EX-99.(c)(2)

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

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”)

–

part

the

Proposed

Transaction,

each

common

unit

and

Class

Unit

(1)

CMLP

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) 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

Overview of Project Intrepid

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

NRGY

will

distribute

all

its

56.4

million

NRGM

units

NRGY

unitholders

–

Step

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

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

exchange

for

$450

million

NRGY

units

(41.6

million

NRGY

units based

20-Day

VWAP

April

19,

2012)

–

Step

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

units,

for

equivalent

value

NRGY

units

such

that

Crestwood

Holdings

owns

29.0%

interest

NRGY

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

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% Ownership

99.9% Member Interest

0.1% Member Interest

100% Member Interest

Non-economic GP interest

100% Member Interest

Non-economic GP 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

Executive Summary

Source: Public partnership filings

(1)

Class

Units

are

similar

certain

respects

existing

common

units,

except

that

CMLP

has

the

option

pay

distributions

Class

unitholders

for

period

one

year

with

cash

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%

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%

0.2%

Confidential

DRAFT

100%

Summary Transaction Structure

Executive Summary

Summary

Structure

Step 2:

Acquisition of

Inergy Holdings

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%

Common LP Units

105.0 million

56.6%

Pro Forma Ownership Structure

Executive Summary

100%

Crestwood Holdings Partners LLC

Inergy Holdings, L.P.

Public

Unitholders

Crestwood Holdings LLC

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

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

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

Summary of Merger Agreement

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

enter

into

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)

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

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

CMLP

and

NRGM

that

deemed

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

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

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

and

Crestwood

Gas

Services

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

Summary Preliminary Valuation Analysis

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

Targets

Projections

Per LP Unit

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:

Barclays

2017E EBITDA

Terminal Exit Yield

$173.3 MM

Hilliard Lyons

2017E EBITDA

Terminal Exit Yield

$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

Ladenburg Thalmann

11.5x -13.5x

Equity Discount Rate

EBITDA Multiple

Morgan Stanley

Perpetuity Growth

13.5% -14.5%

2014E EBITDA:

Wells Fargo

Perpetuity Growth

9.0% -

11.0%

2014E EBITDA:

Robert W. Baird & Co.

Rate of

Expected Market Return

$214.8 MM

Rate of

Expected Market Return

$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

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

Confidential

DRAFT

Pipeline

Nominal Capacity (MMcfd)

Installed

Compression

Asset

Miles

Gathering

Processing

Treating

Dehydration

Compression (HP)

Units

Barnett Shale

Owned:

Cowtown System

298

425

103,590

Lake Arlington System

230

235

30,480

Alliance System

300

340

240

43,680

Owned

350

955

425

340

900

177,750

Operated Non-Owned:

Cowtown System

104

Lake Arlington System

Alliance System

Operated Non-Owned

149

Total Barnett Shale Assets

499

955

425

340

900

177,750

Fayetteville Shale

Twin Groves/Prairie Creek/Woolly Hollow System

129

350

185

180

26,635

Wilson Creek System

100

425

Rose Bud System

630

Total Fayetteville Shale Assets

168

510

185

190

27,690

Granite Wash

Total Granite Wash Assets

10,890

Marcellus Shale

Total Marcellus Shale Assets

420

300

43,100

Other

Las Animas System

Sabine System

100

Total Other Assets

104

150

106

Total CMLP

849

2,071

461

599

1,496

259,430

105

Asset Overview

Overview of CMLP

Source: Public partnership filings

Confidential

DRAFT

Asset Overview (cont’d)

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

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

northern

Tarrant

and

southern

Denton

Counties,

Texas,

the

Alliance

System

consists

natural

gas

gathering

system

and

dehydration, compression and amine treating facility

–

Gathers

natural

gas

for

delivery

Energy

Transfer

and

Crosstex

Partners,

(“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

dedication

located

within

the

rich

natural

gas

window

the

southwestern

core

Marcellus

Shale

play

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)

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

XTO

Energy

and

delivers

Ozark

Gas

Transmission

Fayetteville

Shale

10.5%

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)

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)

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

2010

2011

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

2010

2011

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)

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)

2010

2011

2012

Permits

Spuds

5,000

5,500

6,000

6,500

100

200

300

400

2009

2010

2011

Production (MMcfed)

Average Producing Wells

Confidential

DRAFT

Asset

Overview

–

Fayetteville

Shale

(10.5%

2013E

EBITDA

Excluding

Corporate

Expenses)

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)

150

225

2010

2011

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

2010

2011

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

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

2010

2011

2012

2010

2011

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)

Overview of CMLP

Map –

Haynesville Shale Assets

Source: Public partnership filings and HPDI

Wells Spud and Permits by Quarter

(Sabine Parish, Louisiana)

100

2010

2011

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

2010

2011

2012

Production (MMcfed)

Average Producing Wells

DRAFT

Asset Overview –

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

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

2010

2011

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

2010

2011

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

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

S&P

$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

LP Quarterly

Quarterly

Distribution

Total

Quarterly

Annual

Distribution

to GP

LP Units

(2)

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

$0.0064

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

0.0600

0.0596

53.8

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

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

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

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

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%

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%

Research Analyst Commentary

Overview of CMLP

“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

3.9%.

believe

CMLP

will

able

raise

distribution

moderate

pace,

but

expect

near-term

coverage

impacted

(and

light)

from

Class

and

unit

conversions

2Q13

and

1Q14,

respectively.

Risks

the

upside

include

potential

parent-led

drop

downs,

recovery

dry

gas

volumes

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

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

Confidential

DRAFT

Overview of CMLP

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

decline

12.5%

year-over-year

from

268.4

MMcfd

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

increase

12.9%

year-over-year

from

86.7

MMcfd

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

–

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

$9.3

million

including

compressor

overhauls

and

new

compressor

warehouse

–

Five

year

maintenance

capital

expenditures

based

2013E

budget

and

consist

primarily

compressor

overhauls

2013E

growth

capital

expenditures

are

projected

$126.8

million

and

include

$77.1

million

new

pipeline

and

compressor

stations

the

Marcellus,

$22.0

million

for

the

West

Union

Compressor

Station

Doddridge

County,

West

Virginia,

$5.1

million

for

the

upgrade

Enerven

compressor

stations

with

the

remaining

$22.7

million

primarily

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

certain

pipeline

assets

pursuant

CMM’s

seven-year

right

first

offer

acquire

any

midstream

assets

sold

Antero

area

approximately

100,000

acres

adjacent

Antero’s

current

area

dedication

(“Antero

Western

AOD

Acquisition”)

for

$250

million

CMLP

Management

Financial

Projections

–

Assumptions

(cont’d)

DRAFT

Confidential

2013E

Growth

Capital

Expenditures

–

Summary

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

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

Haynesville

0.1

0.3

0.4

Avalon

Corporate (Oracle/SAP)

0.2

2.2

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

$199.1

MarkWest Marcellus Bolt-On Acquisition

125.0

Antero Western AOD Acquisition

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

Overview of CMLP

The

following

sets

forth

selected

operating

projections

provided

CMLP

management

utilized

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

43.0

60.0

68.0

Granite Wash

5.0

10.0

16.0

15.0

Avalon

Marcellus

60.0

65.0

102.0

69.0

73.0

Total Rich Well Connections

108.0

135.0

186.0

153.0

156.0

Barnett Dry

23.0

8.0

41.0

35.0

32.0

Fayetteville

18.0

23.0

35.0

60.0

Haynesville

1.0

5.0

Total Dry Well Connections

42.0

31.0

81.0

100.0

97.0

Total Well Connections

150.0

166.0

267.0

253.0

CMLP Management Financial Projections (cont’d)

($ in millions)

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

0.2

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)

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

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

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

1.06x

Distributable Cash Flow Surplus / (Shortfall)

($8.7)

($0.9)

$17.8

$20.9

$14.2

CMLP Management Financial Projections (cont’d)

($ in millions)

The

following

sets

forth

the

funding

assumptions

utilized

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

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

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

CMLP Management Financial Projections Comparison to Wall Street Research Estimates

The

following

sets

forth

comparison

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

1.06x

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

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,

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

$173.3

$214.8

$270.3

$307.9

$340.6

$4.2

$42.9

$36.5

$50.6

Less: Cash Interest Expense, net

(50.7)

(68.7)

(76.8)

(84.9)

(43.0)

(52.4)

(62.8)

(67.6)

(72.8)

(7.7)

(16.3)

(14.0)

(17.3)

Less: Maintenance Capital Expenditures

(10.0)

(14.0)

(16.8)

(19.8)

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

(0.7)

(6.8)

(9.1)

(10.9)

Plus: Other

4.0

3.8

4.5

4.7

4.9

5.2

0.2

(0.5)

(0.7)

(0.9)

Distributable Cash Flow

$120.8

$179.0

$217.2

$257.8

$124.7

$159.8

$204.5

$236.3

$261.1

($3.9)

$19.2

$12.7

$21.5

DCF / LP Unit

$2.10

$2.21

$2.45

$2.70

$1.99

$2.14

$2.51

$2.78

$2.98

$0.11

$0.07

($0.06)

($0.08)

Distribution / LP Unit

$2.09

$2.17

$2.26

$2.35

$2.07

$2.15

$2.37

$2.60

$2.86

$0.02

($0.11)

($0.25)

Growth Capital Expenditures / Acquisitions

$583.0

$300.0

$126.8

$108.1

$71.8

$71.7

$63.3

$456.2

$191.9

$228.2

$228.4

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,

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

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

$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,

2013E

2014E

2015E

2016E

2017E

2013E

2014E

2015E

2016E

2017E

2013E

2014E

2015E

2016E

2017E

Adjusted EBITDA

$180.7

$229.0

$173.3

$214.8

$270.3

$307.9

$340.6

$7.4

$14.2

Less: Cash Interest Expense, net

(45.4)

(55.3)

(43.0)

(52.4)

(62.8)

(67.6)

(72.8)

(2.4)

(2.9)

Less: Maintenance Capital Expenditures

(10.0)

(12.6)

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

(0.7)

(5.4)

Plus: Other

4.1

3.8

4.5

4.7

4.9

5.2

0.3

(0.4)

Distributable Cash Flow

$129.4

$165.2

$124.7

$159.8

$204.5

$236.3

$261.1

$4.7

$5.4

DCF / LP Unit

$2.23

$2.27

$1.99

$2.14

$2.51

$2.78

$2.98

$0.24

$0.13

Distribution / LP Unit

$2.04

$2.14

$2.07

$2.15

$2.37

$2.60

$2.86

($0.03)

($0.01)

Growth Capital Expenditures / Acquisitions

$126.8

$108.1

$71.8

$71.7

$63.3

Wall Street Research Analyst

CMLP Management Financial Projections Comparison

millions,

except

per

unit

amounts)

Confidential

DRAFT

Valuation Methodologies

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

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

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

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

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

Confidential

DRAFT

(1)

Assumes tax depreciation equal to maintenance capital expenditures in perpetuity

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

Less: Tax DD&A

(89.2)

(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

114.3

103.5

11.8

Less: Maintenance Capital Expenditures

(3.6)

(7.2)

(7.7)

(8.9)

(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

(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

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

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

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

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

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

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

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

11/10

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

403.0

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

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

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

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

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

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%

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

MLP Merger Premiums

MLP Merger Premiums Paid Analysis

($ in millions, except per unit amounts)

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

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%)

Wall Street Research Price Targets

($ in millions, except per unit amounts)

Summary Price Targets

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

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%

Confidential

DRAFT

NRGM Map

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

NRGM

Asset

Overview

–

Natural

Gas

Storage

Facilities

(cont’d)

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)

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

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)

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

NRGM Asset Overview –

U.S. Salt

U.S. Salt Operations

Acquired

from

NRGY

May

14,

2012

for

total

purchase

price

$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

approximately

10.0

Bcf

natural

gas

storage

capacity

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

Name

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

$19.1

$20.8

$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

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

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

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

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

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

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

Overview of NRGM

NRGM –

Summary Market Data

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

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

LP Quarterly

Quarterly

Distribution

Total

Quarterly

Annual

Distribution

to GP

LP Units

Distribution

% to LP

% to GP

Range

Within Range

per LP Unit

Outstanding

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

$0.0000

85.9

50.0%

0.3700

1.7

6.9

$0.0000

50.0%

0.0200

85.9

$1.7

0.3700

0.0200

Relevant Relative Trading Metrics

($ in millions, except per unit amounts)

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

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%

7.1%

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%

9.9%

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%

6.7%

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

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%

9.9%

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%

8.2%

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

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,

forecast

growth

NRGY

2013

but

estimate

10%

distribution

CAGR

2013-2016

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

new

asset

platform

(oil)

and

shale

exposure

(Bakken)

plus.

Management

projects

FY2014

EBITDA

$58mm,

translating

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

measured

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

NRGY

well

potential

expansion

opportunities

the

recently

acquired

COLT

hub

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

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

Confidential

DRAFT

NRGM Equity Ownership Summary

Overview of NRGM

Note: Shading denotes overlapping ownership

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

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)

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%

Salem Investment Counselors, Inc.

12,500

0.0%

UBS Global Asset Management

11,994

0.0%

279,425

0.5%

Susquehanna Financial Group LLLP

11,726

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%

Creative Planning, Inc.

1,450

0.0%

PNC Bank NA (Trust Department)

1,000

0.0%

Harbor Springs Financial Management LLC

1,000

0.0%

Retirement Planning Group, Inc.

605

0.0%

Union Bank, NA

600

0.0%

C. M. Bidwell & Associates Ltd.

600

0.0%

Central Trust & Investment Co.

300

0.0%

Tower Research Capital LLC

298

0.0%

1,293

0.0%

Baystate Wealth Management LLC

200

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

2.1

million

barrels

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

performance,

the

COLT

Hub

Phase

expansion

project

providing

additional

20,000

Bpd

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

$4.5

million

$8.6

million

annually

2013E

through

2017E

–

Growth

capital

expenditures

$126.7

million

2013E

and

$66.5

million

2014E,

primarily

attributable

the

Marc

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

NRGM

Management

Financial

Projections

–

Assumptions

•

Growth

Capital

Expenditures

–

Summary

millions)

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)

Total

($126.7)

($66.5)

($137.5)

($189.5)

($2.0)

Projected EBITDA

Stagecoach

$51.2

$55.6

North-South

14.7

Marc I

27.7

33.5

Commonwealth Pipeline

8.1

32.5

Steuben Gas

4.8

4.7

Thomas Corners

11.5

12.5

11.9

Seneca Lake

6.9

7.6

8.1

Seneca Lake Gas Storage Expansion

3.8

7.5

FL NGL - Bath

11.5

11.7

FL NGL - Watkins Glen

1.8

7.4

9.2

US Salt

17.2

18.7

19.4

COLT Hub

33.3

57.6

58.3

59.6

61.7

COLT Expansion I

8.4

12.8

13.0

COLT Expansion II

8.5

13.0

NRGM Corporate

(9.2)

(9.1)

Total

$171.6

$223.5

$242.7

$260.9

$287.5

Confidential

DRAFT

NRGM Management Financial Projections

($ in millions)

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

Natural Gas Transportation (MMcfd)

813.3

905.0

1,105.0

1,705.0

20.3%

NGL Storage Capacity (MMBbls)

2.0

3.6

Salt Tons Sold

362,423.3

378,013.8

388,013.8

1.7%

Revenue

Firm Storage

$103.2

$106.8

$113.1

$117.6

3.3%

Transportation

48.5

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

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)

(9.0%)

Transportation

(7.7)

(10.5)

(11.9)

(16.1)

20.3%

Salt

(29.0)

(29.5)

(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

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)

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

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)

The

following

sets

forth

the

funding

assumptions

utilized

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

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)

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)

(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

Valuation Methodologies

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

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

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

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

1.061

NRGM

Common

Units

and

$0.41

cash

Summary

Preliminary

Valuation

–

Valuation

Proposed

Consideration

Preliminary Value of the Proposed Consideration to be Paid per CMLP

Common Unit

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

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

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)

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)

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

(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

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

terminal

value

based

NRGM

yield

range

6.0%

8.0%

discounted

cost

equity

for

NRGM

ranging

between

7.5%

and

9.5%

based

CAPM

and

9.0%

11.0%

based

the

total

expected

market

return

(as

detailed

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

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

millions,

except

per

unit

amounts)

Confidential

DRAFT

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

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

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

12.0

12.3

01/11

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

101.0

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

38.4

18.9

07/10

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

965.0

46.0

21.0

07/10

Buckeye Partners / Lodi Gas Storage (ArcLight Capital Partners)

484.0

34.0

14.2

08/09

Plains

All

American

Pipeline,

L.P./Remaining

50%

Interest

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

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

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

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

Confidential

DRAFT

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

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%

7.1%

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%

9.9%

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%

6.7%

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

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%

9.9%

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%

8.2%

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

Confidential

DRAFT

Wall Street Research Price Targets

($ in millions, except per unit amounts)

Summary Price Targets

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)

Confidential

DRAFT

Summary Analysis of the Proposed Exchange Ratio

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

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

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)

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)

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

10.0

15.0

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

92.6

104.1

115.0

122.6

127.0

Common Units -

CMLP

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

$217.2

$338.8

$402.8

$457.3

$493.3

13.3%

Proposed Transaction (cont’d)

($ in millions, except per unit amounts)

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

$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

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

0.42

$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

$0.45

$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

1.02x

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)

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

CMLP Net Debt Assumed

787.4

Revolver Draw for Transaction Fees and Expenses

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

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

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

1,738.9

1,901.0

1,910.1

1,941.8

Net Debt

$712.1

$750.2

$1,637.9

$1,641.2

$1,738.9

$1,901.0

$1,910.1

$1,941.8

Confidential

DRAFT

Confidential

DRAFT

Pro

Forma

Impact

–

CMLP

Unitholder

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

$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

1.06x

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

$0.04

$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

$1.61

$1.72

$1.79

$1.86

$1.89

3.2%

Distribution / LP Unit -

Pro Forma

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%

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%

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

$1.92

$1.96

$2.16

$2.31

$2.39

NRGM Current Yield

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

0.5182

Confidential

DRAFT

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

($ in millions)

Current

Near Term

Long Term

2013E

Equity

Distribution

Partnership

Value

Yield

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%

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

Partnership

Value

Yield

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%

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%

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%

1.40x

Ferrellgas Partners, L.P.

1,567.2

10.3%

0.0%

1.02x

Capital Products Partners L.P.

740.1

10.9%

0.0%

1.20x

Navios Maritime Partners

948.7

12.3%

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%

1.07x

Summary Pro Forma Impact

105

Current

Near Term

Long Term

2013E

Equity

Distribution

Partnership

Value

Yield

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%

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

Partnership

Value

Yield

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%

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%

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%

1.40x

Ferrellgas Partners, L.P.

1,567.2

10.3%

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%

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%

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%

1.07x

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

Partnership

Value

Yield

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%

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%

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

Partnership

Value

Yield

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%

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%

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%

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%

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%

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%

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

Confidential

DRAFT

Summary Pro Forma Impact

107

MLPs by 2013E Distribution Coverage

($ in millions)

= 0.0039

Current

Near Term

Long Term

2013E

Equity

Distribution

Partnership

Value

Yield

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%

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%

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%

1.20x

Capital Products Partners L.P.

740.1

10.9%

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

Partnership

Value

Yield

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%

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%

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%

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%

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

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.

5.7%

6.3%

3.1%

7.4%

4.7%

3.7%

5.4%

8.7%

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%

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

Niska Gas Storage Partners LLC

DRAFT

Confidential

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

compared

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

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

(1-T));

Assumes

corporate

tax

rate

35.0%

(3)

Excludes

American

Midstream

Partners,

and

Southcross

Energy

Partners,

L.P.

due

relatively

new

partnerships

with

non-comparable

size

(4)

10-year

Treasury

April

19,

2013

(5)

Source:

Ibbotson

Associates

(6)

Equity

Cost

Capital

calculated

as:

Risk-free

rate

(Levered

Equity

Beta

Market

Risk

Premium)

Small

Company

Risk

Premium

110

(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

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

(1-T));

Assumes

corporate

tax

rate

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

Capital

calculated

as:

Risk-free

rate

(Levered

Equity

Beta

Market

Risk

Premium)

Small

Company

Risk

Premium

112

(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

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%