

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued for Growth Capital Expenditures

$--

$--

$--

$--

$--

Equity Issued for Rangeland Acquisition

225.0

--

--

--

--

Equity Issuance in Q4 2016E

--

--

--

150.0

--

Debt Issued / (Repaid)

361.5

46.5

130.7

37.4

(9.2)

DCF Surplus / (Shortfall)

(9.2)

11.6

8.4

3.6

11.6

Total Sources

$577.4

$58.0

$139.1

$191.0

$2.4

Debt Issued / (Repaid), net of Surplus / (Shortfall)

$361.5

$46.5

$130.7

$37.4

($9.2)

Total Equity Issued

225.0

--

--

--

--

Uses:

Growth Capital Expenditures

$126.7

$66.5

$137.5

$189.5

$2.0

Rangeland Acquisition

425.0

--

--

--

--

Rangeland Transaction Fees and Expenses

6.0

--

--

--

--

Other

19.7

(8.5)

1.6

1.5

0.4

Total Uses

$577.4

$58.0

$139.1

$191.0

$2.4

Credit Statistics

Debt / Adjusted EBITDA

4.5x

3.7x

3.9x

3.8x

3.4x

Net Debt / Adjusted EBITDA

4.5

3.7

3.9

3.8

3.4

Capital Structure

Cash

$--

$--

$--

$--

$--

Total Debt

778.0

824.5

955.2

992.5

983.3

Net Debt

$778.0

$824.5

$955.2

$992.5

$983.3

Overview of NRGM

80

NRGM Management Financial Projections Comparison to Wall Street Research Estimates

The following sets forth a comparison of the NRGM Management Financial Projections and Wall Street Research

consensus estimates

($ in millions, except per unit amounts)

Confidential

DRAFT

EBITDA        

DCF per LP Unit

Distribution per LP Unit

Distribution Coverage

NRGM Management Financial Projections

Wall Street Research

$500.0

$400.0

$300.0

$200.0

$100.0

$--

2013E

2014E

2015E

2016E

2017E

$2.50

$2.00

$1.50

$1.00

$0.50

$--

NRGM Management Financial Projections

Wall Street Research

NRGM Management Financial Projections

Wall Street Research

NRGM Management Financial Projections

Wall Street Research

2013E

2014E

2015E

2016E

2017E

2013E

2014E

2015E

2016E

2017E

2013E

2014E

2015E

2016E

2017E

$2.50

$2.00

$1.50

$1.00

$0.50

$--

$3.00

$1.40

$1.20

$1.00

$0.80

$0.60

$0.40

$0.20

$--

$171.6

$195.9

$223.5

$299.6

$242.7

$388.2

$260.9

$287.5

$1.59

$1.66

$1.68

$1.92

$1.77

$2.14

$1.85

$1.88

$1.52

$1.64

$1.75

$2.14

$1.82

$2.53

$1.87

$1.94

0.94x

0.97x

1.07x

1.19x

1.05x

1.28x

1.02x

1.06x

Confidential

DRAFT

NRGM Research Financial Projections

($ in millions, except per unit amounts)

81

Overview of NRGM

The following sets forth a comparison of the NRGM Management Financial Projections and the NRGM Research

Financial Projections utilized by Evercore in its analysis herein

Source: NRGM management; Wall Street Research

NRGM Management Financial Projections

NRGM Research Financial Projections

For  the  Fiscal  Years  Ending  September  30,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E -

2015E

Adjusted EBITDA

$171.6

$223.5

$242.7

$260.9

$287.5

18.9%

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Interest Expense

(34.8)

(42.7)

(52.1)

(56.5)

(57.2)

Other

4.6

(0.3)

2.7

1.3

(1.3)

Distributable Cash Flow

$136.9

$173.5

$185.4

$197.5

$220.4

16.4%

DCF / LP Unit

$1.52

$1.75

$1.82

$1.87

$1.94

9.3%

Distribution / LP Unit

1.59

1.68

1.77

1.85

1.88

5.5%

LP Coverage

0.96x

1.04x

1.03x

1.01x

1.03x

Total Coverage

0.94

1.07

1.05

1.02

1.06

Distributable Cash Flow Surplus / (Shortfall)

($9.2)

$11.6

$8.4

$3.6

$11.6

Difference  versus  NRGM

For  the  Fiscal  Years  Ending  September  30,

CAGR

Management  Financial  Projections

2013E

2014E

2015E

2013E -

2015E

2013E

2014E

2015E

Adjusted EBITDA

$195.9

$299.6

$388.2

40.8%

($24.4)

($76.0)

($145.5)

Less: Maintenance Capital Expenditures

(10.0)

(10.0)

(20.2)

5.5

3.0

12.4

Less: Interest Expense

(33.3)

(38.6)

(41.7)

(1.5)

(4.2)

(10.4)

Other

4.6

(0.3)

2.7

--

--

--

Distributable Cash Flow

$157.2

$250.7

$329.0

44.6%

($20.4)

($77.2)

($143.6)

DCF / LP Unit

$1.64

$2.14

$2.53

24.4%

($0.11)

($0.39)

($0.71)

Distribution / LP Unit

1.66

1.92

2.14

13.5%

(0.07)

(0.24)

(0.37)

LP Coverage

0.99x

1.11x

1.18x

Total Coverage

0.97

1.19

1.28

Distributable Cash Flow Surplus / (Shortfall)

($4.3)

$39.4

$72.1

DRAFT

VI.

Indicative Value of NRGM

Valuation Methodologies

Utilizing the following methodologies, Evercore analyzed the value of NRGM common units

82

Indicative Value of NRGM

Methodology

Description

Metrics/Assumptions

Discounted Cash Flow

Analysis:

Financials Projections

Discounted Cash Flow

Analysis:

Projected Distribution

per  Unit

Precedent M&A

Transaction Analysis

Peer Group Trading

Analysis

Wall Street Research

Price Targets

Values NRGM based on the concepts of the time value of money

Utilizing the NRGM Management Financial Projections as previously

reviewed herein, Evercore:

–

Utilized varying weighted average cost of capital (“WACC”)

discount rates and applied various perpetuity growth rates to

derive after-tax valuation ranges for NRGM

–

Calculated terminal values based on a range of multiples of

EBITDA derived from precedent transactions as well as

assumed perpetuity growth rates

Values the NRGM common units based on the concepts of the time value of

money

–

Utilized varying total expected market return discount rates and

calculated a terminal value based on a various terminal exit yields

Valuation for the NRGM common units based on current market enterprise

value multiples of relevant EBITDA for selected comparable publicly-traded

entities

Valuation for the NRGM common units based on the most recent research 

analyst price targets of firms covering NRGM

Tax depreciation based on a 15-year MACRS schedule and a full

step-up in tax basis

Terminal exit yield range of 6.0% to 8.0%

Cost of equity of 7.5% to 9.5% based on the Capital Asset Pricing

Model utilizing betas from selected publicly-traded peers

Cost of equity of 9.0% to 11.0% based on the expected market total

return of selected publicly-traded peers

Based on transaction value / EBITDA

Enterprise value / EBITDA multiples applied to 2013E EBITDA

and 2014E EBITDA

Confidential

DRAFT

Growth capital expenditures discounted at a 7.0% discount rate

EBITDA exit multiple of 11.5x to 13.5x and a perpetuity growth rate

of 0.5% to 1.5%

For the terminal value, tax depreciation assumed to be equal to

maintenance capital expenditures

Weighted average cost of capital based on mid-point of the Capital

Asset Pricing Model (“CAPM”) and distribution yields and expected

growth in distributions for entities with comparable assets

Discounted the projected cash flows to the assumed July 1, 2013

effective date

Utilizing projected distributions per unit from the NRGM Management

Financial Projections as previously reviewed herein, Evercore:

Valuation for the NRGM common units based on multiples of transaction

value to EBITDA in historical transactions involving other natural gas storage

and pipeline assets

Tax rate of 35.0% based on unitholders’ tax rates

Enterprise value / EBITDA multiples applied to 2013E and 2014E

EBITDA with the resulting value discounted at a 7.0% discount rate, the

midpoint of the weighted average cost of capital range based on the

assumed July 1, 2013 effective date

Research price targets from: Barclays, Credit Suisse, JP Morgan, Morgan

Stanley, Robert W. Baird & Co. and Stifel Nicolaus

Confidential

DRAFT    

Current

Price: $22.90

Summary Preliminary Valuation –

NRGM Common Unit

83

Discounted Cash Flow Analysis

Precedent M&A Transactions

Peer Group Trading

Wall Street Research

Financial Projections

Distribution per Unit

Analysis

Analysis

Price Target

6.5% - 7.5% WACC

6.0% - 8.0% Terminal Exit Yield

2013E EBITDA: $171.6 MM

2013E EBITDA: $171.6 MM

Barclays

2017E EBITDA Exit Multiple of

7.5% - 9.5% CAPM

11.5x - 13.5x EBITDA Multiple

14.0x - 17.0x EBITDA Multiple

Credit Suisse

11.5x - 13.5x

Equity Discount Rate

2014E EBITDA: $223.5 MM

2014E EBITDA: $223.5 MM

JP Morgan

Perpetuity Growth Rates of

9.0% - 11.0% Expected Market Return

11.5x - 13.5x EBITDA Multiple

10.0x - 13.0x EBITDA Multiple

Morgan Stanley

0.50% - 1.50%

Equity Discount Rate

Growth Capital Expenditures

Robert W. Baird & Co.

Discounted @ 7.0%

Stifel Nicolaus

$18.03

$21.17

$13.53

$17.31

$24.00

$30.42

$29.54

$22.49

$25.24

$28.00

$5.00

$10.00

$15.00

$20.00

$25.00

$30.00

$35.00

$40.00

Preliminary Value of NRGM Common Units

Indicative Value of NRGM

Confidential

DRAFT

84

Indicative Value of NRGM

$5.00

$10.00

$15.00

$20.00

$25.00

$30.00

$35.00

$40.00

Discounted Cash Flow Analysis

Precedent M&A Transactions

Peer Group Trading

Wall Street Research

Financial Projections

Distribution per Unit

Analysis

Analysis

Price Target

$19.55

$22.88

$14.77

$18.79

$25.89

$32.70

$31.77

$24.29

$27.20

$30.13

$22.00

$27.00

6.5% -

7.5% WACC

2017E EBITDA Exit Multiple of

11.5x -

13.5x

Perpetuity Growth Rates of

0.50% -

1.50%

6.0% -

8.0% Terminal Exit Yield

7.5% -

9.5% CAPM

Equity Discount Rate

9.0%

-

11.0%

Expected

Market

Return

Equity Discount Rate

2013E EBITDA: $171.6 MM

11.5x -

13.5x EBITDA Multiple

2014E EBITDA: $223.5 MM

11.5x -

13.5x EBITDA Multiple

Growth Capital Expenditures

Discounted @ 7.0%

2013E EBITDA: $171.6 MM

14.0x -

17.0x EBITDA Multiple

2014E EBITDA: $223.5 MM

10.0x -

13.0x EBITDA Multiple

Barclays

Credit Suisse

JP Morgan

Morgan Stanley

Robert W. Baird & Co.

Stifel Nicolaus

Preliminary

Value

of

1.061

NRGM

Common

Units

and

$0.41

of

cash

Summary

Preliminary

Valuation

–

Valuation

of

Proposed

Consideration

Preliminary Value of the Proposed Consideration to be Paid per CMLP

Common Unit

85

Indicative Value of NRGM

Evercore utilized a DCF Analysis based on the following assumptions:

–

Effective date on July 1, 2013

–

EBITDA and capital expenditures through December 31, 2017E per the NRGM Management Financial

Projections as previously reviewed herein

–

A 35.0% tax rate

–

Tax depreciation forecast based on a full tax-basis step-up and a 15-year MACRS depreciation schedule

–

Mid-point

discount

rate

of

7.0%

utilizing

a

weighted

average

cost

of

capital

based

on

CAPM

–

Terminal value based on both: (i) a 11.5x to 13.5x EBITDA exit multiple and (ii) a 0.50% to 1.50% perpetuity

growth rate

Tax depreciation is set equal to maintenance capital expenditures in perpetuity

Confidential

DRAFT

Discounted Cash Flow Analysis – Assumptions

Confidential

DRAFT

Discounted Cash Flow Analysis

($ in millions, except per unit amounts)

EBITDA Exit Multiple Sensitivities

Perpetuity Growth Rate Sensitivities

(1)

Assumes tax depreciation equal to maintenance capital expenditures in perpetuity

Summary Results

86

Indicative Value of NRGM

For the Three

Months Ending

Terminal Value

September 30,

For the Fiscal Years Ending September 30,

EBITDA

Perpetuity

2013E

2014E

2015E

2016E

2017E

Exit Multiple

/

Growth Rate

(1)

EBITDA

$50.6

$223.5

$242.7

$260.9

$287.5

$287.5

$287.5

Less: Depreciation and Amortization

(39.0)

(154.9)

(151.9)

(153.1)

(130.0)

(8.6)

EBIT

$11.6

$68.7

$90.8

$107.8

$157.5

$278.9

Less: Taxes

(4.1)

(24.0)

(31.8)

(37.7)

(55.1)

(97.6)

Plus: NOL

--

--

--

--

--

--

EBIAT

$7.6

$44.6

$59.0

$70.1

$102.4

$181.3

Less: Maintenance Capital Expenditures

(1.0)

(7.0)

(7.8)

(8.2)

(8.6)

(8.6)

Less: Growth Capital Expenditures

(29.7)

(66.5)

(137.5)

(189.5)

(2.0)

--

Plus: Depreciation and Amortization

39.0

154.9

151.9

153.1

130.0

8.6

Unlevered Free Cash Flow

$15.9

$126.0

$65.5

$25.5

$221.8

$181.3

Exit multiple / Perpetuity Growth Rate

12.5x

/

1.0%

Terminal Value

$3,593.9

/

$3,051.8

PV of Unlevered Free Cash Flow @ 7.0%

$387.0

Plus: PV of Terminal Value @ 7.0%

$2,695.8

/

$2,289.1

Plus: PV of 0.5x 2017E NOL

$--

Implied Enterprise Value

$3,082.8

/

$2,676.1

Less: Net Debt

($748.1)

($748.1)

Implied Equity Value

$2,334.7

/

$1,928.0

Total Units Outstanding

85.9

Implied Unit Price

$27.18

/

$22.44

WACC

EBITDA Multiple

$27.18

10.5x

11.5x

12.5x

13.5x

14.5x

6.0%

$23.33

$25.94

$28.56

$31.17

$33.78

6.5%

22.74

25.30

27.86

30.42

32.98

7.0%

22.16

24.67

27.18

29.69

32.20

7.5%

21.59

24.05

26.51

28.98

31.44

8.0%

21.04

23.45

25.87

28.28

30.69

WACC

Perpetuity Growth Rate

$22.44

0.00%

0.50%

1.00%

1.50%

2.00%

6.0%

$23.35

$26.00

$29.18

$33.06

$37.91

6.5%

20.69

22.89

25.50

28.63

32.45

7.0%

18.41

20.27

22.44

25.01

28.09

7.5%

16.44

18.03

19.86

22.00

24.53

8.0%

14.72

16.09

17.66

19.46

21.57

Indicative Value of NRGM

87

(1)

NRGM 52-week yield range of 6.2% to 8.0%, with an average yield of 6.8%

The

analysis

below

sets

forth

NRGM’s

projected

annual

distribution

per

unit

based

on

the

NRGM

Management

Financial

Projections

for

the

three

months

ending

September

30,

2013E

and

for

the

years

ending

September

30,

2014E,

2015E,

2016E

and

2017E

and

a

terminal

value

based

on

an

NRGM

yield

range

of

6.0%

to

8.0%

discounted

at

a

cost

of

equity

for

NRGM

ranging

between

7.5%

and

9.5%

based

on

CAPM

and

9.0%

to

11.0%

based

on

the

total

expected

market

return

(as

detailed

in

the

Appendix)

Discounted

Cash

Flow

Analysis

–

NRGM

Common

Units

For the Three

Months Ending

September 30,

For the Fiscal Years Ending September 30,

Terminal Value

2013E

2014E

2015E

2016E

2017E

Low

-

High

NRGM Standalone Distribution per Unit

$0.40

$1.68

$1.77

$1.85

$1.88

$1.88

Terminal Yield

(1)

8.0%

-

6.0%

Terminal Value

$23.50

-

$31.33

Equity Cost of Capital Based on CAPM

PV @ 6.5% of Value per NRGM Common Unit

$24.61

-

$30.60

PV @ 7.5% of Value per NRGM Common Unit

23.78

-

29.54

PV @ 8.5% of Value per NRGM Common Unit

22.99

-

28.53

PV @ 9.5% of Value per NRGM Common Unit

22.24

-

27.56

PV @ 10.5% of Value per NRGM Common Unit

21.51

-

26.64

Implied NRGM Common Unit Value Range

Equity Cost of Capital Based on Total Expected Market Return

PV @ 8.0% of Value per NRGM Common Unit

$23.38

-

$29.03

PV @ 9.0% of Value per NRGM Common Unit

22.61

-

28.04

PV @ 10.0% of Value per NRGM Common Unit

21.87

-

27.10

PV @ 11.0% of Value per NRGM Common Unit

21.17

-

26.19

PV @ 12.0% of Value per NRGM Common Unit

20.49

-

25.33

Implied NRGM Common Unit Value Range

$21.17

-

$29.54

($

in

millions,

except

per

unit

amounts)

Confidential

DRAFT

88

Source: Public filings and Wall Street research

Indicative Value of NRGM

Precedent M&A Transactions

($ in millions)

Confidential

DRAFT

Facility Type

Date

Salt

Depleted

Transaction

EBITDA

Bcf of

$MM/Bcf

Announced

Acquiror/Seller

Cavern

Reservior

Value ($MM)

Multiple

Storage

of Storage

08/12

Boardwalk Pipeline Partners, LP/PL Midstream LLC (PL Logistics LLC)

$625.0

NA 

11.2

$55.8

10/11

Boardwalk Pipeline Partners, LP/ Petal Gas Storage, L.L.C. and Hattiesburg Gas Storage Company (Enterprise Products Partners L.P.)

550.0

12.2x

29.0

$19.0

07/11

Inergy, L.P. / Seneca Lake storage facility (New York State Electric & Gas Corp.)

65.0

NA 

2.0

32.5

06/11

Cardinal Gas Storage Partners LLC / 70% Interest in Monroe Gas Storage Co. LLC (High Sierra Energy LP)

148.0

NA 

12.0

12.3

01/11

DCP Midstream Partners LP / Propane and Butane Storage Facility (Marysville Hydrocarbon Holdings LLC)

101.0

NA 

6.8

14.9

12/10

PAA Natural Gas Storage, L.P. / Southern Pines Energy Center (SGR Holdings, L.L.C.)

750.0

17.0 

40.0

18.8

09/10

Inergy, L.P. / Tres Palacios Gas Storage LLC (NGS Energy LP)

725.0

NA 

38.4

18.9

07/10

Spectra Energy Corp. / Bobcat Gas Storage (Haddington Energy Partners, GE Energy Financial Services)

965.0

NA 

46.0

21.0

07/10

Buckeye Partners / Lodi Gas Storage (ArcLight Capital Partners)

484.0

NA 

34.0

14.2

08/09

Plains

All

American

Pipeline,

L.P./Remaining

50%

Interest

in

PAA

Natural

Gas

Storage,

LLC

(Vulcan

Capital)

220.0

11.5 

35.0

6.3

03/06

Riverstone (Niska) / Majority of Encana's Gas Storage assets (EnCana Corp.)

1,515.0

NA 

191.0

7.9

08/05

Plains All American Pipeline, L.P. and Vulcan Capital / Energy Center Investments Corporation (Sempra Energy)

510.0

7.0 

48.5

10.5

07/05

Inergy, L.P. / Stagecoach natural gas storage facility (eCORP, L.L.C.)

230.0

NA 

13.6

16.9

08/04

AGL Resources / Jefferson Island Storage (AEP)

86.0

6.5 

9.2

9.3

08/02

Scottish Power PLC (PacifiCorp Power Marketing) / Katy Storage Assets (Aquila, Inc.)

180.0

NA 

32.0

5.6

08/00

Duke Energy Gas Transmission Corp. / Market Hub Partners (NiSource)

400.0

15.3 

23.1

17.3

07/00

El Paso Energy Partners / Gas Crystal Storage (El Paso Corp.)

170.0

16.6 

6.7

25.4

All Transactions

Mean

12.3x

34.0

$18.0

Median

12.2

29.0

16.9

89

Indicative Value of NRGM

Precedent M&A Transactions (cont’d)

($ in millions, except per unit amounts)

2013E EBITDA

$171.6

Relevant EBITDA Multiple

11.5x

-

13.5x

Implied Enterprise Value Range on September 30, 2013

$1,972.9

-

$2,316.0

Implied Enterprise Value Range on July 1, 2013 @ 7.0% Discount Rate

$1,939.8

-

$2,277.2

Less: Present Value of FQ4 2013E Growth Capital Expenditures @ 7.0% Discount Rate

(29.4)

Implied Enterprise Value

$1,910.4

-

$2,247.8

2014E EBITDA

$223.5

Relevant EBITDA Multiple

11.5x

-

13.5x

Implied Enterprise Value Range on September 30, 2014

$2,570.6

-

$3,017.7

Implied Enterprise Value Range on July 1, 2013 @ 7.0% Discount Rate

$2,362.2

-

$2,773.0

Less: Present Value of FQ4 2013E and FY 2014E Growth Capital Expenditures @ 7.0% Discount Rate

(92.7)

Implied Enterprise Value

$2,269.5

-

$2,680.3

Relevant Range -

Enterprise Value

$1,910.4

-

$2,680.3

Less: Net Debt

(748.1)

Implied Equity Value

$1,162.3

-

$1,932.2

Total Units Outstanding

85.9

Implied Unit Price

-

Confidential

DRAFT

$13.53

$22.49

Confidential

DRAFT

90

Source: Public filings

(1) IBES estimates are on a calendar basis, fiscal year ends September 30

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/19/2013)

Value

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Pipelines/Storage

Boardwalk Pipeline Partners, LP

$30.58

$7,194.8

$10,730.1

13.6x

12.9x

7.0%

7.0%

7.1%

2.4%

9.3%

El Paso Pipeline Partners, L.P.

43.17

9,505.7

13,637.7

11.7

11.0

5.7%

6.2%

6.5%

4.2%

9.9%

EQT Midstream Partners, LP

37.08

1,312.2

1,290.2

13.6

10.2

3.8%

4.7%

5.5%

16.9%

20.6%

Niska Gas Storage Partners LLC

14.26

501.8

893.3

6.5

6.3

9.8%

9.8%

9.9%

3.5%

13.3%

PAA Natural Gas Storage, L.P.

22.69

1,646.3

2,227.8

18.5

17.0

6.3%

6.4%

6.6%

2.1%

8.4%

Spectra Energy Partners, LP

37.55

4,085.8

5,178.7

20.2

17.0

5.3%

5.7%

6.0%

5.4%

10.7%

TC PipeLines, LP

48.29

2,634.9

3,322.9

17.4

16.6

6.5%

6.5%

6.7%

2.3%

8.8%

Mean

14.5x

13.0x

6.3%

6.6%

6.9%

5.2%

11.6%

Median

13.6

12.9

6.3%

6.4%

6.6%

3.5%

9.9%

Inergy Midstream, L.P.

(1)

$22.90

$1,966.5

$2,646.3

12.9x

9.3x

6.8%

7.2%

7.8%

8.7%

15.5%

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/19/2013)

Value

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Storage

Niska Gas Storage Partners LLC

$14.26

$501.8

$893.3

6.5x

6.3x

9.8%

9.8%

9.9%

3.5%

13.3%

PAA Natural Gas Storage, L.P.

22.69

1,646.3

2,227.8

18.5

17.0

6.3%

6.4%

6.6%

2.1%

8.4%

Mean

12.5x

11.6x

8.1%

8.1%

8.2%

2.8%

10.9%

Inergy Midstream, L.P.

(1)

$22.90

$1,966.5

$2,646.3

12.9x

9.3x

6.8%

7.2%

7.8%

8.7%

15.5%

Indicative Value of NRGM

Peer Group Trading Analysis

($ in millions, except per unit amounts)

Publicly Traded Natural Gas Storage MLPs

Publicly Traded Natural Gas Pipeline and Storage MLPs

Peer Group Trading Analysis (cont’d)

($ in millions, except per unit amounts)

91

Indicative Value of NRGM

Source: Public filings

Confidential

DRAFT

Fiscal 2013E EBITDA

$171.6

Relevant EBITDA Multiple

14.0x

-

17.0x

Implied Enterprise Value

$2,401.8

-

$2,916.5

Fiscal 2014E EBITDA

$223.5

Relevant EBITDA Multiple

10.0x

-

13.0x

Implied Enterprise Value

$2,235.3

-

$2,905.9

Relevant Enterprise Value Range

$2,235.3

-

$2,916.5

Less: Net Debt

(748.1)

-

(748.1)

Implied Equity Value

$1,487.2

-

$2,168.4

Total Units Outstanding

85.9

Implied Unit Price

$17.31

-

$25.24

Confidential

DRAFT

Wall Street Research Price Targets

($ in millions, except per unit amounts)

Summary Price Targets

92

Analyst Recommendations

EBITDA Estimates

(1)

Indicative Value of NRGM

Hold (2) 33.3%

Buy (4) 66.7%

$182.0

$245.0

$295.0

$250.1

$399.3

$361.3

$177.4

$224.0

$186.4

$263.6

$344.7

$171.6

$223.5

$242.7

$--

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

$400.0

$450.0

2013E

2014E

2015E

$1.60

$1.73

$1.88

$1.66

$1.92

$2.14

$1.62

$1.73

$1.61

$1.76

$1.96

$1.59

$1.68

$1.77

$--

$0.50

$1.00

$1.50

$2.00

$2.50

2013E

2014E

2015E

Stifel Nicolaus

IBES

Barclays

Morgan Stanley

NRGM Management Financial Projections

Target

Firm

Analyst

Date

Recommendation

Price

Credit Suisse

Brett Reilly

01/09/13

Outperform

$28.00

JPMorgan

Jeremy Tonet

03/21/13

Overweight

26.00

Stifel Nicolaus

Selman Akyol

02/06/13

Buy

26.00

Barclays

Brian J. Zarahn

02/06/13

Overweight

26.00

Morgan Stanley

Stephen J. Maresca

11/5/12

Equal-weight

25.00

Robert W. Baird & Co

Ethan H. Bellamy

02/06/13

Neutral

24.00

Median:

$26.00

Mean:

25.83

Low:

24.00

High:

28.00

Source: Bloomberg, IBES

(1)

Distribution per unit and EBITDA estimates shown on a fiscal basis

Distribution Per Unit Estimates 

(1) 

VII.

Summary Analysis of the Proposed Exchange Ratio

DRAFT

Confidential

DRAFT

Summary Analysis of the Proposed Exchange Ratio

93

Set forth below is a summary of the relevant contribution percentages to the pro forma entity from CMLP and NRGM

Contribution Summary

Contribution  Analysis

–

Management  Projections

($ in millions)

(1)

Adjusted for CMLP and NRGM net debt outstanding as of the most recent public disclosure.  Equity value as of April 19, 2013

Metrics

Implied

Crestwood

Inergy Midstream

Pro Forma

Exchange Ratio

Pro Forma Ownership Based on Proposed Exchange Ratio

$42.7

$57.3

$100.0

42.7%

57.3%

1.061x

2013E Distributable Cash Flow

$124.7

$150.9

$275.7

45.2%

54.8%

1.178x

2014E Distributable Cash Flow

$159.6

$176.3

$335.9

47.5%

52.5%

1.290x

2015E Distributable Cash Flow

$204.4

$188.4

$392.9

52.0%

48.0%

1.546x

2013E EBITDA

(1)

$173.3

$194.3

$367.5

45.2%

54.8%

1.178x

2014E EBITDA

(1)

$214.8

$228.6

$443.4

47.1%

52.9%

1.271x

2015E EBITDA

(1)

$270.3

$247.2

$517.5

52.7%

47.3%

1.585x

DCF Equity Value

$2,033.4

$2,131.4

$4,164.8

48.8%

51.2%

1.360x

Precedent Transactions Equity Value

$1,064.8

$1,547.3

$2,612.1

40.8%

59.2%

0.981x

Peer Group Trading Equity Value

$1,411.2

$1,827.8

$3,239.0

43.6%

56.4%

1.100x

Relevant Range

Proposed Exchange Ratio

(2)

1.061x

-

-

Crestwood

Inergy Midstream

45.2%

54.8%

47.5%

52.5%

42.7%

57.3%

52.0%

48.0%

45.2%

54.8%

47.1%

52.9%

43.6%

56.4%

52.7%

47.3%

48.8%

51.2%

40.8%

59.2%

52.7%

59.2%

47.3%

40.8%

(2)    Proposed exchange ratio excludes cash consideration of $0.41 per unit

VIII.

Summary Pro Forma Impact

DRAFT

Confidential

DRAFT

Evercore analyzed the pro forma impact to NRGM unitholders and CMLP unitholders from the Proposed Transaction,

utilizing

the

CMLP

Management

Financial

Projections

and

the

NRGM

Management

Financial

Projections

previously

reviewed

herein

–

NRGM acquires CMLP assuming a 5.0% premium to CMLP’s 20-Day VWAP of $24.11 as of April 19, 2013, or $25.31

per unit, plus $0.41 in cash for a total value of $25.73 per CMLP unit, representing a total enterprise value of $2.3 billion

or 10.9x 2014E EBITDA

–

CMLP’s projected total debt outstanding of $787.4 million as of July 1, 2013 assumed by NRGM, without triggering

change of control provisions

–

Assumes one-time change of control payments to NRGM management of $10.0 million and one-time integration

expenses of $150.0 million are funded with borrowings from NRGM’s existing revolver

–

Assumes a total distribution coverage equal to NRGM’s standalone distribution coverage pro forma for the Proposed

Transaction

–

Assumes NRGM and CMLP (excluding CMM) growth capital expenditures are funded 50.0% with equity issued to the

public at an all-in discount of 8.0% to the then-current projected unit price assuming NRGM’s current yield of 6.81%

–

Transaction fees and expenses of $20.0 million are funded with borrowings on NRGM’s existing revolver

–

Assumes $10.0 million and $15.0 million of annual synergies in 2013E and 2014E, respectively, and $20.0 million of

annual synergies in each of 2015E, 2016E and 2017E

–

Evercore analyzed the pro forma impact to distributable cash flow per current CMLP unit and distribution per current

CMLP unit utilizing sensitivities related to: (i) incremental EBITDA at NRGM pro forma for the Proposed Transaction

(in excess of the annual synergies previously reviewed herein) ranging from ($15.0) to $15.0 million and (ii) an offer

price premium to CMLP’s 20-Day VWAP ranging between 0.0% and 25.0%

–

Evercore also analyzed the pro forma NRGM yield necessary for the CMLP implied pro forma projected price to equal

the CMLP standalone projected price based on CMLP’s current yield utilizing sensitivities related to an offer price

premium to CMLP’s 20-Day VWAP ranging between 0.0% and 25.0% per unit

Assumptions

94

Summary Pro Forma Impact

Transaction assumed to be financed with NRGM common equity issued directly to CMLP common unitholders

and the $25.0 million of cash consideration financed with borrowings from NRGM’s existing revolver

Implies a 1.061x NRGM/CMLP exchange ratio, assuming NRGM’s 20-Day VWAP of $23.55

CMM growth capital expenditures are funded 100.0% with borrowings on CMM’s revolving credit facility

Transaction Economics

($ in millions, except per unit amounts)

95

Summary Pro Forma Impact

Sources and Uses

Transaction Economics

Net NRGM Equity Issued

$1,525.9

Cash Consideration

25.0

Equity Value

$1,550.9

CMLP Net Debt Assumed as of July 1, 2013

787.4

Transaction Enterprise Value

$2,338.3

Assumed Annual Synergies:

2013E Annual Synergies

$10.0

2014E Annual Synergies

15.0

2015E Annual Synergies

20.0

CMLP Enterprise Value as a Multiple of:

Data

Multiple

2013E EBITDA

$173.3

13.5x

2014E EBITDA

214.8

10.9

2015E EBITDA

270.3

8.7

2013E EBITDA + Synergies

$183.3

12.8x

2014E EBITDA + Synergies

229.8

10.2

2015E EBITDA + Synergies

290.3

8.1

CMLP Equity Value as a Multiple of:

Data

Multiple

2013E DCF

$124.7

12.4x

2014E DCF

159.8

9.7

2015E DCF

204.5

7.6

2013E DCF + Synergies

$134.7

11.5x

2014E DCF + Synergies

174.8

8.9

2015E DCF + Synergies

224.5

6.9

Consideration per CMLP Unit

(1) Includes 6,516,776 common units from the conversion of the Class D Units outstanding as of July 1, 2013

Confidential

DRAFT

CMLP LP Units Outstanding

(1)

60.3

Assumed LP Unit Price @ 5.0% Premium to $24.11

$25.31

Acquired LP Equity Value

$1,525.9

Plus: Transaction Fees

20.0

Plus: One-Time Integration Expenses

15.0

Plus: Management Change of Control Payments

10.0

Plus: Cash Consideration

25.0

Less: Funding on NRGM Revolver

(70.0)

Net NRGM Equity Issued

$1,525.9

Net NRGM LP Equity Issued

$1,525.9

NRGM 20-Day VWAP

$23.85

New NRGM LP Units Issued

64.0

CMLP Pro Forma Ownership of NRGM

42.7%

CMLP 20-Day VWAP

$24.11

Offer Premium to CMLP's 20-Day VWAP

5.0%

Offer Price

$25.31

NRGM 20-Day VWAP

23.85

CMLP / NRGM Exchange Ratio

1.06x

Value of Equity Consideration

$25.31

Value of Cash Consideration

0.41

Total Consideration per CMLP Unit

$25.73

Proposed Transaction

($ in millions, except per unit amounts)

96

Summary Pro Forma Impact

Pro Forma Impact

Confidential

DRAFT

For the Quarter Ending

For the Years Ending December 31,

CAGR   

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E

-

2017E

NRGM Adjusted EBITDA

$42.4

$45.6

$50.6

$55.6

$194.3

$228.6

$247.2

$267.6

$294.8

CMLP Adjusted EBITDA

--

--

45.2

45.9

91.1

214.8

270.3

307.9

340.6

Synergies

--

--

5.0

5.0

10.0

15.0

20.0

20.0

20.0

Adjusted EBITDA

$42.4

$45.6

$100.8

$106.5

$295.4

$458.4

$537.5

$595.4

$655.4

12.7%

Less: NRGM Maintenance Capital Expenditures

(1.3)

(1.6)

(1.0)

(1.6)

(5.5)

(7.3)

(7.9)

(8.3)

(8.8)

Less: CMLP Maintenance Capital Expenditures

--

--

(3.6)

(2.5)

(6.1)

(7.2)

(7.7)

(8.9)

(11.8)

Less: NRGM Interest Expense

(9.0)

(9.6)

(9.8)

(10.3)

(38.7)

(45.4)

(53.2)

(56.7)

(57.2)

Less: CMLP Interest Expense

--

--

(11.0)

(11.3)

(22.3)

(52.4)

(62.8)

(67.6)

(72.8)

Less: Incremental Interest (Expense) / Savings

--

--

(0.5)

(0.4)

(0.8)

5.3

6.2

10.5

12.2

NRGM -

Other Income

0.4

0.5

0.0

(0.1)

0.9

0.4

2.3

0.6

(1.3)

CMLP -

Other Income

--

--

0.9

1.0

1.9

4.5

4.7

4.9

5.2

Distributable Cash Flow

$32.6

$35.0

$75.9

$81.3

$224.8

$356.4

$419.1

$470.0

$520.8

13.5%

Distributable Cash Flow

Common Units -

Public

$11.1

$11.5

$13.2

$14.0

$49.8

$62.2

$72.4

$86.4

$99.7

Common Units -

NRGY

21.1

21.9

24.6

25.6

93.3

107.4

118.0

124.9

131.8

Common Units -

CMLP

--

--

28.0

29.0

57.0

121.8

133.8

141.7

149.5

General Partner

0.4

1.6

10.1

12.7

24.8

64.9

94.9

117.1

139.8

Distributable Cash Flow

$32.6

$35.0

$75.9

$81.3

$224.8

$356.4

$419.1

$470.0

$520.8

Distributed Cash Flow

Common Units -

Public

$11.7

$11.8

$12.9

$13.0

$49.4

$60.4

$70.6

$84.8

$96.1

Common Units -

NRGY

22.3

22.6

23.9

23.9

92.6

104.1

115.0

122.6

127.0

Common Units -

CMLP

--

--

27.1

27.1

54.2

118.1

130.5

139.1

144.1

General Partner

2.1

2.6

8.2

8.1

21.0

56.2

86.7

110.7

126.0

Distributed Cash Flow

$36.1

$36.9

$72.1

$72.1

$217.2

$338.8

$402.8

$457.3

$493.3

13.3%

Proposed Transaction (cont’d)

($ in millions, except per unit amounts)

97

Summary Pro Forma Impact

Pro Forma Impact

Confidential

DRAFT

For the Quarter Ending

For the Years Ending December 31,

CAGR

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E

-

2017E

Distributed Cash Flow

$36.1

$36.9

$72.1

$72.1

$217.2

$338.8

$402.8

$457.3

$493.3

% to GP

6.0%

7.0%

11.3%

11.2%

9.7%

16.6%

21.5%

24.2%

25.5%

GP IDRs

$2.1

$2.6

$8.2

$8.1

$21.0

$56.2

$86.7

$110.7

$126.0

30.9%

Distributed Cash Flow to Common and GP Units

33.9

34.4

63.9

64.0

196.2

282.6

316.1

346.6

367.3

Weighted Average LP Units Outstanding

85.9

85.9

150.7

151.2

118.4

153.0

155.0

159.4

163.0

NRGM Summary:

DCF / LP Unit -

Pro Forma

$0.37

$0.39

$0.44

$0.45

$1.65

$1.90

$2.09

$2.21

$2.34

7.1%

Distribution / LP Unit -

Pro Forma

0.40

0.40

0.42

0.42

$1.64

$1.85

2.04

2.17

2.25

6.9%

CMLP Summary:

DCF / LP Unit -

Pro Forma

$0.48

$0.49

$0.46

$0.48

$1.92

$2.02

$2.22

$2.35

$2.48

7.1%

Distribution / LP Unit -

Pro Forma

$0.51

$0.51

$0.45

$0.45

$1.92

$1.96

$2.16

$2.31

$2.39

6.9%

LP Coverage

0.95x

0.97x

1.03x

1.07x

1.01x

1.03x

1.03x

1.02x

1.04x

Total Coverage

0.90

0.95

1.05

1.13

1.03

1.05

1.04

1.03

1.06

Distributable Cash Flow Surplus / (Shortfall)

($3.5)

($1.9)

$3.9

$9.2

$7.6

$17.6

$16.3

$12.8

$27.5

Proposed Transaction (cont’d)

($ in millions)

98

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued for CMLP Acquisition

$--

$--

$1,525.9

$--

$1,525.9

$--

$--

$--

$--

Revolver Draw for Cash Consideration

--

--

25.0

--

25.0

--

--

--

--

CMLP Net Debt Assumed

--

--

787.4

--

787.4

--

--

--

--

Revolver Draw for Transaction Fees and Expenses

--

--

70.0

--

70.0

--

--

--

--

Equity Issued for Growth Capital Expenditures

--

--

18.0

11.5

29.5

73.9

45.6

43.6

6.3

Equity Issuance in Q4 2016E

--

--

--

--

--

--

--

150.0

--

Debt Issued / (Repaid)

42.0

38.1

35.8

3.3

119.2

97.8

162.0

9.1

31.8

DCF Surplus / (Shortfall)

(3.5)

(1.9)

3.9

9.2

7.6

17.6

16.3

12.8

27.5

Total Sources

$38.5

$36.2

$2,465.9

$24.0

$2,564.6

$189.2

$223.9

$215.5

$65.6

Debt Issued / (Repaid), net of Surplus / (Shortfall)

$42.0

$38.1

$60.8

$3.3

$144.2

$97.8

$162.0

$9.1

$31.8

Total Equity Issued

--

--

1,543.9

11.5

1,555.5

73.9

45.6

43.6

6.3

Uses:

CMLP Merger

$--

$--

$2,338.3

$--

$2,338.3

$--

$--

$--

$--

CMLP Transaction Fees and Expenses

--

--

70.0

--

70.0

--

--

--

--

NRGM Growth Capital Expenditures

28.8

26.6

29.7

16.3

101.4

84.6

150.5

142.6

2.0

CMLP Growth Capital Expenditures

--

--

6.3

6.8

13.1

63.1

31.8

31.7

23.3

CMM Growth Capital Expenditures

--

--

21.5

5.5

27.0

45.0

40.0

40.0

40.0

Other

9.7

9.6

0.2

(4.6)

14.8

(3.5)

1.5

1.2

0.3

Total Uses

$38.5

$36.2

$2,465.9

$24.0

$2,564.6

$189.2

$223.9

$215.5

$65.6

Pro Forma Credit Statistics

Debt / Adjusted EBITDA

4.3x

3.8x

3.5x

3.2x

3.0x

Net Debt / Adjusted EBITDA

4.3

3.8

3.5

3.2

3.0

Standalone NRGM Credit Statistics

Debt / Adjusted EBITDA

4.0x

3.6x

3.9x

3.7x

3.3x

Net Debt / Adjusted EBITDA

4.0

3.6

3.9

3.7

3.3

Standalone CMLP Credit Statistics

Debt / Adjusted EBITDA

4.8x

4.4x

3.7x

3.4x

3.2x

Net Debt / Adjusted EBITDA

4.8

4.4

3.7

3.4

3.2

Capital Structure

Cash

$--

$--

$--

$--

$--

$--

$--

$--

$--

Total Debt

712.1

750.2

1,637.9

1,641.2

1,641.2

1,738.9

1,901.0

1,910.1

1,941.8

Net Debt

$712.1

$750.2

$1,637.9

$1,641.2

$1,641.2

$1,738.9

$1,901.0

$1,910.1

$1,941.8

Confidential

DRAFT

Confidential

DRAFT

Pro

Forma

Impact

–

CMLP

Unitholder

99

Summary Pro Forma Impact

CMLP Accretion / (Dilution)

For the Quarter Ending

For the Years Ending December 31,

CAGR

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E -

2017E

CMLP Accretion / (Dilution):

DCF / LP Unit -

Standalone

$0.50

$0.51

$1.99

$2.14

$2.51

$2.78

$2.98

11.6%

DCF / LP Unit -

Pro Forma

$0.46

$0.48

$1.92

$2.02

$2.22

$2.35

$2.48

7.1%

Accretion

/

(Dilution)

-

$

($0.04)

($0.03)

($0.07)

($0.12)

($0.29)

($0.42)

($0.50)

Accretion

/

(Dilution)

-

%

(7.4%)

(6.4%)

(3.5%)

(5.7%)

(11.6%)

(15.3%)

(16.8%)

Distribution / LP Unit -

Standalone

$0.52

$0.53

$2.07

$2.15

$2.37

$2.60

$2.86

10.0%

Distribution / LP Unit -

Pro Forma

$0.45

$0.45

$1.92

$1.96

$2.16

$2.31

$2.39

6.9%

Accretion

/

(Dilution)

-

$

($0.07)

($0.08)

($0.15)

($0.19)

($0.20)

($0.29)

($0.47)

Accretion

/

(Dilution)

-

%

(13.4%)

(15.2%)

(7.3%)

(8.9%)

(8.5%)

(11.3%)

(16.5%)

Standalone Distribution Coverage

0.94x

0.95x

0.93x

0.99x

1.10x

1.10x

1.06x

Pro Forma Distribution Coverage

1.05

1.13

1.03

1.05

1.04

1.03

1.06

Standalone Debt/EBITDA

4.8x

4.4x

3.7x

3.4x

3.2x

Pro Forma Debt/EBITDA

4.3

3.8

3.5

3.2

3.0

Confidential

DRAFT   

Pro Forma Impact –

NRGM Unitholder

100

Summary Pro Forma Impact

NRGM Accretion / (Dilution)

For the Quarter Ending

For the Years Ending December 31,

CAGR

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E -

2017E

NRGM Accretion / (Dilution):

DCF / LP Unit -

Standalone

$0.42

$0.44

$1.62

$1.77

$1.83

$1.89

$1.96

3.6%

DCF / LP Unit -

Pro Forma

$0.44

$0.45

$1.65

$1.90

$2.09

$2.21

$2.34

7.1%

Accretion

/

(Dilution)

-

$

$0.02

$0.02

$0.04

$0.14

$0.26

$0.33

$0.37

Accretion

/

(Dilution) 

-

%

4.8%

3.5%

2.2%

7.8%

14.2%

17.3%

19.1%

Distribution / LP Unit -

Standalone

$0.41

$0.41

$1.61

$1.72

$1.79

$1.86

$1.89

3.2%

Distribution / LP Unit -

Pro Forma

0.42

0.42

1.64

1.85

2.04

2.17

2.25

6.9%

Accretion 

/

(Dilution) 

-

$

$0.02

$0.01

$0.03

$0.13

$0.25

$0.32

$0.37

Accretion

/

(Dilution)

-

%

4.7%

3.3%

2.0%

7.7%

13.9%

17.1%

19.4%

Standalone Distribution Coverage

1.05x

1.13x

1.01x

1.07x

1.04x

1.03x

1.06x

Pro Forma Distribution Coverage

1.05

1.13

1.03

1.05

1.04

1.03

1.06

Standalone Debt/EBITDA

4.0x

3.6x

3.9x

3.7x

3.3x

Pro Forma Debt/EBITDA

4.3

3.8

3.5

3.2

3.0

CMLP Sensitivity Analysis

($ in millions, except per unit amounts)

101

Summary Pro Forma Impact

(1)

Based on CMLP’s current yield of 8.2%.  Assumes $0.0 million of incremental EBITDA

1.01x

1.06x

1.11x

1.16x

1.21x

1.26x

$24.11

$25.31

$26.52

$27.72

$28.93

$30.14

($0.15)

--

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.23)

($0.20)

($0.17)

($0.14)

($0.11)

($0.08)

(10.0)

(0.21)

(0.18)

(0.15)

(0.12)

(0.09)

(0.06)

(5.0)

(0.20)

(0.17)

(0.13)

(0.10)

(0.07)

(0.04)

--

(0.18)

(0.15)

(0.12)

(0.09)

(0.05)

(0.02)

5.0

(0.17)

(0.13)

(0.10)

(0.07)

(0.04)

(0.01)

10.0

(0.15)

(0.12)

(0.08)

(0.05)

(0.02)

0.01

15.0

(0.14)

(0.10)

(0.07)

(0.04)

(0.00)

0.03

7.4%

7.6%

7.7%

7.8%

8.0%

8.1%

CMLP

2014E

Distribution/LP

Unit

Accretion/(Dilution)

-

$

Implied Exchange Ratio/ Offer Price per CMLP Unit/Premium to 20-Day VWAP/

1.01x

1.06x

1.11x

1.16x

1.21x

1.26x

$24.11

$25.31

$26.52

$27.72

$28.93

$30.14

($0.19)

--

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.31)

($0.24)

($0.17)

($0.11)

($0.04)

$0.02

(10.0)

(0.29)

(0.22)

(0.16)

(0.09)

(0.02)

0.04

(5.0)

(0.28)

(0.21)

(0.14)

(0.07)

(0.01)

0.06

--

(0.26)

(0.19)

(0.12)

(0.05)

0.01

0.08

5.0

(0.25)

(0.17)

(0.11)

(0.04)

0.03

0.10

10.0

(0.23)

(0.16)

(0.09)

(0.02)

0.05

0.11

15.0

(0.21)

(0.14)

(0.07)

(0.00)

0.07

0.13

Breakeven Yield

(1) 

7.2%

7.4%

7.7%

8.0%

8.2%

8.5%

CMLP

2015E

Distribution/LP

Unit

Accretion/(Dilution)

-

$

Implied Exchange Ratio/ Offer Price per CMLP Unit/Premium to 20-Day VWAP/

1.01x

1.06x

1.11x

1.16x

1.21x

1.26x

$24.11

$25.31

$26.52

$27.72

$28.93

$30.14

($0.20)

--

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.33)

($0.25)

($0.18)

($0.11)

($0.03)

$0.03

(10.0)

(0.31)

(0.23)

(0.16)

(0.09)

(0.02)

0.05

(5.0)

(0.29)

(0.22)

(0.14)

(0.07)

0.00

0.07

--

(0.28)

(0.20)

(0.13)

(0.05)

0.02

0.09

5.0

(0.26)

(0.18)

(0.11)

(0.04)

0.04

0.11

10.0

(0.25)

(0.17)

(0.09)

(0.02)

0.05

0.13

15.0

(0.23)

(0.15)

(0.08)

(0.00)

0.07

0.14

7.2%

7.5%

7.7%

8.0%

8.2%

8.5%

CMLP

2016E

Distribution/LP

Unit

Accretion/(Dilution)

-

$

Implied Exchange Ratio/ Offer Price per CMLP Unit/Premium to 20-Day VWAP/

1.01x

1.06x

1.11x

1.16x

1.21x

1.26x

$24.11

$25.31

$26.52

$27.72

$28.93

$30.14

($0.29)

--

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.42)

($0.34)

($0.27)

($0.19)

($0.11)

($0.04)

(10.0)

(0.41)

(0.33)

(0.25)

(0.17)

(0.10)

(0.02)

(5.0)

(0.39)

(0.31)

(0.23)

(0.15)

(0.08)

(0.00)

--

(0.38)

(0.29)

(0.22)

(0.14)

(0.06)

0.01

5.0

(0.36)

(0.28)

(0.20)

(0.12)

(0.04)

0.03

10.0

(0.34)

(0.26)

(0.18)

(0.10)

(0.03)

0.05

15.0

(0.33)

(0.25)

(0.17)

(0.09)

(0.01)

0.07

7.0%

7.2%

7.5%

7.7%

8.0%

8.2%

CMLP

2017E

Distribution/LP

Unit

Accretion/(Dilution)

-

$

Implied Exchange Ratio/ Offer Price per CMLP Unit/Premium to 20-Day VWAP/

1.01x

1.06x

1.11x

1.16x

1.21x

1.26x

$24.11

$25.31

$26.52

$27.72

$28.93

$30.14

($0.47)

--

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.60)

($0.52)

($0.44)

($0.36)

($0.28)

($0.20)

(10.0)

(0.59)

(0.50)

(0.42)

(0.34)

(0.26)

(0.19)

(5.0)

(0.57)

(0.49)

(0.41)

(0.33)

(0.25)

(0.17)

--

(0.56)

(0.47)

(0.39)

(0.31)

(0.23)

(0.15)

5.0

(0.54)

(0.46)

(0.37)

(0.29)

(0.21)

(0.14)

10.0

(0.53)

(0.44)

(0.36)

(0.28)

(0.20)

(0.12)

15.0

(0.51)

(0.43)

(0.34)

(0.26)

(0.18)

(0.10)

6.6%

6.8%

7.1%

7.3%

7.5%

7.7%

Confidential

DRAFT

Breakeven Yield

(1) 

Breakeven Yield

(1) 

Breakeven Yield

(1) 

Breakeven Yield

(1) 

Implied Exchange Ratio/ Offer Price per CMLP Unit/Premium to 20-Day VWAP/

CMLP

2013E

Distribution/LP

Unit

Accretion/(Dilution)

-

$

Confidential

DRAFT    

Pro Forma Impact to CMLP Unitholder

102

Summary Pro Forma Impact

Potential CMLP Unit Price Impact

For the Quarter Ending

For the Years Ending December 31,

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

Potential CMLP Unit Price Impact:

Distribution / LP Unit -

Standalone

$0.52

$0.53

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.2%

8.2%

8.2%

8.2%

8.2%

8.2%

8.2%

CMLP Standalone Projected Unit Price -

Current Yield

$25.46

$25.95

$25.34

$26.33

$28.96

$31.86

$35.04

Standalone Projected Yield -

CMLP Management Financial Projections

8.0%

7.5%

7.5%

7.5%

7.5%

7.5%

7.5%

CMLP Standalone Unit Price -

CMLP Management Financial Projections

$26.00

$28.27

$27.60

$28.68

$31.55

$34.70

$38.17

Distribution / LP Unit -

Pro Forma

$0.45

$0.45

$1.92

$1.96

$2.16

$2.31

$2.39

NRGM Current Yield

6.8%

6.8%

6.8%

6.8%

6.8%

6.8%

6.8%

CMLP Implied Pro Forma Unit Price

$26.43

$26.40

$28.18

$28.77

$31.78

$33.88

$35.10

CMLP Standalone Unit Price -

Current Yield

$25.46

$25.95

$25.34

$26.33

$28.96

$31.86

$35.04

CMLP Implied Pro Forma Unit Price

$26.43

$26.40

$28.18

$28.77

$31.78

$33.88

$35.10

Per

Unit

Value

Accretion

/

(Dilution)

-

$

$0.97

$0.45

$2.84

$2.44

$2.82

$2.03

$0.06

Per

Unit

Value

Accretion

/

(Dilution)

-

%

3.8%

1.7%

11.2%

9.3%

9.7%

6.4%

0.2%

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

7.1%

6.9%

7.6%

7.4%

7.5%

7.2%

6.8%

CMLP Standalone Unit Price -

CMLP Management Financial Projections

$26.00

$28.27

$27.60

$28.68

$31.55

$34.70

$38.17

CMLP Implied Pro Forma Unit Price

$26.43

$26.40

$28.18

$28.77

$31.78

$33.88

$35.10

Per

Unit

Value

Accretion

/

(Dilution)

-

$

$0.43

($1.87)

$0.58

$0.09

$0.23

($0.82)

($3.07)

Per

Unit

Value

Accretion

/

(Dilution)

-

%

1.7%

(6.6%)

2.1%

0.3%

0.7%

(2.4%)

(8.0%)

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

6.9%

6.4%

7.0%

6.8%

6.9%

6.7%

6.3%

Summary Pro Forma Impact

103

MLP Yield Determinants

The following charts set forth the yield for all MLPs excluding variable rate and upstream MLPs relative to: (i) near-term

distribution growth; (ii) long-term distribution growth; (iii) size, as reflected by equity market capitalization; (iv) distribution

coverage and diversification as measured by the number of business lines in which each MLP participates

Long-Term Distribution Growth

Size

Near-Term Distribution Growth

Diversification

Distribution Coverage

CMLP

NRGM

CMLP

NRGM

CMLP

NRGM

CMLP

NRGM

CMLP

NRGM

R²

= 0.5182

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

2013E-2014E IBES Consensus Distribution Growth Rate

R²

= 0.4852

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

0.0%

5.0%

10.0%

15.0%

20.0%

3-Year IBES Consensus Distribution Growth Rate

R²

= 0.0771

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

$0.0

$10,000.0

$20,000.0

$30,000.0

$40,000.0

$50,000.0

$60,000.0

Equity Value

R²

= 0.0039

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

0.50 x

0.75 x

1.00 x

1.25 x

1.50 x

1.75 x

Distribution Coverage

R²

= 0.1121

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

--

5.0

10.0

15.0

Diversification

Confidential

DRAFT

Summary Pro Forma Impact

104

R

2

=

0.5182

Confidential

DRAFT

MLPs by Near-Term Distribution Growth (2013E – 2014E IBES Consensus)

($ in millions)

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

MPLX LP

$2,696.0

2.9%

19.7%

16.5%

1.14x

Tesoro Logistics LP

2,460.8

3.7%

19.5%

15.7%

1.10x

Seadrill Partners LLC

1,291.9

5.5%

18.2%

0.0%

1.10x

Blueknight Energy Partners, L.P.

457.7

5.4%

16.2%

15.4%

1.06x

Sunoco Logistics Partners, L.P.

6,719.2

3.4%

15.3%

10.1%

1.45x

Rose Rock Midstream, L.P.

846.7

4.2%

14.8%

0.0%

1.10x

Access Midstream Partners, L.P.

7,814.3

4.5%

14.7%

11.5%

1.23x

Western Gas Partners, LP

6,231.5

3.7%

14.7%

12.4%

1.10x

Oiltanking Partners, L.P.

1,969.8

3.1%

13.7%

0.0%

1.15x

Susser Petroleum Partners LP

695.1

5.5%

13.7%

10.9%

1.45x

EQT Midstream Partners, LP

1,312.2

3.8%

13.1%

17.3%

1.29x

Atlas Pipeline Partners, L.P.

2,341.9

6.5%

12.9%

9.1%

1.15x

Pro Forma NRGM

3,450.2

TBD

12.3%

9.8%

1.03x

NGL Energy Partners LP

1,567.9

6.5%

12.3%

10.1%

1.50x

Inergy, L.P.

2,846.9

5.4%

12.2%

0.0%

1.34x

Magellan Midstream Partners, L.P.

11,837.2

3.8%

11.1%

11.4%

1.20x

Genesis Energy, L.P.

3,971.4

4.2%

10.6%

9.0%

1.20x

MarkWest Energy Partners, L.P.

9,046.7

5.4%

10.5%

9.7%

1.23x

Targa Resources Partners LP

5,040.6

5.6%

10.4%

8.7%

1.25x

Hi-Crush Partners LP

542.9

9.5%

10.4%

0.0%

0.82x

Calumet Specialty Products Partners, L.P.

2,584.6

7.0%

9.9%

6.0%

1.43x

Delek Logistics Partners, LP

696.4

5.3%

8.7%

12.1%

1.24x

Plains All American Pipeline, L.P.

19,490.0

4.0%

8.7%

8.4%

1.03x

Inergy Midstream, L.P.

1,967.2

6.8%

8.7%

0.0%

1.10x

Crosstex Energy, L.P.

1,828.0

6.9%

8.6%

6.2%

1.30x

Summit Midstream Partners, LP

1,341.0

6.1%

8.0%

8.0%

1.20x

ONEOK Partners, L.P.

12,498.1

5.1%

8.0%

11.1%

1.12x

Copano Energy, L.L.C.

3,207.3

5.7%

7.9%

6.1%

1.19x

DCP Midstream Partners, LP

2,946.1

5.8%

7.9%

7.7%

1.19x

TransMontaigne Partners L.P.

711.8

5.3%

7.5%

0.0%

1.30x

Global Partners LP

975.9

6.5%

7.5%

0.0%

1.32x

Williams Partners L.P.

22,133.3

6.3%

7.3%

5.9%

1.00x

Alliance Resource Partners, L.P.

2,483.8

6.7%

7.3%

5.4%

1.30x

Lehigh Gas Partners LP

356.9

7.5%

6.8%

0.0%

1.20x

USA Compression Partners, LP

587.9

8.6%

6.5%

7.0%

1.15x

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

Holly Energy Partners, L.P.

$1,158.3

4.7%

6.4%

0.0%

1.03x

Enterprise Products Partners L.P.

54,895.2

4.3%

6.2%

6.7%

1.18x

Compressco Partners LP

361.4

7.4%

5.9%

0.0%

1.29x

Kinder Morgan Energy Partners, L.P.

35,228.5

5.7%

5.9%

4.4%

1.01x

Energy Transfer Partners, L.P.

14,768.9

7.4%

5.6%

0.0%

1.04x

El Paso Pipeline Partners, L.P.

9,505.7

5.7%

5.1%

4.4%

1.06x

SunCoke Energy Partners, L.P.

658.8

8.0%

4.8%

10.1%

1.15x

Spectra Energy Partners, LP

4,085.8

5.3%

4.7%

5.6%

1.16x

Teekay Offshore Partners

2,292.2

6.7%

4.7%

6.3%

1.14x

Eagle Rock Energy Partners, L.P.

1,497.9

8.7%

4.5%

3.3%

1.38x

Amerigas Partners, L.P.

4,231.7

7.2%

4.4%

4.2%

1.41x

Teekay LNG Partners L.P.

2,897.6

6.6%

4.0%

4.1%

1.20x

Crestwood Midstream Partners LP

1,524.9

8.2%

3.9%

4.3%

1.02x

Exterran Partners, L.P.

1,201.8

7.4%

3.8%

2.9%

1.29x

Regency Energy Partners LP

5,360.4

7.1%

3.7%

4.7%

1.06x

Buckeye Partners, L.P.

6,408.4

6.8%

2.9%

2.7%

1.03x

Suburban Propane Partners, L.P.

2,706.7

7.4%

2.8%

2.8%

1.06x

PVR Partners, L.P.

3,213.6

8.8%

2.7%

0.9%

1.10x

Enbridge Energy Partners, L.P.

9,519.5

7.3%

2.3%

3.1%

1.00x

Southcross Energy Partners, L.P.

520.1

7.7%

2.2%

6.3%

1.15x

TC PipeLines, LP

2,634.9

6.5%

2.1%

2.2%

1.25x

Boardwalk Pipeline Partners, LP

7,194.8

7.0%

1.4%

2.4%

1.04x

PAA Natural Gas Storage, L.P.

1,646.3

6.3%

1.0%

1.5%

1.08x

Golar LNG Partners LP

1,777.3

6.5%

1.0%

0.0%

1.10x

Martin Midstream Partners L.P.

1,092.4

7.7%

0.6%

2.3%

1.01x

Niska Gas Storage Partners LLC

501.8

9.8%

0.3%

3.8%

1.36x

NuStar Energy LP

4,319.5

8.1%

0.2%

1.1%

0.79x

Cheniere Energy Partners, L.P.

7,318.3

6.4%

0.0%

0.0%

1.04x

Natural Resource Partners L.P.

2,447.1

9.5%

0.0%

2.9%

0.97x

Rhino Resource Partners LP

398.2

12.7%

0.0%

0.0%

1.40x

Ferrellgas Partners, L.P.

1,567.2

10.3%

0.0%

0.0%

1.02x

Capital Products Partners L.P.

740.1

10.9%

0.0%

0.0%

1.20x

Navios Maritime Partners

948.7

12.3%

0.0%

0.0%

1.25x

American Midstream Partners, LP

159.9

10.1%

0.0%

3.8%

1.05x

Stonemor Partners L.P.

565.0

9.0%

0.0%

0.0%

1.07x

Summary Pro Forma Impact

105

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

EQT Midstream Partners, LP

$1,312.2

3.8%

13.1%

17.3%

1.29x

MPLX LP

2,696.0

2.9%

19.7%

16.5%

1.14x

Tesoro Logistics LP

2,460.8

3.7%

19.5%

15.7%

1.10x

Blueknight Energy Partners, L.P.

457.7

5.4%

16.2%

15.4%

1.06x

Western Gas Partners, LP

6,231.5

3.7%

14.7%

12.4%

1.10x

Delek Logistics Partners, LP

696.4

5.3%

8.7%

12.1%

1.24x

Access Midstream Partners, L.P.

7,814.3

4.5%

14.7%

11.5%

1.23x

Magellan Midstream Partners, L.P.

11,837.2

3.8%

11.1%

11.4%

1.20x

ONEOK Partners, L.P.

12,498.1

5.1%

8.0%

11.1%

1.12x

Susser Petroleum Partners LP

695.1

5.5%

13.7%

10.9%

1.45x

Sunoco Logistics Partners, L.P.

6,719.2

3.4%

15.3%

10.1%

1.45x

NGL Energy Partners LP

1,567.9

6.5%

12.3%

10.1%

1.50x

SunCoke Energy Partners, L.P.

658.8

8.0%

4.8%

10.1%

1.15x

Pro Forma NRGM

3,450.2

TBD

12.3%

9.8%

1.03x

MarkWest Energy Partners, L.P.

9,046.7

5.4%

10.5%

9.7%

1.23x

Atlas Pipeline Partners, L.P.

2,341.9

6.5%

12.9%

9.1%

1.15x

Genesis Energy, L.P.

3,971.4

4.2%

10.6%

9.0%

1.20x

Targa Resources Partners LP

5,040.6

5.6%

10.4%

8.7%

1.25x

Plains All American Pipeline, L.P.

19,490.0

4.0%

8.7%

8.4%

1.03x

Summit Midstream Partners, LP

1,341.0

6.1%

8.0%

8.0%

1.20x

DCP Midstream Partners, LP

2,946.1

5.8%

7.9%

7.7%

1.19x

USA Compression Partners, LP

587.9

8.6%

6.5%

7.0%

1.15x

Enterprise Products Partners L.P.

54,895.2

4.3%

6.2%

6.7%

1.18x

Southcross Energy Partners, L.P.

520.1

7.7%

2.2%

6.3%

1.15x

Teekay Offshore Partners

2,292.2

6.7%

4.7%

6.3%

1.14x

Crosstex Energy, L.P.

1,828.0

6.9%

8.6%

6.2%

1.30x

Copano Energy, L.L.C.

3,207.3

5.7%

7.9%

6.1%

1.19x

Calumet Specialty Products Partners, L.P.

2,584.6

7.0%

9.9%

6.0%

1.43x

Williams Partners L.P.

22,133.3

6.3%

7.3%

5.9%

1.00x

Spectra Energy Partners, LP

4,085.8

5.3%

4.7%

5.6%

1.16x

Alliance Resource Partners, L.P.

2,483.8

6.7%

7.3%

5.4%

1.30x

Regency Energy Partners LP

5,360.4

7.1%

3.7%

4.7%

1.06x

Kinder Morgan Energy Partners, L.P.

35,228.5

5.7%

5.9%

4.4%

1.01x

El Paso Pipeline Partners, L.P.

9,505.7

5.7%

5.1%

4.4%

1.06x

Crestwood Midstream Partners LP

1,524.9

8.2%

3.9%

4.3%

1.02x

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

Amerigas Partners, L.P.

$4,231.7

7.2%

4.4%

4.2%

1.41x

Teekay LNG Partners L.P.

2,897.6

6.6%

4.0%

4.1%

1.20x

Niska Gas Storage Partners LLC

501.8

9.8%

0.3%

3.8%

1.36x

American Midstream Partners, LP

159.9

10.1%

0.0%

3.8%

1.05x

Eagle Rock Energy Partners, L.P.

1,497.9

8.7%

4.5%

3.3%

1.38x

Enbridge Energy Partners, L.P.

9,519.5

7.3%

2.3%

3.1%

1.00x

Natural Resource Partners L.P.

2,447.1

9.5%

0.0%

2.9%

0.97x

Exterran Partners, L.P.

1,201.8

7.4%

3.8%

2.9%

1.29x

Suburban Propane Partners, L.P.

2,706.7

7.4%

2.8%

2.8%

1.06x

Buckeye Partners, L.P.

6,408.4

6.8%

2.9%

2.7%

1.03x

Boardwalk Pipeline Partners, LP

7,194.8

7.0%

1.4%

2.4%

1.04x

Martin Midstream Partners L.P.

1,092.4

7.7%

0.6%

2.3%

1.01x

TC PipeLines, LP

2,634.9

6.5%

2.1%

2.2%

1.25x

PAA Natural Gas Storage, L.P.

1,646.3

6.3%

1.0%

1.5%

1.08x

NuStar Energy LP

4,319.5

8.1%

0.2%

1.1%

0.79x

PVR Partners, L.P.

3,213.6

8.8%

2.7%

0.9%

1.10x

Cheniere Energy Partners, L.P.

7,318.3

6.4%

0.0%

0.0%

1.04x

Compressco Partners LP

361.4

7.4%

5.9%

0.0%

1.29x

Energy Transfer Partners, L.P.

14,768.9

7.4%

5.6%

0.0%

1.04x

Global Partners LP

975.9

6.5%

7.5%

0.0%

1.32x

Holly Energy Partners, L.P.

1,158.3

4.7%

6.4%

0.0%

1.03x

Inergy Midstream, L.P.

1,967.2

6.8%

8.7%

0.0%

1.10x

Lehigh Gas Partners LP

356.9

7.5%

6.8%

0.0%

1.20x

Rose Rock Midstream, L.P.

846.7

4.2%

14.8%

0.0%

1.10x

TransMontaigne Partners L.P.

711.8

5.3%

7.5%

0.0%

1.30x

Rhino Resource Partners LP

398.2

12.7%

0.0%

0.0%

1.40x

Ferrellgas Partners, L.P.

1,567.2

10.3%

0.0%

0.0%

1.02x

Hi-Crush Partners LP

542.9

9.5%

10.4%

0.0%

0.82x

Inergy, L.P.

2,846.9

5.4%

12.2%

0.0%

1.34x

Seadrill Partners LLC

1,291.9

5.5%

18.2%

0.0%

1.10x

Capital Products Partners L.P.

740.1

10.9%

0.0%

0.0%

1.20x

Golar LNG Partners LP

1,777.3

6.5%

1.0%

0.0%

1.10x

Navios Maritime Partners

948.7

12.3%

0.0%

0.0%

1.25x

Oiltanking Partners, L.P.

1,969.8

3.1%

13.7%

0.0%

1.15x

Stonemor Partners L.P.

565.0

9.0%

0.0%

0.0%

1.07x

R

2

=

0.4852

MLPs by Long-Term Distribution Growth (3-Year IBES Consensus)

($ in millions)

Confidential

DRAFT

Confidential

DRAFT   

Summary Pro Forma Impact

106

MLPs by Equity Value –

As of April 19, 2013

($ in millions)

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

Enterprise Products Partners L.P.

$54,895.2

4.3%

6.2%

6.7%

1.18x

Kinder Morgan Energy Partners, L.P.

35,228.5

5.7%

5.9%

4.4%

1.01x

Williams Partners L.P.

22,133.3

6.3%

7.3%

5.9%

1.00x

Plains All American Pipeline, L.P.

19,490.0

4.0%

8.7%

8.4%

1.03x

Energy Transfer Partners, L.P.

14,768.9

7.4%

5.6%

0.0%

1.04x

ONEOK Partners, L.P.

12,498.1

5.1%

8.0%

11.1%

1.12x

Magellan Midstream Partners, L.P.

11,837.2

3.8%

11.1%

11.4%

1.20x

Enbridge Energy Partners, L.P.

9,519.5

7.3%

2.3%

3.1%

1.00x

El Paso Pipeline Partners, L.P.

9,505.7

5.7%

5.1%

4.4%

1.06x

MarkWest Energy Partners, L.P.

9,046.7

5.4%

10.5%

9.7%

1.23x

Access Midstream Partners, L.P.

7,814.3

4.5%

14.7%

11.5%

1.23x

Cheniere Energy Partners, L.P.

7,318.3

6.4%

0.0%

0.0%

1.04x

Boardwalk Pipeline Partners, LP

7,194.8

7.0%

1.4%

2.4%

1.04x

Sunoco Logistics Partners, L.P.

6,719.2

3.4%

15.3%

10.1%

1.45x

Buckeye Partners, L.P.

6,408.4

6.8%

2.9%

2.7%

1.03x

Western Gas Partners, LP

6,231.5

3.7%

14.7%

12.4%

1.10x

Regency Energy Partners LP

5,360.4

7.1%

3.7%

4.7%

1.06x

Targa Resources Partners LP

5,040.6

5.6%

10.4%

8.7%

1.25x

NuStar Energy LP

4,319.5

8.1%

0.2%

1.1%

0.79x

Amerigas Partners, L.P.

4,231.7

7.2%

4.4%

4.2%

1.41x

Spectra Energy Partners, LP

4,085.8

5.3%

4.7%

5.6%

1.16x

Genesis Energy, L.P.

3,971.4

4.2%

10.6%

9.0%

1.20x

Pro Forma NRGM

3,450.2

TBD

12.3%

9.8%

1.03x

PVR Partners, L.P.

3,213.6

8.8%

2.7%

0.9%

1.10x

Copano Energy, L.L.C.

3,207.3

5.7%

7.9%

6.1%

1.19x

DCP Midstream Partners, LP

2,946.1

5.8%

7.9%

7.7%

1.19x

Teekay LNG Partners L.P.

2,897.6

6.6%

4.0%

4.1%

1.20x

Inergy, L.P.

2,846.9

5.4%

12.2%

0.0%

1.34x

Suburban Propane Partners, L.P.

2,706.7

7.4%

2.8%

2.8%

1.06x

MPLX LP

2,696.0

2.9%

19.7%

16.5%

1.14x

TC PipeLines, LP

2,634.9

6.5%

2.1%

2.2%

1.25x

Calumet Specialty Products Partners, L.P.

2,584.6

7.0%

9.9%

6.0%

1.43x

Alliance Resource Partners, L.P.

2,483.8

6.7%

7.3%

5.4%

1.30x

Tesoro Logistics LP

2,460.8

3.7%

19.5%

15.7%

1.10x

Natural Resource Partners L.P.

2,447.1

9.5%

0.0%

2.9%

0.97x

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

Atlas Pipeline Partners, L.P.

$2,341.9

6.5%

12.9%

9.1%

1.15x

Teekay Offshore Partners

2,292.2

6.7%

4.7%

6.3%

1.14x

Oiltanking Partners, L.P.

1,969.8

3.1%

13.7%

0.0%

1.15x

Inergy Midstream, L.P.

1,967.2

6.8%

8.7%

0.0%

1.10x

Crosstex Energy, L.P.

1,828.0

6.9%

8.6%

6.2%

1.30x

Golar LNG Partners LP

1,777.3

6.5%

1.0%

0.0%

1.10x

PAA Natural Gas Storage, L.P.

1,646.3

6.3%

1.0%

1.5%

1.08x

NGL Energy Partners LP

1,567.9

6.5%

12.3%

10.1%

1.50x

Ferrellgas Partners, L.P.

1,567.2

10.3%

0.0%

0.0%

1.02x

Crestwood Midstream Partners LP

1,524.9

8.2%

3.9%

4.3%

1.02x

Eagle Rock Energy Partners, L.P.

1,497.9

8.7%

4.5%

3.3%

1.38x

Summit Midstream Partners, LP

1,341.0

6.1%

8.0%

8.0%

1.20x

EQT Midstream Partners, LP

1,312.2

3.8%

13.1%

17.3%

1.29x

Seadrill Partners LLC

1,291.9

5.5%

18.2%

0.0%

1.10x

Exterran Partners, L.P.

1,201.8

7.4%

3.8%

2.9%

1.29x

Holly Energy Partners, L.P.

1,158.3

4.7%

6.4%

0.0%

1.03x

Martin Midstream Partners L.P.

1,092.4

7.7%

0.6%

2.3%

1.01x

Global Partners LP

975.9

6.5%

7.5%

0.0%

1.32x

Navios Maritime Partners

948.7

12.3%

0.0%

0.0%

1.25x

Rose Rock Midstream, L.P.

846.7

4.2%

14.8%

0.0%

1.10x

Capital Products Partners L.P.

740.1

10.9%

0.0%

0.0%

1.20x

TransMontaigne Partners L.P.

711.8

5.3%

7.5%

0.0%

1.30x

Delek Logistics Partners, LP

696.4

5.3%

8.7%

12.1%

1.24x

Susser Petroleum Partners LP

695.1

5.5%

13.7%

10.9%

1.45x

SunCoke Energy Partners, L.P.

658.8

8.0%

4.8%

10.1%

1.15x

USA Compression Partners, LP

587.9

8.6%

6.5%

7.0%

1.15x

Stonemor Partners L.P.

565.0

9.0%

0.0%

0.0%

1.07x

Hi-Crush Partners LP

542.9

9.5%

10.4%

0.0%

0.82x

Southcross Energy Partners, L.P.

520.1

7.7%

2.2%

6.3%

1.15x

Niska Gas Storage Partners LLC

501.8

9.8%

0.3%

3.8%

1.36x

Blueknight Energy Partners, L.P.

457.7

5.4%

16.2%

15.4%

1.06x

Rhino Resource Partners LP

398.2

12.7%

0.0%

0.0%

1.40x

Compressco Partners LP

361.4

7.4%

5.9%

0.0%

1.29x

Lehigh Gas Partners LP

356.9

7.5%

6.8%

0.0%

1.20x

American Midstream Partners, LP

159.9

10.1%

0.0%

3.8%

1.05x

R   = 0.0771

2

Confidential

DRAFT

Summary Pro Forma Impact

107

MLPs by 2013E Distribution Coverage

($ in millions)

R

= 0.0039

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

NGL Energy Partners LP

$1,567.9

6.5%

12.3%

10.1%

1.50x

Sunoco Logistics Partners, L.P.

6,719.2

3.4%

15.3%

10.1%

1.45x

Susser Petroleum Partners LP

695.1

5.5%

13.7%

10.9%

1.45x

Calumet Specialty Products Partners, L.P.

2,584.6

7.0%

9.9%

6.0%

1.43x

Amerigas Partners, L.P.

4,231.7

7.2%

4.4%

4.2%

1.41x

Rhino Resource Partners LP

398.2

12.7%

0.0%

0.0%

1.40x

Eagle Rock Energy Partners, L.P.

1,497.9

8.7%

4.5%

3.3%

1.38x

Niska Gas Storage Partners LLC

501.8

9.8%

0.3%

3.8%

1.36x

Inergy, L.P.

2,846.9

5.4%

12.2%

0.0%

1.34x

Global Partners LP

975.9

6.5%

7.5%

0.0%

1.32x

Crosstex Energy, L.P.

1,828.0

6.9%

8.6%

6.2%

1.30x

TransMontaigne Partners L.P.

711.8

5.3%

7.5%

0.0%

1.30x

Alliance Resource Partners, L.P.

2,483.8

6.7%

7.3%

5.4%

1.30x

Exterran Partners, L.P.

1,201.8

7.4%

3.8%

2.9%

1.29x

Compressco Partners LP

361.4

7.4%

5.9%

0.0%

1.29x

EQT Midstream Partners, LP

1,312.2

3.8%

13.1%

17.3%

1.29x

Targa Resources Partners LP

5,040.6

5.6%

10.4%

8.7%

1.25x

TC PipeLines, LP

2,634.9

6.5%

2.1%

2.2%

1.25x

Navios Maritime Partners

948.7

12.3%

0.0%

0.0%

1.25x

Delek Logistics Partners, LP

696.4

5.3%

8.7%

12.1%

1.24x

Access Midstream Partners, L.P.

7,814.3

4.5%

14.7%

11.5%

1.23x

MarkWest Energy Partners, L.P.

9,046.7

5.4%

10.5%

9.7%

1.23x

Genesis Energy, L.P.

3,971.4

4.2%

10.6%

9.0%

1.20x

Lehigh Gas Partners LP

356.9

7.5%

6.8%

0.0%

1.20x

Magellan Midstream Partners, L.P.

11,837.2

3.8%

11.1%

11.4%

1.20x

Summit Midstream Partners, LP

1,341.0

6.1%

8.0%

8.0%

1.20x

Capital Products Partners L.P.

740.1

10.9%

0.0%

0.0%

1.20x

Teekay LNG Partners L.P.

2,897.6

6.6%

4.0%

4.1%

1.20x

Copano Energy, L.L.C.

3,207.3

5.7%

7.9%

6.1%

1.19x

DCP Midstream Partners, LP

2,946.1

5.8%

7.9%

7.7%

1.19x

Enterprise Products Partners L.P.

54,895.2

4.3%

6.2%

6.7%

1.18x

Spectra Energy Partners, LP

4,085.8

5.3%

4.7%

5.6%

1.16x

Atlas Pipeline Partners, L.P.

2,341.9

6.5%

12.9%

9.1%

1.15x

Southcross Energy Partners, L.P.

520.1

7.7%

2.2%

6.3%

1.15x

SunCoke Energy Partners, L.P.

658.8

8.0%

4.8%

10.1%

1.15x

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

Oiltanking Partners, L.P.

$1,969.8

3.1%

13.7%

0.0%

1.15x

USA Compression Partners, LP

587.9

8.6%

6.5%

7.0%

1.15x

MPLX LP

2,696.0

2.9%

19.7%

16.5%

1.14x

Teekay Offshore Partners

2,292.2

6.7%

4.7%

6.3%

1.14x

ONEOK Partners, L.P.

12,498.1

5.1%

8.0%

11.1%

1.12x

Inergy Midstream, L.P.

1,967.2

6.8%

8.7%

0.0%

1.10x

Rose Rock Midstream, L.P.

846.7

4.2%

14.8%

0.0%

1.10x

Tesoro Logistics LP

2,460.8

3.7%

19.5%

15.7%

1.10x

Western Gas Partners, LP

6,231.5

3.7%

14.7%

12.4%

1.10x

PVR Partners, L.P.

3,213.6

8.8%

2.7%

0.9%

1.10x

Seadrill Partners LLC

1,291.9

5.5%

18.2%

0.0%

1.10x

Golar LNG Partners LP

1,777.3

6.5%

1.0%

0.0%

1.10x

PAA Natural Gas Storage, L.P.

1,646.3

6.3%

1.0%

1.5%

1.08x

Stonemor Partners L.P.

565.0

9.0%

0.0%

0.0%

1.07x

Blueknight Energy Partners, L.P.

457.7

5.4%

16.2%

15.4%

1.06x

El Paso Pipeline Partners, L.P.

9,505.7

5.7%

5.1%

4.4%

1.06x

Regency Energy Partners LP

5,360.4

7.1%

3.7%

4.7%

1.06x

Suburban Propane Partners, L.P.

2,706.7

7.4%

2.8%

2.8%

1.06x

American Midstream Partners, LP

159.9

10.1%

0.0%

3.8%

1.05x

Energy Transfer Partners, L.P.

14,768.9

7.4%

5.6%

0.0%

1.04x

Boardwalk Pipeline Partners, LP

7,194.8

7.0%

1.4%

2.4%

1.04x

Cheniere Energy Partners, L.P.

7,318.3

6.4%

0.0%

0.0%

1.04x

Pro Forma NRGM

3,450.2

TBD

12.3%

9.8%

1.03x

Buckeye Partners, L.P.

6,408.4

6.8%

2.9%

2.7%

1.03x

Holly Energy Partners, L.P.

1,158.3

4.7%

6.4%

0.0%

1.03x

Plains All American Pipeline, L.P.

19,490.0

4.0%

8.7%

8.4%

1.03x

Crestwood Midstream Partners LP

1,524.9

8.2%

3.9%

4.3%

1.02x

Ferrellgas Partners, L.P.

1,567.2

10.3%

0.0%

0.0%

1.02x

Kinder Morgan Energy Partners, L.P.

35,228.5

5.7%

5.9%

4.4%

1.01x

Martin Midstream Partners L.P.

1,092.4

7.7%

0.6%

2.3%

1.01x

Enbridge Energy Partners, L.P.

9,519.5

7.3%

2.3%

3.1%

1.00x

Williams Partners L.P.

22,133.3

6.3%

7.3%

5.9%

1.00x

Natural Resource Partners L.P.

2,447.1

9.5%

0.0%

2.9%

0.97x

Hi-Crush Partners LP

542.9

9.5%

10.4%

0.0%

0.82x

NuStar Energy LP

4,319.5

8.1%

0.2%

1.1%

0.79x

2

Summary Pro Forma Impact

MLPs by Diversification (Number of Business Lines)

R  = 0.1121

Enterprise Products Partners L.P.

Plains All American Pipeline, L.P.

Kinder Morgan Energy Partners, L.P.

Martin Midstream Partners L.P.

NuStar Energy LP

Targa Resources Partners LP

MarkWest Energy Partners, L.P.

DCP Midstream Partners, LP

Oiltanking Partners, L.P.

Pro Forma NRGM

Regency Energy Partners LP

Magellan Midstream Partners, L.P.

NGL Energy Partners LP

Rose Rock Midstream, L.P.

Spectra Energy Partners, LP

Natural Resource Partners L.P.

Rhino Resource Partners LP

Amerigas Partners, L.P.

Atlas Pipeline Partners, L.P.

EQT Midstream Partners, LP

Exterran Partners, L.P.

Global Partners LP

Hi-Crush Partners LP

PAA Natural Gas Storage, L.P.

Suburban Propane Partners, L.P.

TC PipeLines, LP

Oxford Resource Partners, LP

Alliance Resource Partners, L.P.

Compressco Partners LP

Ferrellgas Partners, L.P.

Golar LNG Partners LP

Summit Midstream Partners, LP

ONEOK Partners, L.P.

Williams Partners L.P.

Buckeye Partners, L.P.

Crosstex Energy, L.P.

Energy Transfer Partners, L.P.

Genesis Energy, L.P.

Southcross Energy Partners, L.P.

American Midstream Partners, LP

Penn Virginia Resource Partners, L.P.

Western Gas Partners, LP

Copano Energy, L.L.C.

TransMontaigne Partners L.P.

Access Midstream Partners, L.P.

Calumet Specialty Products Partners, L.P.

Crestwood Midstream Partners LP

Enbridge Energy Partners, L.P.

Holly Energy Partners, L.P.

Sunoco Logistics Partners, L.P.

Inergy Midstream, L.P.

Blueknight Energy Partners, L.P.

El Paso Pipeline Partners, L.P.

Boardwalk Pipeline Partners, LP

Cheniere Energy Partners, L.P.

Tesoro Logistics LP

Eagle Rock Energy Partners, L.P.

13

10

7

6

6

5

5

5

4

3

3

3

2

2

2

1

1

1

1

1

1

11

8

7

6

5

5

5

5

4

4

3

3

2

2

1

1

1

1

1

7

6

6

5

5

5

4

4

3

3

2

2

1

1

1

1

5.7%

6.3%

3.1%

7.4%

4.7%

3.7%

4

5.4%

8.7%

4

3.7%

5.7%

6.5%

4.5%

12.7%

3.8%

6.5%

6.3%

6.1%

4.0%

7.7%

5.1%

5.8%

8.1%

TBD

6.8%

7.3%

4.2%

3.4%

6.8%

8.8%

3.8%

4.2%

7.0%

9.5%

7.2%

7.4%

6.5%

9.8%

7.4%

6.5%

4.3%

5.4%

5.6%

6.9%

7.7%

10.1%

7.1%

5.7%

5.3%

6.4%

NA

6.7%

7.4%

10.3%

9.5%

5.3%

7.0%

8.2%

6.5%

LNG

Total

Yield

MLP

Petrochemicals

Other Qualifying

Natural Gas

Natural Gas Liquids

Refined Products

Crude Oil

Coal

Business

Lines

Current

Yield

# of

108

2

Niska Gas Storage Partners LLC

DRAFT

Confidential

IX.

Certain Benefits and Issues for Consideration With Respect

to the Proposed Transaction

DRAFT

Confidential

DRAFT

Benefits

Certain Benefits and Issues for Consideration With Respect to the Proposed Transaction

109

Overview

Proposed Transaction provides larger scale and more

diversified business mix

–

Combined entity would be 48.4% gathering &

processing, 28.4% storage and transportation,

19.1% NGL and crude supply logistics and 4.1%

other

–

Expanded footprint to all the major U.S. shale

plays, excluding the Eagle Ford Shale

–

Reduces Quicksilver and Antero to 28.1% and

29.1%, respectively, of pro forma 2013E

EBITDA

Potentially improved cost of capital

–

NRGM is currently rated ‘BB’

with a “fair”

business

risk

profile

and

“significant”

financial

risk

profile

as

compared

to

CMLP’s

‘B’

credit

rating and “Weak/Aggressive”

profiles

–

NRGM currently has a 6.8% common unit yield

versus CMLP’s current 8.2% common unit yield

Creates a platform that may be better positioned to

compete for new projects

–

Vertically integrated across the natural gas and

NGL value chain

–

Potentially improved cost of capital

Considerations

Ability of CMLP to execute on CMLP Management

Financial Projections and risk of not executing on that

set of projections

Distribution of pro forma distributable cash flow per

unit and distribution per unit for CMLP units

Likely pro forma yield and ability to provide

incremental value for CMLP unitholders despite

dilution

Benefits of potential asset transfers from NRGY

Future accretion in distributable cash flow per

unit

Ability to support pro forma distribution and

credit ratios

DRAFT

Appendix

DRAFT

A.

Weighted Average Cost of Capital

DRAFT

CAPM

WACC

Analysis

–

CMLP

($ in millions, except per unit amounts)

Weighted Average Cost of Capital

(1)

Source:

Predicted

raw

betas

from

FactSet;

Adjusted

Equity

Beta

calculated

as:

(0.67)

×

Raw

Beta

+

(0.33)

×

1.0

(2)

Unlevered

Beta

calculated

as:

Adjusted

Equity

Beta

×

(E/(E

+

D

×

(1-T));

Assumes

corporate

tax

rate

of

35.0%

(3)

Excludes

American

Midstream

Partners,

LP

and

Southcross

Energy

Partners,

L.P.

due

to

relatively

new

partnerships

with

a

non-comparable

size

(4)

10-year

Treasury

as

of

April

19,

2013

(5)

Source:

Ibbotson

Associates

(6)

Equity

Cost

of

Capital

calculated

as:

Risk-free

rate

+

(Levered

Equity

Beta

×

Market

Risk

Premium)

+

Small

Company

Risk

Premium

110

(3)

(3)

Unit Price

Market Equity

Total Debt and

Total Debt  /

Adjusted

Unlevered

Partnership

4/19/2013

Value

Preferred Stock

Total Capitalization

Beta

(1)

Beta

(2)

American Midstream Partners, LP

$17.09

$160

$119

42.6%

0.57

0.38

Atlas Pipeline Partners, L.P.

35.55

2,342

1,180

33.5%

1.05

0.79

Access Midstream Partners, L.P.

40.41

7,814

2,500

24.2%

0.66

0.54

Crosstex Energy, L.P.

19.12

1,828

1,036

36.2%

0.91

0.66

DCP Midstream Partners, LP

47.62

2,946

1,620

35.5%

0.70

0.51

MarkWest Energy Partners, L.P.

60.68

9,047

2,523

21.8%

0.75

0.64

Regency Energy Partners LP

26.07

5,360

2,830

34.5%

0.71

0.53

Equity Cost

Southcross Energy Partners, L.P.

20.86

520

450

46.4%

0.62

0.40

of Capital

Summit Midstream Partners, LP

26.92

1,341

199

12.9%

1.08

0.98

Targa Resources Partners LP

48.53

5,041

2,393

32.2%

0.73

0.56

Western Gas Partners, LP

58.10

6,232

1,927

23.6%

0.73

0.61

Mean

28.3%

0.81

0.65

Median

32.2%

0.73

0.61

WACC

Risk-free Rate

(4)

1.7%

Unlevered Beta

0.65

Debt and Preferred / Total Capitalization

28.3%

Adjusted Levered Equity Beta

0.81

Market Risk Premium

(5)

6.6%

Small Company Risk Premium

(5)

1.8%

Equity Cost of Capital

(6)

8.9%

Pre-Tax Cost of Debt

8.0%

After-Tax Cost of Debt

5.2%

WACC

7.9%

WACC

DRAFT

Confidential

Confidential

DRAFT

Total

Expected

Market

Return

WACC

Analysis

–

CMLP

Weighted Average Cost of Capital

(1)

Excludes American Midstream Partners, LP and Southcross Energy Partners, L.P. due to relatively new partnerships with a non-comparable size

111

(1)

(1)

Current

Distribution

Total

Partnership

Yield

Growth

Return

American Midstream Partners, LP

10.1%

2.9%

13.0%

Atlas Pipeline Partners, L.P.

6.5%

9.9%

16.4%

Access Midstream Partners, L.P.

4.5%

10.6%

15.0%

Crosstex Energy, L.P.

6.9%

5.3%

12.2%

DCP Midstream Partners, LP

5.8%

8.4%

14.2%

MarkWest Energy Partners, L.P.

5.4%

9.2%

14.6%

Regency Energy Partners LP

7.1%

5.0%

12.0%

Total Return

Southcross Energy Partners, L.P.

7.7%

5.0%

12.7%

Summit Midstream Partners, LP

6.1%

8.0%

14.1%

Targa Resources Partners LP

5.6%

8.5%

14.1%

Western Gas Partners, LP

3.7%

11.6%

15.3%

Mean

14.2%

Median

14.2%

WACC

Debt and Preferred / Total Capitalization

28.3%

WACC

Market Required Equity Return

14.2%

Pre-Tax Cost of Debt

8.0%

After-Tax Cost of Debt

5.2%

WACC

11.7%

CAPM

WACC

Analysis

–

NRGM

($ in millions, except per unit amounts)

Weighted Average Cost of Capital

(1)

Source:

Predicted

raw

betas

from

FactSet;

Adjusted

Equity

Beta

calculated

as:

(0.67)

×

Raw

Beta

+(0.33)

×

1.0

(2)

Unlevered

Beta

calculated

as:

Adjusted

Equity

Beta

×

(E/(E

+

D

×

(1-T));

Assumes

corporate

tax

rate

of

35.0%

(3)

Excludes EQT Midstream, LP due to non-comparable capitalization

(4)

10-year Treasury as of April 19, 2013

(5)

Source: Ibbotson Associates

(6)

Equity

Cost

of

Capital

calculated

as:

Risk-free

rate

+

(Levered

Equity

Beta

×

Market

Risk

Premium)

+

Small

Company

Risk

Premium

112

(3)

(3)

Confidential

DRAFT

Unit Price

Market Equity

Total Debt and

Total Debt  /

Adjusted

Unlevered

Partnership

4/19/2013

Value

Preferred Stock

Total Capitalization

Beta

(1)

Beta

(2)

Boardwalk Pipeline Partners, LP

$30.58

$7,194.8

$3,539.2

33.0%

0.73

0.55

El Paso Pipeline Partners, L.P.

43.17

9,505.7

4,246.0

30.9%

0.62

0.48

EQT Midstream Partners, LP

37.08

1,312.2

0.0

0.0%

1.02

1.02

Niska Gas Storage Partners LLC

14.26

993.8

400.0

28.7%

0.80

0.63

Equity Cost

PAA Natural Gas Storage, L.P.

22.69

1,959.7

582.1

22.9%

0.79

0.66

of Capital

Spectra Energy Partners, LP

37.55

4,085.8

1,149.3

22.0%

0.74

0.63

TC PipeLines, LP

48.29

2,634.9

691.0

20.8%

0.57

0.48

Mean

26.4%

0.71

0.57

Median

25.8%

0.73

0.59

WACC

Risk-free Rate

(4)

1.7%

Unlevered Beta

0.57

Debt and Preferred / Total Capitalization

26.4%

WACC

Adjusted Levered Equity Beta

0.71

Market Risk Premium

(5)

6.6%

Small Company Risk Premium

(5)

1.8%

Equity Cost of Capital

(6)

8.2%

Pre-Tax Cost of Debt

6.0%

After-Tax Cost of Debt

3.9%

WACC

7.0%

Confidential

DRAFT    

(1)

Excludes EQT Midstream, LP due to non-comparable capitalization

113

(1)

(1)

Unit Price

Market Equity

Current

Distribution

Total

Partnership

4/19/2013

Value

Yield

Growth

Return

Boardwalk Pipeline Partners, LP

$30.58

$7,194.8

7.0%

2.4%

9.3%

El Paso Pipeline Partners, L.P.

43.17

9,505.7

5.7%

4.2%

9.9%

EQT Midstream Partners, LP

37.08

1,312.2

3.8%

16.9%

20.6%

Niska Gas Storage Partners LLC

14.26

993.8

9.8%

3.5%

13.3%

Total Return

PAA Natural Gas Storage, L.P.

22.69

1,959.7

6.3%

2.1%

8.4%

Spectra Energy Partners, LP

37.55

4,085.8

5.3%

5.4%

10.7%

TC PipeLines, LP

48.29

2,634.9

6.5%

2.3%

8.8%

Mean

10.1%

Median

9.6%

WACC

Debt and Preferred / Total Capitalization

26.4%

WACC

Market Required Equity Return

10.1%

Pre-Tax Cost of Debt

6.0%

After-Tax Cost of Debt

3.9%

WACC

8.4%

Weighted Average Cost of Capital

Total Expected Market Return WACC Analysis –

NRGM

EX-99.(C)(3)

Preliminary Materials Prepared for the Conflicts Committee of

the Board of Directors of Crestwood Gas Services GP LLC

Project Intrepid

April 26, 2013

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors (the “Conflicts Committee”)

of Crestwood Gas Services GP LLC (the “Company”), the general partner of Crestwood Midstream Partners LP (the “Partnership”), to whom such materials

are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore.

These materials are based on information provided by or on behalf of the Partnership and/or other potential transaction participants, from public sources or

otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such

information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance

prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has

assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such

management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or

implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to

the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These materials

are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These

materials have been developed by and are proprietary to Evercore and were prepared for the benefit and internal use of the Conflicts Committee.

These materials were compiled on a confidential basis for use by the Conflicts Committee in evaluating the potential transaction described herein and not with a view

to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part,

without the prior written consent of Evercore.

These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or

arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these

materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates.

Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor

intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer.

Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the

transactions or matters described herein.

Confidential

Table of Contents

Introduction

Executive Summary

Overview of CMLP

Indicative Valuation of CMLP

Overview of NRGM

Indicative Valuation of NRGM

Summary Analysis of the Proposed Consideration

Summary Pro Forma Impact

Certain Benefits and Issues for Consideration With

Appendix

A.

Weighted Average Cost of Capital

Section

I

II

III

IV

V

VI

VII

VIII

IX

DRAFT

Respect to the Proposed Transaction

I.

Introduction

Confidential

Evercore Partners (“Evercore”) is pleased to provide the materials herein to the Conflicts Committee of the Board of

Directors (the “Conflicts Committee”) of Crestwood Gas Services GP LLC, the general partner of Crestwood Midstream Partners

LP (“Crestwood”, “CMLP”

or the “Partnership”), regarding the proposed merger of CMLP with and into Inergy Midstream, L.P.

(“NRGM”) (the “Proposed Transaction”

or “Project Intrepid”)

–

As

part

of

the

Proposed

Transaction,

each

common

unit

and

Class

D

Unit

(1)

of

CMLP

is

to

be

exchanged

for

1.089x

NRGM

units and $0.41 in cash (the “Proposed Consideration”) based on a proposed 5.0% premium to CMLP’s volume-weighted

average unit price over the previous 20 trading days ending April 25, 2013 and an aggregate $25.0 million dollar one-time cash

payment to CMLP unitholders

–

Pro forma for Project Intrepid, CMLP will survive as a wholly-owned subsidiary of NRGM

–

As part of the Proposed Transaction, NRGM will assume CMLP’s current debt outstanding

–

As a condition to the Proposed Transaction, Inergy, L.P. (“NRGY”) and Crestwood Holdings, LLC (“Crestwood Holdings”)

will enter into a series of transactions to consolidate the general partner of both entities including: (i) NRGY distributing all its

existing NRGM units to existing NRGY unitholders; (ii) Crestwood

Holdings acquiring Inergy Holdings GP, LLC (“IHGP”)

from NRGY principals and (iii) NRGY acquiring CMLP’s general partner and IDR interest from Crestwood Holdings

Overview of Materials

Introduction

1

(1)  Class D Units are similar in certain respects to existing common units, except that CMLP has the option to pay distributions on Class D Units for the period from March 2013 to March 2014 with cash or by issuing  additional

paid-in-kind Class D Units based upon the volume weighted-average price of CMLP common units for the ten trading days immediately preceding the date the distribution is declared

Confidential

As such, the materials herein review the following:

–

An executive summary including: (i) an overview of the Proposed Transaction, including summary proposed terms; (ii)

a review of Evercore’s evaluation process to-date; (iii) Evercore’s remaining outstanding due diligence and evaluation items and

(iv) a summary preliminary analysis of the value of the Proposed

Consideration relative to the preliminary value of a CMLP unit

and an analysis of the proposed pro forma ownership relative to each of CMLP’s and NRGM’s contribution to the proposed

MLP based on various financial metrics

–

An overview of CMLP, including an overview of CMLP’s assets and operations, a review of CMLP’s market and capitalization

data and historical and projected operating and financial results as provided by CMLP management (the “CMLP Management

Financial Projections”), a review of the assumptions utilized by CMLP management in deriving such financial projections, a

review of a potential alternative set of projected operating and

financial provided by CMLP management representing a

downside scenario to the CMLP Management Financial Projections (the “CMLP Downside Financial Projections”), a review of

the assumptions utilized by CMLP management in deriving such financial projections and a comparison of the two sets of

financial projections provided by CMLP management to projected financial results per Wall Street Research analysts covering

CMLP (the “CMLP Research Financial Projections”)

–

A preliminary valuation analysis of CMLP utilizing both the CMLP

Management Financial Projections and the CMLP

Downside Financial Projections

–

An overview of NRGM, including an overview of NRGM’s assets and operations, a review of NRGM’s market and

capitalization data and historical and projected operating and financial results as provided by NRGM management (the

“NRGM Management Financial Projections”), a review of the assumptions utilized by NRGM management in deriving such

financial projections, a review of a potential alternative set of projected operating and financial provided by CMLP

management representing a downside scenario to the NRGM Management Financial Projections (the “NRGM Downside

Financial Projections”), a review of the assumptions utilized by NRGM management in deriving such financial projections and

a comparison of the two sets of financial projections provided by NRGM management to projected financial results per Wall

Street Research analysts covering NRGM (the “NRGM Research Financial Projections”)

Overview of Materials (cont’d)

Introduction

2

Confidential

–

A preliminary analysis of the Proposed Consideration utilizing the NRGM Management Financial Projections and the NRGM

Downside Financial Projections, including an analysis of the proposed pro forma ownership relative to each of CMLP’s and

NRGM’s contribution to the pro forma entity based on various financial metrics

–

A review of the pro forma financial impact of the Proposed Transaction to CMLP unitholders, including sensitivities assuming

various adjustments to the assumptions underlying the CMLP Management Financial Projections, the CMLP Downside

Financial projections, the NRGM Management Financial Projections

and the NRGM Downside Financial Projections

–

A review of certain benefits and issues for consideration with respect to the Proposed Transaction

The materials herein are preliminary and are subject to potentially material changes

Overview of Materials (cont’d)

Introduction

3

II.

Executive Summary

Confidential

Overview of Project Intrepid

Opinion

Requested:

4

Executive Summary

As

part

of

the

Proposed

Transaction,

NRGM

has

proposed

to

acquire

each

CMLP

common

unit

and

Class

D

Unit

outstanding

in

exchange

for:

(i)

1.089x

NRGM

common

units

and

(ii)

$0.41

cash

assuming

no

more

than

a

[5.0]%

premium

to

CMLP’s

volume-

weighted average closing unit price over the 20 trading days prior to execution of a definitive agreement (“20-Day VWAP”) as

described below and a one-time payment to CMLP unitholders not to exceed $[25.0] million in total

–

Represents an aggregate CMLP equity value of approximately $1.6 billion based on a 20-Day VWAP as of April 25, 2013 and,

including NRGM’s assumption of CMLP’s approximately $787.4 million of net debt projected to be outstanding as of July 1,

2013, a CMLP enterprise value of approximately $2.4 billion

–

Pro forma for the Proposed Transaction, CMLP unitholders will own 43.3% of the pro forma entity

–

Expected announcement on May 6, 2013

Prior to the Proposed Transaction, it is anticipated that NRGY and Crestwood Holdings will enter into a series of transactions to

consolidate the general partner of both entities (together the “GP Consolidation”), including:

–

Step

1:

NRGY

will

distribute

all

of

its

56.4

million

NRGM

units

to

NRGY

unitholders

–

Step

2:

Crestwood

Holdings

will

acquire

IHGP

for

a

cash

payment

of

[$70

million

-$80

million],

with

the

exact

amount

of

such

payment

still

to

be

determined

based

on

certain

tax

and

other

considerations

–

Step

3:

NRGY

will

acquire

CMLP’s

general

partner

and

IDR

interest

on

a

debt-free

basis

from

Crestwood

Holdings

in

exchange

for

$450

million

in

NRGY

units

(40.2

million

NRGY

units

based

on

the

20-Day

VWAP

as

of

April

25,

2013)

–

Step

4:

Crestwood

Holdings

will

contribute

a

portion

of

its

CMLP

units,

currently

proposed

to

be

6.3

million

CMLP

units,

for

an

equivalent

value

of

NRGY

units

such

that

Crestwood

Holdings

owns

a

29.0%

interest

in

NRGY

on

a

pro

forma

basis

While

Steps

1

through

4

above

are

conditions

precedent

to

closing

of

the

Proposed

Transaction,

closing

of

the

Proposed

Transaction

is

not

a

condition

precedent

to

the

GP

Consolidation

Evercore has been asked by the Conflicts Committee, whether, in Evercore’s opinion, the Proposed

Consideration to be received in the Proposed Transaction is fair, from a financial point of view, to 

the holders of the Partnership’s common units other than Crestwood Gas Services GP LLC, Crestwood 

Gas Services Holdings LLC and their respective affiliates

Confidential

Current NRGM Organizational Structure

Note: Structure as of 4/1/13

5

Executive Summary

Confidential

100%

Current CMLP Organizational Structure

6

Executive Summary

Source: Public partnership filings

(1)

Class

D

Units

are

similar

in

certain

respects

to

existing

common

units,

except

that

CMLP

has

the

option

to

pay

distributions

to

Class

D

unitholders

for

a

period

of

one

year

with

cash

or

by

issuing

additional

paid-in-kind

Class

D

units

based

upon

the

volume

weighted-average

price

of

CMLP

common

units

for

the

ten

trading

days

immediately

preceding

the

date

the

distribution

is

declared

100%

100%

Public Unitholders

34,083,730  Common

LP Units

Crestwood Holdings

Partners LLC

Crestwood Gas Services

Holdings LLC

17,210,377 Common LP Units

6,190,469 Class D LP Units

Crestwood Holdings

LLC

2,333,712 Common LP Units

55.8%

Operating

Subsidiaries

Class D LP Units

(1)

10.1%

100%

GP

1.8%

GP LLC

137,105 Common LP Units

1,112,674 GP Units

Common LP Units

28.2%

Crestwood Marcellus

Midstream LLC

Crestwood Holdings II

LLC

Crestwood

Marcellus

Holdings LLC

3.8%

LP

0.2%

Crestwood Midstream Partners LP

Market Capitalization: $1,535.9 million

Net Debt: $702.5 million

B3 / B

Crestwood Gas Services

Confidential

Summary Transaction Structure

7

Executive Summary

Summary

Structure

Confidential

Common LP Units

12.0 million

7.9%

Common LP Units

26.7 million

14.4%

100%

100%

100%

Common LP Units

105.0 million

56.6%

Pro Forma Ownership Structure

8

Executive Summary

100%

Crestwood Holdings Partners LLC

Inergy Holdings, L.P.

Public

Unitholders

Crestwood Holdings LLC

100%

100%

100%

100%

Common LP Units

111.0 million

73.3%

Inergy  GP, LLC

Inergy, L.P.

Public

Unitholders

MGP GP, LLC

NRGM GP, LLC

Common LP Units

6.8 million

4.5%

Non-Economic General Partner Interest

Non-Economic General Partner Interest

Inergy  Midstream

Holdings, L.P.

Non-Economic General Partner Interest

100%

Incentive

Distribution

Rights

Non-Economic

General Partner Interest

Common LP Units

53.8 million

29.0%

Management

Management

Common LP Units

21.7 million

14.3%

Inergy 

Midstream, L.P.

Pro Forma Ownership

Units (MM)

%

NRGY

Public - NRGY

105.0

56.6%

Crestwood Holdings

53.8

29.0%

Management

26.7

14.4%

Total NRGY Units

185.6

100.0%

NRGM

Public - NRGM

17.5

11.6%

Public - CMLP

37.1

24.5%

Crestwood Holdings

21.7

14.3%

NRGY Unitholders

56.4

37.2%

NRGY

6.8

4.5%

Management

12.0

7.9%

Total NRGM Units

151.5

100.0%

Crestwood Midstream Partners,

LP

100%

Crestwood Gas Services, LLC

100%

Non-Economic General Partner Interest

100%

Confidential

Pro Forma Asset Map

9

Executive Summary

Gathering Systems (CMLP)

Compression and Treating Facility (CMLP)

Processing Facility (CMLP)

Legend

Gas Storage (NRGM)

NGL Storage (NRGM)

COLT Hub (NRGM)

Confidential

Summary Side by Side Comparison

Executive Summary

10

Source:

CMLP

and

NRGM

management,

respectively

and

CMLP

and

NRGM

filings

Note:: All entities listed on a fiscal year basis; NRGM fiscal year ends September 30

(1)

Distribution

per

LP

unit

and

Distributable

Cash

Flow

per

LP

Unit

for

the

three

months

ending

September

30,

2013

NRGM

CMLP

NRGM

Pro Forma

Unit Price (as of 04/25/2013)

$25.15

$24.40

$24.40

Total Equity Value

$1,535.9

$2,096.0

$3,716.1

Plus: Net Debt

$702.5

$679.8

$1,637.9

Plus: Minority Interest

--

--

--

Enterprise Value

$2,238.4

$2,775.8

$5,354.0

Adjusted EBITDA

2013E

$173.3

$194.3

$377.5

2014E

214.8

228.6

458.4

Enterprise Value / Adjusted EBITDA

2013E

12.9x

14.3x

14.2x

2014E

10.4

12.1

11.7

Distributed Cash Flow Yield

Current Annualized

8.1%

6.5%

6.9%

2013E

8.2%

6.5%

6.7%

2014E

8.6%

6.9%

7.5%

Distributable Cash Flow Yield

Current Annualized

7.8%

5.6%

7.1%

2013E

7.9%

6.2%

6.8%

2014E

8.5%

7.2%

7.8%

Credit Rating

B3 / B

Ba3 / BB

NA

(1)

(1)

($ in millions, except per unit amounts)

Confidential

Summary of Merger Agreement

11

Executive Summary

Source: Draft of the Agreement and Plan of Merger by and among Inergy Midstream, L.P., NRGM GP, LLC, Intrepid Merger Sub, LLC, Inergy, L.P., Crestwood Midstream Partners LP and Crestwood Gas Services GP LLC dated April

19, 2013

(1) Subject to NRGM’s further confirmation of impact of merger transaction on CMLP equity awards

Confidential

Summary of Merger Agreement (cont’d)

12

Executive Summary

Covenants:

Conditions to

Closing:

Customary closing conditions (including absence of Material Adverse Effect); GP Consolidation has

occurred; and Required Approvals obtained (see page 11)

Termination:

Termination

(i)

by

mutual

consent

of

the

parties;

(ii)

by

either

CMLP

or

NRGM

if

merger

is

not

consummated [within one year of Merger Agreement execution], CMLP unitholder or requisite governmental

approval not obtained, or material breach and failure to cure by

the other party or (iii) by NRGM if CMLP

GP Board changes its recommendation or willfully breaches non-solicitation provision

Termination Fee:  CMLP must pay termination fee of $[

] if CMLP willfully breaches non-solicitation

provision, CMLP GP Board changes its recommendation or CMLP agrees to a superior proposal

Expense Reimbursement:  CMLP must pay NRGM $[

] million as expense reimbursement if CMLP

unitholder approval is not obtained

Controlling Law:

Delaware

Source: Draft of the Agreement and Plan of Merger by and among Inergy Midstream, L.P., NRGM GP, LLC, Intrepid Merger Sub, LLC, Inergy, L.P., Crestwood Midstream Partners LP and Crestwood Gas Services GP LLC dated

April 19, 2013

Parties agree to continue to conduct business in the ordinary course through Closing and abide by

customary restrictions on issuance of equity, incurrence of debt, entry into material contracts, etc.

No-Shop Clause:  CMLP agrees not to solicit or otherwise agree to an alternative to the Proposed

Transaction; includes fiduciary out allowing CMLP GP’s Board to agree to superior proposal

Indemnification:  NRGM must indemnify directors and officers of CMLP and related parties for 6

years after closing, including for claims relating to the Proposed Transaction

Directors of CMLP Board (and related entities as NRGM may designate) must resign

Securities Law Filings:  Parties agree to cooperate in filing Joint Proxy Statement/Prospectus,

Schedule 13E-3 (if needed), and other filings as required by the SEC

Confidential

Evercore Evaluation Process To-Date

13

Executive Summary

Reviewed certain publicly-available financial and operating data relating to CMLP and NRGM that we deemed to be

relevant; 

Reviewed publicly-available research analyst estimates for CMLP’s and NRGM’s future financial performance on a

standalone basis;

Reviewed certain non-public projected financial and operating data relating to CMLP prepared and furnished to us by

management of CMLP; 

Discussed the past and current operations, financial projections and current financial condition of CMLP with management

of CMLP (including management’s views of the risks and uncertainties of achieving such projections);

Reviewed certain non-public projected financial and operating data relating to NRGM prepared and furnished to us by

management of NRGM; 

Reviewed the past and current operations, financial projections and current financial condition of NRGM with CMLP

management;

Reviewed the dynamics of each of the markets in which CMLP and NRGM participates with CMLP management;

Reviewed the Crestwood Management Presentation dated April 11, 2013 prepared for NRGY and NRGM by CMLP management

Reviewed the Inergy Management Presentation dated April 11, 2013 prepared for CMLP by NRGM management

Reviewed the Project Intrepid Due Diligence Presentation dated April 19, 2013 prepared by CMLP management

Reviewed a draft of the Agreement and Plan of Merger by and among Inergy Midstream, L.P., NRGM GP, LLC, Intrepid Merger Sub,

LLC, Inergy, L.P., Crestwood Midstream Partners LP and Crestwood Gas Services GP LLC

Reviewed a draft of the Purchase and Sale Agreement among Crestwood Holdings LLC, Intrepid Holdings GP, LLC and NRGP Limited

Partner, LLC

Reviewed a draft of the Contribution Agreement of Membership Interests of Crestwood Gas Services GP LLC among Crestwood Holdings

LLC, Crestwood Gas Services Holdings LLC as Contributing Parties and Intrepid GP, LLC, Intrepid, L.P. as Recipient Parties

April 24, 2013

In connection with its review of the Proposed Transaction as of April 24, 2013, Evercore has, among other things:

dated April 24, 2013

dated

dated April 19, 2013

Confidential

Evercore Remaining Due Diligence/Evaluation

14

Executive Summary

In connection with its review of the Proposed Transaction, as of

April 26, 2013 Evercore has the following remaining

items to complete:

–

Reviewing additional information from ongoing diligence with respect to NRGM as such information continues to be

provided to CMLP management and Evercore

–

Reviewing certain tax information requested on April 21, 2013

Confidential

Crestwood Midstream Partners LP

Indicative Valuation per LP Unit

Indicative Valuation of Proposed Consideration

Discounted Cash Flow Analysis

Precedent M&A

Peer Group

Wall Street

Discounted Cash Flow Analysis

Precedent M&A

Peer Group

Wall Street

Financial

Distirbution

Transactions

Trading

Research Price

Financial

Distirbution

Transactions

Trading

Research Price

Projections

Per LP Unit

Analysis

Analysis

Targets

Projections

Per LP Unit

Analysis

Analysis

Targets

7.5% - 8.5% WACC

7.0% - 10.0%

2013E EBITDA

2013E EBITDA:

Barclays

6.5% - 7.5% WACC

6.0% - 8.0%

2013E EBITDA:

2013E EBITDA:

Barclays

2017E EBITDA

Terminal Exit Yield

$173.3 MM

$173.3 MM

Hilliard Lyons

2017E EBITDA

Terminal Exit Yield

$171.6 MM

$171.6 MM

Credit Suisse

Exit Multiple of

8.5% - 9.5% CAPM

9.0x - 12.5x

10.5x - 13.5x

Simmons

Exit Multiple of

7.5% - 9.5% CAPM

11.5x - 13.5x

14.0x - 17.0x

JP Morgan

9.0x - 11.0x

Equity Discount Rate

EBITDA Multiple

EBITDA Multiple

Ladenburg Thalmann

11.5x - 13.5x

Equity Discount Rate

EBITDA Multiple

EBITDA Multiple

Morgan Stanley

Perpetuity Growth

13.5% - 14.5%

2014E EBITDA:

2014E EBITDA:

Wells Fargo

Perpetuity Growth

9.0% - 11.0%

2014E EBITDA:

2014E EBITDA:

Robert W. Baird & Co.

Rate of

Expected Market Return

$214.8 MM

$214.8 MM

Rate of

Expected Market Return

$223.5 MM

$223.5 MM

Stifel Nicolaus

0.5% - 1.5%

Equity Discount Rate

9.0x - 12.5x

9.0x - 12.0x

0.5% - 1.5%

Equity Discount Rate

11.5x - 13.5x

10.0x - 13.0x

EBITDA Multiple

EBITDA Multiple

EBITDA Multiple

EBITDA Multiple

Growth Capital Expenditures

Growth Capital Expenditures

Discounted @ 8.0%

Discounted @ 7.0%

$25.94

$23.71

$10.90

$16.81

$26.00

$20.05

$23.46

$15.15

$19.27

$26.55

$39.91

$37.50

$23.79

$29.16

$32.50

$33.54

$32.58

$24.91

$27.90

$30.91

$--

$10.00

$20.00

$30.00

$40.00

$50.00

$60.00

Summary Preliminary Valuation Analysis

15

Executive Summary

Relevant Range of the

Proposed Consideration

$27.00

$22.00

Indicative Value per CMLP Common Unit Assuming

the CMLP Management Financial Projections

Indicative Value of the Proposed Consideration to be

Paid per CMLP Common Unit Assuming the NRGM

Management Financial Projections

1.089x NRGM Units + $0.41 per unit of cash

Current

CMLP

Unit Price:

$25.15

DRAFT

Confidential

Summary Contribution Analysis

16

Executive Summary

(1)

Adjusted

for

CMLP

and

NRGM

projected

net

debt

outstanding

as

of

July

1,

2013

(2)

Proposed

exchange

ratio

excludes

cash

consideration

of

$0.41

per

unit

DRAFT

Confidential

Summary Pro Forma Accretion/Dilution Results

17

Executive Summary

(1)

Based on CMLP’s current 8.1% yield

DRAFT

III.

Overview of CMLP

DRAFT

Confidential

CMLP Asset Map

($ in millions)

18

Overview of CMLP

Source: Public partnership filings

(1)  Excludes corporate expenses

DRAFT

Confidential

Asset Overview

19

Overview of CMLP

Source: Public partnership filings

Pipeline

Nominal Capacity (MMcfd)

Installed

Compression

Asset

Miles

Gathering

Processing

Treating

Dehydration

Compression (HP)

Units

Barnett Shale

Owned:

Cowtown System

298

425

425

--

425

103,590

33

Lake Arlington System

10

230

--

--

235

30,480

7

Alliance System

42

300

--

340

240

43,680

7

Owned

350

955

425

340

900

177,750

47

Operated Non-Owned:

Cowtown System

104

--

--

--

--

--

--

Lake Arlington System

10

--

--

--

--

--

--

Alliance System

35

--

--

--

--

--

--

Operated Non-Owned

149

--

--

--

--

--

--

Total Barnett Shale Assets

499

955

425

340

900

177,750

47

Fayetteville Shale

Twin Groves/Prairie Creek/Woolly Hollow System

129

350

--

185

180

26,635

14

Wilson Creek System

24

100

--

--

5

425

1

Rose Bud System

15

60

--

--

5

630

1

Total Fayetteville Shale Assets

168

510

--

185

190

27,690

16

Granite Wash

Total Granite Wash Assets

36

36

36

--

--

10,890

10

Marcellus Shale

Total Marcellus Shale Assets

42

420

--

--

300

43,100

31

Other

Las Animas System

47

50

--

--

34

--

1

Sabine System

57

100

--

74

72

--

--

Total Other Assets

104

150

--

74

106

--

1

Total CMLP

849

2,071

461

599

1,496

259,430

105

DRAFT

Confidential

Asset Overview (cont’d)

20

Overview of CMLP

Source: Public partnership filings

(1)  Excludes corporate expenses

DRAFT

Confidential

Asset Overview (cont’d)

21

Overview of CMLP

Source: Public partnership filings

(1)  Excludes corporate expenses

DRAFT

Confidential

Asset

Overview

–

Barnett

Shale

(55.3%

of

2013E

EBITDA

Excluding Corporate

Expenses)

22

Overview of CMLP

Source: Public partnership filings and CMLP management

During the year ended December 31, 2012, CMLP’s

Barnett Shale EBITDA declined $8.9 million from

2011 levels

–

Gathering volumes declined from 473.5 MMfcd

in 2011 to 433.1 MMcfd in 2012 given reduced

production from existing wells and well shut-ins

on the Alliance System and Lake Arlington

System

–

Such volume declines were partially offset by

producers connecting 64 new wells during the

year ended December 31, 2012 mostly on the

Cowtown System

–

During the year ended December 31, 2011,

Quicksilver Resources Inc.’s

(“Quicksilver”)

joint development agreement with Eni SpA

resulted in an increase of approximately 75

MMcfd in gathered volumes and approximately

$16.0 million in revenue

Given the higher NGL content of the natural gas

production in Johnson County, Texas, Devon Energy

Corporation maintained an active drilling and

development plan in 2012

Map –

Barnett Shale Assets

CMLP Natural Gas Gathering Pipeline

Third-Party Natural Gas Gathering Pipeline

Third-Party Natural Gas Takeaway Pipeline

CMLP Natural Gas Processing Plants

Third-Party Natural Gas Processing Plants

CMLP Treating and Compression Facility

Competitive Asset Legend

Cowtown System

Alliance System

Lake Arlington

System

The primary producer on the system, Quicksilver, represented

71.6% of CMLP’s Barnett Shale gathering volumes

On March 29, 2013, Quicksilver announced that it had executed an

agreement to sell an undivided 25.0% interest in its Barnett Shale oil

and gas assets for $485.0 million to TG Barnett Resources LP, a

U.S. subsidiary of Tokyo Gas Co., Ltd.

–

Future development spending will be shared in proportion to

each party’s working interest

DRAFT

Confidential

23

Overview of CMLP

Source: Public partnership filings and HPDI

On August 24, 2012, CMLP acquired certain gathering and

processing assets from Devon Corporation (“Devon”) in west

Johnson County, Texas (the “West Johnson County System”)

–

The assets acquired consist of a 74-mile low pressure

natural gas gathering system, a 100 MMcfd cryogenic

processing facility and 23,100 horsepower of

compression equipment

–

Additionally, CMLP entered into a 20-year, fixed-fee

gathering, processing and compression agreement with

Devon, pursuant to which CMLP will gather and

process Devon’s natural gas production from a 20,500

acre dedication

–

The West Johnson County System was operational from 

August 24, 2012 to December 1, 2012

Natural gas production gathered and processed

pursuant to the agreement was approximately 96

MMcfd as of December 31, 2012

On December 1, 2012, CMLP elected to cease

operating the 100 MMcfd natural gas processing

plant and consolidated natural gas volumes then

on the West Johnson County System onto the

Cowtown System

CMLP is currently evaluating other potential

uses for the 100 MMcfd natural gas

processing plant

Wells Spud and Permits by Quarter

(Denton, Tarrant, Hood, Johnson, Somervell and Bosque Counties,

Texas)

Producing Wells and Production by Quarter

(Denton, Tarrant, Hood, Johnson, Somervell and Bosque Counties,

Texas)

--

150

300

450

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Permits

Spuds

7,500

8,500

9,500

10,500

3,750

4,000

4,250

4,500

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Production (MMcfed)

Average Producing Wells

4,750

Asset Overview – Barnett Shale (55.3% of 2013E EBITDA Excluding Corporate

Expenses) (cont’d)

DRAFT

Confidential

24

Overview of CMLP

Antero Resources LLC (“Antero”) is the only producer on CMLP’s

Marcellus Shale assets

Based upon Antero’s current 2013 drilling plan in the eastern part of

CMLP’s dedicated acreage:

–

CMLP management expects 60 to 70 new well connections in

2013

–

CMLP management expects to expand its low pressure

gathering systems with an additional 18 miles of pipeline

–

In addition to the four compressor stations acquired from

Enerven in January 2013 for $95.0 million, CMLP also

expects to add at least two new compressor stations during

2013

CMLP is in early discussions with Antero regarding the accelerated

development of midstream infrastructure in the western part of

CMLP’s dedicated acreage including the addition of incremental

compressor stations to increase total gathering capacity

CMLP’s Marcellus Shale assets gather natural gas production that

Evercore believes, given well costs and production profile, generate

20.0% + IRRs for producers down to a $3.50 per

MMBtu natural gas price

Source: Public partnership filings and HPDI

Wells Spud and Permits by Quarter

(Harrison and Doddridge Counties, West Virginia)

--

10

20

30

40

50

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Permits

Spuds

Producing Wells and Production by Quarter

(Harrison and Doddridge Counties, West Virginia)

5,000

5,500

6,000

6,500

--

100

200

300

400

Q1

2009

Q2

2009

Q3

2009

Q4

2009

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Production (MMcfed)

Average Producing Wells

Competitive Asset Legend

Map –

Marcellus Shale Assets

CMLP Natural Gas Gathering Pipeline

Third-Party Natural Gas Gathering Pipeline

Third-Party Natural Gas Takeaway Pipeline

Third-Party Natural Gas Processing Plants

CMLP Compression Station

Antero Acreage Dedication

Asset Overview – Marcellus Shale (30.8% of 2013E EBITDA Excluding Corporate Expenses)

Confidential

DRAFT

Asset Overview –

Fayetteville Shale (10.5% of 2013E EBITDA Excluding Corporate

Expenses)

25

Overview of CMLP

Fayetteville segment EBITDA increased approximately $7.9 million

during the year ended December 31, 2012 compared to 2011 and

gathering volume increased by 22.5 MMcfd in 2012 compared to 2011

–

During the year ended December 31, 2012, BHP connected six

new wells on the Twin Groves System

The Fayetteville System’s volumes are supported by long-term fixed-

fee contracts with producers with approximately 100,000 acres

dedicated to CMLP

–

These contracts have initial terms that extend through 2020 and

include an option, by either party to the contract, to extend the

contract through 2025

Primary producer, BHP, acquired CHK’s Fayetteville Shale upstream

assets on February 22, 2011 for $4.25 billion

On August 3, 2012, BHP took a $2.84 billion writedown on its

Fayetteville assets, and BHP’s CEO Marius Kloppers stated, “The

Fayetteville charge reflects the fall in United States domestic gas prices

and the company’s decision to adjust its development plans by shifting

drilling from dry gas to more liquids rich fields”

Map –

Fayetteville Shale Assets

Source: Public partnership filings and HPDI

Wells Spud and Permits by Quarter

(Van Buren, Conway, Faulkner and White Counties, Arkansas)

--

75

150

225

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Permits

Spuds

CMLP Natural Gas Gathering Pipeline

Third-Party Natural Gas Gathering Pipeline

Third-Party Natural Gas Takeaway Pipeline

CMLP Treating and Compression Facility

Third-Party Natural Gas Processing Plants

Competitive Asset Legend

Wilson Creek

Prairie Creek

Twin

Groves

Woolly Hollow

Rose Bud

Producing Wells and Production by Quarter

(Van Buren, Conway, Faulkner and White Counties, Arkansas)

Confidential

DRAFT

Asset Overview –

Granite Wash (1.8% of 2013E EBITDA Excluding Corporate Expenses)

26

Overview of CMLP

For the year ended December 31, 2012, the Granite

Wash segment’s EBITDA was approximately $0.8

million lower than in 2011, primarily due to lower

product sales margin and higher operations and

maintenance expenses while volumes on the system

increased by 5.2 MMcfd, or 41.4%, versus 2011

–

Lower margins earned on percent-of-proceeds

contracts, which primarily resulted from lower

NGL and natural gas prices coupled with

relatively consistent costs per volume

–

Higher gathering revenues from new wells

connected by Sabine Oil and Gas LLC

(“Sabine”) partially offset the decline in

product sales margin in 2012

Map –

Granite Wash Assets

Source: Public partnership filings and HPDI

Wells Spud and Permits by Quarter

(Roberts County, Texas)

--

10

20

30

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Permits

Spuds

CMLP Natural Gas Gathering Pipeline

Third-Party Natural Gas Gathering Pipeline

Third-Party Natural Gas Takeaway Pipeline

CMLP Natural Gas Processing Plants

Third-Party Natural Gas Processing Plants

Competitive Asset Legend

Indian Creek

System

Producing Wells and Production by Quarter

(Roberts County, Texas)

Confidential

DRAFT

Asset Overview –

Haynesville Shale (1.5% of 2013E EBITDA Excluding Corporate

Expenses)

27

Overview of CMLP

Map –

Haynesville Shale Assets

Source: Public partnership filings and HPDI

Wells Spud and Permits by Quarter

(Sabine Parish, Louisiana)

--

25

50

75

100

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Permits

Spuds

On November 1, 2011, CMLP acquired Tristate

Sabine, LLC (“Tristate”) from affiliates of Energy

Spectrum Capital, Zwolle Pipeline, LLC and Tristate’s

management for approximately $72.0 million in cash

consideration comprised of $64.0 million paid at

closing plus a deferred payment of approximately $8.0

million, which was paid during the fourth quarter of

2012

The Sabine System is supported by long-term, fixed-

fee contracts with approximately 20,000 acres

dedicated to CMLP

–

These contracts have various initial terms that

extend through 2019 and 2021

The Sabine System had 50 MMcfd in gathered

volumes for the year ended December 31, 2012, which

resulted in approximately $10.0 million in revenues for

the year ended December 31, 2012

CMLP Natural Gas Gathering Pipeline

Third-Party Natural Gas Gathering Pipeline

Third-Party Natural Gas Takeaway Pipeline

CMLP Treating and Compression Facility

Third-Party Natural Gas Processing Plants

Competitive Asset Legend

Sabine System

Producing Wells and Production by Quarter

(Sabine Parish, Louisiana)

Confidential

DRAFT

Asset Overview –

Avalon Shale (0.1% of 2013E EBITDA Excluding Corporate Expenses)

28

Overview of CMLP

Effective February 1, 2011, CMLP acquired

approximately 46 miles of natural gas gathering

systems located in the Morrow/Atoka trend and the

Avalon Shale for $5.1 million from a group of

independent producers

–

Supported by long term, fixed-fee contracts

which include existing Morrow/Atoka

production and dedications of approximately

90,000 acres at the time of the acquisition

–

The Las Animas Systems currently has

approximately 55,000 acres of dedication from

Bass Oil Production Company through 2017

EBITDA related to the Las Animas System remained

relatively unchanged for the year ended December 31,

2012 compared to 2011 as volumes decreased by 5.3%

during the year

Map –

Avalon Shale Assets

Source: Public partnership filings and HPDI

--

100

200

300

400

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Permits

Spuds

CMLP Natural Gas Gathering Pipeline

Third-Party Natural Gas Gathering Pipeline

Third-Party Natural Gas Takeaway Pipeline

CMLP Treating and Compression Facility

Third-Party Natural Gas Processing Plants

Competitive Asset Legend

Las Animas Systems

Wells Spud and Permits by Quarter

(Eddy County, New Mexico)

Producing Wells and Production by  Quarter

(Eddy County, New Mexico)

Confidential

DRAFT

CMLP –

Summary Market Data

($ in millions, except per unit amounts)

Market Capitalization

Balance Sheet and Credit Data

Unit Price and Distribution Information

Overview of CMLP

29

Source: Public partnership filings and Factset

(1)

Includes 6,190,469 Class D Units

(2)

Excludes 6,190,469 Class D Units

General Partner Incentive Distribution Rights

Quarterly Distribution per LP Unit

$0.5100

Quarterly

Total

Total

Total

Total

LP Quarterly

Quarterly

Distribution

Total

Quarterly

Quarterly

Annual

Annual

Distribution

Distribution

to GP

LP Units

(2)

Distribution

Distribution

Distribution

Distribution

% to LP

% to GP

Range

Within Range

per LP Unit

Outstanding

to LPs

to GP

to LPs

to GP

98.2%

1.8%

$0.0000

$0.3450

$0.3450

$0.0064

53.8

$18.5

$0.3

$74.2

$1.4

85.2%

14.8%

0.3450

0.3750

0.0300

0.0052

53.8

1.6

0.3

6.5

1.1

75.2%

24.8%

0.3750

0.4500

0.0750

0.0248

53.8

4.0

1.3

16.1

5.3

50.2%

49.8%

0.4500

0.4500

0.0600

0.0596

53.8

3.2

3.2

12.9

12.8

$27.4

$5.2

$109.7

$20.6

% of Total Distributions to the GP

15.8%

% of Total Distributions to the IDRs

14.0%

As of  December 31, 2012

Cash and Marketable Securities

$0.1

Short-term Debt

3.9

Long-term Debt

698.8

Total Debt

$702.7

Net Debt

702.5

Plus: Partners' Capital

978.6

Net Book Capitalization

$1,681.2

Revolver Availability / Revolver Capacity

$406 / $750

Net Debt / Net Book Cap

41.8%

Net Debt / 2013E EBITDA

3.9x

Net Debt / 2014E EBITDA

3.1x

Current Ratings:

Moody's

B3

S&P

B

As of  April 25, 2013

Total

Units

Outstanding

(1)

61.1

Common Unit Price

$25.15

Total Equity Value

$1,535.9

Plus: Total Debt

702.7

Less: Cash

(0.1)

Total Enterprise Value

$2,238.4

IBES

Yield/

Data

Multiple

Distribution Yield

Current

$2.04

8.1%

2013E

2.07

8.2%

2014E

2.15

8.5%

2015E

2.26

9.0%

TEV / EBITDA

2013E

$179.1

12.5x

2014E

229.5

9.8

2015E

296.3

7.6

Confidential

DRAFT

Trading Performance

30

Overview of CMLP

Source: Public partnership filings and Factset

Confidential

DRAFT

Overview of CMLP

31

Relevant Relative Trading Metrics

Source: Partnership filings, FactSet, IBES

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/25/2013)

Value

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Gathering and Processing MLPs

American Midstream Partners, LP

$18.21

$170.4

$380.6

12.1x

11.0x

9.5%

9.5%

9.5%

2.4%

11.9%

Atlas Pipeline Partners, L.P.

36.18

2,383.4

3,627.1

10.3

8.2

6.4%

7.0%

7.9%

9.9%

16.3%

Access Midstream Partners, L.P.

41.07

7,941.9

10,488.6

12.9

10.1

4.4%

4.8%

5.5%

10.6%

14.9%

Crosstex Energy, L.P.

18.85

1,802.2

2,838.3

12.1

9.2

7.0%

7.4%

8.1%

5.3%

12.3%

DCP Midstream Partners, LP

47.47

2,936.8

4,591.2

12.5

9.2

5.8%

6.0%

6.5%

8.4%

14.2%

MarkWest Energy Partners, L.P.

62.18

9,270.4

11,773.9

16.9

12.5

5.3%

5.5%

6.1%

9.2%

14.5%

Regency Energy Partners LP

26.51

5,450.8

8,304.4

13.2

10.6

6.9%

7.1%

7.3%

4.3%

11.2%

Southcross Energy Partners, L.P.

21.13

526.8

969.1

18.3

17.0

7.6%

7.6%

7.7%

6.3%

13.9%

Summit Midstream Partners, LP

27.13

1,351.5

1,542.8

13.3

10.9

6.0%

6.4%

7.0%

8.0%

14.1%

Targa Resources Partners LP

46.68

4,848.5

7,324.3

11.5

9.0

5.8%

6.1%

6.8%

8.5%

14.4%

Western Gas Partners, LP

58.64

6,289.4

8,087.4

18.5

13.5

3.7%

3.9%

4.5%

11.6%

15.3%

Mean

13.8x

11.0x

6.2%

6.5%

7.0%

7.7%

13.9%

Median

12.9

10.6

6.0%

6.4%

7.0%

8.4%

14.2%

Crestwood Midstream Partners LP

$25.15

$1,535.9

$2,267.4

12.7x

9.9x

8.1%

8.2%

8.5%

4.1%

12.2%

($ in millions, except per unit amounts)

Confidential

DRAFT

Wall Street Research Price Targets

($ in millions, except per unit amounts)

Summary Price Targets

32

Analyst Recommendations

Source: Bloomberg, IBES

Distribution Per Unit Estimates

EBITDA Estimates

Overview of CMLP

Hold (2) 33.3%

Buy (4) 66.7%

Target

Firm

Analyst

Date

Recommendation

Price

Ladenburg Thalmann

Eduardo Seda

02/27/13

Buy

$32.50

Hilliard Lyons

Joel K. Havard

02/27/13

Long-term Buy

32.00

Simmons

Mark L. Reichman

03/21/13

Overweight

30.00

Barclays

Richard Gross

02/28/13

Equalweight

27.00

RBC

T.J. Schultz

02/27/13

Sector Perform

26.00

Wells Fargo

Michael J. Blum

02/28/13

Outperform

NA

Median:

$30.00

Mean:

29.50

Low:

26.00

High:

32.50

$2.09

$2.17

$2.26

$2.12

$2.24

$2.36

$2.04

$2.14

$2.07

$2.10

$2.20

$2.07

$2.15

$2.26

$1.80

$1.90

$2.00

$2.10

$2.20

$2.30

$2.40

2013E

2014E

2015E

$178.0

$258.0

$307.0

$179.1

$209.0

$180.7

$229.0

$178.6

$248.8

$316.4

$179.1

$229.5

$296.3

$--

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

2013E

2014E

2015E

Barclays

Ladenburg Thalmann

RBC

Wells Fargo

IBES

Confidential

DRAFT

Research Analyst Commentary

“In

our

opinion,

given

our

assumption

of

an

improving

sector

growth

outlook,

a

weak

natural

gas

but

strong

crude

oil

and

NGL

commodity

price environment,

additional

organic

growth

projects

coming

on-line,

as

well

as

contributions

from

the

recent

acquisitions

and

CMLP’s

increased

growth capex

budget,

we

believe

CMLP

is

well

positioned

to

achieve

a

distribution

growth

rate

of

5.6%

CAGR

over the

2013-15

period,

and

thereafter

at

a

higher

rate.”

–

Ladenburg Thalmann, Eduardo Seda; February 27, 2013

Price Target: $32.50

“We expect CMLP's valuation to improve as investors better appreciate the partnership's growing geographic footprint,

stable cash flow (98% fee-based), strong sponsor support, and potential upside tied to future acquisitions and organic

investments. We forecast CMLP to grow distributions at a 5-year CAGR of approximately 4% supported by volume

growth in liquids-rich areas.”

–

Wells Fargo Securities, Ronald F. Londe; February 28, 2013

Price Target: NA

“We forecast 5-year distribution CAGR of 3.9%. We believe CMLP will be able to raise distribution at a moderate

pace,

but

expect

near-term

coverage

to

be

impacted

(and

light)

from

Class

C

and

D

unit

conversions

in 2Q13

and

1Q14,

respectively.

Risks

to

the

upside

include

potential

parent-led

drop

downs,

a

recovery

in

dry

gas

volumes

or

new

oil

/

rich gas

projects”

–

Barclays Capital, Richard Gross; February 28, 2013

Price Target: $27.00

Overview of CMLP

33

Confidential

DRAFT

Ratings Agency Commentary

34

Overview of CMLP

Confidential

DRAFT

Equity Ownership Summary

Overview of CMLP

Source: FactSet

(1)

Includes 6,190,469 Class D Units and 1,112,674 GP units

(2)

Source: NASDAQ National Markets as of April 15, 2013

35

Current Unitholders

Units

% of Total

Institutional

Top 10:

Kayne Anderson Capital Advisors LP

5,807,677

9.5%

Tortoise Capital Advisors LLC

2,676,178

4.4%

ClearBridge Investments LLC

2,481,349

4.1%

Center Coast Capital Advisors LP

2,463,613

4.0%

Tiverton Asset Management LLC

600,000

1.0%

JPMorgan Securities LLC

512,084

0.8%

UBS Global Asset Management

279,425

0.5%

Advisors Asset Management, Inc.

159,065

0.3%

Wells Fargo Advisors LLC

115,524

0.2%

Fidelity Management & Research Co.

95,332

0.2%

Other

888,299

1.5%

Total Institutional Ownership

16,078,546

26.3%

Insiders

First Reserve Corp.

(1)

27,135,412

44.4%

Other

448,596

0.7%

Total Insiders

27,584,008

45.2%

Retail / Other

17,405,513

28.5%

Total

Units

Outstanding

(1)

61,068,067

100.0%

Short

Interest

(2)

684,307

1.1%

Confidential

DRAFT

Overview of CMLP

36

The CMLP Management Financial Projections as provided by CMLP management and utilized herein by Evercore, incorporate the

following assumptions:

–

Marcellus volumes are expected to increase 101.2% year-over-year from 227.2 MMcfd in 2012A to 457.1 MMcfd in 2013E

based on Antero’s volume forecast provided to CMLP management

–

Barnett rich natural gas volumes are expected to increase 32.2% year-over-year from 163.5 MMcfd in 2012A to 216.1 MMcfd

in 2013E based on a full year contribution from Devon and increasing offload point volumes from Empire Pipeline

Corporation (“Empire”)

Empire is as a natural gas utility serving Parker, western Tarrant, northern Hood and western Johnson Counties, Texas

operating over 240 miles of low-pressure gathering and transmission pipeline

–

Barnett dry natural gas volumes are expected to decline by 12.5%

year-over-year from 268.4 MMcfd in 2012A to 234.9

MMcfd in 2013E due to limited anticipated 2013E drilling activity and no well completions by Quicksilver

–

Fayetteville dry natural gas volumes are expected to increase by

12.9% year-over-year from 86.7 MMcfd in 2012A to 97.9

MMcfd in 2013E due to 23 new BHP wells expected to be connected to the CMLP gathering system

–

Rich natural gas volumes from the Marcellus, Barnett, Granite Wash and Avalon are expected to grow at a 5-year compound

annual growth rate (“CAGR”) of 10.9% based on forecasts provided by producers and management’s estimates of drilling

activity corresponding to current 5-year commodity strip pricing

–

Dry natural gas volumes are expected to grow at a 5-year CAGR of 11.6% based on management’s estimate of two to three

rigs working in the Fayetteville Shale for BHP beginning in 2014E, one to two rigs working in the Barnett Shale beginning in

2014E and an average of one half of one rig per year working in the Haynesville beginning in 2014E

–

Operations and maintenance expenses were derived from a bottom-up forecast provided by CMLP operations managers

2013E includes full-year expenses for CMM, West Johnson County and Enerven assets and a partial year of expenses

for new Marcellus compressor stations in addition to the incremental costs of 18 new full time employees

Fixed costs assumed to increase at 3.0% per year after 2013E

CMLP Management Financial Projections –

Assumptions

Confidential

DRAFT

Overview of CMLP

37

–

General and administrative expenses were also derived from a bottom-up forecast provided by CMLP operations managers

2013E includes incremental costs for 23 additional full-time employees and additional equity compensation and

amortization expenses

General and administrative expenses assumed to increase at 4.0% per annum after 2013E

–

Similarly, 2013E maintenance and growth capital expenditure estimates were also derived from a bottom-up forecast provided

by CMLP operations managers and include:

2013E maintenance capital expenditures are projected to be $9.3 million including compressor overhauls and a new

compressor warehouse

–

Five

year

maintenance

capital

expenditures

based

on

2013E

budget

and

consist

primarily

of

compressor

overhauls

2013E growth capital expenditures are projected to be $126.8 million and include $77.1 million of new pipeline and

compressor stations in the Marcellus, $22.0 million for the West

Union Compressor Station in Doddridge County, West

Virginia, $5.1 million for the upgrade of Enerven compressor stations with the remaining $22.7 million primarily related

to new well connections

–

Five year growth capital expenditures based on forecasted well connections and associated pipeline capital

projects, as well as additional Marcellus compressor stations and Fayetteville and Granite Wash facility expansions

Excludes potential other growth capital expenditure opportunities, including:

–

The potential acquisition of RKI Exploration & Production, LLC’s (“RKI”) 50.0% non-operating interest in the

Jackalope Gas Gathering System (“JGGS”) in the Niobrara Basin, and the further development of that system for

$199.1 million in 2013E

–

The potential acquisition of 41 miles of high-pressure pipeline and two compressor stations in the Marcellus from

MarkWest Energy Partners, L.P. (the “MarkWest Marcellus Bolt-On Acquisition”) for $125.0 million

–

The

potential

acquisition

of

certain

pipeline

assets

pursuant

to

CMM’s

seven-year

right

of

first

offer

to

acquire

any

midstream assets sold by Antero in an area of approximately 100,000 acres adjacent to Antero’s current area of

dedication (“Antero Western AOD Acquisition”) for $250.0 million

CMLP Management Financial Projections –

Assumptions (cont’d)

Confidential

DRAFT

Overview of CMLP

38

–

Growth capital expenditures to be financed with revolver borrowings at an interest rate of 3.60%, 3.75%, 4.50%, 5.00% and

5.50% in 2013E, 2014E, 2015E, 2016E and 2017E, respectively

–

Assumes CMLP’s Class D Units distributions are paid in-kind with additional Class D Units until conversion into 6.8 million

CMLP common units in March 2014 on a one-for-one basis

Assumes

CMLP

yield

of

9.0%,

8.5%,

8.0%

and

7.5%

in

the

first,

second,

third

and

fourth

quarter

of

2013E,

respectively

–

$200.0 million senior note offering on June 30, 2014 assumed to be issued at an 8.0% interest rate with proceeds utilized to

reduce borrowings from CMLP’s revolving credit facility

–

Distribution per LP unit of $2.07 and $2.15 in 2013E and 2014E, respectively, and a target 10.0% distribution per LP unit

growth rate in 2015E, 2016E and 2017E

LP distribution coverage of 1.10x, 1.10x and 1.06x for 2015E, 2016E and 2017E, respectively

–

No interest income on cash balances

CMLP Management Financial Projections –

Assumptions (cont’d)

Confidential

DRAFT

2013E Growth Capital Expenditures –

Summary

39

Overview of CMLP

Source: CMLP management

For the Quarter Ending

Fiscal Year

Budgeted Growth Capital Expenditures

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

Marcellus:

Zinnia Mainlines

$--

$30.1

$7.1

$--

$37.2

Perkins/Morgan Stations

5.0

12.7

6.4

4.9

29.0

Other Marcellus Laterals

--

3.5

6.7

0.7

10.9

Enerven Engine Upgrades

1.3

2.5

1.3

--

5.1

Mackey Wolfe Lateral

1.8

1.8

--

--

3.6

West Union Station

14.7

3.8

0.4

3.1

22.0

Total Marcellus

$22.8

$54.4

$21.9

$8.7

$107.8

Barnett

1.8

2.4

3.7

2.5

10.4

Fayetteville

0.8

0.2

0.9

--

1.9

Granite Wash

1.5

--

--

--

1.5

Haynesville

0.1

0.3

--

--

0.4

Avalon

--

--

--

--

--

Corporate (Oracle/SAP)

0.2

2.2

1.2

1.2

4.8

Total Budgeted Growth Capital Expenditures

$27.2

$59.5

$27.7

$12.4

$126.8

Upside Growth Capital Expenditures

Q1 2013

Q2 2013

Q3 2013

Q4 2013

2013E

RKI Niobrara Development

$91.5

$12.0

$47.8

$47.8

$199.1

MarkWest Marcellus Bolt-On Acquisition

--

125.0

--

--

125.0

Antero Western AOD Acquisition

--

--

250.0

--

250.0

Identified Incremental Capital Expenditures

$91.5

$137.0

$297.8

$47.8

$574.1

Total Potential Capital Expenditures (Budget + Potential)

$118.7

$196.5

$325.5

$60.2

$700.9

($ in millions)

Confidential

DRAFT

CMLP Management Financial Projections

40

Overview of CMLP

The following sets forth selected operating projections provided

by CMLP management utilized in deriving the CMLP Management

Financial Projections herein:

For the Year Ended December 31,

For the Years Ending December 31,

CAGR

2010A

2011A

2012A

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Gathering Volumes (MMcfd)

Barnett Rich

129.5

143.9

163.5

216.1

211.6

210.6

212.9

215.9

(0.0%)

Granite Wash

--

16.6

17.6

29.7

46.1

58.4

66.4

72.1

24.8%

Avalon

--

11.5

9.0

6.8

5.2

4.3

3.6

3.1

(17.4%)

Marcellus

--

--

227.2

457.1

572.5

692.0

740.5

783.3

14.4%

Total Rich Gathering Volumes

129.5

172.0

417.2

709.7

835.3

965.3

1,023.4

1,074.4

10.9%

Barnett Dry

213.8

329.7

268.4

234.9

256.6

275.7

277.8

283.2

4.8%

Fayetteville

--

85.2

86.7

97.9

117.1

160.6

205.7

235.7

24.6%

Haynesville

--

60.1

50.5

33.6

32.4

42.4

46.0

48.9

9.8%

Total Dry Gathering Volumes

213.8

475.0

405.6

366.4

406.1

478.8

529.5

567.8

11.6%

Total Gathering

343.3

647.0

822.8

1,076.1

1,241.5

1,444.0

1,552.9

1,642.2

11.1%

Processing Volumes (MMcfd)

Barnett

127.8

131.8

155.7

207.0

202.6

201.6

203.8

206.8

(0.0%)

Granite Wash

--

12.3

17.5

29.4

45.6

57.8

65.7

71.3

24.8%

Total Processing Volumes

127.8

144.1

173.2

236.4

248.2

259.4

269.6

278.1

4.1%

Compression Volumes (MMcfd)

Marcellus

--

--

6.4

331.8

543.9

702.9

752.0

794.8

24.4%

Well Connections

Barnett Rich

NA

NA

43.0

60.0

68.0

68.0

68.0

68.0

Granite Wash

NA

NA

5.0

10.0

16.0

16.0

15.0

15.0

Avalon

NA

NA

--

--

--

--

--

--

Marcellus

NA

NA

60.0

65.0

102.0

69.0

73.0

73.0

Total Rich Well Connections

NA

NA

108.0

135.0

186.0

153.0

156.0

156.0

Barnett Dry

NA

NA

23.0

8.0

41.0

35.0

32.0

32.0

Fayetteville

NA

NA

18.0

23.0

35.0

60.0

60.0

60.0

Haynesville

NA

NA

1.0

--

5.0

5.0

5.0

5.0

Total Dry Well Connections

NA

NA

42.0

31.0

81.0

100.0

97.0

97.0

Total Well Connections

NA

NA

150.0

166.0

267.0

253.0

253.0

253.0

Confidential

DRAFT

CMLP Management Financial Projections (cont’d)

41

Overview of CMLP

The following sets forth the CMLP Management Financial Projections utilized by Evercore in its analysis herein:

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Revenue, Less Purchases:

Barnett Rich

$90.5

$93.7

$101.5

$108.4

$115.1

Granite Wash

5.9

10.2

14.0

16.5

18.4

Avalon

0.4

0.3

0.3

0.2

0.2

Marcellus

69.9

100.1

127.6

140.4

152.3

Total Rich Natural Gas Revenue

$166.7

$204.3

$243.3

$265.6

$285.9

14.4%

Barnett Dry

49.5

52.5

59.1

62.4

65.8

Fayetteville

30.6

36.5

49.7

66.1

78.2

Haynesville

5.3

5.6

7.9

8.2

9.0

Total Dry Natural Gas Revenue

$85.4

$94.7

$116.7

$136.7

$153.0

15.7%

Total Revenue, Less Purchases

$252.1

$299.0

$360.0

$402.3

$439.0

14.9%

Operating Expense:

CMLP Operating Expense

$42.9

$44.9

$48.6

$51.7

$54.1

CMM Operating Expense

7.9

9.8

10.6

10.9

11.2

Total Operating Expense

$50.8

$54.7

$59.2

$62.6

$65.3

6.5%

General and Administrative Expense:

CMLP General and Administrative Expense

$25.4

$26.4

$27.4

$28.5

$29.7

CMM General and Administrative Expense

2.9

3.0

3.2

3.3

3.4

Total General and Administrative Expense

28.3

29.4

30.6

31.8

33.1

4.0%

Plus: Other Corporate Adjustments

0.3

--

--

--

--

Adjusted EBITDA

$173.3

$214.8

$270.3

$307.9

$340.6

18.4%

($ in millions)

Confidential

DRAFT

CMLP Management Financial Projections (cont’d)

($ in millions, except per unit amounts)

42

Overview of CMLP

The following sets forth the CMLP Management Financial Projections utilized by Evercore in its analysis herein:

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Distributable Cash Flow

Adjusted EBITDA

$173.3

$214.8

$270.3

$307.9

$340.6

18.4%

Less: Cash Interest Expense, net

(43.0)

(52.5)

(62.8)

(67.6)

(72.8)

Less: Maintenance Capital Expenditures

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

Plus: Non-Cash Equity Compensation

3.8

4.5

4.7

4.9

5.2

Distributable Cash Flow

$124.7

$159.6

$204.4

$236.3

$261.1

20.3%

Distributed Cash Flow

Common Units (Public)

$70.6

$73.3

$80.7

$88.7

$97.6

Common Units (Crestwood Holdings)

40.7

57.0

62.7

69.0

75.9

GP

22.2

30.3

43.4

57.7

73.5

Total

$133.5

$160.7

$186.7

$215.4

$247.0

16.6%

% to GP

16.6%

18.9%

23.2%

26.8%

29.7%

GP IDRs

$20.1

$27.7

$40.4

$54.5

$69.9

Weighted Average LP Units Outstanding

60.2

60.6

60.6

60.6

60.6

DCF / LP Unit

$1.99

$2.14

$2.51

$2.78

$2.98

10.6%

Distribution / LP Unit

$2.07

$2.15

$2.37

$2.60

$2.86

8.4%

LP Coverage

0.96x

1.00x

1.06x

1.07x

1.04x

Total Coverage

0.93x

0.99x

1.09x

1.10x

1.06x

Distributable Cash Flow Surplus / (Shortfall)

($8.7)

($1.1)

$17.7

$20.9

$14.2

Confidential

DRAFT

CMLP Management Financial Projections (cont’d)

43

The

following

sets

forth

the

funding

assumptions

utilized

in

the

CMLP

Management

Financial

Projections

and

CMLP’s

resulting

capital

structure

and

credit

statistics

Overview of CMLP

($ in millions)

Confidential

DRAFT

Wall Street Research vs. CMLP Management Financial Projections

($ in millions, except per unit amounts)

44

Overview of CMLP

Wall Street Research Analyst

CMLP Management Financial Projections Comparison

Confidential

DRAFT

Overview of CMLP

45

CMLP management also provided Evercore with an alternative downside case to the CMLP Management Financial Projections,

which incorporate the following assumptions:

–

Operating and financial projections for the year ending December

31, 2013 assumed to equal the operating and financial

projections in the CMLP Management Financial Projections

–

Rich natural gas volumes from the Barnett, Granite Wash and Avalon are assumed to equal the projections in the CMLP

Management Financial Projections

Expected to grow at a 5-year CAGR of 10.9%

Natural gas processing volumes from the Barnett and Granite Wash

are assumed to equal the projections in the CMLP

Management Financial Projections

–

Marcellus rich natural gas volume 5-year CAGR of 14.4% in the CMLP Management Financial Projections decreased to 3.6%

in the CMLP Downside Financial Projections based on a CMLP management case of Antero’s drilling schedule deceleration

Marcellus compression volume 5-year CAGR of 24.4% in the CMLP Management Financial Projections decreased to

12.8% in the CMLP Downside Financial Projections due to the lower gathering volumes assumed

–

Dry natural gas volumes 5-year CAGR of 11.6% in the CMLP Management Financial Projections decreased to (2.4%) in the

CMLP Downside Financial Projections

–

Operations and maintenance expenses were derived from a bottom-up forecast provided by CMLP operations managers

2013E includes full-year expenses for CMM, West Johnson County and Enerven assets and a partial year of expenses

for new Marcellus compressor stations in addition to the incremental costs of 18 new full time employees

Fixed costs assumed to increase at 3.0% per year after 2013E

–

General and administrative expenses are assumed to equal the projections in the CMLP Management Financial Projections

General and administrative expenses assumed to increase at 4.0% per annum after 2013E

CMLP Downside Financial Projections –

Assumptions

Confidential

DRAFT

Overview of CMLP

46

–

Five year maintenance capital expenditures adjusted from the CMLP Management Financial Projections based on compressor

overhauls necessary in the CMLP Downside Financial Projections given decreased Marcellus volumes

–

Five year growth capital expenditures based on forecasted well connections and associated pipeline capital projects, as well as

additional Marcellus compressor stations and Fayetteville and Granite Wash facility expansions

–

Excludes potential other growth capital expenditure opportunities, including:

The potential acquisition of RKI’s 50.0% non-operating interest in the JGGS in the Niobrara Basin, and the further

development of that system for $199.1 million in 2013E

The MarkWest Marcellus Bolt-On Acquisition for $125.0 million

The Antero Western AOD Acquisition for $250.0 million

–

Growth capital expenditures to be financed with revolver borrowings at an interest rate of 3.60%, 3.75%, 4.50%, 5.00% and

5.50% in 2013E, 2014E, 2015E, 2016E and 2017E, respectively

–

Assumes CMLP’s Class D Units distributions are paid in-kind with additional Class D Units until conversion into 6.8 million

CMLP common units in March 2014 on a one-for-one basis

Distributions paid in-kind assume CMLP yield of 9.0%, 8.5%, 8.0% and 7.5% in the first, second, third and fourth

quarter of 2013E, respectively

–

CMLP projected unit price assumes CMLP yield of 9.0% in the first quarter of 2013E and 8.5% in each quarter of the forecast

period thereafter

–

$200.0 million senior note offering on June 30, 2015 assumed to be issued at an 8.0% interest rate with proceeds utilized to

reduce borrowings from CMLP’s revolving credit facility

–

Distribution per LP unit remains constant until target coverage of 1.05x is reached

Distribution

per

LP

unit

of

$2.04

in

each

of

2013E,

2014E,

2015E

and

2016E,

respectively

–

No interest income on cash balances

CMLP Downside Financial Projections –

Assumptions (cont’d)

Confidential

DRAFT

CMLP Downside Financial Projections

47

Overview of CMLP

The following sets forth selected operating projections provided

by CMLP management utilized in deriving the CMLP Downside

Financial Projections herein:

For the Year Ended December 31,

For the Years Ending December 31,

CAGR

2010A

2011A

2012A

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Gathering Volumes (MMcfd)

Barnett Rich

129.5

143.9

163.5

216.1

211.6

210.6

212.9

215.9

(0.0%)

Granite Wash

--

16.6

17.6

29.7

46.1

58.4

66.4

72.1

24.8%

Avalon

--

11.5

9.0

6.8

5.2

4.3

3.6

3.1

(17.4%)

Marcellus

--

--

227.2

457.1

468.7

486.6

513.3

526.0

3.6%

Total Rich Gathering Volumes

129.5

172.0

417.2

709.7

731.5

759.9

796.2

817.1

3.6%

Barnett Dry

213.8

329.7

268.4

234.9

225.2

212.8

205.4

200.3

(3.9%)

Fayetteville

--

85.2

86.7

97.9

105.7

109.4

112.8

116.4

4.4%

Haynesville

--

60.1

50.5

33.6

20.5

18.4

17.0

16.0

(17.0%)

Total Dry Gathering Volumes

213.8

475.0

405.6

366.4

351.4

340.6

335.2

332.7

(2.4%)

Total Gathering

343.3

647.0

822.8

1,076.1

1,082.9

1,100.5

1,131.4

1,149.8

1.7%

Processing Volumes (MMcfd)

Barnett

127.8

131.8

155.7

207.0

202.6

201.6

203.8

206.8

(0.0%)

Granite Wash

--

12.3

17.5

29.4

45.6

57.8

65.7

71.3

24.8%

Total Processing Volumes

127.8

144.1

173.2

236.4

248.2

259.4

269.6

278.1

4.1%

Compression Volumes (MMcfd)

Marcellus

--

--

6.4

331.8

448.4

497.5

524.8

537.5

12.8%

Well Connections

Barnett Rich

NA

NA

43.0

60.0

68.0

68.0

68.0

68.0

Granite Wash

NA

NA

5.0

10.0

16.0

16.0

15.0

15.0

Avalon

NA

NA

--

--

--

--

--

--

Marcellus

NA

NA

60.0

65.0

43.0

43.0

42.0

41.0

Total Rich Well Connections

NA

NA

108.0

135.0

127.0

127.0

125.0

124.0

Barnett Dry

NA

NA

23.0

8.0

10.0

10.0

10.0

10.0

Fayetteville

NA

NA

18.0

23.0

24.0

21.0

21.0

21.0

Haynesville

NA

NA

1.0

--

--

--

--

--

Total Dry Well Connections

NA

NA

42.0

31.0

34.0

31.0

31.0

31.0

Total Well Connections

NA

NA

150.0

166.0

161.0

158.0

156.0

155.0

Confidential

DRAFT

CMLP Downside Financial Projections (cont’d)

($ in millions)

48

Overview of CMLP

The following sets forth the CMLP Downside Financial Projections

utilized by Evercore in its analysis herein:

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Revenue, Less Purchases:

Barnett Rich

$90.5

$93.7

$101.5

$108.4

$115.1

Granite Wash

5.9

10.2

14.0

16.5

18.4

Avalon

0.4

0.3

0.3

0.2

0.2

Marcellus

69.9

81.7

89.2

96.8

101.6

Total Rich Natural Gas Revenue

$166.7

$185.9

$204.9

$221.9

$235.3

9.0%

Barnett Dry

49.5

46.7

46.8

46.6

46.7

Fayetteville

30.6

33.6

36.6

39.2

41.8

Haynesville

5.3

3.1

2.8

2.5

2.4

Total Dry Natural Gas Revenue

$85.4

$83.4

$86.2

$88.4

$90.9

1.6%

Total Revenue, Less Purchases

$252.1

$269.3

$291.1

$310.3

$326.2

6.7%

Operating Expense:

CMLP Operating Expense

$42.9

$43.9

$45.0

$46.2

$47.4

CMM Operating Expense

7.9

9.8

10.5

10.8

11.1

Total Operating Expense

$50.8

$53.8

$55.5

$57.0

$58.5

3.6%

General and Administrative Expense:

CMLP General and Administrative Expense

$25.4

$26.4

$27.4

$28.5

$29.7

CMM General and Administrative Expense

2.9

3.0

3.2

3.3

3.4

Total General and Administrative Expense

28.3

29.4

30.6

31.8

33.1

4.0%

Plus: Other Corporate Adjustments

0.3

--

--

--

--

Adjusted EBITDA

$173.3

$186.1

$205.0

$221.4

$234.6

7.9%

Confidential

DRAFT

CMLP Downside Financial Projections (cont’d)

($ in millions, except per unit amounts)

49

Overview of CMLP

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Distributable Cash Flow

Adjusted EBITDA

$173.3

$186.1

$205.0

$221.4

$234.6

7.9%

Less: Cash Interest Expense, net

(43.0)

(47.9)

(57.4)

(64.8)

(68.6)

Less: Maintenance Capital Expenditures

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

Plus: Non-Cash Equity Compensation

3.8

4.5

4.7

4.9

5.2

Distributable Cash Flow

$124.8

$135.6

$144.6

$152.7

$159.4

6.3%

Distributed Cash Flow

Common Units (Public)

$69.5

$69.5

$69.5

$69.5

$70.8

Common Units (Crestwood Holdings)

40.1

54.1

54.1

54.1

55.1

GP

20.6

23.6

23.6

23.6

25.9

Total

$130.3

$147.2

$147.2

$147.2

$151.8

3.9%

% to GP

15.8%

16.0%

16.0%

16.0%

17.1%

GP IDRs

$18.6

$21.1

$21.1

$21.1

$23.3

Weighted Average LP Units Outstanding

60.2

60.6

60.6

60.6

60.6

DCF / LP Unit

$1.99

$1.94

$2.02

$2.09

$2.14

1.9%

Distribution / LP Unit

$2.04

$2.04

$2.04

$2.04

$2.08

0.5%

LP Coverage

0.97x

0.95x

0.99x

1.02x

1.03x

Total Coverage

0.96x

0.92x

0.98x

1.04x

1.05x

Distributable Cash Flow Surplus / (Shortfall)

($5.5)

($11.6)

($2.6)

$5.5

$7.6

The following sets forth the CMLP Downside Financial Projections

utilized by Evercore in its analysis herein:

Confidential

DRAFT

CMLP Downside Financial Projections (cont’d)

50

Overview of CMLP

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued (Public)

$119.0

$--

$--

$--

$--

Equity Issued (Crestwood Holdings)

--

--

--

--

--

GP Contribution (Crestwood Holdings)

--

--

--

--

--

Class D Units Issued for Acquisition of 65.0% of CMM

129.0

--

--

--

--

Revolver Draw for Acquisition of 65.0% of CMM

129.0

--

--

--

--

CMM Debt Issued

32.1

19.0

24.9

23.0

22.5

CMLP Debt Issued/(Repaid), net of Surplus/(Shortfall)

46.5

68.3

19.4

11.3

4.1

DCF Surplus / (Shortfall)

(5.5)

(11.6)

(2.6)

5.5

7.6

Contribution from CMLP to CMM

50.0

--

--

--

--

Less: Financing Fees

(0.5)

--

--

--

--

Total Funding

$499.6

$75.7

$41.7

$39.8

$34.1

Debt Issued/(Repaid), net of Surplus/(Shortfall)

$89.1

$87.3

$44.3

$34.3

$26.5

Total Equity Issued

248.0

--

--

--

--

Uses:

Acquisition of 65.0% of CMM

$258.0

$--

$--

$--

$--

Debt Paydown from 5.175 MM Units Issuance

118.5

--

--

--

--

(Increase) / Decrease in Working Capital

(3.7)

2.2

--

--

--

Growth Capital Expenditures

126.8

73.5

41.7

39.8

34.1

Total Uses

$499.6

$75.7

$41.7

$39.8

$34.1

Credit Statistics

Debt / Adjusted EBITDA

4.7x

4.9x

4.7x

4.5x

4.3x

Net Debt / Adjusted EBITDA

4.7x

4.9x

4.7x

4.5x

4.3x

Capital Structure

Cash

$0.1

$0.1

$0.1

$0.1

$0.1

Total Debt

822.8

910.1

954.4

988.7

1,015.2

Net Debt

$822.7

$910.0

$954.3

$988.6

$1,015.1

The following sets forth the funding assumptions utilized in the

CMLP Management Financial Projections and CMLP’s resulting

capital structure and credit statistics

($ in millions)

Confidential

DRAFT

CMLP Downside Financial Projections (cont’d)

51

Overview of CMLP

CMLP Management Financial Projections

CMLP Downside Financial Projections

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E -

2017E

Distributable Cash Flow

Adjusted EBITDA

$173.3

$214.8

$270.3

$307.9

$340.6

18.4%

Less: Cash Interest Expense, net

(43.0)

(52.5)

(62.8)

(67.6)

(72.8)

Less: Maintenance Capital Expenditures

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

Plus: Non-Cash Equity Compensation

3.8

4.5

4.7

4.9

5.2

Distributable Cash Flow

$124.7

$159.6

$204.4

$236.3

$261.1

20.3%

DCF / LP Unit

$1.99

$2.14

$2.51

$2.78

$2.98

10.6%

Distribution / LP Unit

$2.07

$2.15

$2.37

$2.60

$2.86

8.4%

LP Coverage

0.96x

1.00x

1.06x

1.07x

1.04x

Total Coverage

0.93

0.99

1.09

1.10

1.06

Distributable Cash Flow Surplus / (Shortfall)

($8.7)

($1.1)

$17.7

$20.9

$14.2

($ in millions)

For the Years Ending December 31,

CAGR

Difference versus CMLP Management Financial Projections

2013E

2014E

2015E

2016E

2017E

2013E -

2017E

2013E

2014E

2015E

2016E

2017E

Distributable Cash Flow

Adjusted EBITDA

$173.3

$186.1

$205.0

$221.4

$234.6

7.9%

$--

$28.7

$65.3

$86.4

$106.0

Less: Cash Interest Expense, net

(43.0)

(47.9)

(57.4)

(64.8)

(68.6)

(0.0)

(4.6)

(5.4)

(2.8)

(4.2)

Less: Maintenance Capital Expenditures

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

--

--

--

--

--

Plus: Non-Cash Equity Compensation

3.8

4.5

4.7

4.9

5.2

--

--

--

--

--

Distributable Cash Flow

$124.8

$135.6

$144.6

$152.7

$159.4

6.3%

($0.0)

$24.0

$59.9

$83.6

$101.7

DCF / LP Unit

$1.99

$1.94

$2.02

$2.09

$2.14

1.9%

($0.00)

$0.20

$0.49

$0.69

$0.84

Distribution / LP Unit

$2.04

$2.04

$2.04

$2.04

$2.08

0.5%

$0.03

$0.11

$0.33

$0.56

$0.79

LP Coverage

0.97x

0.95x

0.99x

1.02x

1.03x

Total Coverage

0.96

0.92

0.98

1.04

1.05

Distributable Cash Flow Surplus / (Shortfall)

($5.5)

($11.6)

($2.6)

$5.5

$7.6

Confidential

DRAFT

Overview of CMLP

52

Comparison of CMLP Management Provided Financial Projections to Wall Street Research

Estimates

($ in

millions, except per unit amounts)

The following sets forth a comparison of the CMLP Management Financial Projections, the CMLP Downside Financial

Projections and Wall Street Research consensus estimates

EBITDA

Distribution per LP Unit

DCF per LP Unit

$173.3

$214.8

$270.3

$307.9

$340.6

$173.3

$186.1

$205.0

$221.4

$234.6

$179.1

$229.5

$296.3

$370.1

$446.5

$--

$100.0

$200.0

$300.0

$400.0

$500.0

2013E

2014E

2015E

2016E

2017E

CMLP Management Financial Projections

CMLP Downside Financial Projections

Wall Street Research

$1.99

$2.14 $1.94

$2.51

$2.78

$2.98

$1.99

$2.02

$2.09

$2.14

$2.05

$2.25

$2.66

$2.95

$3.21

$--

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

2013E

2014E

2015E

2016E

2017E

CMLP Management Financial Projections

CMLP Downside Financial Projections

Wall Street Research

$2.07

$2.15

$2.37

$2.60

$2.86

$2.04

$2.04

$2.04

$2.04

$2.08

$2.07

$2.15

$2.26

$2.35

$2.43

$--

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

2013E

2014E

2015E

2016E

2017E

CMLP Management Financial Projections

CMLP Downside Financial Projections

Wall Street Research

Distribution Coverage

0.93x

0.99x

1.09x

1.10x

1.06x

0.96x

0.92x

0.98x

1.04x

1.05x

0.99x

1.07x

1.28x

1.39x

1.49x

--

0.20x

0.40x

0.60x

0.80x

1.00x

1.20x

1.40x

1.60x

2013E

2014E

2015E

2016E

2017E

CMLP Management Financial Projections

CMLP Downside Financial Projections

Wall Street Research

DRAFT

IV.

Indicative Valuation of CMLP

Confidential

DRAFT

Valuation Methodologies

Utilizing the following methodologies, Evercore analyzed the value of CMLP common units

53

Indicative Valuation of CMLP

Methodology

Description

Metrics/Assumptions

Discounted Cash Flow

Analysis:

Financials Projections

Values

CMLP

common

units

based

on

the

concepts

of

the

time

value

of

money

Utilizing the CMLP Management Financial Projections and the CMLP

Downside Financial Projections as previously reviewed herein, Evercore:

Tax depreciation based on schedule provided by CMLP management

EBITDA exit multiple of 9.0x to 11.0x and a perpetuity growth rate of 0.5% to 1.5%

For the terminal value, tax depreciation assumed to be equal to maintenance capital expenditures

Weighted average cost of capital based on mid-point of the Capital Asset Pricing Model (“CAPM”)

Tax

rate

of

35.0%

based

on

unitholders’

tax

rates

Discounted the projected cash flows to the assumed July 1, 2013 effective date

Discounted Cash Flow

Analysis:

Projected Distribution per Unit

Values the CMLP common units based on the concepts of the time value

of money

Utilizing projected distributions per unit from the CMLP Management

Financial Projections and the CMLP Downside Financial Projections as

previously reviewed herein, Evercore:

Terminal exit yield range of 7.0% to 10.0%

Cost of equity of 8.5% to 9.5% based on the Capital Asset Pricing Model utilizing betas from

selected publicly-traded peers

Cost of equity of 13.5% to 14.5% based on the expected market total return of selected publicly-

traded peers

Precedent M&A Transaction

Analysis

Valuation for the CMLP common units based on multiples of transaction

value to EBITDA in historical transactions involving other natural gas

gathering and processing assets

Based on transaction value / EBITDA

Enterprise value / EBITDA multiples applied to 2013E and 2014E EBITDA with the resulting

value discounted at an 8.0% discount rate, the midpoint of the weighted average cost of capital

range based on the assumed July 1, 2013 effective date

Growth capital expenditures discounted at an 8.0% discount rate

Peer Group Trading Analysis

Valuation for the CMLP common units based on current market enterprise

value multiples of relevant EBITDA for selected comparable publicly-

traded entities

Enterprise value / EBITDA multiples applied to 2013E EBITDA and 2014E EBITDA

Premiums Paid Analysis

Valuation for the CMLP common units based historical premiums paid in

MLP unit-for-unit transactions

Median 1-Day, 5-Day, 30-Day and 52-Week high premiums paid applied to relevant CMLP unit

prices

Historical Unit Price Trading

Ratio

Valuation

for

the

CMLP

common

units

based

on

historical

exchange

ratio

between CMLP unit prices and NRGM unit prices

30-Day, 60-Day and 90-Day High exchange ratio applied to NRGM current unit price

Wall Street Research Price

Targets

Valuation for the CMLP common units based on the most recent research

analyst price targets of firms covering CMLP

Research

price

targets

from:

Barlcays,

Hilliard

Lyons,

Ladenburg

Thalmann,

RBC,

Simmons

and

Wells Fargo

–

Utilized varying weighted average cost of capital (“WACC”)

discount rates and applied various perpetuity growth rates to

derive after-tax valuation ranges for CMLP

–

Calculated terminal values based on a range of multiples of

EBITDA derived from precedent transactions as well as

assumed perpetuity growth rates

–

Utilized varying total expected market return discount rates

and calculated a terminal value based on various terminal exit

yields

Confidential

DRAFT

Summary Valuation –

CMLP Common Unit

54

Indicative Valuation of CMLP

Confidential

DRAFT

Discounted Cash Flow Analysis –

Assumptions

55

Indicative Valuation of CMLP

Evercore utilized a DCF Analysis based on the following assumptions:

–

Effective date of July 1, 2013

–

EBITDA and capital expenditures through December 31, 2017E per the CMLP Management Financial

Projections and CMLP Downside Financial Projections as previously reviewed herein

–

A 35.0% tax rate

–

Tax depreciation based on schedule provided by CMLP management

–

Mid-point

discount

rate

of

8.0%

utilizing

a

weighted

average

cost

of

capital

based

on

CAPM

–

Terminal value based on both: (i) a 9.0x to 11.0x EBITDA exit multiple and (ii) a 0.5% to 1.5% perpetuity

growth rate

Tax depreciation is set equal to maintenance capital expenditures in perpetuity

Confidential

DRAFT

DCF Analysis –

CMLP Management Financial Projections

($ in millions, except per unit amounts)

EBITDA Exit Multiple Sensitivities

Perpetuity Growth Rate Sensitivities

(1)

Assumes tax depreciation equal to maintenance capital expenditures in perpetuity

Summary Results

56

Indicative Valuation of CMLP

WACC

EBITDA Multiple

$35.0

8.0x

9.0x

10.0x

11.0x

12.0x

7.0%

$28.67

$32.76

$36.85

$40.94

$45.03

7.5%

27.89

31.90

35.90

39.91

43.92

8.0%

27.13

31.06

34.98

38.90

42.83

8.5%

26.39

30.23

34.08

37.92

41.76

9.0%

25.67

29.43

33.20

36.96

40.73

WACC

Perpetuity Growth Rate

$31.3

0.0%

0.5%

1.0%

1.5%

2.0%

7.0%

$32.61

$35.63

$39.15

$43.31

$48.30

7.5%

29.35

31.93

34.90

38.36

42.46

8.0%

26.51

28.73

31.26

34.18

37.59

8.5%

24.01

25.94

28.12

30.61

33.48

9.0%

21.80

23.48

25.37

27.52

29.97

For the Six

Months Ending

Terminal Value

December 31,

For the Years Ending December 31,

EBITDA

Perpetuity

2013E

2014E

2015E

2016E

2017E

Exit Multiple

Growth Rate

(1)

EBITDA

$116.4

$214.8

$270.3

$307.9

$340.6

$340.6

$340.6

Less: Tax DD&A

(89.2)

(164.8)

(164.8)

(114.3)

(103.5)

(11.8)

EBIT

$27.2

$50.0

$105.5

$193.5

$237.1

$328.7

Less: Taxes @ 35.0%

(9.5)

(17.5)

(36.9)

(67.7)

(83.0)

(115.1)

EBIAT

$17.7

$32.5

$68.6

$125.8

$154.1

$213.7

Plus: Tax DD&A

89.2

164.8

164.8

114.3

103.5

11.8

Less: Maintenance Capital Expenditures

(3.6)

(7.2)

(7.7)

(8.9)

(11.8)

(11.8)

Less: Growth Capital Expenditures

(44.9)

(108.1)

(71.8)

(71.7)

(63.3)

--

Unlevered FCF

$58.4

$82.0

$153.8

$159.6

$182.5

$213.7

Terminal Value Multiple/Growth Rate

10.0x

1.0%

PV of Terminal Value @ 8.0%

$2,408.9

$2,180.6

Plus: Present Value of Unlevered FCF

Implied Enterprise Value

$2,934.9

$2,706.6

Less: Debt as of July 1, 2013

Plus: Cash as of July 1, 2013

Implied Equity Value

$2,147.5

$1,919.3

Total Units Outstanding as of July 1, 2013

Implied Unit Price

$34.98

$31.26

526.0

(787.4)

0.0

61.4

Confidential

DRAFT

DCF Analysis –

CMLP Downside Financial Projections

($ in millions, except per unit amounts)

EBITDA Exit Multiple Sensitivities

Perpetuity Growth Rate Sensitivities

(1)

Assumes tax depreciation equal to maintenance capital expenditures in perpetuity

Summary Results

57

Indicative Valuation of CMLP

WACC

EBITDA Multiple

$22.1

8.0x

9.0x

10.0x

11.0x

12.0x

7.0%

$17.79

$20.61

$23.43

$26.25

$29.07

7.5%

17.24

20.00

22.76

25.52

28.28

8.0%

16.70

19.40

22.11

24.81

27.51

8.5%

16.17

18.82

21.47

24.12

26.76

9.0%

15.66

18.25

20.85

23.44

26.03

WACC

Perpetuity Growth Rate

$19.1

0.0%

0.5%

1.0%

1.5%

2.0%

7.0%

$20.10

$22.14

$24.53

$27.35

$30.73

7.5%

17.87

19.62

21.63

23.98

26.75

8.0%

15.93

17.43

19.15

21.13

23.44

8.5%

14.22

15.52

17.00

18.69

20.64

9.0%

12.70

13.84

15.12

16.58

18.24

For the Six

Months Ending

Terminal Value

December 31,

For the Years Ending December 31,

EBITDA

Perpetuity

2013E

2014E

2015E

2016E

2017E

Exit Multiple

Growth Rate

(1)

EBITDA

$95.5

$186.1

$205.0

$221.4

$234.6

$234.6

$234.6

Less: Tax DD&A

(89.2)

(164.8)

(164.8)

(114.3)

(103.5)

(11.8)

EBIT

$6.4

$21.3

$40.2

$107.1

$131.1

$222.8

Less: Taxes @ 35.0%

(2.2)

(7.5)

(14.1)

(37.5)

(45.9)

(78.0)

EBIAT

$4.1

$13.9

$26.1

$69.6

$85.2

$144.8

Plus: Tax DD&A

89.2

164.8

164.8

114.3

103.5

11.8

Less: Maintenance Capital Expenditures

(3.6)

(7.2)

(7.7)

(8.9)

(11.8)

(11.8)

Less: Growth Capital Expenditures

(27.7)

(73.5)

(41.7)

(39.8)

(34.1)

--

Unlevered FCF

$62.0

$98.0

$141.5

$135.3

$142.8

$144.8

Terminal Value Multiple/Growth Rate

10.0x

1.0%

PV of Terminal Value @ 8.0%

$1,659.4

$1,477.7

Plus: Present Value of Unlevered FCF

Implied Enterprise Value

$2,144.6

$1,962.9

Less: Debt as of July 1, 2013

Plus: Cash as of July 1, 2013

Implied Equity Value

$1,357.2

$1,175.6

Total Units Outstanding as of July 1, 2013

Implied Unit Price

$22.11

$19.15

485.2

(787.4)

0.0

61.4

Confidential

DRAFT

Indicative Valuation of CMLP

58

(1) CMLP 52-week yield range of 6.89% to 9.74%, with an average yield of 8.33%

The analysis below sets forth CMLP’s projected annual distribution per unit based on the CMLP Management Financial  Projections

for the six months ending December 31, 2013E and for the years ending December 31, 2014E, 2015E, 2016E  and 2017E and a

terminal value based on an CMLP yield range of 7.0% to 10.0% discounted at a cost of equity for CMLP ranging between 8.5% and

9.5% based on CAPM and 13.5% to 14.5% based on the total expected market return (as detailed in the Appendix)

Discounted Cash Flow Analysis

–

CMLP Common Units

For the Six

Months Ending

December 31,

For the Years Ending December 31,

Terminal Value

2013E

2014E

2015E

2016E

2017E

Low

High

CMLP Standalone Distribution per LP Unit

$1.09

$2.15

$2.37

$2.60

$2.86

$2.86

Terminal Yield

(1)

10.00%

-

7.00%

Terminal Value

$28.63

-

$40.90

Equity Cost of Capital Based on CAPM

PV @ 8.0% of Value per CMLP Common Unit

$29.51

-

$38.19

PV @ 8.5% of Value per CMLP Common Unit

29.00

-

37.50

PV @ 9.0% of Value per CMLP Common Unit

28.50

-

36.83

PV @ 9.5% of Value per CMLP Common Unit

28.01

-

36.17

PV @ 10.0% of Value per CMLP Common Unit

27.53

-

35.53

Implied CMLP Common Unit Value Range

$28.01

-

$37.50

Equity Cost of Capital Based on Total Expected Market Return

PV @ 13.0% of Value per CMLP Common Unit

$24.90

-

$31.98

PV @ 13.5% of Value per CMLP Common Unit

24.49

-

31.43

PV @ 14.0% of Value per CMLP Common Unit

24.09

-

30.90

PV @ 14.5% of Value per CMLP Common Unit

23.71

-

30.38

PV @ 15.0% of Value per CMLP Common Unit

23.33

-

29.87

Implied CMLP Common Unit Value Range

$23.71

-

$31.43

Implied Unit Price

$23.71

-

$37.50

Confidential

DRAFT

Indicative Valuation of CMLP

59

(1) CMLP 52-week yield range of 6.89% to 9.74%, with an average yield of 8.33%

The analysis below sets forth CMLP’s projected annual distribution per unit based on the CMLP Downside Financial  Projections

for the six months ending December 31, 2013E and for the years ending December 31, 2014E, 2015E, 2016E  and 2017E and a

terminal value based on an CMLP yield range of 7.0% to 10.0% discounted at a cost of equity for CMLP ranging between 8.5% and

9.5% based on CAPM and 13.5% to 14.5% based on the total expected market return (as detailed in the Appendix)

Discounted Cash Flow Analysis –

CMLP Common Units

For the Six

Months Ending

December 31,

For the Years Ending December 31,

Terminal Value

2013E

2014E

2015E

2016E

2017E

Low

High

CMLP Standalone Distribution per LP Unit

$1.02

$2.04

$2.04

$2.04

$2.08

$2.08

Terminal Yield

(1)

10.00%

-

7.00%

Terminal Value

$20.78

-

$29.68

Equity Cost of Capital Based on CAPM

PV @ 8.0% of Value per CMLP Common Unit

$22.48

-

$28.78

PV @ 8.5% of Value per CMLP Common Unit

22.10

-

28.27

PV @ 9.0% of Value per CMLP Common Unit

21.73

-

27.78

PV @ 9.5% of Value per CMLP Common Unit

21.37

-

27.29

PV @ 10.0% of Value per CMLP Common Unit

21.02

-

26.82

Implied CMLP Common Unit Value Range

$21.37

-

$28.27

Equity Cost of Capital Based on Total Expected Market Return

PV @ 13.0% of Value per CMLP Common Unit

$19.07

-

$24.21

PV @ 13.5% of Value per CMLP Common Unit

18.77

-

23.81

PV @ 14.0% of Value per CMLP Common Unit

18.48

-

23.42

PV @ 14.5% of Value per CMLP Common Unit

18.19

-

23.03

PV @ 15.0% of Value per CMLP Common Unit

17.91

-

22.66

Implied CMLP Common Unit Value Range

$18.19

-

$23.81

Implied Unit Price

$18.19

-

$28.27

Confidential

DRAFT

60

Source: Public filings and Wall Street research

Indicative Valuation of CMLP

Precedent M&A Transactions

($ in millions)

04/13

Atlas Pipeline Partners, L.P. / TEAK Midstream, L.L.C.

$1,000.0

17.5x

02/13

Regency Energy Partners LP / Southern Union Gathering Company, LLC (Southern Union Company)

1,429.0

16.1

02/13

Western Gas Partners, LP / 33.75% Interest in Liberty and Rome Gas Gathering Systems (Anadarko Petroleum Corporation)

490.0

7.6

02/13

Western Gas Partners, LP / 33.75% Interest in Larry's Creek, Seely and Warrensville Gas Gathering Systems (Chesapeake Energy Corporation)

133.5

9.7

02/13

DCP Midstream Partners LP / Additional 47.0% Interest in Eagle Ford Joint Venture and Additional Interest in the Goliad Plant (DCP Midstream LLC)

856.0

NA 

01/13

Summit Midstream Partners / Bear Tracker Energy, LLC

513.0

9.2

01/13

Crestwood Midstream Partners / 65.0% Interest in Crestwood Marcellus Midstream LLC (Crestwood Holdings Partners LLC)

258.0

8.9

11/12

Targa Resources Partners LP / Saddle Butte Pipeline, LLC

950.0

11.5

11/12

Atlas Pipeline Partners, L.P. / Cardinal Midstream L.L.C.

600.0

10.0

08/12

Eagle Rock Energy Partners/Sunray and Hemphill processing plants

and associated 2,500 mile gathering system (BP America Production Co.)

227.5

9.5

07/12

Crestwood Midstream Partners LP / West Johnson County Gathering and Processing Assets in the Barnett Shale (Devon Energy Corporation)

90.0

NA 

06/12

CenterPoint Energy, Inc.  / 50% Interest in Waskom Gas Processing and Other Gathering and Processing Assets (Martin Midstream Partners L.P.)

275.0

10.9

05/12

MarkWest Energy Partners, L.P.  / Keystone Midstream Services, LLC  (Stonehenge Energy Resources, L.P., Rex Energy Corporation, Sumitomo Corporation)

512.0

28.4

04/12

PennVirginia Resource Partners, L.P. / Chief Gathering LLC

1,252.5

13.9

03/12

Williams Partners L.P. / Caiman Eastern Midstream LLC

2,500.0

12.5

01/12

Western Gas Partners L.P. / Red Desert Complex (Anadarko Petroleum Corporation)

483.0

7.0

12/11

Crestwood Midstream Partners LP / Antero Resources' Marcellus Shale Gathering Assets

375.0

11.5

12/11

Plains All American Pipelines, LP / Velocity South Texas Gathering LLC

352.0

43.3

10/11

Kinder Morgan Energy Partners, L.P./SouthTex Treaters

155.0

NA 

10/11

Crestwood Midstream Partners LP/Tristate Sabine, LLC (Energy Spectrum Capital and Zwolle Pipeline, LLC)

73.0

9.4

07/11

Western Gas Partners, LP/Bison Gas Treating Facility (Anadarko Petroleum Corporation)

130.0

8.8

06/11

Sable NGL LLC / Stanley Condensate Recovery Plant and Prairie Rose Pipeline Inc. (EOG Resources, Inc.)

185.0

NA 

05/11

Kinder Morgan Energy Partners, L.P. / 50% Interest in KinderHawk

Field Services and 25% of Eagle Ford Midstream (Petrohawk Energy Corporation)

920.0

NA 

03/11

Energy Transfer Partners, L.P. and Regency Energy Partners LP / Louis Dreyfus Highbridge Energy LLC

1,925.0

11.6

03/11

Anadarko Petroleum Corp / 93% Interest in Wattenburg Processing Plant (BP plc)

575.5

7.5

02/11

Crestwood Midstream Partners / Gathering and Processing assets in the Fayetteville Shale and Granite Wash (Frontier Gas Services, LLC)

338.0

12.5

01/11

MarkWest Energy Partners L.P. / Kentucky Hydro Natural Gas Processing Complex and NGL Pipeline (EQT Corporation)

230.0

12.7

01/11

Western Gas Partners, LP / Fort Lupton Processing Plant and Related Gathering Systems in the DJ Basin (Encana Oil & Gas (USA) Inc.)

303.3

9.3

12/10

Chesapeake Midstream Partners LP / Springridge Natural Gas Gathering System and Related Facilities in the Haynesville Shale

500.0

11.9

11/10

Williams Partners L.P. / Marcellus Midstream Assets in Susquehanna County, Pennslyvania (Cabot Oil & Gas Corporation)

150.0

NA 

11/10

Chevron Corporation / 49% Interest in Laurel Mountain Midstream in Marcellus (Atlas Pipeline Partners, LP)

403.0

NA 

11/10

ArcLight Capital Partners LLC / 9.9% Equity Interest in Enogex (OGE Energy)

183.0

9.5

10/10

Williams Partners L.P. / Gathering and Processing Assets in Colorado's Piceance Basin (Williams Companies, Inc.)

782.0

7.4

10/10

Cardinal Midstream, LLC / Gathering and Processing Assets in the

Arkoma Woodford Shale in Eastern Oklahoma (Antero Resources, LLC)

268.0

9.8

09/10

Targa Resources Partners LP / Venice Energy Services Company (Targa Resources, Inc.)

167.5

7.2

08/10

Targa Resources Partners LP / Versado Gas Processors, L.L.C. (Targa Resources, Inc.)

230.0

5.7

08/10

Regency Energy Partners, L.P. / Zephyr Gas Services

185.0

9.5

08/10

Western Gas Partners, LP / Wattenberg Gathering System & Fort Lupton Processing Plant (Anadarko Petroleum Corporation)

498.0

8.2

07/10

Enbridge Energy Partners, L.P. / Elk City Gathering and Processing System (Atlas Pipeline Partners, LP)

686.1

16.5

06/10

DCP Midstream, LLC / Liberty Gathering System and South Raywood Processing Plant (Ceritas Energy)

79.0

NA 

04/10

Regency Energy Partners LP / 7% Interest in Haynesville Joint Venture Increasing its Total Interest to 49.99% (GE Energy Financial Services)

92.1

NA 

04/10

Kinder Morgan Energy Partners, L.P. / 50% interest in Haynesville Gathering & Treating Business (Petrohawk Energy)

875.0

20.5

04/10

Enterprise Products Partners, L.P. / M2 Midsteam LLC (Yorktown Partners)

1,200.0

15.2

03/10

Targa Resources Partners LP / Sand Hills, Coastal Straddles and Targa Gas Marketing (Targa Resources, Inc.)

420.0

6.0

02/10

Western Gas Partners, LP / Southwest Wyoming Gathering and Processing Assets (Anadarko Petroleum Corporation)

254.4

7.2

Mean

12.0x

Median

9.8

Confidential

DRAFT

61

Source: Public filings and Wall Street research

Indicative Valuation of CMLP

Precedent M&A Transactions –

CMLP Management Financial Projections

($ in millions, except per unit amounts)

2013E EBITDA

$173.3

Relevant EBITDA Multiple

9.0x

-

12.5x

Implied Enterprise Value Range on December 31, 2013

$1,559.5

-

$2,166.0

Implied Enterprise Value Range on July 1, 2013 @ 8.0% Discount Rate

$1,500.5

-

$2,084.0

Less: Present Value of Q3 2013E and Q4 2013E Growth Capital Expenditures @ 8.0% Discount Rate

(44.0)

Implied Enterprise Value

$1,456.5

-

$2,040.0

2014E EBITDA

$214.8

Relevant EBITDA Multiple

9.0x

-

12.5x

Implied Enterprise Value Range on December 31, 2014

$1,933.3

-

$2,685.1

Implied Enterprise Value Range on July 1, 2013 @ 8.0% Discount Rate

$1,722.3

-

$2,392.1

Less: Present Value of Q3 2013E, Q4 2013E and 2014E Growth Capital Expenditures @ 8.0% Discount Rate

(144.1)

Implied Enterprise Value

$1,578.2

-

$2,247.9

Relevant Range -

Enterprise Value

$1,456.5

-

$2,247.9

Less: Debt as of July 1, 2013

(787.4)

Plus: Cash as of July 1, 2013

0.0

Implied Equity Value

$669.1

-

$1,460.6

Total Units Outstanding as of July 1, 2013

61.4

Implied Unit Price

$10.90

-

$23.79

Confidential

DRAFT

62

Source: Public filings and Wall Street research

Indicative Valuation of CMLP

Precedent M&A Transactions –

CMLP Downside Financial Projections

($ in millions, except per unit amounts)

2013E EBITDA

$173.3

Relevant EBITDA Multiple

9.0x

-

12.5x

Implied Enterprise Value Range on December 31, 2013

$1,559.5

-

$2,166.0

Implied Enterprise Value Range on July 1, 2013 @ 8.0% Discount Rate

$1,500.5

-

$2,084.0

Less: Present Value of Q3 2013E and Q4 2013E Growth Capital Expenditures @ 8.0% Discount Rate

(27.2)

Implied Enterprise Value

$1,473.3

-

$2,056.8

2014E EBITDA

$186.1

Relevant EBITDA Multiple

9.0x

-

12.5x

Implied Enterprise Value Range on December 31, 2014

$1,675.1

-

$2,326.6

Implied Enterprise Value Range on July 1, 2013 @ 8.0% Discount Rate

$1,492.3

-

$2,072.7

Less: Present Value of Q3 2013E, Q4 2013E and 2014E Growth Capital Expenditures @ 8.0% Discount Rate

(95.2)

Implied Enterprise Value

$1,397.1

-

$1,977.4

Relevant Range -

Enterprise Value

$1,397.1

-

$2,056.8

Less: Debt as of July 1, 2013

(787.4)

Plus: Cash as of July 1, 2013

0.0

Implied Equity Value

$609.7

-

$1,269.5

Total Units Outstanding as of July 1, 2013

61.4

Implied Unit Price

$9.93

-

$20.68

Confidential

DRAFT

Peer Group Trading Analysis

63

Indicative Valuation of CMLP

Source: Public filings

Natural Gas Gathering and Processing

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/25/2013)

Value

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Gathering and Processing MLPs

American Midstream Partners, LP

$18.21

$170.4

$380.6

12.1x

11.0x

9.5%

9.5%

9.5%

2.4%

11.9%

Atlas Pipeline Partners, L.P.

36.18

2,383.4

3,627.1

10.3

8.2

6.4%

7.0%

7.9%

9.9%

16.3%

Access Midstream Partners, L.P.

41.07

7,941.9

10,488.6

12.9

10.1

4.4%

4.8%

5.5%

10.6%

14.9%

Crosstex Energy, L.P.

18.85

1,802.2

2,838.3

12.1

9.2

7.0%

7.4%

8.1%

5.3%

12.3%

DCP Midstream Partners, LP

47.47

2,936.8

4,591.2

12.5

9.2

5.8%

6.0%

6.5%

8.4%

14.2%

MarkWest Energy Partners, L.P.

62.18

9,270.4

11,773.9

16.9

12.5

5.3%

5.5%

6.1%

9.2%

14.5%

Regency Energy Partners LP

26.51

5,450.8

8,304.4

13.2

10.6

6.9%

7.1%

7.3%

4.3%

11.2%

Southcross Energy Partners, L.P.

21.13

526.8

969.1

18.3

17.0

7.6%

7.6%

7.7%

6.3%

13.9%

Summit Midstream Partners, LP

27.13

1,351.5

1,542.8

13.3

10.9

6.0%

6.4%

7.0%

8.0%

14.1%

Targa Resources Partners LP

46.68

4,848.5

7,324.3

11.5

9.0

5.8%

6.1%

6.8%

8.5%

14.4%

Western Gas Partners, LP

58.64

6,289.4

8,087.4

18.5

13.5

3.7%

3.9%

4.5%

11.6%

15.3%

Mean

13.8x

11.0x

6.2%

6.5%

7.0%

7.7%

13.9%

Median

12.9

10.6

6.0%

6.4%

7.0%

8.4%

14.2%

Crestwood Midstream Partners LP

$25.15

$1,535.9

$2,267.4

12.7x

9.9x

8.1%

8.2%

8.5%

4.1%

12.2%

($ in millions, except per unit amounts)

Confidential

DRAFT

Peer Group Trading Analysis (cont’d)

64

Indicative Valuation of CMLP

Source: Public filings

CMLP Management Financial Projections

2013E EBITDA

$173.3

Relevant EBITDA Multiple

10.5x

-

13.5x

Implied Enterprise Value

$1,819.4

-

$2,339.3

2014E EBITDA

$214.8

Relevant EBITDA Multiple

9.0x

-

12.0x

Implied Enterprise Value

$1,933.3

-

$2,577.7

Relevant Range - Enterprise Value

$1,819.4

-

$2,577.7

Less: Debt as of July 1, 2013

(787.4)

Plus: Cash as of July 1, 2013

0.0

Implied Equity Value

$1,032.1

-

$1,790.3

Total Units Outstanding as of July 1, 2013

61.4

Implied Unit Price

$16.81

-

$29.16

CMLP Downside Financial Projections

2013E EBITDA

$173.3

Relevant EBITDA Multiple

10.5x

-

13.5x

Implied Enterprise Value

$1,819.4

-

$2,339.3

2014E EBITDA

$186.1

Relevant EBITDA Multiple

9.0x

-

12.0x

Implied Enterprise Value

$1,675.1

-

$2,233.5

Relevant Range - Enterprise Value

$1,675.1

-

$2,339.3

Less: Debt as of July 1, 2013

(787.4)

Plus: Cash as of July 1, 2013

0.0

Implied Equity Value

$887.8

-

$1,551.9

Total Units Outstanding as of July 1, 2013

61.4

Implied Unit Price

$14.46

-

$25.28

($ in millions, except per unit amounts)

Confidential

DRAFT

MLP Merger Premiums

MLP Merger Premiums Paid Analysis

65

Historically, MLP merger premiums have varied widely based on specific considerations with respect to each transaction, with a

range of 2.2% to 31.8% premium to one-day trailing trading price and a mean premium of 18.0%

Transaction

Premium

Date

Equity

Enterprise

52-Week

Announced

Target

Acquiror(s)

Consideration

Value

Value

1-Day

5-Day

30-Day

High

01/29/13

Copano Energy, L.L.C.

Kinder Morgan Energy Partners, L.P.

Unit-for-Unit

$3,834.3

$4,781.1

23.7%

23.6%

38.7%

7.7%

02/23/11

Duncan Energy Partners L.P.

Enterprise Products Partners L.P.

Unit-for-Unit

2,405.0

3,302.8

27.9%

27.7%

27.4%

2.3%

06/09/09

TEPPCO Partners LP

Enterprise Products Partners L.P.

Unit-for-Unit

3,290.7

6,024.5

7.1%

4.3%

8.9%

(13.5%)

06/12/06

Pacific Energy Partners, L.P.

Plains All American Pipeline, L.P.

Unit-for-Unit

1,395.4

2,007.9

10.6%

10.2%

14.4%

(0.5%)

11/01/04

Kaneb Pipeline Partners, L.P.

Valero L.P.

Unit-for-Unit

1,741.5

2,371.4

21.2%

17.6%

18.6%

4.2%

12/15/03

GulfTerra Energy Partners, L.P.

Enterprise Products Partners L.P.

Unit-for-Unit

2,408.4

4,240.3

2.2%

3.7%

2.1%

(2.0%)

10/18/97

Santa Fe Pacific Pipeline Partners LP

Kinder Morgan Energy Partners, L.P.

Unit-for-Unit

1,038.0

1,339.9

31.8%

33.2%

40.3%

5.3%

Median

21.2%

17.6%

18.6%

2.3%

Mean

17.8%

17.2%

21.5%

0.5%

Max

31.8%

33.2%

40.3%

7.7%

Min

2.2%

3.7%

2.1%

(13.5%)

1-Day

5-Day

30-Day

52-Week High

Current Trading Price

$25.15

$24.97

$25.14

$29.03

Estimated Merger Premium

2.2%

-

31.8%

3.7%

-

33.2%

2.1%

-

40.3%

(13.5%)

-

7.7%

Implied Transaction Price Range

$25.70

-

$33.15

$25.88

-

$33.27

$25.68

-

$35.28

$25.12

-

$31.27

Mean Merger Premium

17.8%

17.2%

21.5%

0.5%

Mean Implied Transaction Price

$29.62

$29.26

$30.55

$29.17

Indicative Valuation of CMLP

($ in millions, except per unit amounts)

Confidential

DRAFT

Historical Unit Price Trading Ratio

66

Indicative Valuation of CMLP

0.800x

0.900x

1.000x

1.100x

1.200x

1.300x

1.400x

1.500x

1.600x

1.700x

1.800x

12/16/2011

3/7/2012

5/29/2012

8/20/2012

11/10/2012

2/1/2013

4/25/2013

Implied

Period

NRGM

CMLP

Ratio

Current as of 04/25/13

$24.40

$25.15

1.031x

30-Day Average

23.68

24.34

1.028x

60-Day Average

23.82

24.92

1.046x

90-Day Average

23.42

24.47

1.045x

Over the twelve months ended December 31, 2012, CMLP’s unit price decreased by 32.2%, while

NRGM’s unit price increased by 17.4%, resulting in a decrease in the NRGM/CMLP unit price

trading ratio from 1.675x to 0.968x

Since January 1, 2012, NRGM and CMLP unit prices have increased by 9.7% and 16.8%,

respectively, as of April 25, 2013

Current Offer = 1.089x

+ $0.41 Cash per unit

Confidential

DRAFT

Wall Street Research Price Targets

Summary Price Targets

67

Analyst Recommendations

Source: Bloomberg, IBES

Distribution Per Unit Estimates

EBITDA Estimates

Indicative Valuation of CMLP

Hold (2) 33.3%

Buy (4) 66.7%

Target

Firm

Analyst

Date

Recommendation

Price

Ladenburg Thalmann

Eduardo Seda

02/27/13

Buy

$32.50

Hilliard Lyons

Joel K. Havard

02/27/13

Long-term Buy

32.00

Simmons

Mark L. Reichman

03/21/13

Overweight

30.00

Barclays

Richard Gross

02/28/13

Equalweight

27.00

RBC

T.J. Schultz

02/27/13

Sector Perform

26.00

Wells Fargo

Michael J. Blum

02/28/13

Outperform

NA

Median:

$30.00

Mean:

29.50

Low:

26.00

High:

32.50

$2.09

$2.17

$2.26

$2.12

$2.24

$2.36

$2.04

$2.14

$2.07

$2.10

$2.20

$2.07

$2.15

$2.26

$2.07

$2.15

$2.37

$1.80

$1.90

$2.00

$2.10

$2.20

$2.30

$2.40

2013E

2014E

2015E

$178.0

$258.0

$307.0

$179.1

$209.0

$180.7

$229.0

$178.6

$248.8

$316.4

$179.1

$229.5

$296.3

$173.3

$214.8

$270.3

$--

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

2013E

2014E

2015E

Barclays

Ladenburg Thalmann

RBC

Wells Fargo

IBES

CMLP Management Projections

($ in millions, except per unit amounts)

DRAFT

V.

Overview of NRGM

Confidential

DRAFT

NRGM Map

68

Overview of NRGM

Source: Public partnership filings

NRGM Asset Map

Gas Storage

NGL Storage

COLT Hub

Legend

COLT Hub:

–

Located in Epping, North

Dakota

–

120,000 barrels per day rail

loading capacity

–

720,000 barrel crude oil

storage capacity

Steuben (Adrian Field):

–

Located in Steuben County, New

York

–

Working gas of 6.2 Bcf with 30/60

MMcfd injection/withdrawal

capability

–

Owned by ASC, a subsidiary of

NRGM

U.S. Salt Gas Storage Development:

–

Located in Watkins Glen, New York

–

Potential development of up to

approximately 10.0 Bcf of natural gas

storage capacity

–

Development rights owned by NRGM

Stagecoach:

–

Located 150 miles northwest of

New York City

–

Working gas of 26.3 Bcf with

250/500 MMcfd

injection/withdrawal capability

Seneca Lake

–

Located in Schuyler County, New

York

–

Working Gas of 1.5 Bcf with

72.5/145 MMcfd

injection/withdrawal capability

–

Owned by ASC, a subsidiary of

NRGM

Thomas Corners:

–

Located in Steuben County, New

York

–

Working gas of 7.0 Bcf with 70/140

MMcf per day (“MMcfd”) injection /

withdrawal capability

–

Owned by Arlington Storage

Company (“ASC”), a subsidiary of

NRGM

Finger Lakes NGL Storage

–

Two facilities:

•

Bath Facility: 1.5 million

barrels of NGL storage

•

Watkins Glen Facility: 2.1

million barrels of NGL

storage

Confidential

DRAFT

NRGM Asset Overview –

Natural Gas Storage and Transportation

69

Overview of NRGM

Source: NRGM website and Bloomberg

Confidential

DRAFT

NRGM Asset Overview –

Natural Gas Storage Facilities (cont’d)

70

Overview of NRGM

Natural gas storage facility located 150 miles northwest of

New York City

Working gas capacity of 26.25 Bcf

18 horizontal storage wells with 250/500 MMcfd

injection/withdrawal capability

Connected to Tennessee Gas Pipeline Company, L.L.C’s

(“TGP”) 300 Line and Millennium Pipeline Company,

L.L.C. (“Millennium”)

24-mile South lateral pipeline connected to TGP's 300

Line and 10-mile North lateral pipeline connected to

Millennium

Stagecoach

Natural gas storage facility located in Steuben County,

New York

Initial working gas capacity of 5.7 Bcf although certified to

7.0 Bcf

10 high angle vertical storage wells provide two-cycle non-

seasonal service with 70/140 MMcfd injection/withdrawal

capacity

Connections to TGP and Millennium

8-mile lateral pipeline connected to TGP's 400 Line and

7.5-mile lateral pipeline connected to Millennium

Thomas Corners

Source: Management presentation and NRGM filings

Confidential

DRAFT

NRGM Asset Overview –

Natural Gas Storage Facilities (cont’d)

71

Overview of NRGM

Steuben (Adrian Field)

Natural gas storage facility located in Steuben County,

New York

Working gas capacity of 6.2 Bcf

11 vertical wells with 30/60 MMcfd injection/withdrawal

capability

12.5-mile lateral pipeline connected to Dominion’s

Woodhull line

Received FERC approval to charge market based rates

under ASC’s tariff effective April 1, 2013

Natural gas storage facility located in Schuyler County,

New York

–

Located on U.S. Salt property

Working gas capacity of 1.5 Bcf with 72.5/145 MMcfd

injection/withdrawal capability

20-mile, 16-inch lateral pipeline connected to Dominion

and Millennium

Seneca Lake

Source: Management presentation and NRGM filings

Confidential

DRAFT

NRGM Asset Overview –

Natural Gas Transportation

72

Overview of NRGM

Provides approximately 325 MMcfd of interstate

transportation service for shippers seeking to transport

natural gas on a firm basis through NRGM’s existing

North and/or South Laterals of Stagecoach

Includes compression and associated facilities installed to

expand transportation capacity on the Stagecoach north

and south pipeline laterals

Generates fee-based revenue pursuant to a negotiated rate

structure authorized by the FERC

Placed into service in December 2011

100% contracted with weighted average maturity through

2016

Future connection to Dominion would potentially allow

access to Iroquois Pipeline Operating Company

(“Iroquois”) via Dominion-Iroquois expansion

North-South Pipeline

Source: Management presentation and NRGM filings

Marc I Pipeline

39-mile, 30-inch bi-directional natural gas pipeline

connecting NRGM’s Stagecoach South Lateral pipeline

interconnect at TGP’s 300 Line to Transco’s Leidy Line

Provides 550 MMcfd of interstate transportation capacity

Includes a 16,360 horsepower gas-fired compressor station

in the vicinity of the Transco interconnection and a 15,000

horsepower electric-powered compressor station at the

proposed interconnection between the Stagecoach south

lateral and TGP's 300 Line

Generates fee-based revenue pursuant to a negotiated rate

structure authorized by the FERC

Placed into service in December 2011

82% contracted with 10-year terms

Confidential

East Pipeline

NRGM Asset Overview –

Natural Gas Transportation (cont’d)

73

Overview of NRGM

Source: Management presentation and NRGM filings

37.5-mile, 12-inch diameter natural gas intrastate pipeline

located in New York

Transports 30 MMcfd of natural gas from Dominion to

the Binghamton, New York city gate

Runs within three miles of the Stagecoach north lateral's

point of interconnection with Millennium

Generates fee-based revenue pursuant to under a

negotiated rate structure authorized by the New York State

Public Service Commission

NRGM acquired the East Pipeline (formerly known as the

Seneca Lake east pipeline) from New York State Electric &

Gas Corporation

on July 13, 2011 as part of its acquisition

of the Seneca Lake natural gas storage facility

100% contracted through 2021

Commonwealth Pipeline

Approximately 120-mile, 30-inch natural gas pipeline

extending from southern end of Marc I Pipeline to Chester

County, Pennsylvania

Approximately $750.0 million total capital investment of

which NRGM is responsible for $250.0 million

Expected to be in-service in the second half of 2016 or the

first half of 2017 and to generate $32.5 million of

EBITDA annually at full run-rate

–

7.7x run-rate EBITDA

DRAFT

Confidential

NRGM Asset Overview –

NGL Storage and Terminals

74

Overview of NRGM

1.5 million barrels of underground NGL storage in

Steuben County, New York

Rail and truck terminal facilities capable of loading and

unloading 23 railcars per day and 17 truck transports per

day

Nine separate caverns allow for segregation of multiple

streams

100% contracted with Inergy Services, LLC

(1)

, with

maturity to 2016

Expansion potential with U.S. Salt as brine outlet

Bath Facility

Developing an initial 2.1 million barrels of NGL storage in

Schuyler County, New York

Connected to TE Products Pipeline ("TEPPCO")

pipeline

with rail and truck access capable of loading and

unloading 32 railcars per day and 45 truck transports per

day

95% contracted with BP plc with maturity to 2016 and

option to take back capacity

Expected in-service calendar 1H 2013, subject to

regulatory approval

Source: Management presentation and NRGM filings

(1)

Wholly-owned subsidiary of NRGY

Watkins Glen Facility

DRAFT

Confidential

NRGM Asset Overview –

U.S. Salt

75

Overview of NRGM

U.S. Salt Operations

Acquired from NRGY on May 14, 2012 for a total purchase price of

$192.5 million, including $182.5 million in cash and 473,707

common units

U.S. Salt Operations

Solution mining and salt production company located outside of Watkins Glen, New York

Produces and sells approximately 300,000 tons of food, pharmaceutical and chemical feedstock grade salt each year

Over 40.0 million barrels of previously solution mined cavern capacity convertible to energy storage

U.S. Salt Gas Storage Development

NRGM’s Seneca Lake facility is located on U.S. Salt property

Potential development of up to approximately 10.0 Bcf of natural

gas storage capacity

Additional storage capacity available via the solution-mining process at U.S. Salt

Historical and Projected U.S. Salt Performance

U.S. Salt Management Team

Name

Position

Previous Position

Mitchell Dascher

President

President of Southern

Lime

Barry Wall

VP of Finance

Midwest Controller at

Compass Minerals

Don Krider

VP of Sales

Eastern Regional sales

manager at North

American Salt

Source: NRGM filings, NRGM website and projections provided by NRGM management

DRAFT

Confidential

NRGM Asset Overview –

U.S. Salt –

Market Dynamics

76

Overview of NRGM

DRAFT

Confidential

NRGM Asset Overview –

COLT Hub

77

Overview of NRGM

COLT Hub Overview

On November 5, 2012, NRGM announced the acquisition

of the COLT Hub for $425.0 million

Crude oil rail terminal located in Epping, North Dakota

–

Commenced commercial operation in May 2012

120,000 Bpd rail loading capacity, 720,000 Bbl crude oil

storage capacity

Ability to handle up to 120-car unit trains

Connected to Burlington Northern Santa Fe rail system

21-mile, 10" bi-directional pipeline (“COLT Connector”)

connecting the COLT Terminal to the Dry Fork Terminal

Dry Fork Terminal located at the Beaver Lodge/Ramberg

pipeline hub providing crude oil pipeline access and

interconnects

–

Crude oil metering and pipeline interconnection

facilities allow transfer to Tesoro and Enbridge

pipelines

Product sourcing via truck unloading racks, pipelines

and

gathering system interconnects

98% of capacity is contracted or committed pursuant to

“take-or-pay”

contracts with weighted average maturity of

3.6 years

Source: Management presentation and NRGM filings

DRAFT

Confidential

NRGM Asset Overview –

COLT Hub (cont’d)

78

Overview of NRGM

Source: Management presentation, NRGM filings and Platts

DRAFT

Confidential

Overview of NRGM

NRGM –

Summary Market Data

($ in millions, except per unit amounts)

79

Balance Sheet and Credit Data

Unit Price and Distribution Information

General Partner Incentive Distribution Rights

Market Capitalization

DRAFT

Confidential

Price Performance

80

Overview of NRGM

(1)

IPO volume of 8,000,420 exceeds scale of the volume axis

DRAFT

Confidential

Relevant Relative Trading Metrics

($ in millions, except per unit amounts)

81

Publicly Traded Natural Gas Pipeline and Storage MLPs

Overview of NRGM

Publicly Traded Natural Gas Storage MLPs

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/25/2013)

Value

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Storage

Niska Gas Storage Partners LLC

$14.96

$526.4

$917.9

6.6x

6.5x

9.4%

9.4%

9.4%

2.9%

12.3%

PAA Natural Gas Storage, L.P.

22.53

1,634.7

2,216.1

18.4

16.9

6.3%

6.4%

6.4%

1.7%

8.1%

Mean

12.5x

11.7x

7.9%

7.9%

7.9%

2.3%

10.2%

Inergy Midstream, L.P.

(1)

$24.40

$2,096.0

$2,775.8

13.5x

9.8x

6.5%

6.7%

7.3%

8.7%

15.2%

(1)

IBES estimates are on a calendar basis, fiscal year ends September 30

DRAFT

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/25/2013)

Value

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Pipelines/ Storage

Boardwalk Pipeline Partners, LP

$30.36

$7,143.1

$10,678.4

13.6x

12.8x

7.0%

7.0%

7.1%

2.4%

9.4%

El Paso Pipeline Partners, L.P.

43.07

9,483.7

13,615.7

11.7

11.0

5.7%

5.9%

6.2%

6.1%

11.7%

EQT Midstream Partners, LP

41.25

1,459.7

1,437.8

15.2

11.4

3.4%

3.7%

4.2%

37.2%

40.6%

Niska Gas Storage Partners LLC

14.96

526.4

917.9

6.6

6.5

9.4%

9.4%

9.4%

2.9%

12.3%

PAA Natural Gas Storage, L.P.

22.53

1,634.7

2,216.1

18.4

16.9

6.3%

6.4%

6.4%

1.7%

8.1%

Spectra Energy Partners, LP

38.17

4,153.3

5,246.2

20.4

17.2

5.2%

5.3%

5.6%

5.1%

10.3%

TC PipeLines, LP

48.22

2,631.1

3,319.1

17.5

16.6

6.5%

6.5%

6.7%

2.3%

8.8%

Mean

14.8x

13.2x

6.2%

6.3%

6.5%

8.2%

14.5%

Median

15.2

12.8

6.3%

6.4%

6.4%

2.9%

10.3%

Inergy Midstream, L.P.

(1)

$24.40

$2,096.0

$2,775.8

13.5x

9.8x

6.5%

6.7%

7.3%

8.7%

15.2%

Confidential

Wall Street Research Price Targets

Summary Price Targets

82

Analyst Recommendations

Source: Bloomberg, IBES

(1)

Distribution per unit and EBITDA estimates shown on a fiscal basis

Distribution Per Unit Estimates

(1)

EBITDA Estimates

(1)

Overview of NRGM

Hold (2) 33.3%

Buy (4) 66.7%

Target

Firm

Analyst

Date

Recommendation

Price

Credit Suisse

Brett Reilly

01/09/13

Outperform

$28.00

JPMorgan

Jeremy Tonet

03/21/13

Overweight

26.00

Stifel Nicolaus

Selman Akyol

02/06/13

Buy

26.00

Barclays

Brian J. Zarahn

02/06/13

Overweight

26.00

Morgan Stanley

Stephen J. Maresca

11/5/12

Equal-weight

25.00

Robert W. Baird & Co

Ethan H. Bellamy

02/06/13

Neutral

24.00

Median:

$26.00

Mean:

25.83

Low:

24.00

High:

28.00

$1.60

$1.73

$1.88

$1.66

$1.92

$2.14

$1.62

$1.73

$1.61

$1.76

$1.96

$--

$0.50

$1.00

$1.50

$2.00

$2.50

2013E

2014E

2015E

$182.0

$245.0

$295.0

$250.1

$399.3

$361.3

$177.4

$224.0

$186.4

$263.6

$344.7

$--

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

$400.0

$450.0

2013E

2014E

2015E

Barclays

Morgan Stanley

Stifel Nicolaus

IBES

DRAFT

($ in millions, except per unit amounts)

Confidential

Research Analyst Commentary

Overview of NRGM

83

DRAFT

Confidential

Ratings Agency Commentary

Overview of NRGM

84

DRAFT

Confidential

NRGM Equity Ownership Summary

Overview of NRGM

Note: Shading denotes overlapping ownership

85

NRGM

CMLP

Current Unitholders (Excluding Broker Holdings in Street Name)

Shares

Percentage

Shares

Percentage

Kayne Anderson Capital Advisors LP

8,657,629

10.1%

5,807,677

9.5%

Neuberger Berman LLC

3,720,166

4.3%

--

0.0%

Tortoise Capital Advisors LLC

3,123,176

3.6%

2,676,178

4.4%

Eagle Global Advisors LLC

1,894,945

2.2%

10,280

0.0%

OppenheimerFunds, Inc.

1,617,827

1.9%

--

0.0%

OFI Steelpath, Inc.

1,600,605

1.9%

--

0.0%

Advisory Research, Inc.

929,260

1.1%

--

0.0%

Magnetar Financial LLC

833,333

1.0%

--

0.0%

Mason Street Advisors LLC

629,680

0.7%

--

0.0%

Fidelity Management & Research Co.

603,900

0.7%

95,332

0.2%

Salient Capital Advisors LLC

277,857

0.3%

--

0.0%

Credit Suisse Securities (USA) LLC (Broker)

246,545

0.3%

87,772

0.1%

JPMorgan Chase Bank NA

178,425

0.2%

--

0.0%

Merrill Lynch, Pierce, Fenner & Smith, Inc.

148,233

0.2%

2,105

0.0%

Glenmede Investment Management LP

53,150

0.1%

--

0.0%

Oxford Asset Management LLP

46,718

0.1%

--

0.0%

Stifel, Nicolaus & Co., Inc.

30,582

0.0%

--

0.0%

Morgan Stanley Investment Management, Inc.

30,333

0.0%

20,236

0.0%

Wells Fargo Advisors LLC

29,410

0.0%

115,524

0.2%

Morgan Stanley Smith Barney LLC (Securities)

26,235

0.0%

60,203

0.1%

JPMorgan Securities LLC

15,446

0.0%

512,084

0.8%

Cadence Bank, NA (Investment Management)

13,853

0.0%

--

0.0%

Salem Investment Counselors, Inc.

12,500

0.0%

--

0.0%

UBS Global Asset Management

11,994

0.0%

279,425

0.5%

Susquehanna Financial Group LLLP

11,726

0.0%

--

0.0%

Bank of America NA (Private Banking)

4,884

0.0%

1,733

0.0%

RBC Dominion Securities, Inc.

3,948

0.0%

--

0.0%

Westport Resources Management, Inc.

3,847

0.0%

575

0.0%

Royal Alliance Associates, Inc.

2,970

0.0%

200

0.0%

Deutsche Bank Investment Management, Inc.

2,300

0.0%

23,309

0.0%

Morgan Stanley & Co. LLC

2,078

0.0%

7,958

0.0%

Group One Trading LP

2,012

0.0%

5,308

0.0%

UBS Securities LLC

1,508

0.0%

21,634

0.0%

Creative Planning, Inc.

1,450

0.0%

--

0.0%

PNC Bank NA (Trust Department)

1,000

0.0%

--

0.0%

Harbor Springs Financial Management LLC

1,000

0.0%

--

0.0%

Retirement Planning Group, Inc.

605

0.0%

--

0.0%

Union Bank, NA

600

0.0%

--

0.0%

C. M. Bidwell & Associates Ltd.

600

0.0%

--

0.0%

Central Trust & Investment Co.

300

0.0%

--

0.0%

Tower Research Capital LLC

298

0.0%

1,293

0.0%

Citigroup Global Markets Inc. (Broker)

200

0.0%

946

0.0%

Baystate Wealth Management LLC

200

0.0%

--

0.0%

Barclays Capital, Inc.

100

0.0%

1,587

0.0%

Invesco Advisers, Inc.

--

0.0%

--

0.0%

Delta Asset Management LLC (Tennessee)

--

0.0%

--

0.0%

Atlantic Trust Private Wealth Management

--

0.0%

--

0.0%

Susquehanna Investment Group LLC

--

0.0%

--

0.0%

Goldman Sachs & Co.

--

0.0%

9,564

0.0%

NRGM

Institutional

Owners

Represent

16.0%

Ownership

in

CMLP

DRAFT

Current Unitholders

Units

% of Total

Institutional

Top 10:

Kayne Anderson Capital Advisors LP

8,657,629

10.1%

Neuberger Berman LLC

3,720,166

4.3%

Tortoise Capital Advisors LLC

3,123,176

3.6%

Eagle Global Advisors LLC

1,894,945

2.2%

OppenheimerFunds, Inc.

1,617,827

1.9%

OFI Steelpath, Inc.

1,600,605

1.9%

Advisory Research, Inc.

929,260

1.1%

Magnetar Financial LLC

833,333

1.0%

Mason Street Advisors LLC

629,680

0.7%

Fidelity Management & Research Co.

603,900

0.7%

Other

1,162,907

1.4%

Total Institutional Ownership

24,773,428

28.8%

Insiders

Inergy LP

56,398,707

65.7%

William C. Gautreaux

140,000

0.2%

John J. Sherman

100,000

0.1%

R. Brooks Sherman Jr.

55,000

0.1%

Laura L. Ozenberger

45,000

0.1%

Other

88,924

0.1%

Total Insiders

56,827,631

66.2%

Retail / Other

4,273,656

5.0%

Total Common Units Outstanding

85,874,715

100.0%

Short Interest

(1)

232,938

0.3%

(1)

Source: NASDAQ National Markets as of April 15, 2013

Confidential

Overview of NRGM

86

The NRGM Management Financial Projections utilized herein by Evercore incorporate the following assumptions:

–

Growth in EBITDA from $171.6 million in 2013E to $223.5 million in 2014E primarily attributed to full-year COLT Hub

performance and the Phase I expansion project providing an additional 20,000 Bpd of rail loading capacity (“COLT Hub

Phase I”), additional Watkins Glen NGL storage of 2.1 million barrels on

US Salt property and full year performance of the

Marc I pipeline

–

Growth in EBITDA from $223.5 million in 2014E to $242.7 million in 2015E primarily attributed to full year COLT Hub

Phase I performance, the COLT Hub Phase II expansion project providing an additional 20,000 Bpd of rail loading capacity

(“COLT Hub Phase II”) and expansion of natural gas storage capacity at Seneca Lake (“Seneca Lake Gas Storage

Expansion”)

–

Maintenance capital expenditures of $4.5 million to $8.6 million

annually in 2013E through 2017E

–

Growth capital expenditures of $126.7 million in 2013E and $66.5

million in 2014E, primarily attributable to the Marc I

pipeline that was placed into service on December 1, 2012, the Seneca Lake Gas Storage Expansion and COLT Hub Phase I

–

Growth capital expenditures in 2015E of $137.5 million are primarily attributable to the Commonwealth Pipeline, Seneca

Lake Gas Storage Expansion and COLT Hub Phase II project

Growth capital expenditures in 2016E of $189.5 million are primarily attributable to the Commonwealth Pipeline

–

Issuance of $200.0 million of 6.0% Senior Notes in fiscal 2015E

–

Issuance of $150.0 million of common equity in the fourth quarter of fiscal 2016E at an assumed net common unit price of

$26.57

–

No minimum cash balance

NRGM

Management

Financial

Projections

–

Assumptions

DRAFT

Confidential

87

Overview of NRGM

Source: Public partnership filings

DRAFT

($

in

millions)

For the Fiscal Years Ending September 30,

2013E

2014E

2015E

2016E

2017E

Growth Capital Expenditures

Commonwealth Pipeline

--

(62.5)

(187.5)

--

Seneca Lake Gas Storage Expansion

(21.3)

(28.8)

--

--

COLT Hub Expansion I

(28.5)

--

--

--

COLT Hub Expansion II

(14.8)

(44.3)

--

--

Other NRGM Growth

(2.0)

(2.0)

(2.0)

(2.0)

Total

($126.7)

($66.5)

($137.5)

($189.5)

($2.0)

Projected EBITDA

Stagecoach

$51.2

$55.6

$55.6

$55.6

$55.6

North-South

14.7

14.7

14.7

14.7

14.7

Marc I

27.7

33.5

33.5

33.5

33.5

Commonwealth Pipeline

--

--

--

8.1

32.5

Steuben Gas

4.8

4.7

4.7

4.7

4.7

Thomas Corners

11.5

12.5

11.9

11.9

11.9

Seneca Lake

6.9

7.6

7.6

8.1

8.1

Seneca Lake Gas Storage Expansion

--

--

3.8

7.5

7.5

FL NGL - Bath

11.5

11.7

11.7

11.7

11.7

FL NGL - Watkins Glen

1.8

7.4

9.2

9.2

9.2

US Salt

17.2

18.7

19.4

19.4

19.4

COLT Hub

33.3

57.6

58.3

59.6

61.7

COLT Expansion I

--

8.4

12.8

13.0

13.0

COLT Expansion II

--

--

8.5

13.0

13.0

NRGM Corporate

(9.2)

(9.1)

(9.1)

(9.1)

(9.1)

Total

$171.6

$223.5

$242.7

$260.9

$287.5

Growth Capital Expenditures – NRGM Management Financial Projections

Confidential

NRGM Management Financial Projections

($ in millions)

88

Overview of NRGM

The following sets forth selected operating and financial projections utilized by NRGM management to derive the NRGM

Management Financial Projections herein:

DRAFT

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Working Gas Capacity (Bcf)

41.2

41.4

43.9

46.4

46.4

Natural Gas Transportation (MMcfd)

813.3

905.0

905.0

1,105.0

1,705.0

20.3%

NGL Storage Capacity (MMBbls)

2.0

3.6

3.6

3.6

3.6

Salt Tons Sold

362,423.3

378,013.8

388,013.8

388,013.8

388,013.8

1.7%

Revenue

Firm Storage

$103.2

$106.8

$113.1

$117.6

$117.6

3.3%

Transportation

48.5

60.2

60.2

69.8

98.6

19.4%

Hub Services

11.0

14.3

13.9

15.1

16.2

10.0%

Salt

48.1

50.3

51.4

51.4

51.4

1.7%

Crude and Other

41.5

78.7

93.4

99.8

102.3

25.3%

Total Revenue

$252.3

$310.3

$332.0

$353.6

$386.1

11.2%

Cost of Sales/Service

Storage

($7.4)

($4.7)

($4.9)

($5.1)

($5.1)

(9.0%)

Transportation

(7.7)

(10.5)

(10.5)

(11.9)

(16.1)

20.3%

Salt

(29.0)

(29.5)

(30.0)

(30.0)

(30.0)

0.8%

Crude and Other

(5.6)

(8.4)

(9.1)

(9.4)

(9.6)

14.4%

Total Cost of Sales/Service

($49.7)

($53.0)

($54.5)

($56.4)

($60.7)

5.1%

Gross Profit

Storage & Transportation

$147.6

$166.2

$171.8

$185.4

$211.2

9.4%

Salt

19.1

20.8

21.5

21.5

21.5

2.9%

Crude and Other

35.9

70.3

84.3

90.3

92.7

26.7%

Total Gross Profit

$202.6

$257.3

$277.6

$297.2

$325.3

12.6%

Less: Total Operating Expenses

(31.1)

(33.8)

(34.9)

(36.3)

(37.8)

Plus: Minority Interest and Other Expense

0.0

--

--

--

--

Adjusted EBITDA

$171.6

$223.5

$242.7

$260.9

$287.5

13.8%

Confidential

NRGM Management Financial Projections (cont’d)

89

Overview of NRGM

The following sets forth the NRGM Management Financial Projections utilized by Evercore in its analysis herein:

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

Adjusted EBITDA

$171.6

$223.5

$242.7

$260.9

$287.5

8.8%

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Interest Expense

(34.8)

(42.7)

(52.1)

(56.5)

(57.2)

Other

4.6

(0.3)

2.7

1.3

(1.3)

Distributable Cash Flow

$136.9

$173.5

$185.4

$197.5

$220.4

8.3%

Distributed Cash Flow

Common Units - Public

$46.9

$49.7

$52.2

$57.2

$66.1

Common Units - NRGY

89.7

94.9

99.8

104.3

106.0

General Partner

9.4

17.4

24.9

32.3

36.6

Distributed Cash Flow

$146.0

$161.9

$177.0

$193.8

$208.7

8.8%

% to GP

6.5%

10.7%

14.1%

16.7%

17.5%

GP IDRs

$9.4

$17.4

$24.9

$32.3

$36.6

28.2%

Weighted Average LP Units Outstanding

85.9

85.9

85.9

87.3

91.5

DCF / LP Unit

$1.52

$1.75

$1.82

$1.87

$1.94

3.6%

Distribution / LP Unit

1.59

1.68

1.77

1.85

1.88

3.8%

LP Coverage

0.96x

1.04x

1.03x

1.01x

1.03x

Total Coverage

0.94

1.07

1.05

1.02

1.06

Distributable Cash Flow Surplus / (Shortfall)

($9.2)

$11.6

$8.4

$3.6

$11.6

DRAFT

($ in millions, except per unit amounts)

Confidential

NRGM Management Financial Projections (cont’d)

($ in millions)

90

The following sets forth the funding assumptions utilized in the

NRGM Management Financial Projections and NRGM’s resulting

capital structure and credit statistics

Overview of NRGM

For the Fiscal Years Ending September 30,

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued for Growth Capital Expenditures

$--

$--

$--

$--

$--

Equity Issued for Rangeland Acquisition

225.0

--

--

--

--

Equity Issuance in Q4 2016E

--

--

--

150.0

--

Debt Issued / (Repaid)

361.5

46.5

130.7

37.4

(9.2)

DCF Surplus / (Shortfall)

(9.2)

11.6

8.4

3.6

11.6

Total Sources

$577.4

$58.0

$139.1

$191.0

$2.4

Debt Issued / (Repaid), net of Surplus / (Shortfall)

$361.5

$46.5

$130.7

$37.4

($9.2)

Total Equity Issued

225.0

--

--

--

--

Uses:

Growth Capital Expenditures

$126.7

$66.5

$137.5

$189.5

$2.0

Rangeland Acquisition

425.0

--

--

--

--

Rangeland Transaction Fees and Expenses

6.0

--

--

--

--

Excess Cash

--

--

--

--

--

Other

19.7

(8.5)

1.6

1.5

0.4

Total Uses

$577.4

$58.0

$139.1

$191.0

$2.4

Credit Statistics

Debt / Adjusted EBITDA

4.5x

3.7x

3.9x

3.8x

3.4x

Net Debt / Adjusted EBITDA

4.5

3.7

3.9

3.8

3.4

Capital Structure

Cash

$--

$--

$--

$--

$--

Total Debt

778.0

824.5

955.2

992.5

983.3

Net Debt

$778.0

$824.5

$955.2

$992.5

$983.3

DRAFT

Confidential

NRGM Research Financial Projections

91

Overview of NRGM

The following sets forth a comparison of the NRGM Management Financial Projections and the NRGM Research

Financial Projections utilized by Evercore in its analysis herein

Source: NRGM management; Wall Street Research

NRGM Management Financial Projections

NRGM Research Financial Projections

Difference versus NRGM

For the Fiscal Years Ending September 30,

CAGR

Management Financial Projections

2013E

2014E

2015E

2013E -

2015E

2013E

2014E

2015E

Adjusted EBITDA

$195.9

$299.6

$388.2

40.8%

($24.4)

($76.0)

($145.5)

Less: Maintenance Capital Expenditures

(10.0)

(10.0)

(20.2)

5.5

3.0

12.4

Less: Interest Expense

(33.4)

(40.6)

(47.2)

(1.3)

(2.1)

(4.9)

Other

4.6

(0.3)

2.7

--

--

--

Distributable Cash Flow

$157.1

$248.6

$323.5

43.5%

($20.2)

($75.1)

($138.1)

DCF / LP Unit

$1.63

$2.10

$2.45

22.5%

($0.11)

($0.35)

($0.63)

Distribution / LP Unit

1.66

1.92

2.14

13.5%

(0.07)

(0.24)

(0.37)

LP Coverage

0.98x

1.09x

1.15x

Total Coverage

0.97

1.15

1.22

Distributable Cash Flow Surplus / (Shortfall)

($4.6)

$33.0

$59.2

DRAFT

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E -

2015E

Adjusted EBITDA

$171.6

$223.5

$242.7

$260.9

$287.5

18.9%

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Interest Expense

(34.8)

(42.7)

(52.1)

(56.5)

(57.2)

Other

4.6

(0.3)

2.7

1.3

(1.3)

Distributable Cash Flow

$136.9

$173.5

$185.4

$197.5

$220.4

16.4%

DCF / LP Unit

$1.52

$1.75

$1.82

$1.87

$1.94

9.3%

Distribution / LP Unit

1.59

1.68

1.77

1.85

1.88

5.5%

LP Coverage

0.96x

1.04x

1.03x

1.01x

1.03x

Total Coverage

0.94

1.07

1.05

1.02

1.06

Distributable Cash Flow Surplus / (Shortfall)

($9.2)

$11.6

$8.4

$3.6

$11.6

($ in millions, except per unit amounts)

Confidential

Overview of NRGM

92

The NRGM Downside Financial Projections as provided by CMLP management and utilized herein by Evercore are based off the

NRGM Management Financial Projections and adjusted by the following assumptions:

–

Firm storage is re-contracted at an average rate of $0.085 per [maximum storage quantity per month] with a $0.01 increase

each year beginning in fiscal 2015E

–

Hub Services EBITDA remains flat at $11.0 million following 2013E

–

A reduction of 100 MMcfd  of Marc I unsubscribed firm transportation volume at $0.192/Dekatherm beginning the third

quarter of fiscal 2013E through the end of fiscal 2014E

Assumes 50.0% of 100 Mcfd capacity is utilized beginning in 2015E and thereafter

–

All COLT contracts roll to mid-2016E at current take-or-pay rates

COLT contracts roll to volumetric recovery upon expiration at 60.0% utilization thereafter

–

Elimination of the Seneca Lake Gas Storage Expansion project in 2015E and associated growth capital expenditures

–

Delay of Watkins-Glen NGL storage by one quarter from Q4 2013 to Q1 2014

–

Elimination of COLT Hub Phase II project in 2015E and associated

growth capital expenditures, while COLT Hub Phase I is

assumed to secure long-term take-or-pay contracts at current projected rates

–

Elimination of the Commonwealth Pipeline expansion project in 2016E and associated growth capital expenditures

–

Assumes the same total distribution coverage that was assumed in

the NRGM Management Financial Projections

NRGM Downside Financial Projections –

Assumptions

DRAFT

Confidential

NRGM Downside Financial Projections

93

Overview of NRGM

The following sets forth selected operating and financial projections provided by CMLP management to derive the NRGM

Downside Financial Projections utilized herein:

Note:

Bold

text

represents

those

line

items

that

differ

from

the

NRGM

Management

Financial

Projections

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E -

2017E

Growth Capital Expenditures

Commonwealth Pipeline

--

--

--

--

Seneca Lake Gas Storage Expansion

--

--

--

--

Watkins Glen NGL Expansion

(10.7)

--

--

--

COLT Hub

--

--

--

--

COLT Hub Expansion I

(28.5)

--

--

--

COLT Hub Expansion II

--

--

--

--

Other NRGM Growth

(2.0)

(2.0)

(2.0)

(2.0)

Total

($116.0)

($41.2)

($2.0)

($2.0)

($2.0)

Revenue

Firm Storage

$101.4

$104.7

$101.3

$99.4

$99.4

(0.5%)

Transportation

44.9

53.2

56.7

58.2

62.6

8.6%

Hub Services

11.0

11.0

11.0

11.0

11.0

0.0%

Salt

48.1

50.3

51.4

51.4

51.4

1.7%

Crude and Other

41.5

78.7

84.9

81.9

72.0

14.8%

Total Revenue

$247.0

$297.9

$305.4

$302.0

$296.5

4.7%

Cost of Sales/Service

Storage

($7.4)

($4.7)

($4.9)

($5.1)

($5.1)

(9.0%)

Transportation

(7.7)

(10.5)

(10.5)

(11.9)

(16.1)

20.3%

Salt

(29.0)

(29.5)

(30.0)

(30.0)

(30.0)

0.8%

Crude and Other

(5.6)

(8.4)

(9.1)

(9.4)

(9.6)

14.4%

Total Cost of Sales/Service

($49.7)

($53.0)

($54.5)

($56.4)

($60.7)

5.1%

Gross Profit

Storage & Transportation

$142.3

$153.7

$153.6

$151.6

$151.8

1.6%

Salt

19.1

20.8

21.5

21.5

21.5

2.9%

Crude and Other

35.9

70.3

75.8

72.5

62.4

14.8%

Total Gross Profit

$197.3

$244.9

$250.9

$245.6

$235.8

4.5%

Less: Total Operating Expenses

(31.1)

(33.8)

(34.9)

(36.3)

(37.8)

Plus: Minority Interest and Other Expense

0.0

--

--

--

--

Adjusted EBITDA

$166.3

$211.1

$216.0

$209.3

$198.0

4.5%

DRAFT

($ in millions)

Confidential

NRGM Downside Financial Projections (cont’d)

94

Overview of NRGM

The following sets forth the NRGM Downside Financial Projections

utilized by Evercore in its analysis herein:

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

Adjusted EBITDA

$166.3

$211.1

$216.0

$209.3

$198.0

(2.1%)

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Interest Expense

(34.7)

(42.3)

(46.6)

(44.4)

(42.7)

Other

4.6

(0.3)

2.7

1.3

(1.3)

Distributable Cash Flow

$131.7

$161.5

$164.2

$157.9

$145.3

(3.5%)

Distributed Cash Flow

Common Units - Public

$46.5

$47.7

$48.8

$51.1

$58.1

Common Units - NRGY

88.8

91.2

93.2

93.2

93.2

General Partner

8.2

11.8

14.8

15.1

15.8

Distributed Cash Flow

$143.5

$150.7

$156.8

$159.3

$167.1

3.5%

% to GP

5.7%

7.8%

9.4%

9.4%

9.4%

GP IDRs

$8.2

$11.8

$14.8

$15.1

$15.8

10.3%

Weighted Average LP Units Outstanding

85.9

85.9

85.9

87.3

91.5

DCF / LP Unit

$1.49

$1.68

$1.70

$1.64

$1.53

(3.0%)

Distribution / LP Unit

1.58

1.62

1.65

1.65

1.65

0.7%

LP Coverage

0.95x

1.04x

1.03x

1.00x

0.93x

Total Coverage

0.92

1.07

1.05

0.99

0.87

Distributable Cash Flow Surplus / (Shortfall)

($11.8)

$10.8

$7.5

($1.4)

($21.8)

DRAFT

($ in millions, except per unit amounts)

Confidential

NRGM Downside Financial Projections (cont’d)

95

The following sets forth the funding assumptions utilized in the

NRGM Downside Financial Projections and NRGM’s resulting

capital structure and credit statistics

Overview of NRGM

For the Fiscal Years Ending September 30,

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued for Growth Capital Expenditures

$--

$--

$--

$--

$--

Equity Issued for Rangeland Acquisition

225.0

--

--

--

--

Equity Issuance in Q4 2016E

--

--

--

150.0

--

Debt Issued / (Repaid)

353.5

21.9

(3.9)

(88.0)

24.2

DCF Surplus / (Shortfall)

(11.8)

10.8

7.5

(1.4)

(21.8)

Total Sources

$566.7

$32.7

$3.6

$60.6

$2.4

Debt Issued / (Repaid), net of Surplus / (Shortfall)

$353.5

$21.9

($3.9)

($88.0)

$24.2

Total Equity Issued

225.0

--

--

--

--

Uses:

Growth Capital Expenditures

$116.0

$41.2

$2.0

$2.0

$2.0

Rangeland Acquisition

425.0

--

--

--

--

Rangeland Transaction Fees and Expenses

6.0

--

--

--

--

Excess Cash

--

--

--

57.1

--

Other

19.7

(8.5)

1.6

1.5

0.4

Total Uses

$566.7

$32.7

$3.6

$60.6

$2.4

Credit Statistics

Debt / Adjusted EBITDA

4.6x

3.8x

3.6x

3.3x

3.7x

Net Debt / Adjusted EBITDA

4.6

3.8

3.6

3.1

3.4

Capital Structure

Cash

$--

$--

$--

$57.1

$57.1

Total Debt

770.0

791.9

788.0

700.0

724.2

Net Debt

$770.0

$791.9

$788.0

$642.9

$667.1

DRAFT

($ in millions)

Confidential

Overview of NRGM

96

NRGM Management Financial Projections Comparison to Wall Street Research Estimates

($ in millions, except per unit amounts)

The following sets forth a comparison of the NRGM Management Financial Projections and Wall Street Research consensus

estimates

EBITDA

Distribution per LP Unit

DCF per LP Unit

Distribution Coverage

DRAFT

Confidential

NRGM Downside Financial Projections

97

Overview of NRGM

The following sets forth a comparison of the NRGM Management Financial Projections and the NRGM Downside

Financial Projections utilized by Evercore in its analysis herein

Source: NRGM management; Wall Street Research

NRGM Management Financial Projections

NRGM Downside Financial Projections

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2015E

Adjusted EBITDA

$171.6

$223.5

$242.7

$260.9

$287.5

18.9%

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Interest Expense

(34.8)

(42.7)

(52.1)

(56.5)

(57.2)

Other

4.6

(0.3)

2.7

1.3

(1.3)

Distributable Cash Flow

$136.9

$173.5

$185.4

$197.5

$220.4

16.4%

DCF / LP Unit

$1.52

$1.75

$1.82

$1.87

$1.94

9.3%

Distribution / LP Unit

1.59

1.68

1.77

1.85

1.88

5.5%

LP Coverage

0.96x

1.04x

1.03x

1.01x

1.03x

Total Coverage

0.94

1.07

1.05

1.02

1.06

Distributable Cash Flow Surplus / (Shortfall)

($9.2)

$11.6

$8.4

$3.6

$11.6

For the Fiscal Years Ending September 30,

CAGR

Difference versus NRGM Management Financial Projections

2013E

2014E

2015E

2016E

2017E

2013E - 2015E

2013E

2014E

2015E

2016E

2017E

Adjusted EBITDA

$166.3

$211.1

$216.0

$209.3

$198.0

14.0%

$5.3

$12.4

$26.7

$51.6

$89.6

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

--

--

--

--

--

Less: Interest Expense

(34.7)

(42.3)

(46.6)

(44.4)

(42.7)

(0.1)

(0.4)

(5.5)

(12.1)

(14.5)

Other

4.6

(0.3)

2.7

1.3

(1.3)

--

--

--

--

--

Distributable Cash Flow

$131.7

$161.5

$164.2

$157.9

$145.3

11.7%

$5.2

$12.0

$21.2

$39.6

$75.1

DCF / LP Unit

$1.49

$1.68

$1.70

$1.64

$1.53

6.6%

$0.03

$0.07

$0.12

$0.23

$0.41

Distribution / LP Unit

1.58

1.62

1.65

1.65

1.65

2.4%

0.01

0.07

0.12

0.20

0.23

LP Coverage

0.95x

1.04x

1.03x

1.00x

0.93x

Total Coverage

0.92

1.07

1.05

0.99

0.87

Distributable Cash Flow Surplus / (Shortfall)

($11.8)

$10.8

$7.5

($1.4)

($21.8)

DRAFT

($ in millions, except per unit amounts)

VI.

Indicative Value of NRGM

DRAFT

Confidential

Valuation Methodologies

Utilizing the following methodologies, Evercore analyzed the value of NRGM common units

98

Indicative Value of NRGM

Methodology

Description

Metrics/Assumptions

Discounted Cash Flow

Analysis:

Financials Projections

Values NRGM based on the concepts of the time value of money

Utilizing the NRGM Management Financial Projections and the NRGM

Downside Financial Projections as previously reviewed herein, Evercore:

–

Utilized varying weighted average cost of capital (“WACC”)

discount rates and applied various perpetuity growth rates to derive

after-tax valuation ranges for NRGM

–

Calculated terminal values based on a range of multiples of

EBITDA derived from precedent transactions as well as assumed

perpetuity growth rates

Tax depreciation based on a 15-year MACRS schedule and a full step-up

in tax basis

EBITDA exit multiple of 11.5x to 13.5x and a perpetuity growth rate of

0.5% to 1.5%

For the terminal value, tax depreciation assumed to be equal to

maintenance capital expenditures

Weighted average cost of capital based on mid-point of the Capital Asset

Pricing Model (“CAPM”) and distribution yields and expected growth in

distributions for entities with comparable assets

Tax rate of 35.0% based on unitholders’

tax rates

Discounted the projected cash flows to the assumed July 1, 2013

effective date

Discounted Cash Flow

Analysis:

Projected Distribution per

Unit

Values the NRGM common units based on the concepts of the time value of

money

Utilizing projected distributions per unit from the NRGM Management

Financial Projections and the NRGM Downside Financial Projections as

previously reviewed herein; Evercore:

–

Utilized varying total expected market return discount rates and

calculated a terminal value based on a various terminal exit yields

Terminal exit yield range of 6.0% to 8.0%

Cost of equity of 7.5% to 9.5% based on the Capital Asset Pricing

Model utilizing betas from selected publicly-traded peers

Cost of equity of 9.0% to 11.0% based on the expected market total

return of selected publicly-traded peers

Precedent M&A

Transaction Analysis

Valuation for the NRGM common units based on multiples of transaction

value to EBITDA in historical transactions involving other natural gas storage

and pipeline assets

Based on transaction value / EBITDA

Enterprise value / EBITDA multiples applied to 2013E and 2014E

EBITDA with the resulting value discounted at a 7.0% discount rate, the

midpoint of the weighted average cost of capital range based on the

assumed July 1, 2013 effective date

Growth capital expenditures discounted at a 7.0% discount rate

Peer Group Trading

Analysis

Valuation for the NRGM common units based on current market enterprise

value multiples of relevant EBITDA for selected comparable publicly-traded

entities

Enterprise value / EBITDA multiples applied to 2013E EBITDA and

2014E EBITDA

Wall Street Research Price

Targets

Valuation for the NRGM common units based on the most recent research

analyst price targets of firms covering NRGM

Research

price

targets

from:

Barclays,

Credit

Suisse,

JP

Morgan,

Morgan Stanley, Robert W. Baird & Co. and Stifel Nicolaus

DRAFT

Confidential

Discounted Cash Flow Analysis

Precedent M&A Transactions

Peer Group Trading

Wall Street Research

Financial Projections

Distribution per Unit

Analysis

Analysis

Price Target

6.5% - 7.5% WACC

6.0% - 8.0% Terminal Exit Yield

2013E EBITDA: $171.6 MM

2013E EBITDA: $171.6 MM

Barclays

2017E EBITDA Exit Multiple of

7.5% - 9.5% CAPM

11.5x - 13.5x EBITDA Multiple

14.0x - 17.0x EBITDA Multiple

Credit Suisse

11.5x - 13.5x

Equity Discount Rate

2014E EBITDA: $223.5 MM

2014E EBITDA: $223.5 MM

JP Morgan

Perpetuity Growth Rates of

9.0% - 11.0% Expected Market Return

11.5x - 13.5x EBITDA Multiple

10.0x - 13.0x EBITDA Multiple

Morgan Stanley

0.50% - 1.50%

Equity Discount Rate

Growth Capital Expenditures

Robert W. Baird & Co.

Discounted @ 7.0%

Stifel Nicolaus

$18.03

$21.17

$13.53

$17.31

$24.00

$30.42

$29.54

$22.49

$25.24

$28.00

$5.00

$10.00

$15.00

$20.00

$25.00

$30.00

$35.00

$40.00

$13.00

$18.87

$12.89

$15.87

$21.81

$26.25

$21.03

$24.19

Current

Price: $24.40

Summary*Preliminary*Valuation *–*NRGM*Common*Unit

99

Indicative Value of NRGM

Preliminary

Value

of

NRGM

Common

Unit

Assuming

the

NRGM

Do

wnside

Financial

Projections

Preliminary

Value

of

NRGM

Common

Unit

Assuming

the

NRGM

Ma

nagement

Financial

Projections

DRAFT

Confidential

Summary*Preliminary*Valuation *–*Valuation*of*Proposed*Consideration

100

Indicative Value of NRGM

DRAFT

Confidential

Discounted*Cash*Flow*Analysis*–*Assumptions

101

Indicative Value of NRGM

Evercore utilized a DCF Analysis based on the following assumptions:

–

Effective date on July 1, 2013

–

EBITDA and capital expenditures through December 31, 2017E per the NRGM Management Financial Projections as

previously review herein

–

A 35.0% tax rate

–

Tax depreciation forecast based on a full tax-basis step-up and a 15-year MACRS depreciation schedule

–

Mid-point discount rate of 7.0% utilizing a weighted average cost of

capital based on CAPM

–

Terminal value based on both: (i) a 11.5x to 13.5x EBITDA exit multiple and (ii) a 0.50% to 1.50% perpetuity growth rate

Tax depreciation is set equal to maintenance capital expenditures in perpetuity

DRAFT

Confidential

Discounted*Cash*Flow*Analysis*–*NRGM*Management*Financial*Projections

($ in millions, except per unit amounts)

EBITDA Exit Multiple Sensitivities

Perpetuity Growth Rate Sensitivities

(1)

Assumes tax depreciation equal to maintenance capital expenditures in perpetuity

Summary Results

102

Indicative Value of NRGM

WACC

EBITDA Multiple

$27.18

10.5x

11.5x

12.5x

13.5x

14.5x

6.0%

$23.33

$25.94

$28.56

$31.17

$33.78

6.5%

22.74

25.30

27.86

30.42

32.98

7.0%

22.16

24.67

27.18

29.69

32.20

7.5%

21.59

24.05

26.51

28.98

31.44

8.0%

21.04

23.45

25.87

28.28

30.69

WACC

Perpetuity Growth Rate

$22.44

0.00%

0.50%

1.00%

1.50%

2.00%

6.0%

$23.35

$26.00

$29.18

$33.06

$37.91

6.5%

20.69

22.89

25.50

28.63

32.45

7.0%

18.41

20.27

22.44

25.01

28.09

7.5%

16.44

18.03

19.86

22.00

24.53

8.0%

14.72

16.09

17.66

19.46

21.57

For the Three

Months Ending

Terminal Value

September 30,

For the Fiscal Years Ending September 30,

EBITDA

Perpetuity

2013E

2014E

2015E

2016E

2017E

Exit Multiple

/

Growth Rate

(1)

EBITDA

$50.6

$223.5

$242.7

$260.9

$287.5

$287.5

$287.5

Less: Depreciation and Amortization

(39.0)

(154.9)

(151.9)

(153.1)

(130.0)

(8.6)

EBIT

$11.6

$68.7

$90.8

$107.8

$157.5

$278.9

Less: Taxes

(4.1)

(24.0)

(31.8)

(37.7)

(55.1)

(97.6)

Plus: NOL

--

--

--

--

--

--

EBIAT

$7.6

$44.6

$59.0

$70.1

$102.4

$181.3

Less: Maintenance Capital Expenditures

(1.0)

(7.0)

(7.8)

(8.2)

(8.6)

(8.6)

Less: Growth Capital Expenditures

(29.7)

(66.5)

(137.5)

(189.5)

(2.0)

--

Plus: Depreciation and Amortization

39.0

154.9

151.9

153.1

130.0

8.6

Unlevered Free Cash Flow

$15.9

$126.0

$65.5

$25.5

$221.8

$181.3

Exit multiple / Perpetuity Growth Rate

12.5x

/

1.0%

Terminal Value

$3,593.9

/

$3,051.8

PV of Unlevered Free Cash Flow @ 7.0%

$387.0

Plus: PV of Terminal Value @ 7.0%

$2,695.8

/

$2,289.1

Plus: PV of 0.5x 2017E NOL

$--

Implied Enterprise Value

$3,082.8

/

$2,676.1

Less: Net Debt

($748.1)

($748.1)

Implied Equity Value

$2,334.7

/

$1,928.0

Total Units Outstanding

85.9

Implied Unit Price

$27.18

/

$22.44

DRAFT

Confidential

Discounted*Cash*Flow*Analysis*–*NRGM*Downside*Financial*Projections

($ in millions, except per unit amounts)

EBITDA Exit Multiple Sensitivities

Perpetuity Growth Rate Sensitivities

(1)

Assumes tax depreciation equal to maintenance capital expenditures in perpetuity

Summary Results

103

Indicative Value of NRGM

WACC

EBITDA Multiple

$19.55

10.5x

11.5x

12.5x

13.5x

14.5x

6.0%

$16.96

$18.76

$20.56

$22.36

$24.16

6.5%

16.52

18.28

20.05

21.81

23.57

7.0%

16.09

17.82

19.55

21.27

23.00

7.5%

15.67

17.36

19.06

20.75

22.45

8.0%

15.26

16.92

18.58

20.24

21.90

WACC

Perpetuity Growth Rate

$16.03

0.00%

0.50%

1.00%

1.50%

2.00%

6.0%

$16.72

$18.51

$20.67

$23.30

$26.60

6.5%

14.87

16.37

18.14

20.26

22.86

7.0%

13.29

14.56

16.03

17.77

19.86

7.5%

11.92

13.00

14.25

15.70

17.41

8.0%

10.72

11.65

12.72

13.94

15.37

For the Three

Months Ending

Terminal Value

September 30,

For the Fiscal Years Ending September 30,

EBITDA

Perpetuity

2013E

2014E

2015E

2016E

2017E

Exit Multiple

/

Growth Rate

(1)

EBITDA

$47.1

$211.1

$216.0

$209.3

$198.0

$198.0

$198.0

Less: Depreciation and Amortization

(38.4)

(150.6)

(138.0)

(126.2)

(98.8)

(8.6)

EBIT

$8.6

$60.5

$78.0

$83.1

$99.2

$189.4

Less: Taxes

(3.0)

(21.2)

(27.3)

(29.1)

(34.7)

(66.3)

Plus: NOL

--

--

--

--

--

--

EBIAT

$5.6

$39.3

$50.7

$54.0

$64.5

$123.1

Less: Maintenance Capital Expenditures

(1.0)

(7.0)

(7.8)

(8.2)

(8.6)

(8.6)

Less: Growth Capital Expenditures

(25.0)

(41.2)

(2.0)

(2.0)

(2.0)

--

Plus: Depreciation and Amortization

38.4

150.6

138.0

126.2

98.8

8.6

Unlevered Free Cash Flow

$18.1

$141.7

$178.9

$170.0

$152.6

$123.1

Exit multiple / Perpetuity Growth Rate

12.5x

/

1.0%

Terminal Value

$2,474.4

/

$2,071.8

PV of Unlevered Free Cash Flow @ 7.0%

$571.1

Plus: PV of Terminal Value @ 7.0%

$1,856.1

/

$1,554.1

Plus: PV of 0.5x 2017E NOL

$--

Implied Enterprise Value

$2,427.2

/

$2,125.2

Less: Net Debt

($748.1)

($748.1)

Implied Equity Value

$1,679.1

/

$1,377.1

Total Units Outstanding

85.9

Implied Unit Price

$19.55

/

$16.03

DRAFT

Confidential

Indicative Value of NRGM

104

(1)

NRGM 52-week yield range of 6.16% to 7.76%, with an average yield of 6.73%

The analysis below sets forth NRGM’s projected annual distribution per unit based on the NRGM Management Financial 

Projections for the three months ending September 30, 2013E and for the years ending September 30, 2014E, 2015E, 2016E  and

2017E and a terminal value based on an NRGM yield range of 6.0% to 8.0% discounted at a cost of equity for NRGM ranging

between 7.5% and 9.5% based on CAPM and 9.0% to 11.0% based on the total expected market return (as detailed in the Appendix)

Discounted*Cash*Flow*Analysis*–*NRGM*Common*Units

($ in millions, except per unit amounts)

DRAFT

For the Three

Months Ending

September 30,

For the Fiscal Years Ending September 30,

Terminal Value

2013E

2014E

2015E

2016E

2017E

Low

-

High

NRGM Standalone Distribution per Unit

$0.40

$1.68

$1.77

$1.85

$1.88

$1.88

Terminal Yield

(1)

8.0%

-

6.0%

Terminal Value

$23.50

-

$31.33

Equity Cost of Capital Based on CAPM

PV @ 6.5% of Value per NRGM Common Unit

$24.61

-

$30.60

PV @ 7.5% of Value per NRGM Common Unit

23.78

-

29.54

PV @ 8.5% of Value per NRGM Common Unit

22.99

-

28.53

PV @ 9.5% of Value per NRGM Common Unit

22.24

-

27.56

PV @ 10.5% of Value per NRGM Common Unit

21.51

-

26.64

Implied NRGM Common Unit Value Range

Equity Cost of Capital Based on Total Expected Market Return

PV @ 8.0% of Value per NRGM Common Unit

$23.38

-

$29.03

PV @ 9.0% of Value per NRGM Common Unit

22.61

-

28.04

PV @ 10.0% of Value per NRGM Common Unit

21.87

-

27.10

PV @ 11.0% of Value per NRGM Common Unit

21.17

-

26.19

PV @ 12.0% of Value per NRGM Common Unit

20.49

-

25.33

Implied NRGM Common Unit Value Range

$21.17

-

$29.54

Confidential

Indicative Value of NRGM

105

(1)

NRGM 52-week yield range of 6.16% to 7.76%, with an average yield of 6.73%

DRAFT

Discounted Cash Flow Analysis – NRGM Common Units        ($ in millions, except per unit amounts)

The analysis below sets forth NRGM’s projected annual distribution per unit based on the NRGM Downside Financial  Projections for the three

months ending September 30, 2013E and for the years ending September 30, 2014E, 2015E, 2016E  and 2017E and a terminal value based on an

NRGM yield range of 6.0% to 8.0% discounted at a cost of equity for NRGM ranging between 7.5% and 9.5% based on CAPM and 9.0% to 11.0%

based on the total expected market return (as detailed in the Appendix)

For the Three

Months Ending

September 30,

For the Fiscal Years Ending September 30,

Terminal Value

2013E

2014E

2015E

2016E

2017E

Low

-

High

NRGM Standalone Distribution per Unit

$0.40

$1.62

$1.65

$1.65

$1.65

$1.65

8.0%

-

6.0%

Terminal Value

$20.65

-

$27.54

Equity Cost of Capital Based on CAPM

PV @ 6.5% of Value per NRGM Common Unit

$21.91

-

$27.18

PV @ 7.5% of Value per NRGM Common Unit

21.18

-

26.25

PV @ 8.5% of Value per NRGM Common Unit

20.48

-

25.35

PV @ 9.5% of Value per NRGM Common Unit

19.82

-

24.50

PV @ 10.5% of Value per NRGM Common Unit

19.18

-

23.69

Implied NRGM Common Unit Value Range

Equity Cost of Capital Based on Total Expected Market Return

PV @ 8.0% of Value per NRGM Common Unit

$20.83

-

$25.79

PV @ 9.0% of Value per NRGM Common Unit

20.15

-

24.92

PV @ 10.0% of Value per NRGM Common Unit

19.50

-

24.09

PV @ 11.0% of Value per NRGM Common Unit

18.87

-

23.29

PV @ 12.0% of Value per NRGM Common Unit

18.28

-

22.53

Implied NRGM Common Unit Value Range

$18.87

-

$26.25

Terminal

Yield

(1)

Confidential

106

Source: Public filings and Wall Street research

Indicative Value of NRGM

Precedent*M&A*Transactions

($ in millions)

Facility Type

Date

Salt

Depleted

Transaction

EBITDA

Bcf of

$MM/Bcf

Announced

Acquiror/Seller

Cavern

Reservior

Value ($MM)

Multiple

Storage

of Storage

08/12

Boardwalk Pipeline Partners, LP/PL Midstream LLC (PL Logistics LLC)

$625.0

NA 

11.2

$55.8

10/11

Boardwalk Pipeline Partners, LP/ Petal Gas Storage, L.L.C. and Hattiesburg Gas Storage Company (Enterprise Products Partners L.P.)

550.0

12.2x

29.0

$19.0

07/11

Inergy, L.P. / Seneca Lake storage facility (New York State Electric & Gas Corp.)

65.0

NA 

2.0

32.5

06/11

Cardinal Gas Storage Partners LLC / 70% Interest in Monroe Gas Storage Co. LLC (High Sierra Energy LP)

148.0

NA 

12.0

12.3

01/11

DCP Midstream Partners LP / Propane and Butane Storage Facility (Marysville Hydrocarbon Holdings LLC)

101.0

NA 

6.8

14.9

12/10

PAA Natural Gas Storage, L.P. / Southern Pines Energy Center (SGR Holdings, L.L.C.)

750.0

17.0 

40.0

18.8

09/10

Inergy, L.P. / Tres Palacios Gas Storage LLC (NGS Energy LP)

725.0

NA 

38.4

18.9

07/10

Spectra Energy Corp. / Bobcat Gas Storage (Haddington Energy Partners, GE Energy Financial Services)

965.0

NA 

46.0

21.0

07/10

Buckeye Partners / Lodi Gas Storage (ArcLight Capital Partners)

484.0

NA 

34.0

14.2

08/09

Plains

All

American

Pipeline,

L.P./Remaining

50%

Interest

in

PAA

Natural

Gas

Storage,

LLC

(Vulcan

Capital)

220.0

11.5 

35.0

6.3

03/06

Riverstone (Niska) / Majority of Encana's Gas Storage assets (EnCana Corp.)

1,515.0

NA 

191.0

7.9

08/05

Plains All American Pipeline, L.P. and Vulcan Capital / Energy Center Investments Corporation (Sempra Energy)

510.0

7.0 

48.5

10.5

07/05

Inergy, L.P. / Stagecoach natural gas storage facility (eCORP, L.L.C.)

230.0

NA 

13.6

16.9

08/04

AGL Resources / Jefferson Island Storage (AEP)

86.0

6.5 

9.2

9.3

08/02

Scottish Power PLC (PacifiCorp Power Marketing) / Katy Storage Assets (Aquila, Inc.)

180.0

NA 

32.0

5.6

08/00

Duke Energy Gas Transmission Corp. / Market Hub Partners (NiSource)

400.0

15.3 

23.1

17.3

07/00

El Paso Energy Partners / Gas Crystal Storage (El Paso Corp.)

170.0

16.6 

6.7

25.4

All Transactions

Mean

12.3x

34.0

$18.0

Median

12.2

29.0

16.9

DRAFT

Confidential

107

Indicative Value of NRGM

Precedent*M&A*Transactions *–*NRGM*Management*Financial*Projections

($ in millions, except per unit amounts)

2013E EBITDA

$171.6

Relevant EBITDA Multiple

11.5x

-

13.5x

Implied Enterprise Value Range on September 30, 2013

$1,972.9

-

$2,316.0

Implied Enterprise Value Range on July 1, 2013 @ 7.0% Discount Rate

$1,939.8

-

$2,277.2

Less: Present Value of FQ4 2013E Growth Capital Expenditures @ 7.0% Discount Rate

(29.4)

Implied Enterprise Value

$1,910.4

-

$2,247.8

2014E EBITDA

$223.5

Relevant EBITDA Multiple

11.5x

-

13.5x

Implied Enterprise Value Range on September 30, 2014

$2,570.6

-

$3,017.7

Implied Enterprise Value Range on July 1, 2013 @ 7.0% Discount Rate

$2,362.2

-

$2,773.0

Less: Present Value of FQ4 2013E and FY 2014E Growth Capital Expenditures @ 7.0% Discount Rate

(92.7)

Implied Enterprise Value

$2,269.5

-

$2,680.3

Relevant Range - Enterprise Value

$1,910.4

-

$2,680.3

Less: Net Debt

(748.1)

Implied Equity Value

$1,162.3

-

$1,932.2

Total Units Outstanding

85.9

Implied Unit Price

$13.53

-

$22.49

DRAFT

Confidential

108

Indicative Value of NRGM

Precedent*M&A*Transactions *–*NRGM*Downside*Financial*Projections

($ in millions, except per unit amounts)

2013E EBITDA

$166.3

Relevant EBITDA Multiple

11.5x

-

13.5x

Implied Enterprise Value Range on September 30, 2013

$1,911.9

-

$2,244.4

Implied Enterprise Value Range on July 1, 2013 @ 7.0% Discount Rate

$1,879.8

-

$2,206.7

Less: Present Value of FQ4 2013E Growth Capital Expenditures @ 7.0% Discount Rate

(24.7)

Implied Enterprise Value

$1,855.1

-

$2,182.0

2014E EBITDA

$211.1

Relevant EBITDA Multiple

11.5x

-

13.5x

Implied Enterprise Value Range on September 30, 2014

$2,427.7

-

$2,849.9

Implied Enterprise Value Range on July 1, 2013 @ 7.0% Discount Rate

$2,230.8

-

$2,618.8

Less: Present Value of FQ4 2013E and FY 2014E Growth Capital Expenditures @ 7.0% Discount Rate

(63.9)

Implied Enterprise Value

$2,166.9

-

$2,554.9

Relevant Range - Enterprise Value

$1,855.1

-

$2,554.9

Less: Net Debt

(748.1)

Implied Equity Value

$1,107.0

-

$1,806.8

Total Units Outstanding

85.9

Implied Unit Price

$12.89

-

$21.03

DRAFT

Confidential

Peer Group Trading Analysis

($ in millions, except per unit amounts)

109

Indicative Value of NRGM

Source: Public filings

(1) IBES estimates are on a calendar basis, fiscal year ends September 30

Publicly Traded Natural Gas Pipeline and Storage MLPs

Publicly Traded Natural Gas Storage MLPs

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/25/2013)

Value

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Pipelines/Storage

Boardwalk Pipeline Partners, LP

$30.36

$7,143.1

$10,678.4

13.6x

12.8x

7.0%

7.0%

7.1%

2.4%

9.4%

El Paso Pipeline Partners, L.P.

43.07

9,483.7

13,615.7

11.7

11.0

5.7%

5.9%

6.2%

6.1%

11.7%

EQT Midstream Partners, LP

41.25

1,459.7

1,437.8

15.2

11.4

3.4%

3.7%

4.2%

37.2%

40.6%

Niska Gas Storage Partners LLC

14.96

526.4

917.9

6.6

6.5

9.4%

9.4%

9.4%

2.9%

12.3%

PAA Natural Gas Storage, L.P.

22.53

1,634.7

2,216.1

18.4

16.9

6.3%

6.4%

6.4%

1.7%

8.1%

Spectra Energy Partners, LP

38.17

4,153.3

5,246.2

20.4

17.2

5.2%

5.3%

5.6%

5.1%

10.3%

TC PipeLines, LP

48.22

2,631.1

3,319.1

17.5

16.6

6.5%

6.5%

6.7%

2.3%

8.8%

Mean

14.8x

13.2x

6.2%

6.3%

6.5%

8.2%

14.5%

Median

15.2

12.8

6.3%

6.4%

6.4%

2.9%

10.3%

Inergy Midstream, L.P.

(1)

$24.40

$2,096.0

$2,775.8

13.5x

9.8x

6.5%

6.7%

7.3%

8.7%

15.2%

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/25/2013)

Value

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Storage

Niska Gas Storage Partners LLC

$14.96

$526.4

$917.9

6.6x

6.5x

9.4%

9.4%

9.4%

2.9%

12.3%

PAA Natural Gas Storage, L.P.

22.53

1,634.7

2,216.1

18.4

16.9

6.3%

6.4%

6.4%

1.7%

8.1%

Mean

12.5x

11.7x

7.9%

7.9%

7.9%

2.3%

10.2%

Inergy Midstream, L.P.

(1)

$24.40

$2,096.0

$2,775.8

13.5x

9.8x

6.5%

6.7%

7.3%

8.7%

15.2%

DRAFT

Confidential

110

Indicative Value of NRGM

Source: Public filings

Fiscal 2013E EBITDA

$171.6

Relevant EBITDA Multiple

14.0x

-

17.0x

Implied Enterprise Value

$2,401.8

-

$2,916.5

Fiscal 2014E EBITDA

$223.5

Relevant EBITDA Multiple

10.0x

-

13.0x

Implied Enterprise Value

$2,235.3

-

$2,905.9

Relevant Enterprise Value Range

$2,235.3

-

$2,916.5

Less: Net Debt

(748.1)

-

(748.1)

Implied Equity Value

$1,487.2

-

$2,168.4

Total Units Outstanding

85.9

Implied Unit Price

$17.31

-

$25.24

DRAFT

Confidential

111

Indicative Value of NRGM

Source: Public filings

Fiscal 2013E EBITDA

$166.3

Relevant EBITDA Multiple

14.0x

-

17.0x

Implied Enterprise Value

$2,327.5

-

$2,826.3

Fiscal 2014E EBITDA

$211.1

Relevant EBITDA Multiple

10.0x

-

13.0x

Implied Enterprise Value

$2,111.1

-

$2,744.4

Relevant Enterprise Value Range

$2,111.1

-

$2,826.3

Less: Net Debt

(748.1)

-

(748.1)

Implied Equity Value

$1,363.0

-

$2,078.2

Total Units Outstanding

85.9

Implied Unit Price

$15.87

-

$24.19

DRAFT

Confidential

Wall Street Research Price Targets

Summary Price Targets

112

Analyst Recommendations

Source: Bloomberg, IBES

(1)

Distribution per unit and EBITDA estimates shown on a fiscal basis

Distribution

Per

Unit

Estimates

(1)

EBITDA Estimates

(1)

Indicative Value of NRGM

Hold (2) 33.3%

Buy (4) 66.7%

Target

Firm

Analyst

Date

Recommendation

Price

Credit Suisse

Brett Reilly

01/09/13

Outperform

$28.00

JPMorgan

Jeremy Tonet

03/21/13

Overweight

26.00

Stifel Nicolaus

Selman Akyol

02/06/13

Buy

26.00

Barclays

Brian J. Zarahn

02/06/13

Overweight

26.00

Morgan Stanley

Stephen J. Maresca

11/5/12

Equal-weight

25.00

Robert W. Baird & Co

Ethan H. Bellamy

02/06/13

Neutral

24.00

Median:

$26.00

Mean:

25.83

Low:

24.00

High:

28.00

$1.60

$1.73

$1.88

$1.66

$1.92

$2.14

$1.62

$1.73

$1.61

$1.76

$1.96

$1.59

$1.68

$1.77

$--

$0.50

$1.00

$1.50

$2.00

$2.50

2013E

2014E

2015E

$182.0

$245.0

$295.0

$250.1

$399.3

$361.3

$177.4

$224.0

$186.4

$263.6

$344.7

$171.6

$223.5

$242.7

$--

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

$400.0

$450.0

2013E

2014E

2015E

Barclays

Morgan Stanley

Stifel Nicolaus

IBES

NRGM Management Financial Projections

DRAFT

($ in millions, except per unit amounts)

VII.

Summary Analysis of the Proposed Exchange Ratio

DRAFT

Confidential

Summary Analysis of the Proposed Exchange Ratio

113

Set forth below is a summary of the relevant contribution percentages to the pro forma entity from CMLP and NRGM

Contribution Summary

Contribution*Analysis* –*Management *Projections

($ in millions)

(1)

Adjusted for CMLP and NRGM net debt outstanding as of the most recent public disclosure

(2)

Proposed

exchange

ratio

excludes

cash

consideration

of

$0.41

per

unit

DRAFT

Confidential

Summary Analysis of the Proposed Exchange Ratio

114

Set forth below is a summary of the relevant contribution percentages to the pro forma entity from CMLP and NRGM

Contribution Summary

Contribution*Analysis* –*Downside *Projections

($ in millions)

(1)

Adjusted for CMLP and NRGM net debt outstanding as of the most recent public disclosure

(2)

Proposed

exchange

ratio

excludes

cash

consideration

of

$0.41

per

unit

DRAFT

VIII.

Summary Pro Forma Impact

DRAFT

Confidential

Assumptions*–*Management *Financial*Projections

115

Summary Pro Forma Impact

Evercore analyzed the pro forma impact to NRGM unitholders and CMLP unitholders from the Proposed Transaction, utilizing the

CMLP Management Financial Projections and the NRGM Management Financial Projections previously reviewed herein

–

NRGM acquires CMLP assuming a 5.0% premium to CMLP’s 20-Day VWAP of $24.42 as of April 25, 2013, or $25.64 per

unit, plus $0.41 in cash for a total value of $26.06 per CMLP unit, representing a total enterprise value of $2.4 billion or 11.0x

2014E EBITDA

Transaction assumed to be financed with NRGM common equity issued directly to CMLP common unitholders and the

$25.0 million of cash consideration financed with borrowings from NRGM’s existing revolver

Implies a 1.089x NRGM/CMLP exchange ratio, assuming NRGM’s 20-Day VWAP of $23.55

–

CMLP’s projected total debt outstanding of $787.4 million as of July 1, 2013 assumed by NRGM, without triggering change

of control provisions

–

Assumes one-time change of control payments to NRGM management of $10.0 million and one-time integration expenses of

$15.0 million are funded with borrowings from NRGM’s existing revolver

–

Assumes a total distribution coverage equal to NRGM’s standalone distribution coverage pro forma for the Proposed

Transaction

–

Assumes NRGM and CMLP (excluding CMM) growth capital expenditures are funded 50.0% with equity issued to the public

at an all-in discount of 8.0% to the then-current projected unit price assuming NRGM’s current yield of 6.48%

CMM growth capital expenditures are funded 100.0% with borrowings on CMM’s revolving credit facility

–

Transaction fees and expenses of $20.0 million are funded with borrowings on NRGM’s existing revolver

–

Assumes $10.0 million and $15.0 million of annual synergies in 2013E and 2014E, respectively, and $20.0 million of annual

synergies in each of 2015E, 2016E and 2017E

–

Evercore analyzed the pro forma impact to distributable cash flow per current CMLP unit and distribution per current CMLP

unit utilizing sensitivities related to: (i) incremental EBITDA at NRGM pro forma for the Proposed Transaction (in excess of

the annual synergies previously reviewed herein) ranging from ($15.0) to $15.0 million and (ii) an offer price premium to

CMLP’s 20-Day VWAP ranging between 0.0% and 25.0%

–

Evercore also analyzed the pro forma NRGM yield necessary for the CMLP implied pro forma projected price to equal the

CMLP standalone projected price based on CMLP’s current yield utilizing sensitivities related to an offer price premium to

CMLP’s 20-Day VWAP ranging between 0.0% and 25.0% per unit

DRAFT

Confidential

Transaction*Economics*– *Management*Financial*Projections

($ in millions, except per unit amounts)

116

Summary Pro Forma Impact

Sources and Uses

Transaction Economics

Net NRGM Equity Issued

$1,545.8

Cash Consideration

25.0

Equity Value

$1,570.8

CMLP Net Debt Assumed as of July 1, 2013

787.4

Transaction Enterprise Value

$2,358.2

Assumed Annual Synergies:

2013E Annual Synergies

$10.0

2014E Annual Synergies

15.0

2015E Annual Synergies

20.0

CMLP Enterprise Value as a Multiple of:

Data

Multiple

2013E EBITDA

$173.3

13.6x

2014E EBITDA

214.8

11.0

2015E EBITDA

270.3

8.7

2013E EBITDA + Synergies

$183.3

12.9x

2014E EBITDA + Synergies

229.8

10.3

2015E EBITDA + Synergies

290.3

8.1

CMLP Equity Value as a Multiple of:

Data

Multiple

2013E DCF

$124.7

12.6x

2014E DCF

159.6

9.8

2015E DCF

204.4

7.7

2013E DCF + Synergies

$134.7

11.7x

2014E DCF + Synergies

174.6

9.0

2015E DCF + Synergies

224.4

7.0

CMLP 20-Day VWAP

$24.42

Offer Premium to CMLP's 20-Day VWAP

5.0%

Offer Price

$25.64

NRGM 20-Day VWAP

23.55

CMLP / NRGM Exchange Ratio

1.09x

Value of Equity Consideration

$25.64

Value of Cash Consideration

0.41

Total Consideration per CMLP Unit

$26.06

Consideration per CMLP Unit

(1) Includes 6,516,776 common units from the conversion of the Class D Units outstanding as of July 1, 2013

DRAFT

CMLP LP Units Outstanding

(1)

60.3

Assumed LP Unit Price @ 5.0% Premium to $24.42

$25.64

Acquired LP Equity Value

$1,545.8

Plus: Transaction Fees

20.0

Plus: One-Time Integration Expenses

15.0

Plus: Management Change of Control Payments

10.0

Plus: Cash Consideration

25.0

Less: Funding on NRGM Revolver

(70.0)

Net NRGM Equity Issued

$1,545.8

Net NRGM LP Equity Issued

$1,545.8

NRGM 20-Day VWAP

$23.55

New NRGM LP Units Issued

65.6

CMLP Pro Forma Ownership of NRGM

43.3%

Confidential

Proposed Transaction –

Management Financial Projections

117

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

CAGR

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

NRGM Adjusted EBITDA

$42.4

$45.6

$50.6

$55.6

$194.3

$228.6

$247.2

$267.6

$294.8

CMLP Adjusted EBITDA

--

--

45.2

45.9

91.1

214.8

270.3

307.9

340.6

Synergies

--

--

5.0

5.0

10.0

15.0

20.0

20.0

20.0

Adjusted EBITDA

$42.4

$45.6

$100.8

$106.5

$295.4

$458.4

$537.5

$595.4

$655.4

12.7%

Less: NRGM Maintenance Capital Expenditures

(1.3)

(1.6)

(1.0)

(1.6)

(5.5)

(7.3)

(7.9)

(8.3)

(8.8)

Less: CMLP Maintenance Capital Expenditures

--

--

(3.6)

(2.5)

(6.1)

(7.2)

(7.7)

(8.9)

(11.8)

Less: NRGM Interest Expense

(9.0)

(9.6)

(9.8)

(10.3)

(38.7)

(45.4)

(53.2)

(56.7)

(57.2)

Less: CMLP Interest Expense

--

--

(11.0)

(11.3)

(22.3)

(52.5)

(62.8)

(67.6)

(72.8)

Less: Incremental Interest (Expense) / Savings

--

--

(0.5)

(0.4)

(0.9)

5.0

7.4

14.1

17.1

NRGM - Other Income

0.4

0.5

0.0

(0.1)

0.9

0.4

2.3

0.6

(1.3)

CMLP - Other Income

--

--

0.9

1.0

1.9

4.5

4.7

4.9

5.2

Distributable Cash Flow

$32.6

$35.0

$75.9

$81.3

$224.8

$355.9

$420.3

$473.6

$525.6

13.9%

Distributable Cash Flow

Common Units - Public

$11.1

$11.5

$13.1

$13.9

$49.5

$61.6

$73.0

$89.9

$105.0

Common Units - NRGY

21.1

21.9

24.5

25.4

93.0

106.6

117.1

123.6

130.2

Common Units - CMLP

--

--

28.5

29.6

58.1

124.1

136.3

143.9

151.6

General Partner

0.4

1.6

9.8

12.4

24.2

63.6

93.8

116.1

138.9

Distributable Cash Flow

$32.6

$35.0

$75.9

$81.3

$224.8

$355.9

$420.3

$473.6

$525.6

Distributed Cash Flow

Common Units - Public

$11.7

$11.8

$12.8

$13.0

$49.2

$59.7

$71.2

$88.3

$101.2

Common Units - NRGY

22.3

22.6

23.8

23.8

92.4

103.4

114.2

121.4

125.5

Common Units - CMLP

--

--

27.7

27.7

55.4

120.4

132.9

141.3

146.2

General Partner

2.1

2.6

7.9

7.9

20.5

54.8

85.7

109.7

125.0

Distributed Cash Flow

$36.1

$36.9

$72.1

$72.3

$217.4

$338.3

$404.0

$460.7

$497.9

13.7%

Pro Forma Impact

DRAFT

($ in millions, except per unit amounts)

Confidential

118

Summary Pro Forma Impact

Pro Forma Impact

DRAFT

For the Quarter Ending

For the Years Ending December 31,

CAGR

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

Distributed Cash Flow

$36.1

$36.9

$72.1

$72.3

$217.4

$338.3

$404.0

$460.7

$497.9

% to GP

6.0%

7.0%

10.9%

10.9%

9.4%

16.2%

21.2%

23.8%

25.1%

GP IDRs

$2.1

$2.6

$7.9

$7.9

$20.5

$54.8

$85.7

$109.7

$125.0

31.6%

Weighted Average LP Units Outstanding

85.9

85.9

152.3

152.8

119.2

154.6

157.2

163.0

167.5

NRGM Summary:

DCF / LP Unit - Pro Forma

$0.37

$0.39

$0.43

$0.45

$1.65

$1.89

$2.08

$2.19

$2.31

6.9%

Distribution / LP Unit - Pro Forma

0.40

0.40

0.42

0.42

$1.64

$1.83

2.02

2.15

2.23

6.7%

CMLP Summary:

DCF / LP Unit - Pro Forma

$0.48

$0.49

$0.47

$0.49

$1.94

$2.06

$2.26

$2.39

$2.51

6.9%

Distribution / LP Unit - Pro Forma

$0.51

$0.51

$0.46

$0.46

$1.94

$2.00

$2.21

$2.34

$2.42

6.7%

LP Coverage

0.95x

0.97x

1.03x

1.07x

1.01x

1.03x

1.03x

1.02x

1.04x

Total Coverage

0.90

0.95

1.05

1.12

1.03

1.05

1.04

1.03

1.06

Distributable Cash Flow Surplus / (Shortfall)

($3.5)

($1.9)

$3.9

$9.0

$7.4

$17.6

$16.3

$12.9

$27.7

($ in millions, except per unit amounts)

Proposed Transaction – Management Financial Projections (cont’d)

($ in millions)

119

Summary Pro Forma Impact

DRAFT

Confidential

For the Quarter Ending

For the Years Ending December 31,

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued for CMLP Acquisition

$--

$--

$1,545.8

$--

$1,545.8

$--

$--

$--

$--

Revolver Draw for Cash Consideration

--

--

25.0

--

25.0

--

--

--

--

CMLP Net Debt Assumed

--

--

787.4

--

787.4

--

--

--

--

Revolver Draw for Transaction Fees and Expenses

--

--

70.0

--

70.0

--

--

--

--

Equity Issued for Growth Capital Expenditures

--

--

18.0

11.5

29.5

73.9

91.2

87.1

12.6

Equity Issuance in Q4 2016E

--

--

--

--

--

--

--

150.0

--

Debt Issued / (Repaid)

42.0

38.1

35.8

3.5

119.4

97.8

116.4

(34.5)

25.2

DCF Surplus / (Shortfall)

(3.5)

(1.9)

3.9

9.0

7.4

17.6

16.3

12.9

27.7

Total Sources

$38.5

$36.2

$2,485.8

$24.0

$2,584.5

$189.2

$223.9

$215.5

$65.6

Debt Issued / (Repaid), net of Surplus / (Shortfall)

$42.0

$38.1

$60.8

$3.5

$144.4

$97.8

$116.4

($34.5)

$25.2

Total Equity Issued

--

--

1,563.8

11.5

1,575.3

73.9

91.2

87.1

12.6

Uses:

CMLP Merger

$--

$--

$2,358.2

$--

$2,358.2

$--

$--

$--

$--

CMLP Transaction Fees and Expenses

--

--

70.0

--

70.0

--

--

--

--

NRGM Growth Capital Expenditures

28.8

26.6

29.7

16.3

101.4

84.6

150.5

142.6

2.0

CMLP Growth Capital Expenditures

--

--

6.3

6.8

13.1

63.1

31.8

31.7

23.3

CMM Growth Capital Expenditures

--

--

21.5

5.5

27.0

45.0

40.0

40.0

40.0

Other

9.7

9.6

0.2

(4.6)

14.8

(3.5)

1.5

1.2

0.3

Total Uses

$38.5

$36.2

$2,485.8

$24.0

$2,584.5

$189.2

$223.9

$215.5

$65.6

Pro Forma Credit Statistics

Debt / Adjusted EBITDA

4.3x

3.8x

3.5x

3.1x

2.8x

Net Debt / Adjusted EBITDA

4.3

3.8

3.5

3.1

2.8

Standalone NRGM Credit Statistics

Debt / Adjusted EBITDA

4.0x

3.6x

3.9x

3.7x

3.3x

Net Debt / Adjusted EBITDA

4.0

3.6

3.9

3.7

3.3

Standalone CMLP Credit Statistics

Debt / Adjusted EBITDA

4.8x

4.4x

3.7x

3.4x

3.2x

Net Debt / Adjusted EBITDA

4.8

4.4

3.7

3.4

3.2

Capital Structure

Cash

$--

$--

$--

$--

$--

($0.0)

$0.0

($0.0)

($0.0)

Total Debt

712.1

750.2

1,637.9

1,641.4

1,641.4

1,739.2

1,855.5

1,821.0

1,846.2

Net Debt

$712.1

$750.2

$1,637.9

$1,641.4

$1,641.4

$1,739.2

$1,855.5

$1,821.0

$1,846.2

Proposed*Transaction*– *Management*Financial*Projections* (cont’d)

Confidential

DRAFT

120

Summary Pro Forma Impact

CMLP Accretion / (Dilution)

For the Quarter Ending

For the Years Ending December 31,

CAGR

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E -

2017E

CMLP Accretion / (Dilution):

DCF / LP Unit -

Standalone

$0.50

$0.52

$1.99

$2.14

$2.51

$2.78

$2.98

11.6%

DCF / LP Unit -

Pro Forma

$0.47

$0.49

$1.94

$2.06

$2.26

$2.39

$2.51

6.9%

Accretion / (Dilution) -

$

($0.03)

($0.02)

($0.05)

($0.08)

($0.25)

($0.39)

($0.47)

Accretion / (Dilution) -

%

(5.6%)

(4.6%)

(2.6%)

(3.9%)

(10.0%)

(14.0%)

(15.6%)

Distribution / LP Unit -

Standalone

$0.52

$0.53

$2.07

$2.15

$2.37

$2.60

$2.86

10.0%

Distribution / LP Unit -

Pro Forma

$0.46

$0.46

$1.94

$2.00

$2.21

$2.34

$2.42

6.7%

Accretion / (Dilution) -

$

($0.06)

($0.07)

($0.13)

($0.15)

($0.16)

($0.26)

($0.44)

Accretion / (Dilution) -

%

(11.7%)

(13.4%)

(6.4%)

(7.1%)

(6.8%)

(9.9%)

(15.3%)

Standalone Distribution Coverage

0.94x

0.95x

0.93x

0.99x

1.09x

1.10x

1.06x

Pro Forma Distribution Coverage

1.05

1.12

1.03

1.05

1.04

1.03

1.06

Standalone Debt/EBITDA

4.8x

4.4x

3.7x

3.4x

3.2x

Pro Forma Debt/EBITDA

4.3

3.8

3.5

3.1

2.8

Confidential

DRAFT

121

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

CAGR

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

NRGM Accretion / (Dilution):

DCF / LP Unit - Standalone

$0.42

$0.44

$1.62

$1.77

$1.83

$1.89

$1.96

3.6%

DCF / LP Unit - Pro Forma

$0.43

$0.45

$1.65

$1.89

$2.08

$2.19

$2.31

6.9%

Accretion / (Dilution) - $

$0.02

$0.01

$0.03

$0.12

$0.24

$0.30

$0.35

Accretion / (Dilution) - %

4.2%

2.8%

1.8%

7.1%

13.4%

16.1%

17.7%

Distribution / LP Unit - Standalone

$0.41

$0.41

$1.61

$1.72

$1.79

$1.86

$1.89

3.2%

Distribution / LP Unit - Pro Forma

0.42

0.42

1.64

1.83

2.02

2.15

2.23

6.7%

Accretion / (Dilution) - $

$0.02

$0.01

$0.03

$0.12

$0.23

$0.30

$0.34

Accretion / (Dilution) - %

4.1%

2.8%

1.8%

6.9%

13.1%

15.9%

18.0%

Standalone Distribution Coverage

1.05x

1.13x

1.01x

1.07x

1.04x

1.03x

1.06x

Pro Forma Distribution Coverage

1.05

1.12

1.03

1.05

1.04

1.03

1.06

Standalone Debt/EBITDA

4.0x

3.6x

3.9x

3.7x

3.3x

Pro Forma Debt/EBITDA

4.3

3.8

3.5

3.1

2.8

NRGM Accretion / (Dilution)

Confidential

DRAFT

CMLP*Sensitivity*Analysis*–*Management*Financial*Projections

($ in millions, except per unit amounts)

122

Summary Pro Forma Impact

(1)

Based on CMLP’s current yield of 8.1%.  Assumes $0.0 million of incremental EBITDA

CMLP 2013E Distribution/LP Unit Accretion/(Dilution) -

$

Implied Exchange Ratio/ Offer Price per CMLP Unit/Premium to 20-Day VWAP/

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.13)

--

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.21)

($0.18)

($0.14)

($0.10)

($0.05)

($0.01)

(10.0)

(0.20)

(0.17)

(0.13)

(0.10)

(0.05)

(0.01)

(5.0)

(0.18)

(0.15)

(0.12)

(0.08)

(0.05)

(0.01)

--

(0.17)

(0.13)

(0.10)

(0.07)

(0.03)

(0.00)

5.0

(0.15)

(0.11)

(0.08)

(0.05)

(0.02)

0.02

10.0

(0.13)

(0.10)

(0.06)

(0.03)

0.00

0.03

15.0

(0.12)

(0.08)

(0.05)

(0.01)

0.02

0.05

Breakeven

Yield

(1)

7.5%

7.6%

7.7%

7.9%

8.0%

8.1%

CMLP 2014E Distribution/LP Unit Accretion/(Dilution) -

$

Implied Exchange Ratio/ Offer Price per CMLP Unit/Premium to 20-Day VWAP/

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.15)

--

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.27)

($0.20)

($0.13)

($0.07)

$0.00

$0.07

(10.0)

(0.26)

(0.19)

(0.12)

(0.05)

0.02

0.08

(5.0)

(0.24)

(0.17)

(0.10)

(0.03)

0.03

0.10

--

(0.23)

(0.15)

(0.08)

(0.01)

0.05

0.12

5.0

(0.21)

(0.14)

(0.07)

0.00

0.07

0.14

10.0

(0.19)

(0.12)

(0.05)

0.02

0.09

0.16

15.0

(0.18)

(0.10)

(0.03)

0.04

0.11

0.18

Breakeven

Yield

(1)

7.3%

7.5%

7.8%

8.1%

8.3%

8.6%

CMLP 2015E Distribution/LP Unit Accretion/(Dilution) -

$

Implied Exchange Ratio/ Offer Price per CMLP Unit/Premium to 20-Day VWAP/

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.16)

--

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.29)

($0.21)

($0.14)

($0.06)

$0.01

$0.08

(10.0)

(0.27)

(0.19)

(0.12)

(0.05)

0.03

0.10

(5.0)

(0.25)

(0.18)

(0.10)

(0.03)

0.04

0.12

--

(0.24)

(0.16)

(0.09)

(0.01)

0.06

0.13

5.0

(0.22)

(0.14)

(0.07)

0.01

0.08

0.15

10.0

(0.21)

(0.13)

(0.05)

0.02

0.10

0.17

15.0

(0.19)

(0.11)

(0.03)

0.04

0.12

0.19

Breakeven

Yield

(1)

7.3%

7.6%

7.8%

8.1%

8.3%

8.6%

CMLP 2016E Distribution/LP Unit Accretion/(Dilution) -

$

Implied Exchange Ratio/ Offer Price per CMLP Unit/Premium to 20-Day VWAP/

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.26)

--

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.39)

($0.31)

($0.23)

($0.15)

($0.08)

($0.00)

(10.0)

(0.37)

(0.29)

(0.21)

(0.13)

(0.06)

0.02

(5.0)

(0.36)

(0.27)

(0.19)

(0.12)

(0.04)

0.04

--

(0.34)

(0.18)

(0.10)

(0.02)

0.05

5.0

(0.32)

(0.24)

(0.16)

(0.08)

(0.00)

0.07

10.0

(0.31)

(0.23)

(0.14)

(0.06)

0.01

0.09

15.0

(0.29)

(0.21)

(0.13)

(0.05)

0.03

0.11

Breakeven

Yield

(1)

7.1%

7.3%

7.6%

7.8%

8.0%

8.3%

CMLP 2017E Distribution/LP Unit Accretion/(Dilution) -

$

Implied Exchange Ratio/ Offer Price per CMLP Unit/Premium to 20-Day VWAP/

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.44)

--

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.57)

($0.48)

($0.40)

($0.32)

($0.24)

($0.17)

(10.0)

(0.55)

(0.47)

(0.39)

(0.31)

(0.23)

(0.15)

(5.0)

(0.54)

(0.45)

(0.37)

(0.29)

(0.21)

(0.13)

--

(0.52)

(0.44)

(0.36)

(0.27)

(0.19)

(0.12)

5.0

(0.51)

(0.42)

(0.34)

(0.26)

(0.18)

(0.10)

10.0

(0.49)

(0.41)

(0.32)

(0.24)

(0.16)

(0.08)

15.0

(0.48)

(0.39)

(0.31)

(0.23)

(0.14)

(0.06)

Breakeven

Yield

(1)

6.6%

6.9%

7.1%

7.3%

7.6%

7.8%

(0.26)

Confidential

DRAFT

123

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

Potential CMLP Unit Price Impact:

Distribution / LP Unit - Standalone

$0.52

$0.53

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.1%

8.1%

8.1%

8.1%

8.1%

8.1%

8.1%

CMLP Standalone Projected Unit Price - Current Yield

$25.64

$26.14

$25.52

$26.52

$29.17

$32.09

$35.30

Standalone Projected Yield - CMLP Management Financial Projections

8.0%

7.5%

7.5%

7.5%

7.5%

7.5%

7.5%

CMLP Standalone Unit Price - CMLP Management Financial Projections

$26.00

$28.27

$27.60

$28.68

$31.55

$34.70

$38.18

Distribution / LP Unit - Pro Forma

$0.46

$0.46

$1.94

$2.00

$2.21

$2.34

$2.42

NRGM Current Yield

6.5%

6.5%

6.5%

6.5%

6.5%

6.5%

6.5%

CMLP Implied Pro Forma Unit Price

$28.36

$28.36

$29.93

$30.85

$34.05

$36.21

$37.44

CMLP Standalone Unit Price - Current Yield

$25.64

$26.14

$25.52

$26.52

$29.17

$32.09

$35.30

CMLP Implied Pro Forma Unit Price

$28.36

$28.36

$29.93

$30.85

$34.05

$36.21

$37.44

Per Unit Value Accretion / (Dilution) - $

$2.72

$2.22

$4.41

$4.33

$4.88

$4.12

$2.14

Per Unit Value Accretion / (Dilution) - %

10.6%

8.5%

17.3%

16.3%

16.7%

12.8%

6.1%

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

7.2%

7.0%

7.6%

7.5%

7.6%

7.3%

6.9%

CMLP Standalone Unit Price - CMLP Management Financial Projections

$26.00

$28.27

$27.60

$28.68

$31.55

$34.70

$38.18

CMLP Implied Pro Forma Unit Price

$28.36

$28.36

$29.93

$30.85

$34.05

$36.21

$37.44

Per Unit Value Accretion / (Dilution) - $

$2.36

$0.09

$2.33

$2.16

$2.50

$1.50

($0.73)

Per Unit Value Accretion / (Dilution) - %

9.1%

0.3%

8.5%

7.5%

7.9%

4.3%

(1.9%)

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

7.1%

6.5%

7.0%

7.0%

7.0%

6.8%

6.4%

Potential CMLP Unit Price Impact

Confidential

DRAFT

Summary Pro Forma Impact

124

MLP Yield Determinants

The following charts set forth the yield for all MLPs excluding variable rate and upstream MLPs relative to: (i) near-term distribution

growth; (ii) long-term distribution growth; (iii) size, as reflected by equity market capitalization; (iv) distribution coverage and

diversification as measured by the number of business lines in which each MLP participates

Long-Term Distribution Growth

Size

Near-Term Distribution Growth

Diversification

Distribution Coverage

Confidential

DRAFT

Summary Pro Forma Impact

125

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

MPLX LP

$2,932.0

2.7%

19.7%

16.5%

1.14x

Tesoro Logistics LP

2,620.6

3.5%

19.5%

15.7%

1.10x

Seadrill Partners LLC

1,269.4

5.6%

18.2%

0.0%

1.10x

Blueknight Energy Partners, L.P.

481.9

5.1%

16.2%

15.4%

1.06x

Sunoco Logistics Partners, L.P.

6,805.0

3.4%

15.3%

10.1%

1.45x

Rose Rock Midstream, L.P.

849.5

4.2%

14.8%

0.0%

1.10x

Access Midstream Partners, L.P.

7,941.9

4.4%

14.7%

11.5%

1.23x

Western Gas Partners, LP

6,289.4

3.7%

14.7%

12.4%

1.10x

Oiltanking Partners, L.P.

2,004.9

3.1%

13.7%

0.0%

1.15x

Susser Petroleum Partners LP

689.0

5.6%

13.7%

10.9%

1.45x

EQT Midstream Partners, LP

1,459.7

3.4%

13.1%

17.3%

1.29x

Atlas Pipeline Partners, L.P.

2,383.4

6.4%

12.9%

9.1%

1.15x

NGL Energy Partners LP

1,621.4

6.3%

12.3%

10.1%

1.50x

Inergy, L.P.

2,878.5

5.3%

12.2%

0.0%

1.34x

Pro Forma NRGM

3,716.1

TBD

12.0%

9.5%

1.03x

Magellan Midstream Partners, L.P.

12,281.5

3.7%

11.1%

11.4%

1.20x

Genesis Energy, L.P.

4,230.6

4.0%

10.6%

9.0%

1.20x

MarkWest Energy Partners, L.P.

9,270.4

5.3%

10.5%

9.7%

1.23x

Targa Resources Partners LP

4,848.5

5.8%

10.4%

8.7%

1.25x

Hi-Crush Partners LP

522.2

9.9%

10.4%

0.0%

0.82x

Calumet Specialty Products Partners, L.P.

2,628.6

6.9%

9.9%

6.0%

1.43x

Delek Logistics Partners, LP

720.0

5.1%

8.7%

12.1%

1.24x

Plains All American Pipeline, L.P.

19,723.2

3.9%

8.7%

8.4%

1.03x

Inergy Midstream, L.P.

2,096.0

6.5%

8.7%

0.0%

1.10x

Crosstex Energy, L.P.

1,802.2

7.0%

8.6%

6.2%

1.30x

Summit Midstream Partners, LP

1,351.5

6.0%

8.0%

8.0%

1.20x

ONEOK Partners, L.P.

12,267.1

5.2%

8.0%

11.1%

1.12x

Copano Energy, L.L.C.

3,229.4

5.6%

7.9%

6.1%

1.19x

DCP Midstream Partners, LP

2,936.8

5.8%

7.9%

7.7%

1.19x

TransMontaigne Partners L.P.

716.6

5.3%

7.5%

0.0%

1.30x

Global Partners LP

993.6

6.4%

7.5%

0.0%

1.32x

Williams Partners L.P.

22,545.5

6.2%

7.3%

5.9%

1.00x

Alliance Resource Partners, L.P.

2,523.3

6.6%

7.3%

5.4%

1.30x

Lehigh Gas Partners LP

362.9

7.4%

6.8%

0.0%

1.20x

USA Compression Partners, LP

628.9

8.0%

6.5%

7.0%

1.15x

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

Holly Energy Partners, L.P.

$1,154.5

4.7%

6.4%

0.0%

1.03x

Enterprise Products Partners L.P.

55,545.6

4.3%

6.2%

6.9%

1.18x

Compressco Partners LP

380.4

7.0%

5.9%

0.0%

1.29x

Kinder Morgan Energy Partners, L.P.

34,775.3

5.7%

5.9%

4.4%

1.01x

Energy Transfer Partners, L.P.

14,986.5

7.3%

5.6%

0.0%

1.04x

El Paso Pipeline Partners, L.P.

9,483.7

5.7%

5.1%

4.4%

1.06x

SunCoke Energy Partners, L.P.

670.4

7.9%

4.8%

10.1%

1.15x

Spectra Energy Partners, LP

4,153.3

5.2%

4.7%

5.6%

1.16x

Teekay Offshore Partners

2,302.7

6.7%

4.7%

6.3%

1.14x

Eagle Rock Energy Partners, L.P.

1,503.8

8.6%

4.5%

3.3%

1.38x

Amerigas Partners, L.P.

4,224.1

7.2%

4.4%

4.2%

1.41x

Teekay LNG Partners L.P.

2,945.9

6.5%

4.0%

4.1%

1.20x

Crestwood Midstream Partners LP

1,535.9

8.1%

3.9%

4.3%

1.02x

Exterran Partners, L.P.

1,216.9

7.3%

3.8%

2.9%

1.29x

Regency Energy Partners LP

5,450.8

6.9%

3.7%

4.7%

1.06x

Buckeye Partners, L.P.

6,601.1

6.6%

2.9%

2.7%

1.03x

Suburban Propane Partners, L.P.

2,779.8

7.2%

2.8%

2.8%

1.06x

Enbridge Energy Partners, L.P.

9,500.3

7.3%

2.3%

3.1%

1.00x

PVR Partners, L.P.

3,196.9

8.8%

2.2%

1.0%

1.10x

Southcross Energy Partners, L.P.

526.8

7.6%

2.2%

6.3%

1.15x

TC PipeLines, LP

2,631.1

6.5%

2.1%

2.2%

1.25x

Boardwalk Pipeline Partners, LP

7,143.1

7.0%

1.4%

2.4%

1.04x

PAA Natural Gas Storage, L.P.

1,634.7

6.3%

1.0%

1.5%

1.08x

Golar LNG Partners LP

1,866.1

6.2%

1.0%

0.0%

1.10x

Martin Midstream Partners L.P.

1,114.2

7.5%

0.6%

2.3%

1.01x

Niska Gas Storage Partners LLC

526.4

9.4%

0.3%

3.8%

1.36x

NuStar Energy LP

4,042.1

8.6%

0.2%

1.1%

0.79x

Cheniere Energy Partners, L.P.

7,437.7

6.2%

0.0%

0.0%

1.04x

Natural Resource Partners L.P.

2,538.3

9.2%

0.0%

2.9%

0.97x

Rhino Resource Partners LP

407.3

12.4%

0.0%

0.0%

1.40x

Ferrellgas Partners, L.P.

1,618.0

10.0%

0.0%

0.0%

1.02x

Capital Products Partners L.P.

760.9

10.6%

0.0%

0.0%

1.20x

Navios Maritime Partners

985.0

11.8%

0.0%

0.0%

1.25x

American Midstream Partners, LP

170.4

9.5%

0.0%

3.8%

1.05x

Stonemor Partners L.P.

577.9

8.8%

0.0%

0.0%

1.07x

R**=

0.5230

2

Confidential

DRAFT

Summary Pro Forma Impact

126

MLPs*by*Long-Term*Distribution*Growth*(3-Year*IBES*Consensus)

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

EQT Midstream Partners, LP

$1,459.7

3.4%

13.1%

17.3%

1.29x

MPLX LP

2,932.0

2.7%

19.7%

16.5%

1.14x

Tesoro Logistics LP

2,620.6

3.5%

19.5%

15.7%

1.10x

Blueknight Energy Partners, L.P.

481.9

5.1%

16.2%

15.4%

1.06x

Western Gas Partners, LP

6,289.4

3.7%

14.7%

12.4%

1.10x

Delek Logistics Partners, LP

720.0

5.1%

8.7%

12.1%

1.24x

Access Midstream Partners, L.P.

7,941.9

4.4%

14.7%

11.5%

1.23x

Magellan Midstream Partners, L.P.

12,281.5

3.7%

11.1%

11.4%

1.20x

ONEOK Partners, L.P.

12,267.1

5.2%

8.0%

11.1%

1.12x

Susser Petroleum Partners LP

689.0

5.6%

13.7%

10.9%

1.45x

Sunoco Logistics Partners, L.P.

6,805.0

3.4%

15.3%

10.1%

1.45x

NGL Energy Partners LP

1,621.4

6.3%

12.3%

10.1%

1.50x

SunCoke Energy Partners, L.P.

670.4

7.9%

4.8%

10.1%

1.15x

MarkWest Energy Partners, L.P.

9,270.4

5.3%

10.5%

9.7%

1.23x

Pro Forma NRGM

3,716.1

TBD

12.0%

9.5%

1.03x

Atlas Pipeline Partners, L.P.

2,383.4

6.4%

12.9%

9.1%

1.15x

Genesis Energy, L.P.

4,230.6

4.0%

10.6%

9.0%

1.20x

Targa Resources Partners LP

4,848.5

5.8%

10.4%

8.7%

1.25x

Plains All American Pipeline, L.P.

19,723.2

3.9%

8.7%

8.4%

1.03x

Summit Midstream Partners, LP

1,351.5

6.0%

8.0%

8.0%

1.20x

DCP Midstream Partners, LP

2,936.8

5.8%

7.9%

7.7%

1.19x

USA Compression Partners, LP

628.9

8.0%

6.5%

7.0%

1.15x

Enterprise Products Partners L.P.

55,545.6

4.3%

6.2%

6.9%

1.18x

Southcross Energy Partners, L.P.

526.8

7.6%

2.2%

6.3%

1.15x

Teekay Offshore Partners

2,302.7

6.7%

4.7%

6.3%

1.14x

Crosstex Energy, L.P.

1,802.2

7.0%

8.6%

6.2%

1.30x

Copano Energy, L.L.C.

3,229.4

5.6%

7.9%

6.1%

1.19x

Calumet Specialty Products Partners, L.P.

2,628.6

6.9%

9.9%

6.0%

1.43x

Williams Partners L.P.

22,545.5

6.2%

7.3%

5.9%

1.00x

Spectra Energy Partners, LP

4,153.3

5.2%

4.7%

5.6%

1.16x

Alliance Resource Partners, L.P.

2,523.3

6.6%

7.3%

5.4%

1.30x

Regency Energy Partners LP

5,450.8

6.9%

3.7%

4.7%

1.06x

Kinder Morgan Energy Partners, L.P.

34,775.3

5.7%

5.9%

4.4%

1.01x

El Paso Pipeline Partners, L.P.

9,483.7

5.7%

5.1%

4.4%

1.06x

Crestwood Midstream Partners LP

1,535.9

8.1%

3.9%

4.3%

1.02x

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

Amerigas Partners, L.P.

$4,224.1

7.2%

4.4%

4.2%

1.41x

Teekay LNG Partners L.P.

2,945.9

6.5%

4.0%

4.1%

1.20x

Niska Gas Storage Partners LLC

526.4

9.4%

0.3%

3.8%

1.36x

American Midstream Partners, LP

170.4

9.5%

0.0%

3.8%

1.05x

Eagle Rock Energy Partners, L.P.

1,503.8

8.6%

4.5%

3.3%

1.38x

Enbridge Energy Partners, L.P.

9,500.3

7.3%

2.3%

3.1%

1.00x

Natural Resource Partners L.P.

2,538.3

9.2%

0.0%

2.9%

0.97x

Exterran Partners, L.P.

1,216.9

7.3%

3.8%

2.9%

1.29x

Suburban Propane Partners, L.P.

2,779.8

7.2%

2.8%

2.8%

1.06x

Buckeye Partners, L.P.

6,601.1

6.6%

2.9%

2.7%

1.03x

Boardwalk Pipeline Partners, LP

7,143.1

7.0%

1.4%

2.4%

1.04x

Martin Midstream Partners L.P.

1,114.2

7.5%

0.6%

2.3%

1.01x

TC PipeLines, LP

2,631.1

6.5%

2.1%

2.2%

1.25x

PAA Natural Gas Storage, L.P.

1,634.7

6.3%

1.0%

1.5%

1.08x

NuStar Energy LP

4,042.1

8.6%

0.2%

1.1%

0.79x

PVR Partners, L.P.

3,196.9

8.8%

2.2%

1.0%

1.10x

Cheniere Energy Partners, L.P.

7,437.7

6.2%

0.0%

0.0%

1.04x

Compressco Partners LP

380.4

7.0%

5.9%

0.0%

1.29x

Energy Transfer Partners, L.P.

14,986.5

7.3%

5.6%

0.0%

1.04x

Global Partners LP

993.6

6.4%

7.5%

0.0%

1.32x

Holly Energy Partners, L.P.

1,154.5

4.7%

6.4%

0.0%

1.03x

Inergy Midstream, L.P.

2,096.0

6.5%

8.7%

0.0%

1.10x

Lehigh Gas Partners LP

362.9

7.4%

6.8%

0.0%

1.20x

Rose Rock Midstream, L.P.

849.5

4.2%

14.8%

0.0%

1.10x

TransMontaigne Partners L.P.

716.6

5.3%

7.5%

0.0%

1.30x

Rhino Resource Partners LP

407.3

12.4%

0.0%

0.0%

1.40x

Ferrellgas Partners, L.P.

1,618.0

10.0%

0.0%

0.0%

1.02x

Hi-Crush Partners LP

522.2

9.9%

10.4%

0.0%

0.82x

Inergy, L.P.

2,878.5

5.3%

12.2%

0.0%

1.34x

Seadrill Partners LLC

1,269.4

5.6%

18.2%

0.0%

1.10x

Capital Products Partners L.P.

760.9

10.6%

0.0%

0.0%

1.20x

Golar LNG Partners LP

1,866.1

6.2%

1.0%

0.0%

1.10x

Navios Maritime Partners

985.0

11.8%

0.0%

0.0%

1.25x

Oiltanking Partners, L.P.

2,004.9

3.1%

13.7%

0.0%

1.15x

Stonemor Partners L.P.

577.9

8.8%

0.0%

0.0%

1.07x

R**= 0.5344

2

($ in millions)

Confidential

DRAFT

Summary Pro Forma Impact

127

MLPs*by*Equity*Value*–*As*of*April*19,*2013

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

Enterprise Products Partners L.P.

$55,545.6

4.3%

6.2%

6.9%

1.18x

Kinder Morgan Energy Partners, L.P.

34,775.3

5.7%

5.9%

4.4%

1.01x

Williams Partners L.P.

22,545.5

6.2%

7.3%

5.9%

1.00x

Plains All American Pipeline, L.P.

19,723.2

3.9%

8.7%

8.4%

1.03x

Energy Transfer Partners, L.P.

14,986.5

7.3%

5.6%

0.0%

1.04x

Magellan Midstream Partners, L.P.

12,281.5

3.7%

11.1%

11.4%

1.20x

ONEOK Partners, L.P.

12,267.1

5.2%

8.0%

11.1%

1.12x

Enbridge Energy Partners, L.P.

9,500.3

7.3%

2.3%

3.1%

1.00x

El Paso Pipeline Partners, L.P.

9,483.7

5.7%

5.1%

4.4%

1.06x

MarkWest Energy Partners, L.P.

9,270.4

5.3%

10.5%

9.7%

1.23x

Access Midstream Partners, L.P.

7,941.9

4.4%

14.7%

11.5%

1.23x

Cheniere Energy Partners, L.P.

7,437.7

6.2%

0.0%

0.0%

1.04x

Boardwalk Pipeline Partners, LP

7,143.1

7.0%

1.4%

2.4%

1.04x

Sunoco Logistics Partners, L.P.

6,805.0

3.4%

15.3%

10.1%

1.45x

Buckeye Partners, L.P.

6,601.1

6.6%

2.9%

2.7%

1.03x

Western Gas Partners, LP

6,289.4

3.7%

14.7%

12.4%

1.10x

Regency Energy Partners LP

5,450.8

6.9%

3.7%

4.7%

1.06x

Targa Resources Partners LP

4,848.5

5.8%

10.4%

8.7%

1.25x

Genesis Energy, L.P.

4,230.6

4.0%

10.6%

9.0%

1.20x

Amerigas Partners, L.P.

4,224.1

7.2%

4.4%

4.2%

1.41x

Spectra Energy Partners, LP

4,153.3

5.2%

4.7%

5.6%

1.16x

NuStar Energy LP

4,042.1

8.6%

0.2%

1.1%

0.79x

Pro Forma NRGM

3,716.1

TBD

12.0%

9.5%

1.03x

Copano Energy, L.L.C.

3,229.4

5.6%

7.9%

6.1%

1.19x

PVR Partners, L.P.

3,196.9

8.8%

2.2%

1.0%

1.10x

Teekay LNG Partners L.P.

2,945.9

6.5%

4.0%

4.1%

1.20x

DCP Midstream Partners, LP

2,936.8

5.8%

7.9%

7.7%

1.19x

MPLX LP

2,932.0

2.7%

19.7%

16.5%

1.14x

Inergy, L.P.

2,878.5

5.3%

12.2%

0.0%

1.34x

Suburban Propane Partners, L.P.

2,779.8

7.2%

2.8%

2.8%

1.06x

TC PipeLines, LP

2,631.1

6.5%

2.1%

2.2%

1.25x

Calumet Specialty Products Partners, L.P.

2,628.6

6.9%

9.9%

6.0%

1.43x

Tesoro Logistics LP

2,620.6

3.5%

19.5%

15.7%

1.10x

Natural Resource Partners L.P.

2,538.3

9.2%

0.0%

2.9%

0.97x

Alliance Resource Partners, L.P.

2,523.3

6.6%

7.3%

5.4%

1.30x

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

Atlas Pipeline Partners, L.P.

$2,383.4

6.4%

12.9%

9.1%

1.15x

Teekay Offshore Partners

2,302.7

6.7%

4.7%

6.3%

1.14x

Inergy Midstream, L.P.

2,096.0

6.5%

8.7%

0.0%

1.10x

Oiltanking Partners, L.P.

2,004.9

3.1%

13.7%

0.0%

1.15x

Golar LNG Partners LP

1,866.1

6.2%

1.0%

0.0%

1.10x

Crosstex Energy, L.P.

1,802.2

7.0%

8.6%

6.2%

1.30x

PAA Natural Gas Storage, L.P.

1,634.7

6.3%

1.0%

1.5%

1.08x

NGL Energy Partners LP

1,621.4

6.3%

12.3%

10.1%

1.50x

Ferrellgas Partners, L.P.

1,618.0

10.0%

0.0%

0.0%

1.02x

Crestwood Midstream Partners LP

1,535.9

8.1%

3.9%

4.3%

1.02x

Eagle Rock Energy Partners, L.P.

1,503.8

8.6%

4.5%

3.3%

1.38x

EQT Midstream Partners, LP

1,459.7

3.4%

13.1%

17.3%

1.29x

Summit Midstream Partners, LP

1,351.5

6.0%

8.0%

8.0%

1.20x

Seadrill Partners LLC

1,269.4

5.6%

18.2%

0.0%

1.10x

Exterran Partners, L.P.

1,216.9

7.3%

3.8%

2.9%

1.29x

Holly Energy Partners, L.P.

1,154.5

4.7%

6.4%

0.0%

1.03x

Martin Midstream Partners L.P.

1,114.2

7.5%

0.6%

2.3%

1.01x

Global Partners LP

993.6

6.4%

7.5%

0.0%

1.32x

Navios Maritime Partners

985.0

11.8%

0.0%

0.0%

1.25x

Rose Rock Midstream, L.P.

849.5

4.2%

14.8%

0.0%

1.10x

Capital Products Partners L.P.

760.9

10.6%

0.0%

0.0%

1.20x

Delek Logistics Partners, LP

720.0

5.1%

8.7%

12.1%

1.24x

TransMontaigne Partners L.P.

716.6

5.3%

7.5%

0.0%

1.30x

Susser Petroleum Partners LP

689.0

5.6%

13.7%

10.9%

1.45x

SunCoke Energy Partners, L.P.

670.4

7.9%

4.8%

10.1%

1.15x

USA Compression Partners, LP

628.9

8.0%

6.5%

7.0%

1.15x

Stonemor Partners L.P.

577.9

8.8%

0.0%

0.0%

1.07x

Southcross Energy Partners, L.P.

526.8

7.6%

2.2%

6.3%

1.15x

Niska Gas Storage Partners LLC

526.4

9.4%

0.3%

3.8%

1.36x

Hi-Crush Partners LP

522.2

9.9%

10.4%

0.0%

0.82x

Blueknight Energy Partners, L.P.

481.9

5.1%

16.2%

15.4%

1.06x

Rhino Resource Partners LP

407.3

12.4%

0.0%

0.0%

1.40x

Compressco Partners LP

380.4

7.0%

5.9%

0.0%

1.29x

Lehigh Gas Partners LP

362.9

7.4%

6.8%

0.0%

1.20x

American Midstream Partners, LP

170.4

9.5%

0.0%

3.8%

1.05x

R**= 0.0726

2

($ in millions)

Confidential

DRAFT

Summary Pro Forma Impact

128

MLPs*by*2013E *Distribution*Coverage

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

NGL Energy Partners LP

$1,621.4

6.3%

12.3%

10.1%

1.50x

Sunoco Logistics Partners, L.P.

6,805.0

3.4%

15.3%

10.1%

1.45x

Susser Petroleum Partners LP

689.0

5.6%

13.7%

10.9%

1.45x

Calumet Specialty Products Partners, L.P.

2,628.6

6.9%

9.9%

6.0%

1.43x

Amerigas Partners, L.P.

4,224.1

7.2%

4.4%

4.2%

1.41x

Rhino Resource Partners LP

407.3

12.4%

0.0%

0.0%

1.40x

Eagle Rock Energy Partners, L.P.

1,503.8

8.6%

4.5%

3.3%

1.38x

Niska Gas Storage Partners LLC

526.4

9.4%

0.3%

3.8%

1.36x

Inergy, L.P.

2,878.5

5.3%

12.2%

0.0%

1.34x

Global Partners LP

993.6

6.4%

7.5%

0.0%

1.32x

Crosstex Energy, L.P.

1,802.2

7.0%

8.6%

6.2%

1.30x

TransMontaigne Partners L.P.

716.6

5.3%

7.5%

0.0%

1.30x

Alliance Resource Partners, L.P.

2,523.3

6.6%

7.3%

5.4%

1.30x

Exterran Partners, L.P.

1,216.9

7.3%

3.8%

2.9%

1.29x

Compressco Partners LP

380.4

7.0%

5.9%

0.0%

1.29x

EQT Midstream Partners, LP

1,459.7

3.4%

13.1%

17.3%

1.29x

Targa Resources Partners LP

4,848.5

5.8%

10.4%

8.7%

1.25x

TC PipeLines, LP

2,631.1

6.5%

2.1%

2.2%

1.25x

Navios Maritime Partners

985.0

11.8%

0.0%

0.0%

1.25x

Delek Logistics Partners, LP

720.0

5.1%

8.7%

12.1%

1.24x

Access Midstream Partners, L.P.

7,941.9

4.4%

14.7%

11.5%

1.23x

MarkWest Energy Partners, L.P.

9,270.4

5.3%

10.5%

9.7%

1.23x

Genesis Energy, L.P.

4,230.6

4.0%

10.6%

9.0%

1.20x

Lehigh Gas Partners LP

362.9

7.4%

6.8%

0.0%

1.20x

Magellan Midstream Partners, L.P.

12,281.5

3.7%

11.1%

11.4%

1.20x

Summit Midstream Partners, LP

1,351.5

6.0%

8.0%

8.0%

1.20x

Capital Products Partners L.P.

760.9

10.6%

0.0%

0.0%

1.20x

Teekay LNG Partners L.P.

2,945.9

6.5%

4.0%

4.1%

1.20x

Copano Energy, L.L.C.

3,229.4

5.6%

7.9%

6.1%

1.19x

DCP Midstream Partners, LP

2,936.8

5.8%

7.9%

7.7%

1.19x

Enterprise Products Partners L.P.

55,545.6

4.3%

6.2%

6.9%

1.18x

Spectra Energy Partners, LP

4,153.3

5.2%

4.7%

5.6%

1.16x

Atlas Pipeline Partners, L.P.

2,383.4

6.4%

12.9%

9.1%

1.15x

Southcross Energy Partners, L.P.

526.8

7.6%

2.2%

6.3%

1.15x

SunCoke Energy Partners, L.P.

670.4

7.9%

4.8%

10.1%

1.15x

Current

Near Term

Long Term

2013E

Equity

Distribution

Distribution

Distribution

Distribution

Partnership

Value

Yield

Growth

Growth

Coverage

Oiltanking Partners, L.P.

$2,004.9

3.1%

13.7%

0.0%

1.15x

USA Compression Partners, LP

628.9

8.0%

6.5%

7.0%

1.15x

MPLX LP

2,932.0

2.7%

19.7%

16.5%

1.14x

Teekay Offshore Partners

2,302.7

6.7%

4.7%

6.3%

1.14x

ONEOK Partners, L.P.

12,267.1

5.2%

8.0%

11.1%

1.12x

Inergy Midstream, L.P.

2,096.0

6.5%

8.7%

0.0%

1.10x

Rose Rock Midstream, L.P.

849.5

4.2%

14.8%

0.0%

1.10x

Tesoro Logistics LP

2,620.6

3.5%

19.5%

15.7%

1.10x

Western Gas Partners, LP

6,289.4

3.7%

14.7%

12.4%

1.10x

PVR Partners, L.P.

3,196.9

8.8%

2.2%

1.0%

1.10x

Seadrill Partners LLC

1,269.4

5.6%

18.2%

0.0%

1.10x

Golar LNG Partners LP

1,866.1

6.2%

1.0%

0.0%

1.10x

PAA Natural Gas Storage, L.P.

1,634.7

6.3%

1.0%

1.5%

1.08x

Stonemor Partners L.P.

577.9

8.8%

0.0%

0.0%

1.07x

Blueknight Energy Partners, L.P.

481.9

5.1%

16.2%

15.4%

1.06x

El Paso Pipeline Partners, L.P.

9,483.7

5.7%

5.1%

4.4%

1.06x

Regency Energy Partners LP

5,450.8

6.9%

3.7%

4.7%

1.06x

Suburban Propane Partners, L.P.

2,779.8

7.2%

2.8%

2.8%

1.06x

American Midstream Partners, LP

170.4

9.5%

0.0%

3.8%

1.05x

Energy Transfer Partners, L.P.

14,986.5

7.3%

5.6%

0.0%

1.04x

Boardwalk Pipeline Partners, LP

7,143.1

7.0%

1.4%

2.4%

1.04x

Cheniere Energy Partners, L.P.

7,437.7

6.2%

0.0%

0.0%

1.04x

Pro Forma NRGM

3,716.1

TBD

12.0%

9.5%

1.03x

Buckeye Partners, L.P.

6,601.1

6.6%

2.9%

2.7%

1.03x

Holly Energy Partners, L.P.

1,154.5

4.7%

6.4%

0.0%

1.03x

Plains All American Pipeline, L.P.

19,723.2

3.9%

8.7%

8.4%

1.03x

Crestwood Midstream Partners LP

1,535.9

8.1%

3.9%

4.3%

1.02x

Ferrellgas Partners, L.P.

1,618.0

10.0%

0.0%

0.0%

1.02x

Kinder Morgan Energy Partners, L.P.

34,775.3

5.7%

5.9%

4.4%

1.01x

Martin Midstream Partners L.P.

1,114.2

7.5%

0.6%

2.3%

1.01x

Enbridge Energy Partners, L.P.

9,500.3

7.3%

2.3%

3.1%

1.00x

Williams Partners L.P.

22,545.5

6.2%

7.3%

5.9%

1.00x

Natural Resource Partners L.P.

2,538.3

9.2%

0.0%

2.9%

0.97x

Hi-Crush Partners LP

522.2

9.9%

10.4%

0.0%

0.82x

NuStar Energy LP

4,042.1

8.6%

0.2%

1.1%

0.79x

R**= 0.0072

2

($ in millions)

Confidential

DRAFT

Summary Pro Forma Impact

129

MLPs*by*Diversification*(Number*of*Business*Lines)

Confidential

DRAFT

Assumptions –

Downside Financial Projections

130

Summary Pro Forma Impact

Evercore analyzed the pro forma impact to NRGM unitholders and CMLP unitholders from the Proposed Transaction, utilizing the

CMLP Downside Financial Projections and the NRGM Downside Financial Projections previously reviewed herein

–

NRGM acquires CMLP assuming a 5.0% premium to CMLP’s 20-Day VWAP of $24.42 as of April 25, 2013, or $25.64 per

unit, plus $0.41 in cash for a total value of $26.06 per CMLP unit, representing a total enterprise value of $2.4 billion or 11.0x

2014E EBITDA

–

CMLP’s projected total debt outstanding of $787.4 million as of July 1, 2013 assumed by NRGM, without triggering change

of control provisions

–

Assumes one-time change of control payments to NRGM management of $10.0 million and one-time integration expenses of

$15.0 million are funded with borrowings from NRGM’s existing revolver

–

Assumes a total distribution coverage equal to NRGM’s standalone distribution coverage pro forma for the Proposed

Transaction

–

Assumes NRGM and CMLP (excluding CMM) growth capital expenditures are funded 50.0% with equity issued to the public

at an all-in discount of 8.0% to the then-current projected unit price assuming NRGM’s current yield of 6.48%

–

Transaction fees and expenses of $20.0 million are funded with borrowings on NRGM’s existing revolver

–

Assumes $10.0 million and $15.0 million of annual synergies in 2013E and 2014E, respectively, and $20.0 million of annual

synergies in each of 2015E, 2016E and 2017E

–

Evercore analyzed the pro forma impact to distributable cash flow per current CMLP unit and distribution per current CMLP

unit utilizing sensitivities related to: (i) incremental EBITDA at NRGM pro forma for the Proposed Transaction (in excess of

the annual synergies previously reviewed herein) ranging from ($15.0) to $15.0 million and (ii) an offer price premium to

CMLP’s 20-Day VWAP ranging between 0.0% and 25.0%

–

Evercore also analyzed the pro forma NRGM yield necessary for the CMLP implied pro forma projected price to equal the

CMLP standalone projected price based on CMLP’s current yield utilizing sensitivities related to an offer price premium to

CMLP’s 20-Day VWAP ranging between 0.0% and 25.0% per unit

Transaction assumed to be financed with NRGM common equity issued directly to CMLP common unitholders

and the $25.0 million of cash consideration financed with borrowings from NRGM’s existing revolver

Implies a 1.089x NRGM/CMLP exchange ratio, assuming NRGM’s 20-Day VWAP of $23.55

CMM growth capital expenditures are funded 100.0% with borrowings on CMM’s revolving credit facility

Confidential

DRAFT

Transaction Economics –

Downside Financial Projections

131

Summary Pro Forma Impact

Sources and Uses

Transaction Economics

Net NRGM Equity Issued

$1,545.8

Cash Consideration

25.0

Equity Value

$1,570.8

CMLP Net Debt Assumed as of July 1, 2013

787.4

Transaction Enterprise Value

$2,358.2

Assumed Annual Synergies:

2013E Annual Synergies

$10.0

2014E Annual Synergies

15.0

2015E Annual Synergies

20.0

CMLP Enterprise Value as a Multiple of:

Data

Multiple

2013E EBITDA

$173.3

13.6x

2014E EBITDA

186.1

12.7

2015E EBITDA

205.0

11.5

2013E EBITDA + Synergies

$183.3

12.9x

2014E EBITDA + Synergies

201.1

11.7

2015E EBITDA + Synergies

225.0

10.5

CMLP Equity Value as a Multiple of:

Data

Multiple

2013E DCF

$124.8

12.6x

2014E DCF

135.6

11.6

2015E DCF

144.6

10.9

2013E DCF + Synergies

$134.8

11.7x

2014E DCF + Synergies

150.6

10.4

2015E DCF + Synergies

164.6

9.5

CMLP 20-Day VWAP

$24.42

Offer Premium to CMLP's 20-Day VWAP

5.0%

Offer Price

$25.64

NRGM 20-Day VWAP

23.55

CMLP / NRGM Exchange Ratio

1.09x

Value of Equity Consideration

$25.64

Value of Cash Consideration

0.41

Total Consideration per CMLP Unit

$26.06

Consideration per CMLP Unit

(1) Includes 6,516,776 common units from the conversion of the Class D Units outstanding as of July 1, 2013

CMLP LP Units Outstanding

(1)

60.3

Assumed LP Unit Price @ 5.0% Premium to $24.42

$25.64

Acquired LP Equity Value

$1,545.8

Plus: Transaction Fees

20.0

Plus: One-Time Integration Expenses

15.0

Plus: Management Change of Control Payments

10.0

Plus: Cash Consideration

25.0

Less: Funding on NRGM Revolver

(70.0)

Net NRGM Equity Issued

$1,545.8

Net NRGM LP Equity Issued

$1,545.8

NRGM 20-Day VWAP

$23.55

New NRGM LP Units Issued

65.6

CMLP Pro Forma Ownership of NRGM

43.3%

($ in millions, except per unit amounts)

Confidential

DRAFT

Proposed Transaction –

Downside Financial Projections

($ in millions, except per unit amounts)

132

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

CAGR

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

NRGM Adjusted EBITDA

$42.4

$43.9

$47.1

$53.3

$186.7

$211.8

$214.3

$206.4

$195.3

CMLP Adjusted EBITDA

--

--

45.2

45.9

91.1

186.1

205.0

221.4

234.6

Synergies

--

--

5.0

5.0

10.0

15.0

20.0

20.0

20.0

Adjusted EBITDA

$42.4

$43.9

$97.3

$104.3

$287.8

$412.9

$439.3

$447.9

$449.9

2.9%

Less: NRGM Maintenance Capital Expenditures

(1.3)

(1.6)

(1.0)

(1.6)

(5.5)

(7.3)

(7.9)

(8.3)

(8.5)

Less: CMLP Maintenance Capital Expenditures

--

--

(3.6)

(2.5)

(6.1)

(7.2)

(7.7)

(8.9)

(11.8)

Less: NRGM Interest Expense

(9.0)

(9.5)

(9.8)

(10.3)

(38.6)

(43.7)

(46.1)

(44.0)

(42.7)

Less: CMLP Interest Expense

--

--

(11.0)

(11.3)

(22.2)

(47.9)

(57.4)

(64.8)

(68.6)

Less: Incremental Interest (Expense) / Savings

--

--

(0.5)

(0.4)

(1.0)

(0.4)

0.6

8.5

9.0

NRGM - Other Income

0.4

0.5

0.0

(0.1)

0.9

0.4

2.3

0.6

(1.3)

CMLP - Other Income

--

--

0.9

1.0

1.9

4.5

4.7

4.9

5.2

Distributable Cash Flow

$32.6

$33.3

$72.4

$79.0

$217.3

$311.4

$327.8

$335.9

$331.1

2.1%

Distributable Cash Flow

Common Units - Public

$11.1

$11.2

$12.8

$13.7

$48.7

$56.0

$58.5

$64.4

$68.7

Common Units - NRGY

21.1

21.4

23.8

25.0

91.3

98.7

101.5

101.8

99.8

Common Units - CMLP

--

--

27.8

29.1

56.9

114.9

118.2

118.5

116.1

General Partner

0.4

0.7

8.1

11.2

20.4

41.7

49.5

51.3

46.5

Distributable Cash Flow

$32.6

$33.3

$72.4

$79.0

$217.3

$311.4

$327.8

$335.9

$331.1

Distributed Cash Flow

Common Units - Public

$11.7

$11.7

$12.7

$13.0

$49.0

$54.6

$57.4

$66.0

$74.7

Common Units - NRGY

22.3

22.3

23.8

23.8

92.1

96.2

99.6

104.2

108.5

Common Units - CMLP

--

--

27.7

27.7

55.3

112.1

115.9

121.4

126.3

General Partner

2.1

2.1

7.8

7.8

19.9

34.9

44.2

58.1

71.3

Distributed Cash Flow

$36.1

$36.1

$71.9

$72.2

$216.3

$297.8

$317.2

$349.7

$380.7

8.5%

Pro Forma Impact

Confidential

DRAFT

Proposed Transaction –

Downside Financial Projections (cont’d)

133

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

CAGR

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

Distributed Cash Flow

$36.1

$36.1

$71.9

$72.2

$216.3

$297.8

$317.2

$349.7

$380.7

% to GP

6.0%

6.0%

10.9%

10.9%

9.2%

11.7%

13.9%

16.6%

18.7%

GP IDRs

$2.1

$2.1

$7.8

$7.8

$19.9

$34.9

$44.2

$58.1

$71.3

26.8%

Weighted Average LP Units Outstanding

85.9

85.9

152.2

152.9

119.2

154.0

154.5

157.7

160.8

NRGM Summary:

DCF / LP Unit - Pro Forma

$0.37

$0.38

$0.42

$0.44

$1.62

$1.75

$1.80

$1.81

$1.77

0.3%

Distribution / LP Unit - Pro Forma

0.40

0.40

0.42

0.42

$1.63

$1.71

1.77

1.85

1.92

4.1%

CMLP Summary:

DCF / LP Unit - Pro Forma

$0.48

$0.49

$0.46

$0.48

$1.92

$1.91

$1.96

$1.97

$1.93

0.3%

Distribution / LP Unit - Pro Forma

$0.51

$0.51

$0.46

$0.46

$1.94

$1.86

$1.92

$2.01

$2.09

4.1%

LP Coverage

0.95x

0.96x

1.00x

1.05x

0.99x

1.03x

1.02x

0.98x

0.92x

Total Coverage

0.90

0.92

1.01

1.09

1.00

1.05

1.03

0.96

0.87

Distributable Cash Flow Surplus / (Shortfall)

($3.5)

($2.8)

$0.5

$6.8

$1.0

$13.6

$10.6

($13.7)

($49.6)

Pro Forma Impact

($ in millions, except per unit amounts)

Confidential

DRAFT

Proposed Transaction –

Downside Financial Projections (cont’d)

134

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued for CMLP Acquisition

$--

$--

$1,545.8

$--

$1,545.8

$--

$--

$--

$--

Revolver Draw for Cash Consideration

--

--

25.0

--

25.0

--

--

--

--

CMLP Net Debt Assumed

--

--

787.4

--

787.4

--

--

--

--

Revolver Draw for Transaction Fees and Expenses

--

--

70.0

--

70.0

--

--

--

--

Equity Issued for Growth Capital Expenditures

--

--

15.6

15.6

31.3

35.9

9.4

9.4

6.8

Equity Issuance in Q4 2016E

--

--

--

--

--

--

--

150.0

--

Debt Issued / (Repaid)

42.0

33.0

36.8

9.8

121.6

37.7

25.2

(102.6)

79.2

DCF Surplus / (Shortfall)

(3.5)

(2.8)

0.5

6.8

1.0

13.6

10.6

(13.7)

(49.6)

Total Sources

$38.5

$30.2

$2,481.1

$32.2

$2,582.0

$87.2

$45.3

$43.0

$36.4

Debt Issued / (Repaid), net of Surplus / (Shortfall)

$42.0

$33.0

$61.8

$9.8

$146.6

$37.7

$25.2

($102.6)

$79.2

Total Equity Issued

--

--

1,561.4

15.6

1,577.1

35.9

9.4

9.4

6.8

Uses:

CMLP Merger

$--

$--

$2,358.2

$--

$2,358.2

$--

$--

$--

$--

CMLP Transaction Fees and Expenses

--

--

70.0

--

70.0

--

--

--

--

NRGM Growth Capital Expenditures

28.8

20.6

25.0

24.5

98.9

17.2

2.0

2.0

2.0

CMLP Growth Capital Expenditures

--

--

6.3

6.8

13.1

54.5

16.8

16.8

11.7

CMM Growth Capital Expenditures

--

--

21.5

5.5

27.0

19.0

24.9

23.0

22.5

Other

9.7

9.6

0.2

(4.6)

14.8

(3.5)

1.5

1.2

0.3

Total Uses

$38.5

$30.2

$2,481.1

$32.2

$2,582.0

$87.2

$45.3

$43.0

$36.4

Pro Forma Credit Statistics

Debt / Adjusted EBITDA

4.4x

4.1x

3.9x

3.6x

3.7x

Net Debt / Adjusted EBITDA

4.4

4.1

3.9

3.6

3.7

Standalone NRGM Credit Statistics

Debt / Adjusted EBITDA

4.2x

3.7x

3.7x

3.4x

3.7x

Net Debt / Adjusted EBITDA

4.2

3.7

3.7

3.1

3.4

Standalone CMLP Credit Statistics

Debt / Adjusted EBITDA

4.7x

4.9x

4.7x

4.5x

4.3x

Net Debt / Adjusted EBITDA

4.7

4.9

4.7

4.5

4.3

Capital Structure

Cash

$--

$--

$--

$--

$--

$0.0

($0.0)

$0.0

($0.0)

Total Debt

712.1

745.1

1,633.8

1,643.6

1,643.6

1,681.3

1,706.5

1,603.9

1,683.1

Net Debt

$712.1

$745.1

$1,633.8

$1,643.6

$1,643.6

$1,681.3

$1,706.5

$1,603.9

$1,683.1

($ in millions)

Confidential

DRAFT

Pro Forma Impact –

CMLP Unitholder –

Downside Financial Projections

135

Summary Pro Forma Impact

CMLP Accretion / (Dilution)

For the Quarter Ending

For the Years Ending December 31,

CAGR

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

CMLP Accretion / (Dilution):

DCF / LP Unit - Standalone

$0.50

$0.52

$1.99

$1.94

$2.02

$2.09

$2.14

3.3%

DCF / LP Unit - Pro Forma

$0.46

$0.48

$1.92

$1.91

$1.96

$1.97

$1.93

0.3%

Accretion / (Dilution) - $

($0.04)

($0.03)

($0.07)

($0.04)

($0.06)

($0.12)

($0.21)

Accretion / (Dilution) - %

(8.1%)

(6.3%)

(3.7%)

(1.9%)

(2.9%)

(5.8%)

(10.0%)

Distribution / LP Unit - Standalone

$0.51

$0.51

$2.04

$2.04

$2.04

$2.04

$2.08

0.6%

Distribution / LP Unit - Pro Forma

$0.46

$0.46

$1.94

$1.86

$1.92

$2.01

$2.09

4.1%

Accretion / (Dilution) - $

($0.05)

($0.05)

($0.10)

($0.18)

($0.12)

($0.03)

$0.02

Accretion / (Dilution) - %

(10.0%)

(10.0%)

(5.0%)

(8.9%)

(5.7%)

(1.3%)

0.8%

Standalone Distribution Coverage

0.97x

1.02x

0.96x

0.92x

0.98x

1.04x

1.05x

Pro Forma Distribution Coverage

1.01

1.09

1.00

1.05

1.03

0.96

0.87

Standalone Debt/EBITDA

4.7x

4.9x

4.7x

4.5x

4.3x

Pro Forma Debt/EBITDA

4.4

4.1

3.9

3.6

3.7

Confidential

DRAFT

Pro Forma Impact –

NRGM Unitholder –

Downside Financial Projections

136

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

CAGR

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

NRGM Accretion / (Dilution):

DCF / LP Unit - Standalone

$0.40

$0.43

$1.58

$1.68

$1.68

$1.62

$1.51

(3.5%)

DCF / LP Unit - Pro Forma

$0.42

$0.44

$1.62

$1.75

$1.80

$1.81

$1.77

0.3%

Accretion / (Dilution) - $

$0.03

$0.02

$0.04

$0.07

$0.12

$0.19

$0.26

Accretion / (Dilution) - %

6.7%

4.2%

2.8%

4.3%

7.0%

11.7%

17.3%

Distribution / LP Unit - Standalone

$0.40

$0.40

$1.58

$1.63

$1.65

$1.65

$1.65

0.4%

Distribution / LP Unit - Pro Forma

0.42

0.42

1.63

1.71

1.77

1.85

1.92

4.1%

Accretion / (Dilution) - $

$0.03

$0.02

$0.05

$0.08

$0.11

$0.20

$0.27

Accretion / (Dilution) - %

6.7%

5.7%

3.1%

4.6%

6.9%

11.9%

16.4%

Standalone Distribution Coverage

1.01x

1.13x

0.99x

1.07x

1.03x

0.96x

0.87x

Pro Forma Distribution Coverage

1.01

1.09

1.00

1.05

1.03

0.96

0.87

Standalone Debt/EBITDA

4.2x

3.7x

3.7x

3.4x

3.7x

Pro Forma Debt/EBITDA

4.4

4.1

3.9

3.6

3.7

NRGM Accretion / (Dilution)

Confidential

DRAFT

137

Summary Pro Forma Impact

(1)

Based on CMLP’s current yield of 8.1%.  Assumes $0.0 million of incremental EBITDA

Implied Exchange Ratio/ Offer Price per CMLP Unit/Premium to 20-Day VWAP/

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.10)

--

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.19)

($0.16)

($0.12)

($0.08)

($0.04)

$0.00

(10.0)

(0.17)

(0.14)

(0.11)

(0.07)

(0.04)

0.00

(5.0)

(0.15)

(0.12)

(0.09)

(0.06)

(0.02)

0.01

--

(0.14)

(0.10)

(0.07)

(0.04)

(0.01)

0.03

5.0

(0.12)

(0.08)

(0.05)

(0.02)

0.01

0.05

10.0

(0.10)

(0.07)

(0.03)

0.00

0.03

0.06

15.0

(0.08)

(0.05)

(0.01)

0.02

0.05

0.08

7.6%

7.7%

7.8%

8.0%

8.1%

8.2%

Implied Exchange Ratio/ Offer Price per CMLP Unit/Premium to 20-Day VWAP/

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.18)

--

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.27)

($0.20)

($0.14)

($0.07)

($0.01)

$0.05

(10.0)

(0.27)

(0.20)

(0.13)

(0.07)

(0.00)

0.06

(5.0)

(0.26)

(0.19)

(0.12)

(0.06)

0.01

0.07

--

(0.25)

(0.18)

(0.11)

(0.05)

0.01

0.08

5.0

(0.24)

(0.17)

(0.10)

(0.04)

0.03

0.09

10.0

(0.22)

(0.15)

(0.09)

(0.02)

0.05

0.11

15.0

(0.20)

(0.14)

(0.07)

(0.00)

0.06

0.13

7.1%

7.4%

7.7%

7.9%

8.2%

8.4%

Implied Exchange Ratio/ Offer Price per CMLP Unit/Premium to 20-Day VWAP/

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.12)

--

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.24)

($0.17)

($0.10)

($0.04)

$0.03

$0.09

(10.0)

(0.22)

(0.15)

(0.08)

(0.02)

0.05

0.11

(5.0)

(0.20)

(0.13)

(0.07)

0.00

0.07

0.13

--

(0.19)

(0.12)

(0.05)

0.02

0.08

0.15

5.0

(0.17)

(0.10)

(0.03)

0.04

0.10

0.17

10.0

(0.15)

(0.08)

(0.01)

0.05

0.12

0.19

15.0

(0.14)

(0.07)

0.00

0.07

0.14

0.21

7.4%

7.6%

7.9%

8.2%

8.4%

8.7%

Implied Exchange Ratio/ Offer Price per CMLP Unit/Premium to 20-Day VWAP/

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.03)

--

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.15)

($0.08)

($0.01)

$0.06

$0.12

$0.19

(10.0)

(0.13)

(0.06)

0.01

0.08

0.14

0.21

(5.0)

(0.12)

(0.04)

0.03

0.09

0.16

0.23

--

(0.10)

(0.03)

0.04

0.11

0.18

0.25

5.0

(0.08)

(0.01)

0.06

0.13

0.20

0.27

10.0

(0.06)

0.01

0.08

0.15

0.22

0.29

15.0

(0.05)

0.03

0.10

0.17

0.24

0.31

7.7%

8.0%

8.3%

8.6%

8.8%

9.1%

Implied Exchange Ratio/ Offer Price per CMLP Unit/Premium to 20-Day VWAP/

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

$0.02

--

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.11)

($0.04)

$0.03

$0.10

$0.17

$0.24

(10.0)

(0.10)

(0.02)

0.05

0.12

0.19

0.26

(5.0)

(0.08)

(0.00)

0.07

0.14

0.21

0.28

--

(0.06)

0.02

0.09

0.16

0.23

0.30

5.0

(0.04)

0.04

0.11

0.18

0.25

0.32

10.0

(0.02)

0.06

0.13

0.20

0.28

0.35

15.0

(0.00)

0.07

0.15

0.22

0.30

0.37

7.9%

8.2%

8.5%

8.7%

9.0%

9.3%

CMLP 2013E Distribution/LP Unit Accretion/(Dilution) - $

CMLP 2014E Distribution/LP Unit Accretion/(Dilution) - $

CMLP 2015E Distribution/LP Unit Accretion/(Dilution) - $

CMLP 2016E Distribution/LP Unit Accretion/(Dilution) - $

CMLP 2016E Distribution/LP Unit Accretion/(Dilution) - $

Breakeven Yield

Breakeven Yield

Breakeven Yield

Breakeven Yield

Breakeven Yield

(1)

(1)

(1)

(1)

(1)

CMLP Sensitivity Analysis – Downside Financial Projections ($ in millions, except per unit amounts)

Confidential

DRAFT

Pro Forma Impact to CMLP Unitholder –

Downside Financial Projections

138

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

Potential CMLP Unit Price Impact:

Distribution / LP Unit - Standalone

$0.51

$0.51

$2.04

$2.04

$2.04

$2.04

$2.08

CMLP Current Yield

8.1%

8.1%

8.1%

8.1%

8.1%

8.1%

8.1%

CMLP Standalone Projected Unit Price - Current Yield

$25.15

$25.15

$25.15

$25.15

$25.15

$25.15

$25.62

Standalone Projected Yield - CMLP Downside Financial Projections

8.5%

8.5%

8.5%

8.5%

8.5%

8.5%

8.5%

Standalone Projected Yield - CMLP Downside Financial Projections

$24.00

$24.00

$24.00

$24.00

$24.00

$24.00

$24.45

Distribution / LP Unit - Pro Forma

$0.46

$0.46

$1.94

$1.86

$1.92

$2.01

$2.09

NRGM Current Yield

6.5%

6.5%

6.5%

6.5%

6.5%

6.5%

6.5%

CMLP Implied Pro Forma Unit Price

$28.34

$28.34

$29.92

$28.71

$29.70

$31.09

$32.35

CMLP Standalone Unit Price - Current Yield

$25.15

$25.15

$25.15

$25.15

$25.15

$25.15

$25.62

CMLP Implied Pro Forma Unit Price

$28.34

$28.34

$29.92

$28.71

$29.70

$31.09

$32.35

Per Unit Value Accretion / (Dilution) - $

$3.19

$3.19

$4.77

$3.56

$4.55

$5.94

$6.73

Per Unit Value Accretion / (Dilution) - %

12.7%

12.7%

19.0%

14.1%

18.1%

23.6%

26.3%

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

7.3%

7.3%

7.7%

7.4%

7.6%

8.0%

8.2%

CMLP Standalone Unit Price - CMLP Downside Financial Projections

$24.00

$24.00

$24.00

$24.00

$24.00

$24.00

$24.45

CMLP Implied Pro Forma Unit Price

$28.34

$28.34

$29.92

$28.71

$29.70

$31.09

$32.35

Per Unit Value Accretion / (Dilution) - $

$4.34

$4.34

$5.92

$4.71

$5.70

$7.09

$7.90

Per Unit Value Accretion / (Dilution) - %

18.1%

18.1%

24.7%

19.6%

23.8%

29.5%

32.3%

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

7.6%

7.6%

8.1%

7.7%

8.0%

8.4%

8.6%

Potential CMLP Unit Price Impact

DRAFT

IX.

Certain Benefits and Issues for Consideration With Respect to the

Proposed Transaction

Confidential

DRAFT

Benefits

Certain Benefits and Issues for Consideration With Respect to the Proposed Transaction

139

Overview

Proposed Transaction provides larger scale and more

diversified business mix

–

Combined entity would be 48.4% gathering &

processing, 28.4% storage and transportation,

19.1% NGL and crude supply logistics and

4.1% other

–

Expanded footprint to all the major U.S. shale

plays, excluding the Eagle Ford Shale

–

Reduces Quicksilver and Antero to 28.1% and

29.1%, respectively, of pro forma 2013E

EBITDA

Potentially improved cost of capital

–

NRGM is currently rated ‘BB’

with a “fair”

business risk profile and “significant”

financial

risk profile as compared to CMLP’s ‘B’

credit

rating and “Weak/Aggressive”

profiles

–

NRGM currently has a 6.5% common unit yield

versus CMLP’s current 8.1% common unit yield

Creates a platform that may be better positioned to

compete for new projects

–

Vertically integrated across the natural gas and

NGL value chain

–

Potentially improved cost of capital

Considerations

Ability of CMLP to execute on CMLP Management

Financial Projections and risk of not executing on that

set of projections

Distribution of pro forma distributable cash flow per

unit and distribution per unit for CMLP units

Likely pro forma yield and ability to provide

incremental value for CMLP unitholders despite

dilution

Benefits of potential asset transfers from NRGY

Future accretion in distributable cash flow per

unit

Ability to support pro forma distribution and

credit ratios

DRAFT

Appendix

DRAFT

A.

Weighted Average Cost of Capital

Confidential

DRAFT

CAPM WACC Analysis –

CMLP

Weighted Average Cost of Capital

(1)

Source:

Predicted

raw

betas

from

FactSet;

Adjusted

Equity

Beta

calculated

as:

(0.67)

×

Raw

Beta

+(0.33)

×

1.0

(2)

Unlevered

Beta

calculated

as:

Adjusted

Equity

Beta

×

(E/(E

+

D

×

(1-T));

Assumes

corporate

tax

rate

of

35.0%

(3)

Excludes American Midstream Partners, LP and Southcross Energy Partners, L.P. due to relatively new partnerships with a non-comparable size

(4)

10-year Treasury as of April 25, 2013

(5)

Source: Ibbotson Associates

(6)

Equity

Cost

of

Capital

calculated

as:

Risk-free

rate

+

(Levered

Equity

Beta

×

Market

Risk

Premium)

+

Small

Company

Risk

Premium

140

Unit Price

Market Equity

Total Debt and

Total Debt  /

Adjusted

Unlevered

Partnership

4/25/2013

Value

Preferred Stock

Total Capitalization

Beta

(1)

Beta

(2)

American Midstream Partners, LP

$18.21

$170

$203

54.4%

0.57

0.32

Atlas Pipeline Partners, L.P.

36.18

2,383

1,180

33.1%

1.05

0.80

Access Midstream Partners, L.P.

41.07

7,942

2,500

23.9%

0.66

0.55

Crosstex Energy, L.P.

18.85

1,802

1,036

36.5%

0.91

0.66

DCP Midstream Partners, LP

47.47

2,937

1,620

35.6%

0.70

0.51

MarkWest Energy Partners, L.P.

62.18

9,270

2,523

21.4%

0.75

0.64

Regency Energy Partners LP

26.51

5,451

2,830

34.2%

0.71

0.53

Equity Cost

Southcross Energy Partners, L.P.

21.13

527

450

46.1%

0.62

0.40

of Capital

Summit Midstream Partners, LP

27.13

1,352

199

12.8%

1.08

0.98

Targa Resources Partners LP

46.68

4,848

2,393

33.0%

0.73

0.55

Western Gas Partners, LP

58.64

6,289

1,927

23.5%

0.73

0.61

Mean

28.2%

0.81

0.65

Median

33.0%

0.73

0.61

WACC

Risk-free Rate

(4)

1.7%

Unlevered Beta

0.65

Debt and Preferred / Total Capitalization

28.2%

Adjusted Levered Equity Beta

0.81

Market Risk Premium

(5)

6.6%

Small Company Risk Premium

(5)

1.8%

Equity Cost of Capital

(6)

8.9%

Pre-Tax Cost of Debt

8.0%

After-Tax Cost of Debt

5.2%

WACC

7.8%

WACC

(3)

(3)

($ in millions, except per unit amounts)

Confidential

DRAFT

Total Expected Market Return WACC Analysis –

CMLP

Weighted Average Cost of Capital

(1)

Excludes American Midstream Partners, LP and Southcross Energy Partners, L.P. due to relatively new partnerships with a non-comparable size

141

Current

Distribution

Total

Partnership

Yield

Growth

Return

American Midstream Partners, LP

9.5%

2.4%

11.9%

Atlas Pipeline Partners, L.P.

6.4%

9.9%

16.3%

Access Midstream Partners, L.P.

4.4%

10.6%

14.9%

Crosstex Energy, L.P.

7.0%

5.3%

12.3%

DCP Midstream Partners, LP

5.8%

8.4%

14.2%

MarkWest Energy Partners, L.P.

5.3%

9.2%

14.5%

Regency Energy Partners LP

6.9%

4.3%

11.2%

Total Return

Southcross Energy Partners, L.P.

7.6%

6.3%

13.9%

Summit Midstream Partners, LP

6.0%

8.0%

14.1%

Targa Resources Partners LP

5.8%

8.5%

14.4%

Western Gas Partners, LP

3.7%

11.6%

15.3%

Mean

14.1%

Median

14.4%

WACC

Debt and Preferred / Total Capitalization

28.2%

WACC

Market Required Equity Return

14.4%

Pre-Tax Cost of Debt

8.0%

After-Tax Cost of Debt

5.2%

WACC

11.8%

(1)

(1)

Confidential

DRAFT

($ in millions, except per unit amounts)

Weighted Average Cost of Capital

(1)

Source:

Predicted

raw

betas

from

FactSet;

Adjusted

Equity

Beta

calculated

as:

(0.67)

×

Raw

Beta

+(0.33)

×

1.0

(2)

Unlevered

Beta

calculated

as:

Adjusted

Equity

Beta

×

(E/(E

+

D

×

(1-T));

Assumes

corporate

tax

rate

of

35.0%

(3)

Excludes EQT Midstream, LP due to non-comparable capitalization

(4)

10-year Treasury as of April 25, 2013

(5)

Source: Ibbotson Associates

(6)

Equity

Cost

of

Capital

calculated

as:

Risk-free

rate

+

(Levered

Equity

Beta

×

Market

Risk

Premium)

+

Small

Company

Risk

Premium

142

Unit Price

Market Equity

Total Debt and

Total Debt  /

Adjusted

Unlevered

Partnership

4/25/2013

Value

Preferred Stock

Total Capitalization

Beta

(1)

Beta

(2)

Boardwalk Pipeline Partners, LP

$30.36

$7,143.1

$3,539.2

33.1%

0.73

0.55

El Paso Pipeline Partners, L.P.

43.07

9,483.7

4,246.0

30.9%

0.62

0.48

EQT Midstream Partners, LP

41.25

1,459.7

0.0

0.0%

1.02

1.02

Niska Gas Storage Partners LLC

14.96

526.4

400.0

43.2%

0.80

0.54

Equity Cost

PAA Natural Gas Storage, L.P.

22.53

1,634.7

582.1

26.3%

0.79

0.64

of Capital

Spectra Energy Partners, LP

38.17

4,153.3

1,149.3

21.7%

0.74

0.63

TC PipeLines, LP

48.22

2,631.1

691.0

20.8%

0.57

0.48

Mean

29.3%

0.71

0.55

Median

28.6%

0.73

0.54

WACC

Risk-free Rate

(4)

1.7%

Unlevered Beta

0.55

Debt and Preferred / Total Capitalization

29.3%

WACC

Adjusted Levered Equity Beta

0.70

Market Risk Premium

(5)

6.6%

Small Company Risk Premium

(5)

1.8%

Equity Cost of Capital

(6)

8.1%

Pre-Tax Cost of Debt

6.0%

After-Tax Cost of Debt

3.9%

WACC

6.9%

(3)

(3)

CAPM WACC Analysis – NRGM

Confidential

DRAFT

Total Expected Market Return WACC Analysis –

NRGM

Weighted Average Cost of Capital

(1)

Excludes EQT Midstream, LP due to non-comparable capitalization

143

Unit Price

Market Equity

Current

Distribution

Total

Partnership

4/25/2013

Value

Yield

Growth

Return

Boardwalk Pipeline Partners, LP

$30.36

$7,143.1

7.0%

2.4%

9.4%

El Paso Pipeline Partners, L.P.

43.07

9,483.7

5.7%

6.1%

11.7%

EQT Midstream Partners, LP

41.25

1,459.7

3.4%

37.2%

40.6%

Niska Gas Storage Partners LLC

14.96

526.4

9.4%

2.9%

12.3%

Total Return

PAA Natural Gas Storage, L.P.

22.53

1,634.7

6.3%

1.7%

8.1%

Spectra Energy Partners, LP

38.17

4,153.3

5.2%

5.1%

10.3%

TC PipeLines, LP

48.22

2,631.1

6.5%

2.3%

8.8%

Mean

10.1%

Median

9.9%

WACC

Debt and Preferred / Total Capitalization

29.3%

WACC

Market Required Equity Return

10.1%

Pre-Tax Cost of Debt

6.0%

After-Tax Cost of Debt

3.9%

WACC

8.3%

(1)

(1)

EX-99.(C)(4)

Preliminary Materials Prepared for the Conflicts Committee

of the Board of Directors of Crestwood Gas Services GP LLC

Project Intrepid

April 27, 2013

EXHIBIT (c)(4)

DRAFT

Preliminary and Subject

to Change

DRAFT

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors (the “Conflicts Committee”)

of Crestwood Gas Services GP LLC (the “Company”), the general partner of Crestwood Midstream Partners LP (the “Partnership”), to whom such materials

are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with

Evercore. These materials are based on information provided by or on behalf of the Partnership and/or other potential transaction participants, from public

sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on

such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial

performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources,

Evercore

has

assumed

that

such

estimates

and

forecasts

have

been

reasonably

prepared

on

bases

reflecting

the

best

currently

available

estimates

and

judgments

of

such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express

or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as

to

the

past,

the

present

or

the

future.

These

materials

were

designed

for

use

by

specific

persons

familiar

with

the

business

and

affairs

of

the

Partnership.

These

materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter.

These materials have been developed by and are proprietary to Evercore and were prepared for the benefit and internal use of the

Conflicts Committee.

These

materials

were

compiled

on

a

confidential

basis

for

use

by

the

Conflicts

Committee

in

evaluating

the

potential

transaction

described

herein

and

not

with

a

view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part,

without the prior written consent of Evercore.

These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or

arrange

any

financing

for

any

transaction

or

to

purchase

any

security

in

connection

therewith.

Evercore

assumes

no

obligation

to

update

or

otherwise

revise

these

materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates.

Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor

intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such

taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the

impact of the transactions or matters described herein.

DRAFT

Table of Contents

Section

I

II

III

IV

Confidential

Introduction

Summary Pro Forma Impact Assuming CMLP

Management Sensitivity Case

Summary Pro Forma Impact of Proposed Transaction

to NRGY and Crestwood Holdings

Summary Pro Forma Impact of Certain Potential

Adjustments to the Proposed Transaction

Appendix

A.     NRGM Management Sensitivity Case

DRAFT

I.

Introduction

DRAFT

Confidential

Evercore Partners (“Evercore”) is pleased to provide the materials herein to the Conflicts Committee of the Board of

Directors (the “Conflicts Committee”) of Crestwood Gas Services GP LLC, the general partner of Crestwood Midstream

Partners LP (“Crestwood”, “CMLP”

or the “Partnership”), regarding the proposed merger of CMLP with and into Inergy

Midstream,

L.P.

(“NRGM”)

(the

“Proposed

Transaction”

or

“Project

Intrepid”)

As such, the materials herein review the following:

–

A pro forma analysis of the Proposed Transaction assuming the CMLP financial projections sensitivity case as

provided by CMLP management (the “CMLP Management Sensitivity Case”), including a comparison to the CMLP

financial projections previously provided by CMLP management (the “CMLP Management Financial Projections”)

–

An analysis of the pro forma impact of the Proposed Transaction to Inergy, L.P. (“NRGY”) and Crestwood

Holdings, LLC (“Crestwood Holdings”)

–

An analysis of the pro forma impact of certain potential alternatives to the Proposed Transaction to CMLP

unitholders

–

In the appendix, a pro forma analysis of the Proposed Transaction assuming the NRGM financial projections

sensitivity case as provided by CMLP management (the “NRGM Management Sensitivity Case”), including a

comparison

to

the

NRGM

financial

projections

previously

provided

by

NRGM

management

(the

“NRGM

Management Financial Projections”)

The materials herein are preliminary and are subject to potentially material changes

Overview of Materials

Introduction

1

DRAFT

II.

Summary Pro Forma Impact Assuming CMLP

Management Sensitivity Case

DRAFT

Confidential

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

2

CMLP management provided Evercore with the CMLP Management Sensitivity Case, which incorporates the following

assumptions:

–

Operating

and

financial

projections

for

the

year

ending

December

31,

2013

assumed

to

equal

the

operating

and

financial projections in the CMLP Management Financial Projections

–

Rich natural gas volumes from the Barnett, Granite Wash and Avalon are assumed to equal those projected in the

CMLP Management Financial Projections

Expected to grow at a 5-year CAGR of 3.6%

Natural

gas

processing

volumes

from

the

Barnett

and

Granite

Wash

are

assumed

to

equal

those

projected

in

the

CMLP Management Financial Projections

–

Marcellus rich natural gas volume 5-year CAGR of 14.4% in the CMLP Management Financial Projections decreased

to 3.6% in the CMLP Management Sensitivity Case based on an assumed deceleration of Antero’s drilling schedule

Marcellus compression volume 5-year CAGR of 24.4% in the CMLP Management Financial Projections

decreased to 12.8% in the CMLP Management Sensitivity Case due to the lower gathering volumes assumed

–

Dry natural gas volumes 5-year CAGR of 11.6% in the CMLP Management Financial Projections decreased to (2.4%)

in the CMLP Management Sensitivity Case

–

Operations and maintenance expenses were derived from a bottom-up forecast provided by CMLP operations

managers

2013E includes full-year expenses for CMM, West Johnson County and Enerven assets and a partial year of

expenses for new Marcellus compressor stations in addition to the incremental costs of 18 new full time

employees

Fixed costs assumed to increase at 3.0% per year after 2013E

–

General and administrative expenses are assumed to equal those projected in the CMLP Management Financial

Projections

General and administrative expenses assumed to increase at 4.0% per annum after 2013E

CMLP Management Sensitivity Case – Assumptions

DRAFT

Confidential

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

3

–

Five year maintenance capital expenditures adjusted from the CMLP Management Financial Projections based on

compressor overhauls necessary in the CMLP Management Sensitivity Case given decreased Marcellus volumes

–

Five year growth capital expenditures based on forecasted well connections and associated pipeline capital projects,

as well as additional Marcellus compressor stations and Fayetteville and Granite Wash facility expansions

–

Excludes potential other growth capital expenditure opportunities, including:

The potential acquisition of RKI’s 50.0% non-operating interest in the Jackalope Gas Gathering System

(“JGGS”) in the Niobrara Basin, and the further development of that system for $199.1 million in 2013E

The MarkWest Marcellus Bolt-On Acquisition for $125.0 million

The Antero Western AOD Acquisition for $250.0 million

–

Growth capital expenditures to be financed with revolver borrowings at an interest rate of 3.60%, 3.75%, 4.50%,

5.00% and 5.50% in 2013E, 2014E, 2015E, 2016E and 2017E, respectively

–

Assumes CMLP’s Class D Unit distribution is paid in-kind with additional Class D Units until conversion into 6.8

million CMLP common units in March 2014 on a one-for-one basis

Distributions paid in-kind assume CMLP yield of 9.0%, 8.5%, 8.0% and 7.5% in the first, second, third and

fourth quarter of 2013E, respectively

–

CMLP projected unit price assumes CMLP yield of 9.0% in the first quarter of 2013E and 8.5% in each quarter of

the

forecast

period

thereafter

as

opposed

to

9.0%,

8.5%,

8.0%

in

the

first,

second

and

third

quarter

of

2013E,

respectively and 7.5% in all periods thereafter

–

$200.0 million senior note offering on June 30, 2015 assumed to be issued at an 8.0% interest rate with proceeds

utilized to reduce borrowings from CMLP’s revolving credit facility

–

Distribution per LP unit remains constant until target coverage of 1.05x is reached

Distribution

per

LP

unit

of

$2.04

in

each

of

2013E,

2014E,

2015E

and

2016E,

respectively

–

No interest income on cash balances

CMLP Management Sensitivity Case – Assumptions (cont’d)

DRAFT

Confidential

4

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

The

following

sets

forth

selected

operating

projections

provided

by

CMLP

management

utilized

in

deriving

the

CMLP Management Sensitivity Case herein:

For the Year Ended December 31,

For the Years Ending December 31,

CAGR

2010A

2011A

2012A

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Gathering Volumes (MMcfd)

Barnett Rich

129.5

143.9

163.5

216.1

211.6

210.6

212.9

215.9

(0.0%)

Granite Wash

--

16.6

17.6

29.7

46.1

58.4

66.4

72.1

24.8%

Avalon

--

11.5

9.0

6.8

5.2

4.3

3.6

3.1

(17.4%)

Marcellus

--

--

227.2

457.1

468.7

486.6

513.3

526.0

3.6%

Total Rich Gathering Volumes

129.5

172.0

417.2

709.7

731.5

759.9

796.2

817.1

3.6%

Barnett Dry

213.8

329.7

268.4

234.9

225.2

212.8

205.4

200.3

(3.9%)

Fayetteville

--

85.2

86.7

97.9

105.7

109.4

112.8

116.4

4.4%

Haynesville

--

60.1

50.5

33.6

20.5

18.4

17.0

16.0

(17.0%)

Total Dry Gathering Volumes

213.8

475.0

405.6

366.4

351.4

340.6

335.2

332.7

(2.4%)

Total Gathering

343.3

647.0

822.8

1,076.1

1,082.9

1,100.5

1,131.4

1,149.8

1.7%

Processing Volumes (MMcfd)

Barnett

127.8

131.8

155.7

207.0

202.6

201.6

203.8

206.8

(0.0%)

Granite Wash

--

12.3

17.5

29.4

45.6

57.8

65.7

71.3

24.8%

Total Processing Volumes

127.8

144.1

173.2

236.4

248.2

259.4

269.6

278.1

4.1%

Compression Volumes (MMcfd)

Marcellus

--

--

6.4

331.8

448.4

497.5

524.8

537.5

12.8%

Well Connections

Barnett Rich

NA

NA

43.0

60.0

68.0

68.0

68.0

68.0

Granite Wash

NA

NA

5.0

10.0

16.0

16.0

15.0

15.0

Avalon

NA

NA

--

--

--

--

--

--

Marcellus

NA

NA

60.0

65.0

43.0

43.0

42.0

41.0

Total Rich Well Connections

NA

NA

108.0

135.0

127.0

127.0

125.0

124.0

Barnett Dry

NA

NA

23.0

8.0

10.0

10.0

10.0

10.0

Fayetteville

NA

NA

18.0

23.0

24.0

21.0

21.0

21.0

Haynesville

NA

NA

1.0

--

--

--

--

--

Total Dry Well Connections

NA

NA

42.0

31.0

34.0

31.0

31.0

31.0

Total Well Connections

NA

NA

150.0

166.0

161.0

158.0

156.0

155.0

CMLP Management Sensitivity Case – Selected Operating Projections

DRAFT

Confidential

5

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

The following sets forth a comparison of selected operating projections in the CMLP Management Financial

Projections and the CMLP Management Sensitivity Case

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Gathering Volumes (MMcfd)

Barnett Rich

--

--

--

--

--

Granite Wash

--

--

--

--

--

Avalon

--

--

--

--

--

Marcellus

--

(103.8)

(205.4)

(227.2)

(257.3)

Total Rich Gathering Volumes

--

(103.8)

(205.4)

(227.2)

(257.3)

Barnett Dry

--

(31.4)

(63.0)

(72.4)

(82.9)

Fayetteville

--

(11.4)

(51.2)

(92.8)

(119.3)

Haynesville

--

(11.9)

(24.0)

(29.0)

(33.0)

Total Dry Gathering Volumes

--

(54.7)

(138.2)

(194.3)

(235.2)

Total Gathering

--

(158.5)

(343.6)

(421.5)

(492.5)

Processing Volumes (MMcfd)

Barnett

--

--

--

--

--

Granite Wash

--

--

--

--

--

Total Processing Volumes

--

--

--

--

--

Compression Volumes (MMcfd)

Marcellus

--

(95.6)

(205.4)

(227.2)

(257.3)

Well Connections

Barnett Rich

--

--

--

--

--

Granite Wash

--

--

--

--

--

Avalon

--

--

--

--

--

Marcellus

--

(59.0)

(26.0)

(31.0)

(32.0)

Total Rich Well Connections

--

(59.0)

(26.0)

(31.0)

(32.0)

Barnett Dry

--

(31.0)

(25.0)

(22.0)

(22.0)

Fayetteville

--

(11.0)

(39.0)

(39.0)

(39.0)

Haynesville

--

(5.0)

(5.0)

(5.0)

(5.0)

Total Dry Well Connections

--

(47.0)

(69.0)

(66.0)

(66.0)

Total Well Connections

--

(106.0)

(95.0)

(97.0)

(98.0)

CMLP Management Sensitivity Case – Comparison to CMLP Management

Financial Projections

DRAFT

Confidential

($ in millions)

6

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

The following sets forth the CMLP Management Sensitivity Case utilized by Evercore in its analysis herein:

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Revenue, Less Purchases:

Barnett Rich

$90.5

$93.7

$101.5

$108.4

$115.1

Granite Wash

5.9

10.2

14.0

16.5

18.4

Avalon

0.4

0.3

0.3

0.2

0.2

Marcellus

69.9

81.7

89.2

96.8

101.6

Total Rich Natural Gas Revenue

$166.7

$185.9

$204.9

$221.9

$235.3

9.0%

Barnett Dry

49.5

46.7

46.8

46.6

46.7

Fayetteville

30.6

33.6

36.6

39.2

41.8

Haynesville

5.3

3.1

2.8

2.5

2.4

Total Dry Natural Gas Revenue

$85.4

$83.4

$86.2

$88.4

$90.9

1.6%

Total Revenue, Less Purchases

$252.1

$269.3

$291.1

$310.3

$326.2

6.7%

Operating Expense:

CMLP Operating Expense

$42.9

$43.9

$45.0

$46.2

$47.4

CMM Operating Expense

7.9

9.8

10.5

10.8

11.1

Total Operating Expense

$50.8

$53.8

$55.5

$57.0

$58.5

3.6%

General and Administrative Expense:

CMLP General and Administrative Expense

$25.4

$26.4

$27.4

$28.5

$29.7

CMM General and Administrative Expense

2.9

3.0

3.2

3.3

3.4

Total General and Administrative Expense

28.3

29.4

30.6

31.8

33.1

4.0%

Plus: Other Corporate Adjustments

0.3

--

--

--

--

Adjusted EBITDA

$173.3

$186.1

$205.0

$221.4

$234.6

7.9%

CMLP Management Sensitivity Case – EBITDA Buildup

DRAFT

Confidential

CMLP Management Sensitivity Case

($ in millions, except per unit amounts)

7

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

The following sets forth the CMLP Management Sensitivity Case utilized by Evercore in its analysis herein:

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E -

2017E

Distributable Cash Flow

Adjusted EBITDA

$173.3

$186.1

$205.0

$221.4

$234.6

7.9%

Less: Cash Interest Expense, net

(43.0)

(47.9)

(57.4)

(64.8)

(68.6)

Less: Maintenance Capital Expenditures

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

Plus: Non-Cash Equity Compensation

3.8

4.5

4.7

4.9

5.2

Distributable Cash Flow

$124.8

$135.6

$144.6

$152.7

$159.4

6.3%

Distributed Cash Flow

Common Units (Public)

$69.5

$69.5

$69.5

$69.5

$70.8

Common Units (Crestwood Holdings)

40.1

54.1

54.1

54.1

55.1

GP

20.6

23.6

23.6

23.6

25.9

Total

$130.3

$147.2

$147.2

$147.2

$151.8

3.9%

% to GP

15.8%

16.0%

16.0%

16.0%

17.1%

GP IDRs

$18.6

$21.1

$21.1

$21.1

$23.3

Weighted Average LP Units Outstanding

60.2

60.6

60.6

60.6

60.6

DCF / LP Unit

$1.99

$1.94

$2.02

$2.09

$2.14

1.9%

Distribution / LP Unit

$2.04

$2.04

$2.04

$2.04

$2.08

0.5%

LP Coverage

0.97x

0.95x

0.99x

1.02x

1.03x

Total Coverage

0.96x

0.92x

0.98x

1.04x

1.05x

Distributable Cash Flow Surplus / (Shortfall)

($5.5)

($11.6)

($2.6)

$5.5

$7.6

DRAFT

Confidential

CMLP Management Sensitivity Case (cont’d)

($ in millions)

8

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued (Public)

$119.0

$--

$--

$--

$--

Equity Issued (Crestwood Holdings)

--

--

--

--

--

GP Contribution (Crestwood Holdings)

--

--

--

--

--

Class D Units Issued for Acquisition of 65.0% of CMM

129.0

--

--

--

--

Revolver Draw for Acquisition of 65.0% of CMM

129.0

--

--

--

--

CMM Debt Issued

32.1

19.0

24.9

23.0

22.5

CMLP Debt Issued/(Repaid), net of Surplus/(Shortfall)

46.5

68.3

19.4

11.3

4.1

DCF Surplus / (Shortfall)

(5.5)

(11.6)

(2.6)

5.5

7.6

Contribution from CMLP to CMM

50.0

--

--

--

--

Less: Financing Fees

(0.5)

--

--

--

--

Total Funding

$499.6

$75.7

$41.7

$39.8

$34.1

Debt Issued/(Repaid), net of Surplus/(Shortfall)

$89.1

$87.3

$44.3

$34.3

$26.5

Total Equity Issued

248.0

--

--

--

--

Uses:

Acquisition of 65.0% of CMM

$258.0

$--

$--

$--

$--

Debt Paydown from 5.175 MM Units Issuance

118.5

--

--

--

--

(Increase) / Decrease in Working Capital

(3.7)

2.2

--

--

--

Growth Capital Expenditures

126.8

73.5

41.7

39.8

34.1

Total Uses

$499.6

$75.7

$41.7

$39.8

$34.1

Credit Statistics

Debt / Adjusted EBITDA

4.7x

4.9x

4.7x

4.5x

4.3x

Net Debt / Adjusted EBITDA

4.7x

4.9x

4.7x

4.5x

4.3x

Capital Structure

Cash

$0.1

$0.1

$0.1

$0.1

$0.1

Total Debt

822.8

910.1

954.4

988.7

1,015.2

Net Debt

$822.7

$910.0

$954.3

$988.6

$1,015.1

The following sets forth the funding assumptions utilized in the CMLP Management Financial Projections and

CMLP’s resulting capital structure and credit statistics

DRAFT

Confidential

CMLP Management Sensitivity Case (cont’d)

($ in millions, except per unit amounts)

9

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

CMLP Management Financial Projections

CMLP Management Sensitivity Case

For the Years Ending December 31,

CAGR

Difference versus CMLP Management Financial Projections

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

2013E

2014E

2015E

2016E

2017E

Distributable Cash Flow

Adjusted EBITDA

$173.3

$186.1

$205.0

$221.4

$234.6

7.9%

$--

($28.7)

($65.3)

($86.4)

($106.0)

Less: Cash Interest Expense, net

(43.0)

(47.9)

(57.4)

(64.8)

(68.6)

0.0

4.6

5.4

2.8

4.2

Less: Maintenance Capital Expenditures

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

--

--

--

--

--

Plus: Non-Cash Equity Compensation

3.8

4.5

4.7

4.9

5.2

--

--

--

--

--

Distributable Cash Flow

$124.8

$135.6

$144.6

$152.7

$159.4

6.3%

$0.0

($24.0)

($59.9)

($83.6)

($101.7)

DCF / LP Unit

$1.99

$1.94

$2.02

$2.09

$2.14

1.9%

$0.00

($0.20)

($0.49)

($0.69)

($0.84)

Distribution / LP Unit

$2.04

$2.04

$2.04

$2.04

$2.08

0.5%

($0.03)

($0.11)

($0.33)

($0.56)

($0.79)

LP Coverage

0.97x

0.95x

0.99x

1.02x

1.03x

Total Coverage

0.96

0.92

0.98

1.04

1.05

Distributable Cash Flow Surplus / (Shortfall)

($5.5)

($11.6)

($2.6)

$5.5

$7.6

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E -

2017E

Distributable Cash Flow

Adjusted EBITDA

$173.3

$214.8

$270.3

$307.9

$340.6

18.4%

Less: Cash Interest Expense, net

(43.0)

(52.5)

(62.8)

(67.6)

(72.8)

Less: Maintenance Capital Expenditures

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

Plus: Non-Cash Equity Compensation

3.8

4.5

4.7

4.9

5.2

Distributable Cash Flow

$124.7

$159.6

$204.4

$236.3

$261.1

20.3%

DCF / LP Unit

$1.99

$2.14

$2.51

$2.78

$2.98

10.6%

Distribution / LP Unit

$2.07

$2.15

$2.37

$2.60

$2.86

8.4%

LP Coverage

0.96x

1.00x

1.06x

1.07x

1.04x

Total Coverage

0.93

0.99

1.09

1.10

1.06

Distributable Cash Flow Surplus / (Shortfall)

($8.7)

($1.1)

$17.7

$20.9

$14.2

DRAFT

Confidential

10

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

Evercore analyzed the pro forma impact to NRGM unitholders and CMLP unitholders from the Proposed

Transaction, utilizing the CMLP Management Sensitivity Case and the NRGM Management Financial Projections

NRGM acquires CMLP assuming a 5.0% premium to CMLP’s 20-Day VWAP of $24.42 as of April 25, 2013, or

$25.64 per unit, plus $0.41 in cash for a total value of $26.06 per CMLP unit, representing a total enterprise value

of $2.4 billion or 12.7x 2014E EBITDA

Transaction assumed to be financed with NRGM common equity issued directly to CMLP common unitholders

and the $25.0 million of cash consideration financed with borrowings from NRGM’s existing revolver

Implies a 1.089x NRGM/CMLP exchange ratio, assuming NRGM’s 20-Day VWAP of $23.55

CMLP’s projected total debt outstanding of $787.4 million as of July 1, 2013 assumed by NRGM,

without triggering change of control provisions

Assumes one-time change of control payments to NRGM management of $10.0 million and one-time integration

expenses of $15.0 million are funded with borrowings from NRGM’s existing revolver

Assumes a total distribution coverage equal to NRGM’s standalone distribution coverage pro forma for the Proposed

Transaction

Assumes NRGM and CMLP (excluding CMM) growth capital expenditures are funded 50.0% with equity issued to the

public at an all-in discount of 8.0% to the then-current projected unit price assuming NRGM’s current yield of

6.48%

CMM growth capital expenditures are funded 100.0% with borrowings on CMM’s revolving credit facility

Transaction fees and expenses of $20.0 million are funded with borrowings on NRGM’s existing revolver

Assumes $10.0 million and $15.0 million of annual synergies in 2013E and 2014E, respectively, and $20.0 million of annual

synergies in each of 2015E, 2016E and 2017E

Assumptions – Pro Forma Analysis Utilizing the CMLP Management Sensitivity Case

DRAFT

Confidential

($ in millions, except per unit amounts)

11

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

Sources and Uses

Transaction Economics

Net NRGM Equity Issued

$1,545.8

Cash Consideration

25.0

Equity Value

$1,570.8

CMLP Net Debt Assumed as of July 1, 2013

787.4

Transaction Enterprise Value

$2,358.2

Assumed Annual Synergies:

2013E Annual Synergies

$10.0

2014E Annual Synergies

15.0

2015E Annual Synergies

20.0

CMLP Enterprise Value as a Multiple of:

Data

Multiple

2013E EBITDA

$173.3

13.6x

2014E EBITDA

186.1

12.7

2015E EBITDA

205.0

11.5

2013E EBITDA + Synergies

$183.3

12.9x

2014E EBITDA + Synergies

201.1

11.7

2015E EBITDA + Synergies

225.0

10.5

CMLP Equity Value as a Multiple of:

Data

Multiple

2013E DCF

$124.8

12.6x

2014E DCF

135.6

11.6

2015E DCF

144.6

10.9

2013E DCF + Synergies

$134.8

11.7x

2014E DCF + Synergies

150.6

10.4

2015E DCF + Synergies

164.6

9.5

CMLP 20-Day VWAP

$24.42

Offer Premium to CMLP's 20-Day VWAP

5.0%

Offer Price

$25.64

NRGM 20-Day VWAP

23.55

CMLP / NRGM Exchange Ratio

1.09x

Value of Equity Consideration

$25.64

Value of Cash Consideration

0.41

Total Consideration per CMLP Unit

$26.06

Consideration per CMLP Unit

(1) Includes 6,516,776 common units from the conversion of the Class D Units outstanding as of July 1, 2013

Total CMLP LP Units Outstanding

(1)

60.3

Less: CMLP LP Units Owned by Crestwood Holdings

(1)

(26.2)

CMLP LP Units Owned by the Public

34.1

Assumed LP Unit Price @ 5.0% Premium to $24.42

$25.64

Acquired Equity Value of Public CMLP Unitholders

$874.0

CMLP LP Units Owned by Crestwood Holdings and NRGY

26.2

Assumed LP Unit Price @ 5.0% Premium to $24.42

$25.64

Acquired Equity Value of Crestwood Holdings and NRGY Unitholders

$671.8

Total Acquired LP Equity Value

$1,545.8

Plus: Transaction Fees

20.0

Plus: One-Time Integration Expenses

15.0

Plus: Management Change of Control Payments

10.0

Plus: Cash Consideration

25.0

Less: Funding on NRGM Revolver

(70.0)

Net NRGM Equity Issued

$1,545.8

Net NRGM LP Equity Issued

$1,545.8

NRGM 20-Day VWAP

$23.55

New NRGM LP Units Issued

65.6

CMLP Pro Forma Ownership of NRGM

43.3%

Transaction Economics – CMLP Management Sensitivity Case

DRAFT

Confidential

12

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

CMLP Accretion / (Dilution)

For the Quarter Ending

For the Years Ending December 31,

CAGR

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

CMLP Accretion / (Dilution):

DCF / LP Unit - Standalone

$0.50

$0.52

$1.99

$1.94

$2.02

$2.09

$2.14

3.3%

DCF / LP Unit - Pro Forma

$0.47

$0.49

$1.94

$1.96

$2.04

$2.11

$2.19

3.7%

Accretion / (Dilution) - $

($0.03)

($0.02)

($0.05)

$0.02

$0.02

$0.02

$0.05

Accretion / (Dilution) - %

(5.6%)

(4.7%)

(2.6%)

0.9%

1.2%

1.2%

2.1%

Distribution / LP Unit - Standalone

$0.51

$0.51

$2.04

$2.04

$2.04

$2.04

$2.08

0.6%

Distribution / LP Unit - Pro Forma

$0.46

$0.46

$1.94

$1.90

$1.99

$2.07

$2.11

3.5%

Accretion / (Dilution) - $

($0.05)

($0.05)

($0.10)

($0.14)

($0.05)

$0.03

$0.04

Accretion / (Dilution) - %

(10.0%)

(10.0%)

(5.0%)

(6.7%)

(2.2%)

1.7%

1.7%

Standalone Distribution Coverage

0.97x

1.02x

0.96x

0.92x

0.98x

1.04x

1.05x

Pro Forma Distribution Coverage

1.05

1.12

1.03

1.05

1.04

1.03

1.06

Standalone Debt/EBITDA

4.7x

4.9x

4.7x

4.5x

4.3x

Pro Forma Debt/EBITDA

4.3

4.0

3.8

3.4

3.2

Pro Forma Impact – CMLP Unitholder – CMLP Management Sensitivity Case

DRAFT

Confidential

13

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

For the Quarter Ending

For the Years Ending December 31,

CAGR

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

NRGM Accretion / (Dilution):

DCF / LP Unit - Standalone

$0.42

$0.44

$1.62

$1.77

$1.83

$1.89

$1.96

3.6%

DCF / LP Unit - Pro Forma

$0.43

$0.45

$1.65

$1.80

$1.88

$1.94

$2.01

3.7%

Accretion / (Dilution) - $

$0.02

$0.01

$0.03

$0.03

$0.04

$0.05

$0.04

Accretion / (Dilution) - %

4.2%

2.8%

1.8%

2.0%

2.4%

2.6%

2.3%

Distribution / LP Unit - Standalone

$0.41

$0.41

$1.61

$1.72

$1.79

$1.86

$1.89

3.2%

Distribution / LP Unit - Pro Forma

0.42

0.42

1.64

1.75

1.83

1.90

1.94

3.5%

Accretion / (Dilution) - $

$0.02

$0.01

$0.03

$0.03

$0.04

$0.05

$0.05

Accretion / (Dilution) - %

4.1%

2.8%

1.8%

1.9%

2.3%

2.6%

2.8%

Standalone Distribution Coverage

1.05x

1.13x

1.01x

1.07x

1.04x

1.03x

1.06x

Pro Forma Distribution Coverage

1.05

1.12

1.03

1.05

1.04

1.03

1.06

Standalone Debt/EBITDA

4.0x

3.6x

3.9x

3.7x

3.3x

Pro Forma Debt/EBITDA

4.3

4.0

3.8

3.4

3.2

NRGM Accretion / (Dilution)

Pro Forma Impact – NRGM Unitholder – CMLP Management Sensitivity Case

DRAFT

Confidential

Summary Contribution Analysis

14

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

(1)

Adjusted for CMLP and NRGM projected net debt outstanding as of July 1, 2013

(2)

Proposed

exchange

ratio

excludes

cash

consideration

of

$0.41

per

unit

CMLP Management Financial Projections

CMLP Management Sensitivity Case

Implied

Implied

Exchange

Exchange

Ratio

Ratio

Pro Forma Ownership Based on Proposed

Exchange Ratio

1.089x

1.089x

2013E Distributable Cash Flow

1.178x

1.178x

2014E Distributable Cash Flow

1.290x

1.096x

2015E Distributable Cash Flow

1.546x

1.093x

2013E EBITDA

(1)

1.181x

1.181x

2014E EBITDA

(1)

1.274x

1.034x

2015E EBITDA

(1)

1.584x

1.062x

DCF Equity Value

1.360x

0.847x

Precedent Transactions Equity Value

0.981x

0.865x

Peer Group Trading Equity Value

1.100x

0.951x

Relevant Range

-

-

-

-

Implied Exchange Ratio

-

-

Proposed Exchange Ratio

(2)

52.8%

Crestwood

Inergy Midstream

45.2%

54.8%

47.5%

52.5%

43.3%

56.7%

43.6%

56.4%

52.6%

47.4%

48.8%

52.0%

Inergy Midstream

45.3%

54.7%

43.5%

56.5%

43.3%

56.7%

Crestwood

48.0%

45.3%

54.7%

47.2%

43.4%

62.7%

37.3%

56.6%

45.3%

54.7%

42.1%

57.9%

42.7%

57.3%

54.7%

51.2%

40.8%

59.2%

40.0%

60.0%

37.3%

62.7%

37.8%

62.2%

1.584x

0.847x

1.181x

40.8%

1.089x

52.6%

59.2%

47.4%

1.089x

0.981x

45.3%

DRAFT

Confidential

Summary Pro Forma Accretion/Dilution Results

15

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

(1)

Based on CMLP’s current 8.1% yield

Standalone

Pro Forma

CMLP Management

Financial Projections

Sensitivity Case

Financial Projections

Sensitivity Case

CMLP Management

NRGM Management Financial Projections

NRGM Management Sensitivity Case

Financial

Sensitivity

Breakeven

Breakeven

Breakeven

Breakeven

Projections

Case

CMLP

Yield

(1)

CMLP

Yield

(1)

CMLP

Yield

(1)

CMLP

Yield

(1)

CY 2014E CMLP DCF / LP Unit

$2.14

$1.94

$2.06

7.8%

$1.96

7.8%

$2.01

7.6%

$1.91

7.6%

Accretion / (Dilution) - $

($0.08)

$0.02

($0.14)

($0.04)

CY 2015E CMLP DCF / LP Unit

$2.51

$2.02

$2.26

7.8%

$2.04

8.1%

$2.18

7.5%

$1.96

7.8%

Accretion / (Dilution) - $

($0.25)

$0.02

($0.33)

($0.06)

CY 2016E CMLP DCF / LP Unit

$2.78

$2.09

$2.39

7.4%

$2.11

8.4%

$2.25

7.0%

$1.97

7.8%

Accretion / (Dilution) - $

($0.39)

$0.02

($0.53)

($0.12)

CY 2017E CMLP DCF / LP Unit

$2.98

$2.14

$2.51

7.1%

$2.19

8.5%

$2.26

6.4%

$1.93

7.5%

Accretion / (Dilution) - $

($0.47)

$0.05

($0.72)

($0.21)

CY 2014E CMLP Distribution / LP Unit

$2.15

$2.04

$2.00

7.5%

$1.90

7.6%

$1.95

7.3%

$1.86

7.4%

Accretion / (Dilution) - $

($0.15)

($0.14)

($0.20)

($0.18)

CY 2015E CMLP Distribution / LP Unit

$2.37

$2.04

$2.21

7.6%

$1.99

7.9%

$2.14

7.3%

$1.92

7.6%

Accretion / (Dilution) - $

($0.16)

($0.05)

($0.23)

($0.12)

CY 2016E CMLP Distribution / LP Unit

$2.60

$2.04

$2.34

7.3%

$2.07

8.2%

$2.31

7.2%

$2.01

8.0%

Accretion / (Dilution) - $

($0.26)

$0.03

($0.30)

($0.03)

CY 2017E CMLP Distribution / LP Unit

$2.86

$2.08

$2.42

6.9%

$2.11

8.2%

$2.48

7.0%

$2.09

8.2%

Accretion / (Dilution) - $

($0.44)

$0.04

($0.38)

$0.02

CY 2014E - 2017E Distribution Growth

10.0%

0.6%

6.7%

3.5%

8.4%

4.1%

Debt Metrics

CY 2014E Debt/EBITDA

4.4x

4.9x

3.8x

4.0x

3.9x

4.1x

CY 2015E Debt/EBITDA

3.7x

4.7x

3.5x

3.8x

3.5x

3.9x

CY 2016E Debt/EBITDA

3.4x

4.5x

3.1x

3.4x

3.1x

3.6x

CY 2017E Debt/EBITDA

3.2x

4.3x

2.8x

3.2x

3.2x

3.7x

DRAFT

III.

Summary Pro Forma Impact of Proposed Transaction to

NRGY and Crestwood Holdings

DRAFT

Confidential

Pro Forma Impact to NRGY & Crestwood Holdings

16

Summary Pro Forma Impact of Proposed Transaction to NRGY and Crestwood Holdings

The following sets forth the pro forma impact to NRGY and Crestwood Holdings based on the Proposed

Transaction utilizing the CMLP Management Financial Projections and the NRGM Management

Financial Projections

CMLP Management Financial Projections and the NRGM Management Financial Projections

For the Quarter Ending

For the Years Ending December 31,

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

NRGM GP/IDR Cash Flow Standalone

$2.1

$2.6

$3.0

$3.4

$11.2

$20.2

$26.8

$33.4

$36.6

CMLP GP/IDR Cash Flow Standalone

5.2

5.2

5.7

6.2

22.2

30.3

43.4

57.7

73.5

Total Combined GP/IDR Cash Flows Standalone

$7.3

$7.7

$8.7

$9.6

$33.3

$50.5

$70.1

$91.1

$110.1

Pro Forma NRGM GP/IDR Cash Flow

$7.3

$7.7

$7.9

$7.9

$30.8

$54.8

$85.7

$109.7

$125.0

Incremental Combined GP/IDR Cash Flow Created

$--

$--

($0.8)

($1.7)

(2.6)

$4.3

$15.5

$18.6

$14.9

Crestwood Holdings Economics

CMLP Standalone LP Unit Distributions Forgone

$--

$--

($10.2)

($10.4)

(20.7)

(57.0)

($62.7)

($69.0)

($75.9)

Less: CMLP GP/IDRs Forgone

--

--

(5.7)

(6.2)

(11.9)

(30.3)

(43.4)

(57.7)

(73.5)

Plus: Distributions on NRGM LP Units Owned by Crestwood Holdings

--

--

9.2

9.2

18.3

39.8

44.0

46.7

48.3

Plus: 29.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

--

--

2.3

2.3

4.6

15.9

24.8

31.8

36.3

Plus: 29.0% of Pro Forma Distributions on NRGM Units Currently Owned by NRGY

--

--

6.9

6.9

13.8

30.0

33.1

35.2

36.4

Plus: 29.0% of Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

--

--

0.8

0.8

1.7

3.6

4.0

4.3

4.4

Plus: Pro-Rata Share of $25.0 MM Payment from NRGM

--

--

8.3

--

8.3

--

--

--

--

Plus: 29.0% of Pro-Rata Share of $25.0MM Payment from NRGM (NRGY Ownership)

--

--

0.8

--

0.8

--

--

--

--

Less: Up-Front Payment to Acquire IHGP

--

--

(75.0)

--

(75.0)

--

--

--

--

Net Cash Flow Differential to Crestwood Holdings

$--

$--

($62.7)

$2.5

($60.2)

$2.0

($0.2)

($8.7)

($24.0)

Original NRGY Unitholder Economics

Standalone Distributions on NRGM Units Forgone

$--

$--

($22.8)

($23.1)

($46.0)

($96.7)

($100.9)

($104.7)

($106.4)

Plus: 71.0% Pro Forma Distributions on NRGM Units Currently Owned by NRGY

--

--

16.9

16.9

$33.8

$73.4

81.1

86.2

89.1

Plus: 71.0% Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

--

--

2.0

2.0

$4.1

$8.9

9.8

10.4

10.8

Less: Standalone NRGM GP Cash Flow

--

--

(3.0)

(3.4)

(6.4)

(20.2)

(26.8)

(33.4)

(36.6)

Plus: 71.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

--

--

5.6

5.6

11.2

38.9

60.8

77.9

88.8

Plus: 71.0% of Pro-Rata Share of $25.0 MM Payment from NRGM

--

--

1.8

--

1.8

--

--

--

--

Net Cash Flow Differential to NRGY's Unitholders

$--

$--

$0.5

($2.0)

($1.5)

$4.3

$24.0

$36.4

$45.6

DRAFT

Confidential

Pro Forma Impact to NRGY & Crestwood Holdings (cont’d)

17

Summary Pro Forma Impact of Proposed Transaction to NRGY and Crestwood Holdings

The following sets forth the pro forma impact to NRGY and Crestwood Holdings based on the Proposed

Transaction utilizing the CMLP Management Sensitivity Case and the NRGM Management Financial

Projections

CMLP Management Sensitivity Case and the NRGM Management Financial Projections

For the Quarter Ending

For the Years Ending December 31,

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

NRGM GP/IDR Cash Flow Standalone

$2.1

$2.6

$3.0

$3.4

$11.2

$20.2

$26.8

$33.4

$36.6

CMLP GP/IDR Cash Flow Standalone

5.2

5.2

5.1

5.1

20.6

23.6

23.6

23.6

25.9

Total Combined GP/IDR Cash Flows Standalone

$7.3

$7.7

$8.2

$8.6

$31.8

$43.8

$50.3

$57.0

$62.5

Pro Forma NRGM GP/IDR Cash Flow

$7.3

$7.7

$7.9

$7.9

$30.8

$41.5

$55.3

$69.3

$77.1

Incremental Combined GP/IDR Cash Flow Created

$--

$--

($0.3)

($0.7)

(1.0)

($2.3)

$5.0

$12.3

$14.6

Crestwood Holdings Economics

CMLP Standalone LP Unit Distributions Forgone

$--

$--

($10.0)

($10.0)

(20.1)

(54.1)

($54.1)

($54.1)

($55.1)

Less: CMLP GP/IDRs Forgone

--

--

(5.1)

(5.1)

(10.3)

(23.6)

(23.6)

(23.6)

(25.9)

Plus: Distributions on NRGM LP Units Owned by Crestwood Holdings

--

--

9.2

9.2

18.3

37.9

39.8

41.3

42.1

Plus: 29.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

--

--

2.3

2.3

4.6

12.0

16.0

20.1

22.4

Plus: 29.0% of Pro Forma Distributions on NRGM Units Currently Owned by NRGY

--

--

6.9

6.9

13.8

28.6

30.0

31.2

31.7

Plus: 29.0% of Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

--

--

0.8

0.8

1.7

3.5

3.6

3.8

3.8

Plus: Pro-Rata Share of $25.0 MM Payment from NRGM

--

--

8.3

--

8.3

--

--

--

--

Plus: 29.0% of Pro-Rata Share of $25.0MM Payment from NRGM (NRGY Ownership)

--

--

0.8

--

0.8

--

--

--

--

Less: Up-Front Payment to Acquire IHGP

--

--

(75.0)

--

(75.0)

--

--

--

--

Net Cash Flow Differential to Crestwood Holdings

$--

$--

($62.0)

$4.0

($58.0)

$4.4

$11.7

$18.7

$19.1

Original NRGY Unitholder Economics

Standalone Distributions on NRGM Units Forgone

$--

$--

($22.8)

($23.1)

($46.0)

($96.7)

($100.9)

($104.7)

($106.4)

Plus: 71.0% Pro Forma Distributions on NRGM Units Currently Owned by NRGY

--

--

16.9

16.9

$33.8

$70.0

73.3

76.3

77.7

Plus: 71.0% Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

--

--

2.0

2.0

$4.1

$8.5

8.9

9.2

9.4

Less: Standalone NRGM GP Cash Flow

--

--

(3.0)

(3.4)

(6.4)

(20.2)

(26.8)

(33.4)

(36.6)

Plus: 71.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

--

--

5.6

5.6

11.2

29.4

39.3

49.2

54.7

Plus: 71.0% of Pro-Rata Share of $25.0 MM Payment from NRGM

--

--

1.8

--

1.8

--

--

--

--

Net Cash Flow Differential to NRGY's Unitholders

$--

$--

$0.5

($2.0)

($1.5)

($9.0)

($6.2)

($3.4)

($1.2)

DRAFT

Confidential

Pro Forma Impact to NRGY & Crestwood Holdings (cont’d)

18

Summary Pro Forma Impact of Proposed Transaction to NRGY and Crestwood Holdings

The following sets forth the pro forma impact to NRGY and Crestwood Holdings based on the Proposed

Transaction utilizing the CMLP Management Sensitivity Case and the NRGM Management Sensitivity

Case

CMLP Management Sensitivity Case and the NRGM Management Sensitivity Case

For the Quarter Ending

For the Years Ending December 31,

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

NRGM GP/IDR Cash Flow Standalone

$2.1

$2.1

$2.1

$2.5

$8.9

$13.0

$14.9

$15.2

$15.8

CMLP GP/IDR Cash Flow Standalone

5.2

5.2

5.1

5.1

20.6

23.6

23.6

23.6

25.9

Total Combined GP/IDR Cash Flows Standalone

$7.3

$7.3

$7.3

$7.6

$29.5

$36.6

$38.5

$38.8

$41.7

Pro Forma NRGM GP/IDR Cash Flow

$7.3

$7.3

$7.8

$7.8

$30.2

$34.9

$44.2

$58.1

$71.3

Incremental Combined GP/IDR Cash Flow Created

$--

$--

$0.5

$0.2

0.8

($1.7)

$5.8

$19.3

$29.7

Crestwood Holdings Economics

CMLP Standalone LP Unit Distributions Forgone

$--

$--

($10.0)

($10.0)

(20.1)

(54.1)

($54.1)

($54.1)

($55.1)

Less: CMLP GP/IDRs Forgone

--

--

(5.1)

(5.1)

(10.3)

(23.6)

(23.6)

(23.6)

(25.9)

Plus: Distributions on NRGM LP Units Owned by Crestwood Holdings

--

--

9.1

9.1

18.3

37.0

38.3

40.1

41.7

Plus: 29.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

--

--

2.3

2.3

4.5

10.1

12.8

16.9

20.7

Plus: 29.0% of Pro Forma Distributions on NRGM Units Currently Owned by NRGY

--

--

6.9

6.9

13.8

27.9

28.9

30.2

31.5

Plus: 29.0% of Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

--

--

0.8

0.8

1.7

3.4

3.5

3.7

3.8

Plus: Pro-Rata Share of $25.0 MM Payment from NRGM

--

--

8.3

--

8.3

--

--

--

--

Plus: 29.0% of Pro-Rata Share of $25.0MM Payment from NRGM (NRGY Ownership)

--

--

0.8

--

0.8

--

--

--

--

Less: Up-Front Payment to Acquire IHGP

--

--

(75.0)

--

(75.0)

--

--

--

--

Net Cash Flow Differential to Crestwood Holdings

$--

$--

($62.0)

$4.0

($58.1)

$0.8

$5.9

$13.2

$16.7

Original NRGY Unitholder Economics

Standalone Distributions on NRGM Units Forgone

$--

$--

($22.3)

($22.5)

($44.7)

($92.0)

($93.2)

($93.2)

($93.2)

Plus: 71.0% Pro Forma Distributions on NRGM Units Currently Owned by NRGY

--

--

16.9

16.9

$33.7

$68.3

70.7

74.0

77.0

Plus: 71.0% Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

--

--

2.0

2.0

$4.1

$8.3

8.6

9.0

9.3

Less: Standalone NRGM GP Cash Flow

--

--

(2.1)

(2.5)

(4.6)

(13.0)

(14.9)

(15.2)

(15.8)

Plus: 71.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

--

--

5.5

5.6

11.1

24.8

31.4

41.3

50.6

Plus: 71.0% of Pro-Rata Share of $25.0 MM Payment from NRGM

--

--

1.8

--

1.8

--

--

--

--

Net Cash Flow Differential to NRGY's Unitholders

$--

$--

$1.9

($0.4)

$1.4

($3.6)

$2.6

$15.8

$28.0

DRAFT

Confidential

Pro Forma Impact to NRGY & Crestwood Holdings (cont’d)

19

Summary Pro Forma Impact of Proposed Transaction to NRGY and Crestwood Holdings

The following sets forth the pro forma impact to NRGY and Crestwood Holdings based on the Proposed

Transaction utilizing the CMLP Management Financial Projections and the NRGM Management

Sensitivity Case

CMLP Management Financial Projections and the NRGM Management Sensitivity Case

For the Quarter Ending

For the Years Ending December 31,

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

NRGM GP/IDR Cash Flow Standalone

$2.1

$2.1

$2.1

$2.5

$8.9

$13.0

$14.9

$15.2

$15.8

CMLP GP/IDR Cash Flow Standalone

5.2

5.2

5.7

6.2

22.2

30.3

43.4

57.7

73.5

Total Combined GP/IDR Cash Flows Standalone

$7.3

$7.3

$7.8

$8.6

$31.1

$43.4

$58.2

$72.9

$89.2

Pro Forma NRGM GP/IDR Cash Flow

$7.3

$7.3

$7.8

$7.8

$30.2

$47.4

$74.6

$100.9

$128.5

Incremental Combined GP/IDR Cash Flow Created

$--

$--

($0.0)

($0.8)

(0.8)

$4.0

$16.4

$28.0

$39.3

Crestwood Holdings Economics

CMLP Standalone LP Unit Distributions Forgone

$--

$--

($10.2)

($10.4)

(20.7)

(57.0)

($62.7)

($69.0)

($75.9)

Less: CMLP GP/IDRs Forgone

--

--

(5.7)

(6.2)

(11.9)

(30.3)

(43.4)

(57.7)

(73.5)

Plus: Distributions on NRGM LP Units Owned by Crestwood Holdings

--

--

9.1

9.1

18.3

38.8

42.6

46.0

49.4

Plus: 29.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

--

--

2.3

2.3

4.5

13.7

21.6

29.3

37.3

Plus: 29.0% of Pro Forma Distributions on NRGM Units Currently Owned by NRGY

--

--

6.9

6.9

13.8

29.2

32.1

34.6

37.2

Plus: 29.0% of Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

--

--

0.8

0.8

1.7

3.5

3.9

4.2

4.5

Plus: Pro-Rata Share of $25.0 MM Payment from NRGM

--

--

8.3

--

8.3

--

--

--

--

Plus: 29.0% of Pro-Rata Share of $25.0MM Payment from NRGM (NRGY Ownership)

--

--

0.8

--

0.8

--

--

--

--

Less: Up-Front Payment to Acquire IHGP

--

--

(75.0)

--

(75.0)

--

--

--

--

Net Cash Flow Differential to Crestwood Holdings

$--

$--

($62.8)

$2.5

($60.2)

($2.1)

($5.9)

($12.6)

($21.0)

Original NRGY Unitholder Economics

Standalone Distributions on NRGM Units Forgone

$--

$--

($22.3)

($22.5)

($44.7)

($92.0)

($93.2)

($93.2)

($93.2)

Plus: 71.0% Pro Forma Distributions on NRGM Units Currently Owned by NRGY

--

--

16.9

16.9

$33.7

$71.5

78.6

84.8

91.1

Plus: 71.0% Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

--

--

2.0

2.0

$4.1

$8.7

9.5

10.3

11.0

Less: Standalone NRGM GP Cash Flow

--

--

(2.1)

(2.5)

(4.6)

(13.0)

(14.9)

(15.2)

(15.8)

Plus: 71.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

--

--

5.5

5.6

11.1

33.6

53.0

71.7

91.3

Plus: 71.0% of Pro-Rata Share of $25.0 MM Payment from NRGM

--

--

1.8

--

1.8

--

--

--

--

Net Cash Flow Differential to NRGY's Unitholders

$--

$--

$1.9

($0.4)

$1.4

$8.8

$33.0

$58.3

$84.5

DRAFT

IV.

Summary Pro Forma Impact of Certain Potential

Adjustments to the Proposed Transaction

DRAFT

Confidential

Overview

20

Evercore, at the Conflicts Committee’s request, has analyzed the impact to CMLP unitholders of the following

suggested changes to the Proposed Transaction

–

Incorporating a general partner incentive distribution right giveback (“GP IDR Giveback”) for 12 quarters

immediately preceding the closing date of the Proposed Transaction, including sensitivities with respect to

GP IDR givebacks of up to 100.0% of the incremental GP IDRs generated from the Proposed Transaction

–

No

premium

for

the

CMLP

units

exchanged

by

Crestwood

Holdings

in

the

Proposed

Transaction

–

Incorporating additional cash compensation from Crestwood Holdings to CMLP unitholders of up to $50.0

million

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction

DRAFT

Confidential

21

Note: Total GP IDR Giveback includes 12 quarters immediately proceeding the closing date of the Proposed Transaction

The following sets forth the impact on pro forma distribution per unit and resulting break even yield for CMLP

unitholders assuming various levels of a GP IDR Giveback assuming the NRGM Management Financial

Projections, the CMLP Management Financial Projections and the CMLP Management Sensitivity Case

NRGM Management Financial Projections and the CMLP Management Financial Projections

NRGM Management Financial Projections and the CMLP Management Sensitivity Case

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

($0.13)

($0.15)

($0.16)

($0.26)

($0.44)

12.5%/ $4.7

(0.13)

(0.15)

(0.14)

(0.25)

(0.44)

25.0%/ $9.4

(0.13)

(0.14)

(0.13)

(0.24)

(0.44)

37.5%/ $14.1

(0.13)

(0.13)

(0.11)

(0.23)

(0.44)

50.0%/ $18.7

(0.13)

(0.13)

(0.10)

(0.22)

(0.44)

62.5%/ $23.4

(0.13)

(0.12)

(0.08)

(0.21)

(0.44)

75.0%/ $28.1

(0.13)

(0.11)

(0.06)

(0.20)

(0.44)

87.5%/ $32.8

(0.13)

(0.10)

(0.05)

(0.19)

(0.44)

100.0%/ $37.5

(0.13)

(0.10)

(0.03)

(0.18)

(0.44)

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.6%

7.5%

7.6%

7.3%

6.9%

12.5%/ $4.7

7.6%

7.6%

7.6%

7.3%

6.9%

25.0%/ $9.4

7.6%

7.6%

7.7%

7.4%

6.9%

37.5%/ $14.1

7.6%

7.6%

7.7%

7.4%

6.9%

50.0%/ $18.7

7.6%

7.6%

7.8%

7.4%

6.9%

62.5%/ $23.4

7.6%

7.7%

7.8%

7.5%

6.9%

75.0%/ $28.1

7.6%

7.7%

7.9%

7.5%

6.9%

87.5%/ $32.8

7.6%

7.7%

7.9%

7.5%

6.9%

100.0%/ $37.5

7.6%

7.7%

8.0%

7.5%

6.9%

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

($0.10)

($0.14)

($0.05)

$0.03

$0.04

12.5%/ $2.1

(0.10)

(0.14)

(0.04)

0.04

0.04

25.0%/ $4.2

(0.10)

(0.13)

(0.03)

0.05

0.04

37.5%/ $6.2

(0.10)

(0.13)

(0.03)

0.05

0.04

50.0%/ $8.3

(0.10)

(0.13)

(0.02)

0.06

0.04

62.5%/ $10.4

(0.10)

(0.13)

(0.01)

0.07

0.04

75.0%/ $12.5

(0.10)

(0.13)

(0.01)

0.07

0.04

87.5%/ $14.6

(0.10)

(0.13)

0.00

0.08

0.04

100.0%/ $16.7

(0.10)

(0.13)

0.01

0.09

0.04

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.7%

7.6%

7.9%

8.2%

8.2%

12.5%/ $2.1

7.7%

7.6%

8.0%

8.3%

8.2%

25.0%/ $4.2

7.7%

7.6%

8.0%

8.3%

8.2%

37.5%/ $6.2

7.7%

7.6%

8.0%

8.3%

8.3%

50.0%/ $8.3

7.7%

7.6%

8.0%

8.3%

8.3%

62.5%/ $10.4

7.7%

7.6%

8.1%

8.4%

8.3%

75.0%/ $12.5

7.7%

7.6%

8.1%

8.4%

8.3%

87.5%/ $14.6

7.7%

7.6%

8.1%

8.4%

8.3%

100.0%/ $16.7

7.7%

7.6%

8.1%

8.5%

8.3%

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction

Pro Forma Impact of GP IDR Giveback 

CMLP Breakeven Yield

CMLP Distribution/LP Unit Accretion/(Dilution) - $

CMLP Distribution/LP Unit Accretion/(Dilution) - $

CMLP Breakeven Yield

Pro Forma Impact of GP IDR Giveback (cont’d)

22

Note: Total GP IDR Giveback includes 12 quarters immediately proceeding the closing date of the Proposed Transaction

The following sets forth the impact on pro forma distribution per unit and resulting break even yield for CMLP

unitholders assuming various levels of a GP IDR Giveback assuming the NRGM Management Sensitive Case,

the CMLP Management Financial Projections and the CMLP Management Sensitivity Case

NRGM Management Sensitivity Case and the CMLP Management Sensitivity Case

NRGM Management Sensitivity Case and the CMLP Management Financial Projections

Confidential

DRAFT

CMLP Breakeven Yield

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.7%

7.4%

7.6%

8.0%

8.2%

12.5%/ $2.8

7.7%

7.4%

7.7%

8.0%

8.2%

25.0%/ $5.6

7.7%

7.4%

7.7%

8.1%

8.2%

37.5%/ $8.4

7.7%

7.4%

7.7%

8.1%

8.2%

50.0%/ $11.2

7.7%

7.4%

7.8%

8.2%

8.2%

62.5%/ $14.0

7.7%

7.4%

7.8%

8.2%

8.2%

75.0%/ $16.8

7.7%

7.4%

7.8%

8.2%

8.2%

87.5%/ $19.6

7.7%

7.4%

7.9%

8.3%

8.2%

100.0%/ $22.4

7.8%

7.4%

7.9%

8.3%

8.2%

For the Years Ending December` 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

($0.10)

($0.18)

($0.12)

($0.03)

$0.02

12.5%/ $2.8

(0.10)

(0.18)

(0.11)

(0.02)

0.02

25.0%/ $5.6

(0.10)

(0.18)

(0.10)

(0.01)

0.02

37.5%/ $8.4

(0.10)

(0.18)

(0.09)

0.00

0.02

50.0%/ $11.2

(0.10)

(0.18)

(0.09)

0.01

0.02

62.5%/ $14.0

(0.09)

(0.17)

(0.08)

0.02

0.02

75.0%/ $16.8

(0.09)

(0.17)

(0.07)

0.03

0.02

87.5%/ $19.6

(0.09)

(0.17)

(0.07)

0.04

0.02

100.0%/ $22.4

(0.09)

(0.17)

(0.06)

0.05

0.02

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

($0.13)

($0.20)

($0.23)

($0.30)

($0.38)

12.5%/ $5.4

(0.13)

(0.20)

(0.21)

(0.28)

(0.38)

25.0%/ $10.8

(0.13)

(0.19)

(0.20)

(0.27)

(0.38)

37.5%/ $16.2

(0.13)

(0.18)

(0.18)

(0.26)

(0.38)

50.0%/ $21.6

(0.13)

(0.18)

(0.16)

(0.24)

(0.38)

62.5%/ $27.0

(0.13)

(0.17)

(0.14)

(0.23)

(0.38)

75.0%/ $32.5

(0.13)

(0.16)

(0.13)

(0.21)

(0.38)

87.5%/ $37.9

(0.13)

(0.16)

(0.11)

(0.20)

(0.38)

100.0%/ $43.3

(0.13)

(0.15)

(0.09)

(0.19)

(0.38)

CMLP Breakeven Yield

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.6%

7.3%

7.3%

7.2%

7.0%

12.5%/ $5.4

7.6%

7.4%

7.4%

7.2%

7.0%

25.0%/ $10.8

7.6%

7.4%

7.4%

7.3%

7.0%

37.5%/ $16.2

7.6%

7.4%

7.5%

7.3%

7.0%

50.0%/ $21.6

7.6%

7.4%

7.6%

7.4%

7.0%

62.5%/ $27.0

7.6%

7.5%

7.6%

7.4%

7.0%

75.0%/ $32.5

7.6%

7.5%

7.7%

7.4%

7.0%

87.5%/ $37.9

7.6%

7.5%

7.7%

7.5%

7.0%

100.0%/ $43.3

7.6%

7.5%

7.8%

7.5%

7.0%

CMLP Distribution/LP Unit Accretion/(Dilution) - $

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction

CMLP Distribution/LP Unit Accretion/(Dilution) - $

DRAFT

Confidential

Pro Forma Impact of Crestwood Holdings CMLP Units Receiving No Premium

23

The following sets forth the impact on pro forma distributions and resulting break even yield for CMLP

unitholders assuming Crestwood Holdings receives no premium for its wholly owned CMLP units exchanged for

NRGM units assuming the NRGM Management Financial Projections, the CMLP Management Financial

Projections and the CMLP Management Sensitivity Case

NRGM Management Financial Projections and the CMLP Management Financial Projections

NRGM Management Financial Projections and the CMLP Management Sensitivity Case

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

($0.13)

($0.15)

($0.16)

($0.26)

($0.44)

(0.13)

(0.14)

(0.15)

(0.25)

(0.42)

No Premium on Affiliate Owned Units

(0.13)

(0.14)

(0.15)

(0.25)

(0.42)

CMLP Breakeven Yield

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

7.6%

7.5%

7.6%

7.3%

6.9%

No Premium on Affiliate Owned Units

7.6%

7.6%

7.6%

7.3%

6.9%

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

($0.10)

($0.14)

($0.05)

$0.03

$0.04

(0.10)

(0.13)

(0.03)

0.05

0.05

No Premium on Affiliate Owned Units

(0.10)

(0.13)

(0.03)

0.05

0.05

CMLP Breakeven Yield

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

7.7%

7.6%

7.9%

8.2%

8.2%

No Premium on Affiliate Owned Units

7.7%

7.6%

8.0%

8.3%

8.3%

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction

CMLP Distribution/LP Unit Accretion/(Dilution) - $

CMLP Distribution/LP Unit Accretion/(Dilution) - $

DRAFT

Confidential

Pro Forma Impact of Crestwood Holdings CMLP Units Receiving No Premium (cont’d)

24

NRGM Management Sensitivity Case and the CMLP Management Sensitivity Case

NRGM Management Sensitivity Case and the CMLP Management Financial Projections

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

($0.10)

($0.18)

($0.12)

($0.03)

$0.02

(0.10)

(0.17)

(0.11)

(0.02)

0.03

No Premium on Affiliate Owned Units

(0.10)

(0.17)

(0.11)

(0.02)

0.03

CMLP Breakeven Yield

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

7.7%

7.4%

7.6%

8.0%

8.2%

No Premium on Affiliate Owned Units

7.7%

7.4%

7.7%

8.0%

8.2%

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

($0.13)

($0.20)

($0.23)

($0.30)

($0.38)

(0.13)

(0.19)

(0.22)

(0.28)

(0.37)

No Premium on Affiliate Owned Units

(0.13)

(0.19)

(0.22)

(0.28)

(0.37)

CMLP Breakeven Yield

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

7.6%

7.3%

7.3%

7.2%

7.0%

No Premium on Affiliate Owned Units

7.6%

7.4%

7.4%

7.2%

7.1%

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction

The following sets forth the impact on pro forma distributions and resulting break even yield for CMLP

unitholders assuming Crestwood Holdings receives no premium for its wholly owned CMLP units exchanged

for NRGM units assuming the NRGM Management Sensitive Case, the CMLP Management Financial

Projections and the CMLP Management Sensitivity Case

CMLP Distribution/LP Unit Accretion/(Dilution) - $

CMLP Distribution/LP Unit Accretion/(Dilution) - $

DRAFT

Confidential

Pro Forma Impact of Additional Cash Compensation from NRGY to CMLP

Unitholders

25

(1)

NRGM Management Financial Projections and the CMLP Management Financial Projections

NRGM Management Financial Projections and the CMLP Management Sensitivity Case

CMLP Distribution/LP Unit Accretion/(Dilution) - $

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

($0.13)

($0.15)

($0.16)

($0.26)

($0.44)

10.0

(0.13)

(0.15)

(0.16)

(0.26)

(0.44)

20.0

(0.13)

(0.15)

(0.16)

(0.26)

(0.44)

30.0

(0.13)

(0.15)

(0.16)

(0.26)

(0.44)

40.0

(0.13)

(0.15)

(0.16)

(0.26)

(0.44)

50.0

(0.13)

(0.15)

(0.16)

(0.26)

(0.44)

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

7.7%

7.7%

7.7%

7.4%

7.0%

10.0

7.8%

7.7%

7.7%

7.4%

7.0%

20.0

7.8%

7.7%

7.8%

7.5%

7.0%

30.0

7.9%

7.8%

7.8%

7.5%

7.1%

40.0

7.9%

7.9%

7.8%

7.6%

7.1%

50.0

8.0%

7.9%

7.9%

7.6%

7.1%

CMLP Distribution/LP Unit Accretion/(Dilution) - $

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

($0.10)

($0.14)

($0.05)

$0.03

$0.04

10.0

(0.10)

(0.14)

(0.05)

0.03

0.04

20.0

(0.10)

(0.14)

(0.05)

0.03

0.04

30.0

(0.10)

(0.14)

(0.05)

0.03

0.04

40.0

(0.10)

(0.14)

(0.05)

0.03

0.04

50.0

(0.10)

(0.14)

(0.05)

0.03

0.04

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

7.8%

7.7%

8.1%

8.4%

8.4%

10.0

7.9%

7.7%

8.1%

8.4%

8.4%

20.0

7.9%

7.8%

8.2%

8.5%

8.5%

30.0

8.0%

7.9%

8.2%

8.6%

8.6%

40.0

8.1%

7.9%

8.3%

8.6%

8.6%

50.0

8.1%

8.0%

8.3%

8.7%

8.7%

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction

Standalone projected unit price adjusted for $0.41 per unit cash consideration from the Proposed Transaction and additional One Time Payment from Crestwood Holdings

The following sets forth the impact on pro forma distributions and resulting break even yield for CMLP unitholders

assuming Crestwood Holdings provides additional cash compensation in the Proposed Transaction assuming the

NRGM Management Financial Projections, the CMLP Management Financial Projections and the CMLP

Management Sensitivity Case

CMLP Breakeven Yield

(1)

CMLP Breakeven Yield

(1)

DRAFT

Confidential

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

7.8%

7.5%

7.8%

8.1%

8.3%

10.0

7.9%

7.6%

7.8%

8.2%

8.4%

20.0

7.9%

7.6%

7.9%

8.2%

8.4%

30.0

8.0%

7.7%

7.9%

8.3%

8.5%

40.0

8.0%

7.7%

8.0%

8.4%

8.5%

50.0

8.1%

7.8%

8.0%

8.4%

8.6%

26

NRGM Management Sensitivity Case and the CMLP Management Sensitivity Case

NRGM Management Sensitivity Case and the CMLP Management Financial Projections

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

($0.10)

($0.18)

($0.12)

($0.03)

$0.02

10.0

(0.10)

(0.18)

(0.12)

(0.03)

0.02

20.0

(0.10)

(0.18)

(0.12)

(0.03)

0.02

30.0

(0.10)

(0.18)

(0.12)

(0.03)

0.02

40.0

(0.10)

(0.18)

(0.12)

(0.03)

0.02

50.0

(0.10)

(0.18)

(0.12)

(0.03)

0.02

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

($0.13)

($0.20)

($0.23)

($0.30)

($0.38)

10.0

(0.13)

(0.20)

(0.23)

(0.30)

(0.38)

20.0

(0.13)

(0.20)

(0.23)

(0.30)

(0.38)

30.0

(0.13)

(0.20)

(0.23)

(0.30)

(0.38)

40.0

(0.13)

(0.20)

(0.23)

(0.30)

(0.38)

50.0

(0.13)

(0.20)

(0.23)

(0.30)

(0.38)

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

7.7%

7.5%

7.4%

7.3%

7.1%

10.0

7.8%

7.5%

7.5%

7.3%

7.1%

20.0

7.8%

7.6%

7.5%

7.4%

7.2%

30.0

7.9%

7.6%

7.6%

7.4%

7.2%

40.0

7.9%

7.6%

7.6%

7.4%

7.2%

50.0

8.0%

7.7%

7.7%

7.5%

7.3%

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction

CMLP Distribution/LP Unit Accretion/(Dilution) - $

CMLP Breakeven Yield

(1)

(1)

Pro Forma Impact of Additional Cash Compensation from NRGY to CMLP

Unitholders (cont’d)

(1)

Standalone projected unit price adjusted for $0.41 per unit cash consideration from the Proposed Transaction and additional One Time Payment from Crestwood Holdings

The following sets forth the impact on pro forma distributions and resulting break even yield for CMLP unitholders

assuming Crestwood Holdings provides additional cash compensation in the Proposed Transaction assuming the

NRGM Management Sensitive Case, the CMLP Management Financial Projections and the CMLP Management

Sensitivity Case

CMLP Distribution/LP Unit Accretion/(Dilution) - $

CMLP Breakeven Yield

DRAFT

Appendix

DRAFT

A.

NRGM Management Sensitivity Case

DRAFT

Confidential

NRGM Management Sensitivity Case

27

The NRGM Management Sensitivity Case as provided by CMLP management and utilized herein by Evercore is

based on the NRGM Management Financial Projections as adjusted by the following assumptions:

–

Firm storage is re-contracted at an average rate of $0.085 per maximum storage quantity per month with a

$0.01 increase each year beginning in fiscal 2015E

–

Hub Services EBITDA remains flat at $11.0 million following 2013E

–

A reduction of 100 MMcfd  of Marc I unsubscribed firm transportation volume at $0.192/Dekatherm

beginning the third quarter of fiscal 2013E through the end of fiscal 2014E

Assumes 50.0% of 100 Mcfd capacity is utilized beginning in 2015E and thereafter

–

All COLT contracts roll to mid-2016E at current take-or-pay rates

COLT contracts roll to volumetric recovery upon expiration at 60.0% utilization thereafter

–

Elimination of the Seneca Lake Gas Storage Expansion project in 2015E and associated growth capital

expenditures

–

Delay of Watkins-Glen NGL storage by one quarter from Q4 2013 to Q1 2014

–

Elimination

of

COLT

Hub

Phase

II

project

in

2015E

and

associated

growth

capital

expenditures,

while

COLT Hub Phase I is assumed to secure long-term take-or-pay contracts at current projected rates

–

Elimination of the Commonwealth Pipeline expansion project in 2016E and associated growth capital

expenditures

–

Assumes the same total distribution coverage that was assumed in

the NRGM Management Financial

Projections

NRGM Management Sensitivity Case – Assumptions

DRAFT

Confidential

NRGM Management Sensitivity Case

($ in millions)

28

NRGM Management Sensitivity Case

The following sets forth selected operating and financial projections provided by CMLP management and used to

derive the NRGM Management Sensitivity Case utilized herein:

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E -

2017E

Growth Capital Expenditures

Commonwealth Pipeline

--

--

--

--

Seneca Lake Gas Storage Expansion

--

--

--

--

Watkins Glen NGL Expansion

(10.7)

--

--

--

COLT Hub

--

--

--

--

COLT Hub Expansion I

(28.5)

--

--

--

COLT Hub Expansion II

--

--

--

--

Other NRGM Growth

(2.0)

(2.0)

(2.0)

(2.0)

Total

($116.0)

($41.2)

($2.0)

($2.0)

($2.0)

Revenue

Firm Storage

$101.4

$104.7

$101.3

$99.4

$99.4

(0.5%)

Transportation

44.9

53.2

56.7

58.2

62.6

8.6%

Hub Services

11.0

11.0

11.0

11.0

11.0

0.0%

Salt

48.1

50.3

51.4

51.4

51.4

1.7%

Crude and Other

41.5

78.7

84.9

81.9

72.0

14.8%

Total Revenue

$247.0

$297.9

$305.4

$302.0

$296.5

4.7%

Cost of Sales/Service

Storage

($7.4)

($4.7)

($4.9)

($5.1)

($5.1)

(9.0%)

Transportation

(7.7)

(10.5)

(10.5)

(11.9)

(16.1)

20.3%

Salt

(29.0)

(29.5)

(30.0)

(30.0)

(30.0)

0.8%

Crude and Other

(5.6)

(8.4)

(9.1)

(9.4)

(9.6)

14.4%

Total Cost of Sales/Service

($49.7)

($53.0)

($54.5)

($56.4)

($60.7)

5.1%

Gross Profit

Storage & Transportation

$142.3

$153.7

$153.6

$151.6

$151.8

1.6%

Salt

19.1

20.8

21.5

21.5

21.5

2.9%

Crude and Other

35.9

70.3

75.8

72.5

62.4

14.8%

Total Gross Profit

$197.3

$244.9

$250.9

$245.6

$235.8

4.5%

Less: Total Operating Expenses

(31.1)

(33.8)

(34.9)

(36.3)

(37.8)

Plus: Minority Interest and Other Expense

0.0

--

--

--

--

Adjusted EBITDA

$166.3

$211.1

$216.0

$209.3

$198.0

4.5%

Note: Bold text represents those line items that differ from the NRGM Management Financial Projections

DRAFT

Confidential

NRGM Management Sensitivity Case (cont’d)

($ in millions, except per unit amounts)

29

NRGM Management Sensitivity Case

The following sets forth the NRGM Management Sensitivity Case utilized by Evercore in its analysis herein:

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

Adjusted EBITDA

$166.3

$211.1

$216.0

$209.3

$198.0

(2.1%)

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Interest Expense

(34.7)

(42.3)

(46.6)

(44.4)

(42.7)

Other

4.6

(0.3)

2.7

1.3

(1.3)

Distributable Cash Flow

$131.7

$161.5

$164.2

$157.9

$145.3

(3.5%)

Distributed Cash Flow

Common Units - Public

$46.5

$47.7

$48.8

$51.1

$58.1

Common Units - NRGY

88.8

91.2

93.2

93.2

93.2

General Partner

8.2

11.8

14.8

15.1

15.8

Distributed Cash Flow

$143.5

$150.7

$156.8

$159.3

$167.1

3.5%

% to GP

5.7%

7.8%

9.4%

9.4%

9.4%

GP IDRs

$8.2

$11.8

$14.8

$15.1

$15.8

10.3%

Weighted Average LP Units Outstanding

85.9

85.9

85.9

87.3

91.5

DCF / LP Unit

$1.49

$1.68

$1.70

$1.64

$1.53

(3.0%)

Distribution / LP Unit

1.58

1.62

1.65

1.65

1.65

0.7%

LP Coverage

0.95x

1.04x

1.03x

1.00x

0.93x

Total Coverage

0.92

1.07

1.05

0.99

0.87

Distributable Cash Flow Surplus / (Shortfall)

($11.8)

$10.8

$7.5

($1.4)

($21.8)

DRAFT

Confidential

NRGM Management Sensitivity Case (cont’d)

($ in millions)

30

NRGM Management Sensitivity Case

For the Fiscal Years Ending September 30,

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued for Growth Capital Expenditures

$--

$--

$--

$--

$--

Equity Issued for Rangeland Acquisition

225.0

--

--

--

--

Equity Issuance in Q4 2016E

--

--

--

150.0

--

Debt Issued / (Repaid)

353.5

21.9

(3.9)

(88.0)

24.2

DCF Surplus / (Shortfall)

(11.8)

10.8

7.5

(1.4)

(21.8)

Total Sources

$566.7

$32.7

$3.6

$60.6

$2.4

Debt Issued / (Repaid), net of Surplus / (Shortfall)

$353.5

$21.9

($3.9)

($88.0)

$24.2

Total Equity Issued

225.0

--

--

--

--

Uses:

Growth Capital Expenditures

$116.0

$41.2

$2.0

$2.0

$2.0

Rangeland Acquisition

425.0

--

--

--

--

Rangeland Transaction Fees and Expenses

6.0

--

--

--

--

Excess Cash

--

--

--

57.1

--

Other

19.7

(8.5)

1.6

1.5

0.4

Total Uses

$566.7

$32.7

$3.6

$60.6

$2.4

Credit Statistics

Debt / Adjusted EBITDA

4.6x

3.8x

3.6x

3.3x

3.7x

Net Debt / Adjusted EBITDA

4.6

3.8

3.6

3.1

3.4

Capital Structure

Cash

$--

$--

$--

$57.1

$57.1

Total Debt

770.0

791.9

788.0

700.0

724.2

Net Debt

$770.0

$791.9

$788.0

$642.9

$667.1

The following sets forth the funding assumptions utilized in the NRGM Management Sensitivity Case and NRGM’s

resulting capital structure and credit statistics

DRAFT

Confidential

NRGM Management Sensitivity Case (cont’d)

($ in millions, except per unit amounts)

31

NRGM Management Sensitivity Case

Source: NRGM management; Wall Street Research

NRGM Management Financial Projections

NRGM Management Sensitivity Case

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2015E

Adjusted EBITDA

$171.6

$223.5

$242.7

$260.9

$287.5

18.9%

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Interest Expense

(34.8)

(42.7)

(52.1)

(56.5)

(57.2)

Other

4.6

(0.3)

2.7

1.3

(1.3)

Distributable Cash Flow

$136.9

$173.5

$185.4

$197.5

$220.4

16.4%

DCF / LP Unit

$1.52

$1.75

$1.82

$1.87

$1.94

9.3%

Distribution / LP Unit

1.59

1.68

1.77

1.85

1.88

5.5%

LP Coverage

0.96x

1.04x

1.03x

1.01x

1.03x

Total Coverage

0.94

1.07

1.05

1.02

1.06

Distributable Cash Flow Surplus / (Shortfall)

($9.2)

$11.6

$8.4

$3.6

$11.6

For the Fiscal Years Ending September 30,

CAGR

Difference versus NRGM Management Financial Projections

2013E

2014E

2015E

2016E

2017E

2013E - 2015E

2013E

2014E

2015E

2016E

2017E

Adjusted EBITDA

$166.3

$211.1

$216.0

$209.3

$198.0

14.0%

($5.3)

($12.4)

($26.7)

($51.6)

($89.6)

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

--

--

--

--

--

Less: Interest Expense

(34.7)

(42.3)

(46.6)

(44.4)

(42.7)

0.1

0.4

5.5

12.1

14.5

Other

4.6

(0.3)

2.7

1.3

(1.3)

--

--

--

--

--

Distributable Cash Flow

$131.7

$161.5

$164.2

$157.9

$145.3

11.7%

($5.2)

($12.0)

($21.2)

($39.6)

($75.1)

DCF / LP Unit

$1.49

$1.68

$1.70

$1.64

$1.53

6.6%

($0.03)

($0.07)

($0.12)

($0.23)

($0.41)

Distribution / LP Unit

1.58

1.62

1.65

1.65

1.65

2.4%

(0.01)

(0.07)

(0.12)

(0.20)

(0.23)

LP Coverage

0.95x

1.04x

1.03x

1.00x

0.93x

Total Coverage

0.92

1.07

1.05

0.99

0.87

Distributable Cash Flow Surplus / (Shortfall)

($11.8)

$10.8

$7.5

($1.4)

($21.8)

The following sets forth a comparison of the NRGM Management Financial Projections and the NRGM Management

Sensitivity Case utilized by Evercore in its analysis herein

EX-99.(C)(5)

Project Intrepid

April 28, 2013

EXHIBIT (c)(5)

DRAFT

Preliminary and Subject

to Change

Preliminary Materials Prepared for the Conflicts Committee

of the Board of Directors of Crestwood Gas Services GP LLC

DRAFT

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of Crestwood Gas

Services GP LLC (the “Company”), the general partner of Crestwood Midstream Partners LP (the “Partnership”), to whom such materials are directly addressed and delivered

and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided

by or on behalf of the Partnership and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for

independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information

includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or

obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and

judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or

implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the

present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These materials are not intended to provide

the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are

proprietary to Evercore and were prepared for the benefit and internal use of the Conflicts Committee.

These materials were compiled on a confidential basis for use by the Conflicts Committee in evaluating the potential transaction described herein and not with a view to public

disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent

of Evercore.

These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing

for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect

information known to other professionals in other business areas of Evercore and its affiliates.

Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by

Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek

legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein.

Pro Forma Impact of GP IDR Giveback

1

Note: Total GP IDR Giveback includes 12 quarters immediately proceeding the closing date of the Proposed Transaction

(1)  Standalone

projected

unit

price

adjusted

for

$0.41

per

unit

cash

consideration

from

the

Proposed

Transaction

and

additional

One

Time

Payment

from

Crestwood

Holdings

The following sets forth the impact on pro forma distribution per unit and resulting break even yield for CMLP

unitholders assuming various levels of a GP IDR Giveback assuming the NRGM Management Financial Projections

and the CMLP Management Financial Projections

NRGM Management Financial Projections and the CMLP Management Financial Projections

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.8%

7.7%

7.8%

7.5%

7.0%

12.5%/ $4.7

7.8%

7.8%

7.8%

7.5%

7.0%

25.0%/ $9.4

7.8%

7.8%

7.9%

7.5%

7.0%

37.5%/ $14.1

7.8%

7.8%

7.9%

7.6%

7.0%

50.0%/ $18.7

7.8%

7.9%

8.0%

7.6%

7.0%

62.5%/ $23.4

7.8%

7.9%

8.0%

7.6%

7.0%

75.0%/ $28.1

7.8%

7.9%

8.1%

7.7%

7.0%

87.5%/ $32.8

7.8%

7.9%

8.2%

7.7%

7.0%

100.0%/ $37.5

7.8%

8.0%

8.2%

7.7%

7.0%

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.7%

7.7%

7.7%

7.4%

7.0%

12.5%/ $4.7

7.7%

7.7%

7.7%

7.4%

7.0%

25.0%/ $9.4

7.7%

7.7%

7.8%

7.5%

7.0%

37.5%/ $14.1

7.7%

7.7%

7.8%

7.5%

7.0%

50.0%/ $18.7

7.7%

7.8%

7.9%

7.5%

7.0%

62.5%/ $23.4

7.7%

7.8%

8.0%

7.6%

7.0%

75.0%/ $28.1

7.7%

7.8%

8.0%

7.6%

7.0%

87.5%/ $32.8

7.7%

7.8%

8.1%

7.6%

7.0%

100.0%/ $37.5

7.7%

7.9%

8.1%

7.6%

7.0%

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

($0.13)

($0.15)

($0.16)

($0.26)

($0.44)

12.5%/ $4.7

(0.13)

(0.15)

(0.14)

(0.25)

(0.44)

25.0%/ $9.4

(0.13)

(0.14)

(0.13)

(0.24)

(0.44)

37.5%/ $14.1

(0.13)

(0.13)

(0.11)

(0.23)

(0.44)

50.0%/ $18.7

(0.13)

(0.13)

(0.10)

(0.22)

(0.44)

62.5%/ $23.4

(0.13)

(0.12)

(0.08)

(0.21)

(0.44)

75.0%/ $28.1

(0.13)

(0.11)

(0.06)

(0.20)

(0.44)

87.5%/ $32.8

(0.13)

(0.10)

(0.05)

(0.19)

(0.44)

100.0%/ $37.5

(0.13)

(0.10)

(0.03)

(0.18)

(0.44)

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.8%

7.7%

7.7%

7.4%

7.0%

12.5%/ $4.7

7.8%

7.7%

7.8%

7.5%

7.0%

25.0%/ $9.4

7.8%

7.8%

7.8%

7.5%

7.0%

37.5%/ $14.1

7.8%

7.8%

7.9%

7.5%

7.0%

50.0%/ $18.7

7.8%

7.8%

7.9%

7.6%

7.0%

62.5%/ $23.4

7.8%

7.8%

8.0%

7.6%

7.0%

75.0%/ $28.1

7.8%

7.9%

8.1%

7.6%

7.0%

87.5%/ $32.8

7.8%

7.9%

8.1%

7.7%

7.0%

100.0%/ $37.5

7.8%

7.9%

8.2%

7.7%

7.0%

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed

Transaction

Confidential

DRAFT

CMLP Distribution/LP Unit Accretion/(Dilution) - $

CMLP

Breakeven

Yield

Assuming

$20.0MM

One Time Payment from

Crestwood Holdings

(1)

CMLP

Breakeven

Yield

Assuming

$0.0MM

One Time Payment from

Crestwood Holdings

(1)

CMLP

Breakeven

Yield

Assuming

$10.0MM

One Time Payment from

Crestwood Holdings

(1)

Pro Forma Impact of GP IDR Giveback

2

The following sets forth the impact on pro forma distribution per unit and resulting break even yield for CMLP

unitholders

assuming

various

levels

of

a

GP

IDR

Giveback

assuming

the

NRGM

Management

Financial Projections

and the CMLP Management Sensitivity Case

NRGM Management Financial Projections and the CMLP Management Sensitivity Case

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.9%

7.7%

8.1%

8.4%

8.4%

12.5%/ $2.1

7.9%

7.8%

8.1%

8.5%

8.4%

25.0%/ $4.2

7.9%

7.8%

8.2%

8.5%

8.4%

37.5%/ $6.2

7.9%

7.8%

8.2%

8.5%

8.4%

50.0%/ $8.3

7.9%

7.8%

8.2%

8.5%

8.4%

62.5%/ $10.4

7.9%

7.8%

8.3%

8.6%

8.4%

75.0%/ $12.5

7.9%

7.8%

8.3%

8.6%

8.4%

87.5%/ $14.6

7.9%

7.8%

8.3%

8.6%

8.4%

100.0%/ $16.7

7.9%

7.8%

8.3%

8.7%

8.4%

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.9%

7.8%

8.2%

8.5%

8.5%

12.5%/ $2.1

7.9%

7.8%

8.2%

8.5%

8.5%

25.0%/ $4.2

7.9%

7.8%

8.2%

8.6%

8.5%

37.5%/ $6.2

7.9%

7.8%

8.3%

8.6%

8.5%

50.0%/ $8.3

7.9%

7.8%

8.3%

8.6%

8.5%

62.5%/ $10.4

7.9%

7.8%

8.3%

8.6%

8.5%

75.0%/ $12.5

7.9%

7.8%

8.3%

8.7%

8.5%

87.5%/ $14.6

7.9%

7.8%

8.4%

8.7%

8.5%

100.0%/ $16.7

7.9%

7.8%

8.4%

8.7%

8.5%

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

($0.10)

($0.14)

($0.05)

$0.03

$0.04

0.0%/ $0.0

($0.10)

($0.14)

($0.05)

$0.03

$0.04

12.5%/ $2.1

(0.10)

(0.14)

(0.04)

0.04

0.04

25.0%/ $4.2

(0.10)

(0.13)

(0.03)

0.05

0.04

37.5%/ $6.2

(0.10)

(0.13)

(0.03)

0.05

0.04

50.0%/ $8.3

(0.10)

(0.13)

(0.02)

0.06

0.04

62.5%/ $10.4

(0.10)

(0.13)

(0.01)

0.07

0.04

75.0%/ $12.5

(0.10)

(0.13)

(0.01)

0.07

0.04

87.5%/ $14.6

(0.10)

(0.13)

0.00

0.08

0.04

100.0%/ $16.7

(0.10)

(0.13)

0.01

0.09

0.04

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.8%

7.7%

8.1%

8.4%

8.4%

12.5%/ $2.1

7.8%

7.7%

8.1%

8.4%

8.4%

25.0%/ $4.2

7.8%

7.7%

8.1%

8.4%

8.4%

37.5%/ $6.2

7.8%

7.7%

8.1%

8.5%

8.4%

50.0%/ $8.3

7.8%

7.7%

8.2%

8.5%

8.4%

62.5%/ $10.4

7.8%

7.7%

8.2%

8.5%

8.4%

75.0%/ $12.5

7.8%

7.7%

8.2%

8.5%

8.4%

87.5%/ $14.6

7.8%

7.7%

8.3%

8.6%

8.4%

100.0%/ $16.7

7.8%

7.7%

8.3%

8.6%

8.4%

Confidential

DRAFT

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed

Transaction

Note: Total GP IDR Giveback includes 12 quarters immediately proceeding the closing date of the Proposed Transaction

(1)

Standalone projected unit price adjusted for $0.41 per unit cash consideration from the Proposed Transaction and additional One Time Payment from Crestwood Holdings

CMLP Distribution/LP Unit Accretion/(Dilution) - $

CMLP

Breakeven

Yield

Assuming

$20.0MM

One Time Payment from

Crestwood Holdings

(1)

CMLP

Breakeven

Yield

Assuming

$0.0MM

One Time Payment from

Crestwood Holdings

(1)

CMLP

Breakeven

Yield

Assuming

$10.0MM

One Time Payment from

Crestwood Holdings

(1)

Pro Forma Impact of GP IDR Giveback

3

NRGM Management Sensitivity Case and the CMLP Management Sensitivity Case

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

($0.10)

($0.18)

($0.12)

($0.03)

$0.02

12.5%/ $2.8

(0.10)

(0.18)

(0.11)

(0.02)

0.02

25.0%/ $5.6

(0.10)

(0.18)

(0.10)

(0.01)

0.02

37.5%/ $8.4

(0.10)

(0.18)

(0.09)

0.00

0.02

50.0%/ $11.2

(0.10)

(0.18)

(0.09)

0.01

0.02

62.5%/ $14.0

(0.09)

(0.17)

(0.08)

0.02

0.02

75.0%/ $16.8

(0.09)

(0.17)

(0.07)

0.03

0.02

87.5%/ $19.6

(0.09)

(0.17)

(0.07)

0.04

0.02

100.0%/ $22.4

(0.09)

(0.17)

(0.06)

0.05

0.02

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.8%

7.5%

7.8%

8.1%

8.3%

12.5%/ $2.8

7.8%

7.5%

7.8%

8.2%

8.3%

25.0%/ $5.6

7.8%

7.5%

7.8%

8.2%

8.3%

37.5%/ $8.4

7.9%

7.5%

7.9%

8.3%

8.3%

50.0%/ $11.2

7.9%

7.5%

7.9%

8.3%

8.3%

62.5%/ $14.0

7.9%

7.5%

7.9%

8.3%

8.3%

75.0%/ $16.8

7.9%

7.5%

8.0%

8.4%

8.3%

87.5%/ $19.6

7.9%

7.5%

8.0%

8.4%

8.3%

100.0%/ $22.4

7.9%

7.6%

8.0%

8.4%

8.3%

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.9%

7.6%

7.8%

8.2%

8.4%

12.5%/ $2.8

7.9%

7.6%

7.9%

8.2%

8.4%

25.0%/ $5.6

7.9%

7.6%

7.9%

8.3%

8.4%

37.5%/ $8.4

7.9%

7.6%

7.9%

8.3%

8.4%

50.0%/ $11.2

7.9%

7.6%

7.9%

8.3%

8.4%

62.5%/ $14.0

7.9%

7.6%

8.0%

8.4%

8.4%

75.0%/ $16.8

7.9%

7.6%

8.0%

8.4%

8.4%

87.5%/ $19.6

7.9%

7.6%

8.0%

8.5%

8.4%

100.0%/ $22.4

7.9%

7.6%

8.1%

8.5%

8.4%

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.9%

7.6%

7.9%

8.2%

8.4%

12.5%/ $2.8

7.9%

7.6%

7.9%

8.3%

8.4%

25.0%/ $5.6

8.0%

7.6%

7.9%

8.3%

8.4%

37.5%/ $8.4

8.0%

7.6%

8.0%

8.4%

8.4%

50.0%/ $11.2

8.0%

7.6%

8.0%

8.4%

8.4%

62.5%/ $14.0

8.0%

7.6%

8.0%

8.4%

8.4%

75.0%/ $16.8

8.0%

7.6%

8.1%

8.5%

8.4%

87.5%/ $19.6

8.0%

7.7%

8.1%

8.5%

8.4%

100.0%/ $22.4

8.0%

7.7%

8.1%

8.6%

8.4%

Note: Total GP IDR Giveback includes 12 quarters immediately proceeding the closing date of the Proposed Transaction

(1) Standalone projected unit price adjusted for $0.41 per unit cash consideration from the Proposed Transaction and additional One Time Payment from Crestwood Holdings

Confidential

DRAFT

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed

Transaction

CMLP Distribution/LP Unit Accretion/(Dilution) - $

CMLP

Breakeven

Yield

Assuming

$20.0MM

One Time Payment from

Crestwood Holdings

(1)

CMLP

Breakeven

Yield

Assuming

$0.0MM

One Time Payment from

Crestwood Holdings

(1)

CMLP

Breakeven

Yield

Assuming

$10.0MM

One Time Payment from

Crestwood Holdings

(1)

The following sets forth the impact on pro forma distribution per unit and resulting break even yield for CMLP unitholders

assuming various levels of a GP IDR Giveback assuming the NRGM Management Sensitivity Case and the CMLP

Management Sensitivity Case

Note: Total GP IDR Giveback includes 12 quarters immediately proceeding the closing date of the Proposed Transaction

(1) Standalone projected unit price adjusted for $0.41 per unit cash consideration from the Proposed Transaction and additional One Time Payment from Crestwood Holdings

Pro Forma Impact of GP IDR Giveback

4

NRGM Management Sensitivity Case and the CMLP Management Financial Projections

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed

Transaction

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

($0.13)

($0.20)

($0.23)

($0.30)

($0.38)

12.5%/ $5.4

(0.13)

(0.20)

(0.21)

(0.28)

(0.38)

25.0%/ $10.8

(0.13)

(0.19)

(0.20)

(0.27)

(0.38)

37.5%/ $16.2

(0.13)

(0.18)

(0.18)

(0.26)

(0.38)

50.0%/ $21.6

(0.13)

(0.18)

(0.16)

(0.24)

(0.38)

62.5%/ $27.0

(0.13)

(0.17)

(0.14)

(0.23)

(0.38)

75.0%/ $32.5

(0.13)

(0.16)

(0.13)

(0.21)

(0.38)

87.5%/ $37.9

(0.13)

(0.16)

(0.11)

(0.20)

(0.38)

100.0%/ $43.3

(0.13)

(0.15)

(0.09)

(0.19)

(0.38)

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.7%

7.5%

7.4%

7.3%

7.1%

12.5%/ $5.4

7.7%

7.5%

7.5%

7.3%

7.1%

25.0%/ $10.8

7.7%

7.5%

7.5%

7.4%

7.1%

37.5%/ $16.2

7.7%

7.5%

7.6%

7.4%

7.1%

50.0%/ $21.6

7.7%

7.6%

7.7%

7.5%

7.1%

62.5%/ $27.0

7.7%

7.6%

7.7%

7.5%

7.1%

75.0%/ $32.5

7.7%

7.6%

7.8%

7.5%

7.1%

87.5%/ $37.9

7.7%

7.6%

7.8%

7.6%

7.1%

100.0%/ $43.3

7.7%

7.7%

7.9%

7.6%

7.1%

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.8%

7.5%

7.5%

7.3%

7.1%

12.5%/ $5.4

7.8%

7.5%

7.5%

7.4%

7.1%

25.0%/ $10.8

7.8%

7.6%

7.6%

7.4%

7.1%

37.5%/ $16.2

7.8%

7.6%

7.7%

7.4%

7.1%

50.0%/ $21.6

7.8%

7.6%

7.7%

7.5%

7.1%

62.5%/ $27.0

7.8%

7.6%

7.8%

7.5%

7.1%

75.0%/ $32.5

7.8%

7.7%

7.8%

7.6%

7.1%

87.5%/ $37.9

7.8%

7.7%

7.9%

7.6%

7.1%

100.0%/ $43.3

7.8%

7.7%

8.0%

7.7%

7.1%

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.8%

7.6%

7.5%

7.4%

7.2%

12.5%/ $5.4

7.8%

7.6%

7.6%

7.4%

7.2%

25.0%/ $10.8

7.8%

7.6%

7.6%

7.4%

7.2%

37.5%/ $16.2

7.8%

7.6%

7.7%

7.5%

7.2%

50.0%/ $21.6

7.8%

7.7%

7.8%

7.5%

7.2%

62.5%/ $27.0

7.8%

7.7%

7.8%

7.6%

7.2%

75.0%/ $32.5

7.8%

7.7%

7.9%

7.6%

7.2%

87.5%/ $37.9

7.8%

7.7%

7.9%

7.7%

7.2%

100.0%/ $43.3

7.8%

7.8%

8.0%

7.7%

7.2%

Confidential

DRAFT

CMLP Distribution/LP Unit Accretion/(Dilution) - $

CMLP

Breakeven

Yield

Assuming

$20.0MM

One Time Payment from

Crestwood Holdings

(1)

CMLP

Breakeven

Yield

Assuming

$0.0MM

One Time Payment from

Crestwood Holdings

(1)

CMLP

Breakeven

Yield

Assuming

$10.0MM

One Time Payment from

Crestwood Holdings

(1)

The following sets forth the impact on pro forma distribution per unit and resulting break even yield for CMLP

unitholders assuming various levels of a GP IDR Giveback assuming the NRGM Management Sensitivity Case

and the CMLP Management Financial Projections

EX-99.(C)(6)

Project Intrepid

April 30, 2013

EXHIBIT (c)(6)

DRAFT

Preliminary and Subject

to Change

Preliminary Materials Prepared for the Conflicts Committee

of the Board of Directors of Crestwood Gas Services GP LLC

DRAFT

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of

Crestwood Gas Services GP LLC (the “Company”), the general partner of Crestwood Midstream Partners LP (the “Partnership”), to whom such materials are

directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These

materials are based on information provided by or on behalf of the Partnership and/or other potential transaction participants, from public sources or otherwise

reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being

complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed

with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and

forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and

forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of

such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were

designed for use by specific persons familiar with the business and affairs of the Partnership. These materials are not intended to provide the sole basis for evaluating,

and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore

and were prepared for the benefit and internal use of the Conflicts Committee.

These materials were compiled on a confidential basis for use by the Conflicts Committee in evaluating the potential transaction described herein and not with a view to

public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the

prior written consent of Evercore.

These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange

any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials.

These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates.

Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor

intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer.

Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the

transactions or matters described herein.

Confidential

DRAFT

Market Value Weighted Average Current Yield and Exchange Ratio Calculation

Project Intrepid

1

CMLP

NRGM

Unit Price (as of 04/29/2013)

$23.76

$25.26

Current Distribution per Unit

$2.04

$1.58

Current Yield

8.6%

6.3%

Market Value

$1,451.0

$2,169.9

% of Combined Market Value

40.1%

59.9%

Market Value Weighted Average Current Yield

7.2%

20-Day VWAP (as of 04/29/2013)

$24.49

Offer Premium to CMLP's 20-Day VWAP

5.0%

Offer Price per CMLP Unit

$25.71

NRGM 20-Day VWAP

$23.81

CMLP / NRGM Exchange Ratio

1.080x

($ in millions, except per unit amounts)

Confidential

DRAFT

Project Intrepid

CMLP Management Financial Projections / NRGM Management Financial Projections

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP Standalone Projected Unit Price - Current Yield

$24.11

$25.05

$27.56

$30.32

$33.35

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.99

$2.19

$2.33

$2.41

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.0%

7.9%

8.0%

7.7%

7.2%

Incremental GP/IDR Cash Flow Created

($2.4)

$4.8

$16.1

$19.3

$15.6

CMLP Management Sensitivity Case / NRGM Management Financial Projections

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.04

$2.04

$2.04

$2.04

$2.08

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP Standalone Projected Unit Price - Current Yield

$23.76

$23.76

$23.76

$23.76

$24.20

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.89

$1.98

$2.06

$2.10

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.1%

8.0%

8.4%

8.7%

8.7%

Incremental GP/IDR Cash Flow Created

($0.8)

($1.8)

$5.5

$13.0

$15.3

CMLP Management Financial Projections / NRGM Management Sensitivity Case

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP Standalone Projected Unit Price - Current Yield

$24.11

$25.05

$27.56

$30.32

$33.35

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.93

$2.12

$2.29

$2.47

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.0%

7.7%

7.7%

7.6%

7.4%

Incremental GP/IDR Cash Flow Created

($0.6)

$4.5

$16.9

$28.5

$39.8

CMLP Management Sensitivity Case / NRGM Management Sensitivity Case

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.04

$2.04

$2.04

$2.04

$2.08

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP Standalone Projected Unit Price - Current Yield

$23.76

$23.76

$23.76

$23.76

$24.20

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.85

$1.91

$2.00

$2.08

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.1%

7.8%

8.0%

8.4%

8.6%

Incremental GP/IDR Cash Flow Created

$1.0

($1.2)

$6.2

$19.8

$30.2

2

Summary Pro Forma Impact – Original – 1.080x Exchange Ratio as of April 29, 2013 

($ in millions, except per unit amounts)

Confidential

DRAFT

($ in millions, except per unit amounts)

Project Intrepid

CMLP Management Financial Projections / NRGM Management Financial Projections (Including 100% of $25.0 million Cash Payment)

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP Standalone Projected Unit Price - Current Yield (Less $0.73 per Unit Cash Consideration)

$23.38

$24.32

$26.83

$29.58

$32.61

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.99

$2.19

$2.33

$2.41

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.3%

8.2%

8.2%

7.9%

7.4%

Incremental GP/IDR Cash Flow Created

($2.4)

$4.8

$16.1

$19.3

$15.6

CMLP Management Sensitivity Case / NRGM Management Financial Projections (Including 100% of $25.0 million Cash Payment)

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.04

$2.04

$2.04

$2.04

$2.08

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP Standalone Projected Unit Price - Current Yield (Less $0.73 per Unit Cash Consideration)

$23.03

$23.03

$23.03

$23.03

$23.47

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.89

$1.98

$2.06

$2.10

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.4%

8.2%

8.6%

9.0%

9.0%

Incremental GP/IDR Cash Flow Created

($0.8)

($1.8)

$5.5

$13.0

$15.3

CMLP Management Financial Projections / NRGM Management Sensitivity Case (Including 100% of $25.0 million Cash Payment)

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP Standalone Projected Unit Price - Current Yield (Less $0.73 per Unit Cash Consideration)

$23.38

$24.32

$26.83

$29.58

$32.61

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.93

$2.12

$2.29

$2.47

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.3%

8.0%

7.9%

7.8%

7.6%

Incremental GP/IDR Cash Flow Created

($0.6)

$4.5

$16.9

$28.5

$39.8

3

CMLP Management Sensitivity Case / NRGM Management Sensitivity Case (Including 100% of $25.0 million Cash Payment)

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.04

$2.04

$2.04

$2.04

$2.08

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$0.73

per

Unit

Cash

Consideration)

$23.03

$23.03

$23.03

$23.03

$23.47

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.85

$1.91

$2.00

$2.08

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.4%

8.0%

8.3%

8.7%

8.9%

Incremental GP/IDR Cash Flow Created

$1.0

($1.2)

$6.2

$19.8

$30.2

Summary Pro Forma Impact – Including 100% of $25.0 Million Payment to CMLP

Unaffiliated Unitholders ($0.73 per Unit)

Confidential

DRAFT

Project Intrepid

4

Summary Pro Forma Impact – Base Case Incremental GP IDR Calculation ($ in millions)

For the Quarter Ending

For the Years Ending December 31,

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

NRGM GP/IDR Cash Flow Standalone

$3.0

$3.4

$11.2

$20.2

$26.8

$33.4

$36.6

CMLP GP/IDR Cash Flow Standalone

5.7

6.2

22.2

30.3

43.4

57.7

73.5

Total Combined GP/IDR Cash Flows Standalone

$8.7

$9.6

$33.3

$50.5

$70.1

$91.1

$110.1

Pro Forma NRGM GP/IDR Cash Flow

$8.0

$8.0

$31.0

$55.3

$86.2

$110.3

$125.7

Incremental Combined GP/IDR Cash Flow Created

($0.7)

($1.6)

(2.4)

$4.8

$16.1

$19.3

$15.6

Equity Cost of Capital Based on CAPM

PV @ 8.0% of Incremental Combined GP/IDR Cash Flow Created

$42.5

PV @ 8.5% of Incremental Combined GP/IDR Cash Flow Created

41.9

PV @ 9.0% of Incremental Combined GP/IDR Cash Flow Created

41.4

PV @ 9.5% of Incremental Combined GP/IDR Cash Flow Created

40.8

PV @ 10.0% of Incremental Combined GP/IDR Cash Flow Created

40.3

Equity Cost of Capital Based on Total Expected Market Return

PV @ 13.0% of Incremental Combined GP/IDR Cash Flow Created

$37.2

PV @ 13.5% of Incremental Combined GP/IDR Cash Flow Created

36.7

PV @ 14.0% of Incremental Combined GP/IDR Cash Flow Created

36.3

PV @ 14.5% of Incremental Combined GP/IDR Cash Flow Created

35.8

PV @ 15.0% of Incremental Combined GP/IDR Cash Flow Created

35.4

Relevant Present Value of Incremental GP/IDR Cash Flow Created from the Proposed Transaction

$38.8

NRGM Pro Forma Units Outstanding:

Units

% of Total

NRGM Public Unitholders

17.5

11.6%

CMLP Public Unitholders

36.8

24.4%

Crestwood Holdings

21.5

14.2%

NRGY Unitholders

56.4

37.3%

NRGY

6.8

4.5%

NRGM Management

12.0

7.9%

Total NRGM Units

151.0

100.0%

$9.5

Incremental GP/IDR Cash Flow Created from the Proposed Transaction - 24.4%

Confidential

DRAFT

Summary Pro Forma Impact

($ in millions, except per unit amounts)

Project Intrepid

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$25.0 Million Cash Payment (100% of Original $25.0 Million plus $0.0 Million per Incremental GP IDRs Created)

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP Standalone Projected Unit Price - Current Yield (Less $0.73 per Unit Cash Consideration)

$23.38

$24.32

$26.83

$29.58

$32.61

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.99

$2.19

$2.33

$2.41

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.3%

8.2%

8.2%

7.9%

7.4%

Incremental GP/IDR Cash Flow Created

($2.4)

$4.8

$16.1

$19.3

$15.6

$30.0 Million Cash Payment (100% of Original $25.0 Million plus $5.0 Million per Incremental GP IDRs Created)

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP Standalone Projected Unit Price - Current Yield (Less $0.88 per Unit Cash Consideration)

$23.23

$24.17

$26.68

$29.44

$32.47

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.99

$2.19

$2.33

$2.41

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.3%

8.2%

8.2%

7.9%

7.4%

Incremental GP/IDR Cash Flow Created

($2.4)

$4.8

$16.1

$19.3

$15.6

$34.5 Million Cash Payment (100% of Original $25.0 Million plus $9.5 Million per Incremental GP IDRs Created)

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP Standalone Projected Unit Price - Current Yield (Less $1.01 per Unit Cash Consideration)

$23.10

$24.04

$26.55

$29.30

$32.34

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.99

$2.19

$2.33

$2.41

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.4%

8.3%

8.3%

8.0%

7.5%

Incremental GP/IDR Cash Flow Created

($2.4)

$4.8

$16.1

$19.3

$15.6

$40.0 Million Cash Payment (100% of Original $25.0 Million plus $15.0 Million per Incremental GP IDRs Created)

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP Standalone Projected Unit Price - Current Yield (Less $1.17 per Unit Cash Consideration)

$22.94

$23.88

$26.39

$29.14

$32.17

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.99

$2.19

$2.33

$2.41

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.4%

8.3%

8.3%

8.0%

7.5%

Incremental GP/IDR Cash Flow Created

($2.4)

$4.8

$16.1

$19.3

$15.6

5

CMLP Management Financial Projections and NRGM Management Financial Projections

$45.0 Million Cash Payment (100% of Original $25.0 Million plus $20.0 Million per Incremental GP IDRs Created)

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP Standalone Projected Unit Price - Current Yield (Less $1.32 per Unit Cash Consideration)

$22.79

$23.73

$26.24

$29.00

$32.03

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.99

$2.19

$2.33

$2.41

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.5%

8.4%

8.4%

8.0%

7.5%

Incremental GP/IDR Cash Flow Created

($2.4)

$4.8

$16.1

$19.3

$15.6

Confidential

DRAFT

Summary

($ in millions)

Project Intrepid

6

CMLP Management Financial Projections / NRGM Management Financial Projections

Total Cash Payment

$25.0 / $0.0

$25.0 / $5.0

$25.0 / $9.5

$25.0 / $15.0

$25.0 / $20.0

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

2013E

8.3%

8.3%

8.4%

8.4%

8.5%

2014E

8.2%

8.2%

8.3%

8.3%

8.4%

2015E

8.2%

8.2%

8.3%

8.3%

8.4%

2016E

7.9%

7.9%

8.0%

8.0%

8.0%

2017E

7.4%

7.4%

7.5%

7.5%

7.5%

Original

CMLP Projections

Base

Sensitivity

Base

Sensitivity

NRGM Projections

Base

Base

Sensitivity

Sensitivity

2013E

8.0%

8.1%

8.0%

8.1%

2014E

7.9%

8.0%

7.7%

7.8%

2015E

8.0%

8.4%

7.7%

8.0%

2016E

7.7%

8.7%

7.6%

8.4%

2017E

7.2%

8.7%

7.4%

8.6%

100% of $25.0 Million to CMLP Unaffiliated Unitholders

CMLP Projections

Base

Sensitivity

Base

Sensitivity

NRGM Projections

Base

Base

Sensitivity

Sensitivity

2013E

8.3%

8.4%

8.3%

8.4%

2014E

8.2%

8.2%

8.0%

8.0%

2015E

8.2%

8.6%

7.9%

8.3%

2016E

7.9%

9.0%

7.8%

8.7%

2017E

7.4%

9.0%

7.6%

8.9%

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

EX-99.(C)(7)

Preliminary Materials Prepared for the Conflicts Committee

of the Board of Directors of Crestwood Gas Services GP LLC

Project Intrepid

May 2, 2013

EXHIBIT (c)(7)

DRAFT

Preliminary and Subject

to Change

DRAFT

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors (the “Conflicts Committee”)

of Crestwood Gas Services GP LLC (the “Company”), the general partner of Crestwood Midstream Partners LP (the “Partnership”), to whom such materials

are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with

Evercore. These materials are based on information provided by or on behalf of the Partnership and/or other potential transaction participants, from public

sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on

such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial

performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources,

Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of

such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express

or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as

to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These

materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter.

These materials have been developed by and are proprietary to Evercore and were prepared for the benefit and internal use of the Conflicts Committee.

These materials were compiled on a confidential basis for use by the Conflicts Committee in evaluating the potential transaction described herein and not with a

view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part,

without the prior written consent of Evercore.

These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or

arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these

materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates.

Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor

intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such

taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the

impact of the transactions or matters described herein.

Confidential

DRAFT

Overview of Current Proposal

($ in millions, except per unit amounts)

Project Intrepid

1

Market Value Weighted Average Current Yield

CMLP

NRGM

Unit Price (as of 05/01/2013)

$23.53

$25.46

Current Distribution per Unit

$2.04

$1.58

Current Yield

8.7%

6.2%

Market Value

$1,436.9

$2,187.1

% of Combined Market Value

39.7%

60.3%

Market Value Weighted Average Current Yield

7.2%

Current Proposal

Prior to

Exchange

NRGM Units

CMLP Unitholders

Current

Transaction

Ratio

Received (MM)

Unaffiliated Unitholders

34.1

34.1

1.098x

37.4

Crestwood Holdings

26.2

19.9

1.044x

20.8

NRGY

--

6.3

1.078x

6.8

Total CMLP LP Units

60.3

60.3

1.078x

65.0

Pro Forma Unitholders

Units (MM)

% of Total

NRGY

Public - NRGY

105.0

56.6%

Crestwood Holdings

53.8

29.0%

Management

26.7

14.4%

Total NRGY Units

185.6

100.0%

NRGM

Public - NRGM

17.5

11.6%

Public - CMLP

37.4

24.8%

Crestwood Holdings

20.8

13.8%

NRGY Unitholders

56.4

37.4%

NRGY

6.8

4.5%

Management

12.0

8.0%

Total NRGM Units

150.9

100.0%

Confidential

DRAFT

1.078x Exchange Ratio as of May 1, 2013 and $40.0 Million Payment to CMLP

Unaffiliated Unitholders ($1.17 per Unit)

($ in millions, except per unit amounts)

Project Intrepid

2

CMLP Management Financial Projections / NRGM Management Financial Projections (1.078x Exchange Ratio and $40.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$1.17

per

Unit

Cash

Consideration)

$22.70

$23.64

$26.12

$28.85

$31.85

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.98

$2.19

$2.33

$2.41

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.5%

8.4%

8.4%

8.1%

7.6%

Incremental GP/IDR Cash Flow Created

($2.3)

$4.9

$16.2

$19.4

$15.8

Total Coverage

1.03x

1.05x

1.04x

1.03x

1.06x

CMLP Management Sensitivity Case / NRGM Management Financial Projections (1.078x Exchange Ratio and $40.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.04

$2.04

$2.04

$2.04

$2.08

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$1.17

per

Unit

Cash

Consideration)

$22.36

$22.36

$22.36

$22.36

$22.79

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.89

$1.98

$2.06

$2.10

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.6%

8.5%

8.9%

9.2%

9.2%

Incremental GP/IDR Cash Flow Created

($0.7)

($1.7)

$5.6

$13.1

$15.4

Total Coverage

1.03x

1.05x

1.04x

1.03x

1.06x

CMLP Management Financial Projections / NRGM Management Sensitivity Case (1.078x Exchange Ratio and $40.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$1.17

per

Unit

Cash

Consideration)

$22.70

$23.64

$26.12

$28.85

$31.85

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.93

$2.12

$2.29

$2.46

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.5%

8.2%

8.1%

7.9%

7.7%

Incremental GP/IDR Cash Flow Created

($0.6)

$4.6

$17.0

$28.6

$39.9

Total Coverage

1.00x

1.05x

1.03x

0.96x

0.87x

CMLP Management Sensitivity Case / NRGM Management Sensitivity Case (1.078x Exchange Ratio and $40.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.04

$2.04

$2.04

$2.04

$2.08

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$1.17

per

Unit

Cash

Consideration)

$22.36

$22.36

$22.36

$22.36

$22.79

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.85

$1.91

$2.00

$2.08

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.6%

8.3%

8.5%

8.9%

9.1%

Incremental GP/IDR Cash Flow Created

$1.0

($1.1)

$6.4

$19.9

$30.3

Total Coverage

1.00x

1.05x

1.03x

0.96x

0.87x

Confidential

DRAFT

1.098x Exchange Ratio as of May 1, 2013 and $25.0 Million Payment to CMLP

Unaffiliated Unitholders ($0.73 per Unit)

($ in millions, except per unit amounts)

Project Intrepid

3

CMLP Management Financial Projections / NRGM Management Financial Projections (1.098x Exchange Ratio and $25.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$0.73

per

Unit

Cash

Consideration)

$23.14

$24.08

$26.56

$29.29

$32.29

Pro Forma Distribution per CMLP Unitholder

$1.95

$2.02

$2.23

$2.37

$2.46

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.4%

8.4%

8.4%

8.1%

7.6%

Incremental GP/IDR Cash Flow Created

($2.3)

$4.9

$16.2

$19.4

$15.8

Total Coverage

1.03x

1.05x

1.04x

1.03x

1.06x

CMLP Management Sensitivity Case / NRGM Management Financial Projections (1.098x Exchange Ratio and $25.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.04

$2.04

$2.04

$2.04

$2.08

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$0.73

per

Unit

Cash

Consideration)

$22.80

$22.80

$22.80

$22.80

$23.23

Pro Forma Distribution per CMLP Unitholder

$1.95

$1.93

$2.02

$2.10

$2.14

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.5%

8.4%

8.9%

9.2%

9.2%

Incremental GP/IDR Cash Flow Created

($0.7)

($1.7)

$5.6

$13.1

$15.4

Total Coverage

1.03x

1.05x

1.04x

1.03x

1.06x

CMLP Management Financial Projections / NRGM Management Sensitivity Case (1.098x Exchange Ratio and $25.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$0.73

per

Unit

Cash

Consideration)

$23.14

$24.08

$26.56

$29.29

$32.29

Pro Forma Distribution per CMLP Unitholder

$1.95

$1.97

$2.16

$2.33

$2.51

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.4%

8.2%

8.1%

8.0%

7.8%

Incremental GP/IDR Cash Flow Created

($0.6)

$4.6

$17.0

$28.6

$39.9

Total Coverage

1.00x

1.05x

1.03x

0.96x

0.87x

CMLP Management Sensitivity Case / NRGM Management Sensitivity Case (1.098x Exchange Ratio and $25.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.04

$2.04

$2.04

$2.04

$2.08

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$0.73

per

Unit

Cash

Consideration)

$22.80

$22.80

$22.80

$22.80

$23.23

Pro Forma Distribution per CMLP Unitholder

$1.95

$1.88

$1.95

$2.04

$2.12

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.5%

8.2%

8.5%

8.9%

9.1%

Incremental GP/IDR Cash Flow Created

$1.0

($1.1)

$6.4

$19.9

$30.3

Total Coverage

1.00x

1.05x

1.03x

0.96x

0.87x

EX-99.(C)(8)

Project Intrepid

May 4, 2013

EXHIBIT (c)(8)

DRAFT

Preliminary and Subject

to Change

Preliminary Materials Prepared for the Conflicts Committee            

of the Board of Directors of Crestwood Gas Services GP LLC

DRAFT

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors (the “Conflicts Committee”)

of Crestwood Gas Services GP LLC (the “Company”), the general partner of Crestwood Midstream Partners LP (the “Partnership”), to whom such materials

are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with

Evercore. These materials are based on information provided by or on behalf of the Partnership and/or other potential transaction participants, from public

sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on

such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial

performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources,

Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of

such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express

or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as

to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These

materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter.

These materials have been developed by and are proprietary to Evercore and were prepared for the benefit and internal use of the Conflicts Committee.

These materials were compiled on a confidential basis for use by the Conflicts Committee in evaluating the potential transaction described herein and not with a

view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part,

without the prior written consent of Evercore.

These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or

arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these

materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates.

Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor

intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such

taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the

impact of the transactions or matters described herein.

Confidential

DRAFT

Project Intrepid

1

Overview

($ in millions, except per unit amounts)

Market Value Weighted Average Current Yield

As of May 01, 2013

Current

CMLP

NRGM

CMLP

NRGM

Unit Price

$23.53

$25.46

$23.85

$24.55

Current Distribution per Unit

$2.04

$1.58

$2.04

$1.58

Current Yield

8.7%

6.2%

8.6%

6.4%

Market Value

$1,436.9

$2,187.1

$1,456.5

$2,108.9

% of Combined Market Value

39.7%

60.3%

40.9%

59.1%

Market Value Weighted Average Current Yield

7.2%

7.3%

Implied Premium Analysis

As of May 01, 2013

Current

Original

$25.0 MM Payment

$35.0 MM Payment

$40.0 MM Payment

$35.0 MM Payment

CMLP 20-Day VWAP

$24.49

$24.49

$24.49

$24.49

$24.46

5.0% Premium Implied CMLP Price

25.72

25.72

25.72

25.72

25.68

NRGM 20-Day VWAP

23.86

23.86

23.86

23.86

24.00

Implied Exchange Ratio

1.078x

1.078x

1.078x

1.078x

1.070x

Current NRGM Unit Price

$25.46

$25.46

$25.46

$25.46

$24.55

Implied Offer Price

$27.44

$27.44

$27.44

$27.44

$26.27

Plus: Cash Payment

0.41

0.73

1.03

1.17

1.03

Total Price per CMLP Unit

$27.86

$28.18

$28.47

$28.62

$27.30

Current CMLP Unit Price

23.53

23.53

23.53

23.53

23.85

Implied Premium to Current

18.4%

19.8%

21.0%

21.6%

14.4%

Confidential

DRAFT

Overview of Current Proposal

Project Intrepid

2

Pro Forma Ownership Summary

As of May 01, 2013

Current

Exchange

NRGM Units

Exchange

NRGM Units

Unaffiliated Unitholders

1.078x

36.7

1.070x

36.5

Crestwood Holdings

1.078x

21.3

1.070x

20.9

NRGY

1.078x

6.9

1.070x

7.1

Total CMLP LP Units

1.078x

65.0

1.070x

64.5

Pro Forma Unitholders

Units (MM)

% of Total

Units (MM)

% of Total

NRGY

Public

-

NRGY

105.0

56.6%

105.0

56.6%

Crestwood Holdings

53.8

29.0%

53.8

29.0%

Management

26.7

14.4%

26.7

14.4%

Total NRGY Units

185.6

100.0%

185.6

100.0%

NRGM

Public

-

NRGM

17.5

11.6%

17.5

11.6%

Public

-

CMLP

36.7

24.4%

36.5

24.3%

Crestwood Holdings

21.3

14.1%

20.9

13.9%

NRGY Unitholders

56.4

37.4%

56.4

37.5%

NRGY

6.9

4.6%

7.1

4.7%

Management

12.0

8.0%

12.0

8.0%

Total NRGM Units

150.9

100.0%

150.4

100.0%

Confidential

DRAFT

Project Intrepid

3

CMLP Management Financial Projections / NRGM Management Financial Projections (1.070x Exchange Ratio and $35.0 Million Cash Payment )

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$1.03

per

Unit

Cash

Consideration)

$23.17

$24.12

$26.64

$29.40

$32.45

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.97

$2.18

$2.32

$2.39

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.3%

8.2%

8.2%

7.9%

7.4%

Incremental GP/IDR Cash Flow Created

($2.1)

$5.2

$16.4

$19.5

$15.9

Total Coverage

1.03x

1.05x

1.04x

1.03x

1.06x

CMLP Management Sensitivity Case / NRGM Management Financial Projections (1.070x Exchange Ratio and $35.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.04

$2.04

$2.04

$2.04

$2.08

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$1.03

per

Unit

Cash

Consideration)

$22.82

$22.82

$22.82

$22.82

$23.27

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.88

$1.97

$2.05

$2.09

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.4%

8.2%

8.6%

9.0%

9.0%

Incremental GP/IDR Cash Flow Created

($0.6)

($1.5)

$5.9

$13.2

$15.5

Total Coverage

1.03x

1.05x

1.04x

1.03x

1.06x

CMLP Management Financial Projections / NRGM Management Sensitivity Case (1.070x Exchange Ratio and $35.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$1.03

per

Unit

Cash

Consideration)

$23.17

$24.12

$26.64

$29.40

$32.45

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.92

$2.11

$2.28

$2.45

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.3%

8.0%

7.9%

7.7%

7.5%

Incremental GP/IDR Cash Flow Created

($0.4)

$4.9

$17.3

$28.9

$40.2

Total Coverage

1.00x

1.05x

1.03x

0.96x

0.87x

CMLP Management Sensitivity Case / NRGM Management Sensitivity Case (1.070x Exchange Ratio and $35.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.04

$2.04

$2.04

$2.04

$2.08

CMLP Current Yield

8.6%

8.6%

8.6%

8.6%

8.6%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$1.03

per

Unit

Cash

Consideration)

$22.82

$22.82

$22.82

$22.82

$23.27

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.83

$1.90

$1.99

$2.07

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.4%

8.0%

8.3%

8.7%

8.9%

Incremental GP/IDR Cash Flow Created

$1.2

($0.8)

$6.6

$20.2

$30.5

Total Coverage

1.00x

1.05x

1.03x

0.96x

0.87x

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Current Proposal from Crestwood Holdings of $35.0 Million Cash ($1.03 per Unit)

($ in millions, except per unit amounts)

Confidential

DRAFT

Original Committee Request of $40.0 Million Cash ($1.17 per Unit) as of May 1, 2013

Project Intrepid

4

CMLP Management Financial Projections / NRGM Management Financial Projections (1.078x Exchange Ratio and $40.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$1.17

per

Unit

Cash

Consideration)

$22.70

$23.64

$26.12

$28.85

$31.85

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.98

$2.19

$2.33

$2.41

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.5%

8.4%

8.4%

8.1%

7.6%

Incremental GP/IDR Cash Flow Created

($2.3)

$4.9

$16.2

$19.4

$15.8

Total Coverage

1.03x

1.05x

1.04x

1.03x

1.06x

CMLP Management Sensitivity Case / NRGM Management Financial Projections (1.078x Exchange Ratio and $40.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.04

$2.04

$2.04

$2.04

$2.08

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$1.17

per

Unit

Cash

Consideration)

$22.36

$22.36

$22.36

$22.36

$22.79

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.89

$1.98

$2.06

$2.10

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.6%

8.5%

8.9%

9.2%

9.2%

Incremental GP/IDR Cash Flow Created

($0.7)

($1.7)

$5.6

$13.1

$15.4

Total Coverage

1.03x

1.05x

1.04x

1.03x

1.06x

CMLP Management Financial Projections / NRGM Management Sensitivity Case (1.078x Exchange Ratio and $40.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$1.17

per

Unit

Cash

Consideration)

$22.70

$23.64

$26.12

$28.85

$31.85

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.93

$2.12

$2.29

$2.46

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.5%

8.2%

8.1%

7.9%

7.7%

Incremental GP/IDR Cash Flow Created

($0.6)

$4.6

$17.0

$28.6

$39.9

Total Coverage

1.00x

1.05x

1.03x

0.96x

0.87x

CMLP Management Sensitivity Case / NRGM Management Sensitivity Case (1.078x Exchange Ratio and $40.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.04

$2.04

$2.04

$2.04

$2.08

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$1.17

per

Unit

Cash

Consideration)

$22.36

$22.36

$22.36

$22.36

$22.79

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.85

$1.91

$2.00

$2.08

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.6%

8.3%

8.5%

8.9%

9.1%

Incremental GP/IDR Cash Flow Created

$1.0

($1.1)

$6.4

$19.9

$30.3

Total Coverage

1.00x

1.05x

1.03x

0.96x

0.87x

($ in millions, except per unit amounts)

Confidential

DRAFT

Crestwood Holdings Offer of $25.0 Million Cash ($0.73 per Unit) as of May 1, 2013

Project Intrepid

5

CMLP Management Financial Projections / NRGM Management Financial Projections (1.078x Exchange Ratio and $25.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$0.73

per

Unit

Cash

Consideration)

$23.14

$24.08

$26.56

$29.29

$32.29

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.98

$2.19

$2.33

$2.41

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.3%

8.2%

8.2%

8.0%

7.5%

Incremental GP/IDR Cash Flow Created

($2.3)

$4.9

$16.2

$19.4

$15.8

Total Coverage

1.03x

1.05x

1.04x

1.03x

1.06x

CMLP Management Sensitivity Case / NRGM Management Financial Projections (1.078x Exchange Ratio and $25.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.04

$2.04

$2.04

$2.04

$2.08

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$0.73

per

Unit

Cash

Consideration)

$22.80

$22.80

$22.80

$22.80

$23.24

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.89

$1.98

$2.06

$2.10

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.5%

8.3%

8.7%

9.0%

9.0%

Incremental GP/IDR Cash Flow Created

($0.7)

($1.7)

$5.7

$13.1

$15.4

Total Coverage

1.03x

1.05x

1.04x

1.03x

1.06x

CMLP Management Financial Projections / NRGM Management Sensitivity Case (1.078x Exchange Ratio and $25.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$0.73

per

Unit

Cash

Consideration)

$23.14

$24.08

$26.56

$29.29

$32.29

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.93

$2.12

$2.29

$2.46

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.3%

8.0%

8.0%

7.8%

7.6%

Incremental GP/IDR Cash Flow Created

($0.6)

$4.6

$17.0

$28.6

$39.9

Total Coverage

1.00x

1.05x

1.03x

0.96x

0.87x

CMLP Management Sensitivity Case / NRGM Management Sensitivity Case (1.078x Exchange Ratio and $25.0 Million Cash Payment )

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Standalone Distribution per CMLP Unitholder

$2.04

$2.04

$2.04

$2.04

$2.08

CMLP Current Yield

8.7%

8.7%

8.7%

8.7%

8.7%

CMLP

Standalone

Projected

Unit

Price

-

Current

Yield

(Less

$0.73

per

Unit

Cash

Consideration)

$22.80

$22.80

$22.80

$22.80

$23.24

Pro Forma Distribution per CMLP Unitholder

$1.93

$1.85

$1.91

$2.00

$2.08

NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)

8.5%

8.1%

8.4%

8.8%

9.0%

Incremental GP/IDR Cash Flow Created

$1.0

($1.1)

$6.4

$19.9

$30.3

Total Coverage

1.00x

1.05x

1.03x

0.96x

0.87x

($ in millions, except per unit amounts)