EX-99.(c)(3)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

without the prior written consent of Evercore.

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

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

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

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

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

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

transactions or matters described herein.

Confidential

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

1.089x

NRGM

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

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

payment to CMLP unitholders

–

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

–

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

–

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

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

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

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

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

Overview of Materials

Introduction

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

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

Confidential

As such, the materials herein review the following:

–

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

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

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

Consideration relative to the preliminary value of a CMLP unit

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

MLP based on various financial metrics

–

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

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

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

review of a potential alternative set of projected operating and

financial provided by CMLP management representing a

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

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

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

CMLP (the “CMLP Research Financial Projections”)

–

A preliminary valuation analysis of CMLP utilizing both the CMLP

Management Financial Projections and the CMLP

Downside Financial Projections

–

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

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

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

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

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

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

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

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

Overview of Materials (cont’d)

Introduction

Confidential

Overview of Project Intrepid

Opinion

Requested:

Executive Summary

part

the

Proposed

Transaction,

NRGM

has

proposed

acquire

each

CMLP

common

unit

and

Class

Unit

outstanding

exchange

for:

(i)

1.089x

NRGM

common

units

and

(ii)

$0.41

cash

assuming

than

[5.0]%

premium

CMLP’s

volume-

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

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

–

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

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

2013, a CMLP enterprise value of approximately $2.4 billion

–

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

–

Expected announcement on May 6, 2013

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

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

–

Step

NRGY

will

distribute

all

its

56.4

million

NRGM

units

NRGY

unitholders

–

Step

Crestwood

Holdings

will

acquire

IHGP

for

cash

payment

[$70

million

-$80

million],

with

the

exact

amount

such

payment

still

determined

based

certain

tax

and

other

considerations

–

Step

NRGY

will

acquire

CMLP’s

general

partner

and

IDR

interest

debt-free

basis

from

Crestwood

Holdings

exchange

for

$450

million

NRGY

units

(40.2

million

NRGY

units

based

the

20-Day

VWAP

April

25,

2013)

–

Step

Crestwood

Holdings

will

contribute

portion

its

CMLP

units,

currently

proposed

6.3

million

CMLP

units,

for

equivalent

value

NRGY

units

such

that

Crestwood

Holdings

owns

29.0%

interest

NRGY

pro

forma

basis

While

Steps

through

above

are

conditions

precedent

closing

the

Proposed

Transaction,

closing

the

Proposed

Transaction

not

condition

precedent

the

Consolidation

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

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

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

Gas Services Holdings LLC and their respective affiliates

Confidential

100%

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

units

based

upon

the

volume

weighted-average

price

CMLP

common

units

for

the

ten

trading

days

immediately

preceding

the

date

the

distribution

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%

GP LLC

137,105 Common LP Units

1,112,674 GP Units

Common LP Units

28.2%

Crestwood Marcellus

Midstream LLC

Crestwood Holdings II

LLC

Crestwood

Marcellus

Holdings LLC

3.8%

0.2%

Crestwood Midstream Partners LP

Market Capitalization: $1,535.9 million

Net Debt: $702.5 million

B3 / B

Crestwood Gas Services

Confidential

Common LP Units

12.0 million

7.9%

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

111.0 million

73.3%

Inergy GP, LLC

Inergy, L.P.

Public

Unitholders

MGP GP, LLC

NRGM GP, LLC

Common LP Units

6.8 million

4.5%

Non-Economic General Partner Interest

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

14.3%

Inergy

Midstream, L.P.

Pro Forma Ownership

Units (MM)

NRGY

Public - NRGY

105.0

56.6%

Crestwood Holdings

53.8

29.0%

Management

26.7

14.4%

Total NRGY Units

185.6

100.0%

NRGM

Public - NRGM

17.5

11.6%

Public - CMLP

37.1

24.5%

Crestwood Holdings

21.7

14.3%

NRGY Unitholders

56.4

37.2%

NRGY

6.8

4.5%

Management

12.0

7.9%

Total NRGM Units

151.5

100.0%

Crestwood Midstream Partners,

100%

Crestwood Gas Services, LLC

100%

Non-Economic General Partner Interest

100%

Confidential

Summary of Merger Agreement (cont’d)

Executive Summary

Covenants:

Conditions to

Closing:

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

occurred; and Required Approvals obtained (see page 11)

Termination:

Termination

(i)

mutual

consent

the

parties;

(ii)

either

CMLP

NRGM

merger

not

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

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

the other party or (iii) by NRGM if CMLP

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

Termination Fee: CMLP must pay termination fee of $[

] if CMLP willfully breaches non-solicitation

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

Expense Reimbursement: CMLP must pay NRGM $[

] million as expense reimbursement if CMLP

unitholder approval is not obtained

Controlling Law:

Delaware

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

April 19, 2013

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

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

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

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

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

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

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

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

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

Confidential

Evercore Evaluation Process To-Date

Executive Summary

Reviewed certain publicly-available financial and operating data relating to CMLP and NRGM that we deemed to be

relevant;

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

standalone basis;

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

management of CMLP;

Discussed the past and current operations, financial projections and current financial condition of CMLP with management

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

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

management of NRGM;

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

management;

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

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

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

Reviewed the Project Intrepid Due Diligence Presentation dated April 19, 2013 prepared by CMLP management

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

LLC, Inergy, L.P., Crestwood Midstream Partners LP and Crestwood Gas Services GP LLC

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

Partner, LLC

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

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

April 24, 2013

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

dated April 24, 2013

dated

dated April 19, 2013

Confidential

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

$23.71

$10.90

$16.81

$26.00

$20.05

$23.46

$15.15

$19.27

$26.55

$39.91

$37.50

$23.79

$29.16

$32.50

$33.54

$32.58

$24.91

$27.90

$30.91

$--

$10.00

$20.00

$30.00

$40.00

$50.00

$60.00

Summary Preliminary Valuation Analysis

Executive Summary

Relevant Range of the

Proposed Consideration

$27.00

$22.00

Indicative Value per CMLP Common Unit Assuming

the CMLP Management Financial Projections

Indicative Value of the Proposed Consideration to be

Paid per CMLP Common Unit Assuming the NRGM

Management Financial Projections

1.089x NRGM Units + $0.41 per unit of cash

Current

CMLP

Unit Price:

$25.15

DRAFT

Confidential

Asset Overview

Overview of CMLP

Source: Public partnership filings

Pipeline

Nominal Capacity (MMcfd)

Installed

Compression

Asset

Miles

Gathering

Processing

Treating

Dehydration

Compression (HP)

Units

Barnett Shale

Owned:

Cowtown System

298

425

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

DRAFT

Confidential

Asset

Overview

–

Barnett

Shale

(55.3%

2013E

EBITDA

Excluding Corporate

Expenses)

Overview of CMLP

Source: Public partnership filings and CMLP management

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

Barnett Shale EBITDA declined $8.9 million from

2011 levels

–

Gathering volumes declined from 473.5 MMfcd

in 2011 to 433.1 MMcfd in 2012 given reduced

production from existing wells and well shut-ins

on the Alliance System and Lake Arlington

System

–

Such volume declines were partially offset by

producers connecting 64 new wells during the

year ended December 31, 2012 mostly on the

Cowtown System

–

During the year ended December 31, 2011,

Quicksilver Resources Inc.’s

(“Quicksilver”)

joint development agreement with Eni SpA

resulted in an increase of approximately 75

MMcfd in gathered volumes and approximately

$16.0 million in revenue

Given the higher NGL content of the natural gas

production in Johnson County, Texas, Devon Energy

Corporation maintained an active drilling and

development plan in 2012

Map –

Barnett Shale Assets

CMLP Natural Gas Gathering Pipeline

Third-Party Natural Gas Gathering Pipeline

Third-Party Natural Gas Takeaway Pipeline

CMLP Natural Gas Processing Plants

Third-Party Natural Gas Processing Plants

CMLP Treating and Compression Facility

Competitive Asset Legend

Cowtown System

Alliance System

Lake Arlington

System

The primary producer on the system, Quicksilver, represented

71.6% of CMLP’s Barnett Shale gathering volumes

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

agreement to sell an undivided 25.0% interest in its Barnett Shale oil

and gas assets for $485.0 million to TG Barnett Resources LP, a

U.S. subsidiary of Tokyo Gas Co., Ltd.

–

Future development spending will be shared in proportion to

each party’s working interest

DRAFT

Confidential

Overview of CMLP

Source: Public partnership filings and HPDI

On August 24, 2012, CMLP acquired certain gathering and

processing assets from Devon Corporation (“Devon”) in west

Johnson County, Texas (the “West Johnson County System”)

–

The assets acquired consist of a 74-mile low pressure

natural gas gathering system, a 100 MMcfd cryogenic

processing facility and 23,100 horsepower of

compression equipment

–

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

gathering, processing and compression agreement with

Devon, pursuant to which CMLP will gather and

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

acre dedication

–

The West Johnson County System was operational from

August 24, 2012 to December 1, 2012

Natural gas production gathered and processed

pursuant to the agreement was approximately 96

MMcfd as of December 31, 2012

On December 1, 2012, CMLP elected to cease

operating the 100 MMcfd natural gas processing

plant and consolidated natural gas volumes then

on the West Johnson County System onto the

Cowtown System

CMLP is currently evaluating other potential

uses for the 100 MMcfd natural gas

processing plant

Wells Spud and Permits by Quarter

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

Texas)

Producing Wells and Production by Quarter

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

Texas)

150

300

450

2010

2011

2012

Permits

Spuds

7,500

8,500

9,500

10,500

3,750

4,000

4,250

4,500

2010

2011

2012

Production (MMcfed)

Average Producing Wells

4,750

Asset Overview – Barnett Shale (55.3% of 2013E EBITDA Excluding Corporate

Expenses) (cont’d)

DRAFT

Confidential

Overview of CMLP

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

Marcellus Shale assets

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

CMLP’s dedicated acreage:

–

CMLP management expects 60 to 70 new well connections in

2013

–

CMLP management expects to expand its low pressure

gathering systems with an additional 18 miles of pipeline

–

In addition to the four compressor stations acquired from

Enerven in January 2013 for $95.0 million, CMLP also

expects to add at least two new compressor stations during

2013

CMLP is in early discussions with Antero regarding the accelerated

development of midstream infrastructure in the western part of

CMLP’s dedicated acreage including the addition of incremental

compressor stations to increase total gathering capacity

CMLP’s Marcellus Shale assets gather natural gas production that

Evercore believes, given well costs and production profile, generate

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

MMBtu natural gas price

Source: Public partnership filings and HPDI

Wells Spud and Permits by Quarter

(Harrison and Doddridge Counties, West Virginia)

2010

2011

2012

Permits

Spuds

Producing Wells and Production by Quarter

(Harrison and Doddridge Counties, West Virginia)

5,000

5,500

6,000

6,500

100

200

300

400

2009

2010

2011

Production (MMcfed)

Average Producing Wells

Competitive Asset Legend

Map –

Marcellus Shale Assets

CMLP Natural Gas Gathering Pipeline

Third-Party Natural Gas Gathering Pipeline

Third-Party Natural Gas Takeaway Pipeline

Third-Party Natural Gas Processing Plants

CMLP Compression Station

Antero Acreage Dedication

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

Confidential

DRAFT

Asset Overview –

Fayetteville Shale (10.5% of 2013E EBITDA Excluding Corporate

Expenses)

Overview of CMLP

Fayetteville segment EBITDA increased approximately $7.9 million

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

gathering volume increased by 22.5 MMcfd in 2012 compared to 2011

–

During the year ended December 31, 2012, BHP connected six

new wells on the Twin Groves System

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

fee contracts with producers with approximately 100,000 acres

dedicated to CMLP

–

These contracts have initial terms that extend through 2020 and

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

contract through 2025

Primary producer, BHP, acquired CHK’s Fayetteville Shale upstream

assets on February 22, 2011 for $4.25 billion

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

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

Fayetteville charge reflects the fall in United States domestic gas prices

and the company’s decision to adjust its development plans by shifting

drilling from dry gas to more liquids rich fields”

Map –

Fayetteville Shale Assets

Source: Public partnership filings and HPDI

Wells Spud and Permits by Quarter

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

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

Competitive Asset Legend

Wilson Creek

Prairie Creek

Twin

Groves

Woolly Hollow

Rose Bud

Producing Wells and Production by Quarter

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

Confidential

DRAFT

Asset Overview –

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

Overview of CMLP

For the year ended December 31, 2012, the Granite

Wash segment’s EBITDA was approximately $0.8

million lower than in 2011, primarily due to lower

product sales margin and higher operations and

maintenance expenses while volumes on the system

increased by 5.2 MMcfd, or 41.4%, versus 2011

–

Lower margins earned on percent-of-proceeds

contracts, which primarily resulted from lower

NGL and natural gas prices coupled with

relatively consistent costs per volume

–

Higher gathering revenues from new wells

connected by Sabine Oil and Gas LLC

(“Sabine”) partially offset the decline in

product sales margin in 2012

Map –

Granite Wash Assets

Source: Public partnership filings and HPDI

Wells Spud and Permits by Quarter

(Roberts County, Texas)

2010

2011

2012

Permits

Spuds

CMLP Natural Gas Gathering Pipeline

Third-Party Natural Gas Gathering Pipeline

Third-Party Natural Gas Takeaway Pipeline

CMLP Natural Gas Processing Plants

Third-Party Natural Gas Processing Plants

Competitive Asset Legend

Indian Creek

System

Producing Wells and Production by Quarter

(Roberts County, Texas)

Confidential

DRAFT

Asset Overview –

Haynesville Shale (1.5% of 2013E EBITDA Excluding Corporate

Expenses)

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)

Confidential

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

Map –

Avalon Shale Assets

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

Competitive Asset Legend

Las Animas Systems

Wells Spud and Permits by Quarter

(Eddy County, New Mexico)

Producing Wells and Production by Quarter

(Eddy County, New Mexico)

Confidential

DRAFT

CMLP –

Summary Market Data

($ in millions, except per unit amounts)

Market Capitalization

Balance Sheet and Credit Data

Unit Price and Distribution Information

Overview of CMLP

Source: Public partnership filings and Factset

(1)

Includes 6,190,469 Class D Units

(2)

Excludes 6,190,469 Class D Units

General Partner Incentive Distribution Rights

Quarterly Distribution per LP Unit

$0.5100

Quarterly

Total

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%

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

As of April 25, 2013

Total

Units

Outstanding

(1)

61.1

Common Unit Price

$25.15

Total Equity Value

$1,535.9

Plus: Total Debt

702.7

Less: Cash

(0.1)

Total Enterprise Value

$2,238.4

IBES

Yield/

Data

Multiple

Distribution Yield

Current

$2.04

8.1%

2013E

2.07

8.2%

2014E

2.15

8.5%

2015E

2.26

9.0%

TEV / EBITDA

2013E

$179.1

12.5x

2014E

229.5

9.8

2015E

296.3

7.6

Confidential

DRAFT

Overview of CMLP

Relevant Relative Trading Metrics

Source: Partnership filings, FactSet, IBES

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/25/2013)

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Gathering and Processing MLPs

American Midstream Partners, LP

$18.21

$170.4

$380.6

12.1x

11.0x

9.5%

2.4%

11.9%

Atlas Pipeline Partners, L.P.

36.18

2,383.4

3,627.1

10.3

8.2

6.4%

7.0%

7.9%

9.9%

16.3%

Access Midstream Partners, L.P.

41.07

7,941.9

10,488.6

12.9

10.1

4.4%

4.8%

5.5%

10.6%

14.9%

Crosstex Energy, L.P.

18.85

1,802.2

2,838.3

12.1

9.2

7.0%

7.4%

8.1%

5.3%

12.3%

DCP Midstream Partners, LP

47.47

2,936.8

4,591.2

12.5

9.2

5.8%

6.0%

6.5%

8.4%

14.2%

MarkWest Energy Partners, L.P.

62.18

9,270.4

11,773.9

16.9

12.5

5.3%

5.5%

6.1%

9.2%

14.5%

Regency Energy Partners LP

26.51

5,450.8

8,304.4

13.2

10.6

6.9%

7.1%

7.3%

4.3%

11.2%

Southcross Energy Partners, L.P.

21.13

526.8

969.1

18.3

17.0

7.6%

7.7%

6.3%

13.9%

Summit Midstream Partners, LP

27.13

1,351.5

1,542.8

13.3

10.9

6.0%

6.4%

7.0%

8.0%

14.1%

Targa Resources Partners LP

46.68

4,848.5

7,324.3

11.5

9.0

5.8%

6.1%

6.8%

8.5%

14.4%

Western Gas Partners, LP

58.64

6,289.4

8,087.4

18.5

13.5

3.7%

3.9%

4.5%

11.6%

15.3%

Mean

13.8x

11.0x

6.2%

6.5%

7.0%

7.7%

13.9%

Median

12.9

10.6

6.0%

6.4%

7.0%

8.4%

14.2%

Crestwood Midstream Partners LP

$25.15

$1,535.9

$2,267.4

12.7x

9.9x

8.1%

8.2%

8.5%

4.1%

12.2%

($ in millions, except per unit amounts)

Confidential

DRAFT

Wall Street Research Price Targets

($ in millions, except per unit amounts)

Summary Price Targets

Analyst Recommendations

Source: Bloomberg, IBES

Distribution Per Unit Estimates

EBITDA Estimates

Overview of CMLP

Hold (2) 33.3%

Buy (4) 66.7%

Target

Firm

Analyst

Date

Recommendation

Price

Ladenburg Thalmann

Eduardo Seda

02/27/13

Buy

$32.50

Hilliard Lyons

Joel K. Havard

02/27/13

Long-term Buy

32.00

Simmons

Mark L. Reichman

03/21/13

Overweight

30.00

Barclays

Richard Gross

02/28/13

Equalweight

27.00

RBC

T.J. Schultz

02/27/13

Sector Perform

26.00

Wells Fargo

Michael J. Blum

02/28/13

Outperform

Median:

$30.00

Mean:

29.50

Low:

26.00

High:

32.50

$2.09

$2.17

$2.26

$2.12

$2.24

$2.36

$2.04

$2.14

$2.07

$2.10

$2.20

$2.07

$2.15

$2.26

$1.80

$1.90

$2.00

$2.10

$2.20

$2.30

$2.40

2013E

2014E

2015E

$178.0

$258.0

$307.0

$179.1

$209.0

$180.7

$229.0

$178.6

$248.8

$316.4

$179.1

$229.5

$296.3

$--

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

2013E

2014E

2015E

Barclays

Ladenburg Thalmann

RBC

Wells Fargo

IBES

Confidential

DRAFT

Research Analyst Commentary

“In

our

opinion,

given

our

assumption

improving

sector

growth

outlook,

weak

natural

gas

but

strong

crude

oil

and

NGL

commodity

price environment,

additional

organic

growth

projects

coming

on-line,

well

contributions

from

the

recent

acquisitions

and

CMLP’s

increased

growth capex

budget,

believe

CMLP

well

positioned

achieve

distribution

growth

rate

5.6%

CAGR

over the

2013-15

period,

and

thereafter

higher

rate.”

–

Ladenburg Thalmann, Eduardo Seda; February 27, 2013

Price Target: $32.50

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

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

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

growth in liquids-rich areas.”

–

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

Price Target: NA

“We forecast 5-year distribution CAGR of 3.9%. We believe CMLP will be able to raise distribution at a moderate

pace,

but

expect

near-term

coverage

impacted

(and

light)

from

Class

and

unit

conversions

in 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: $27.00

Overview of CMLP

Confidential

DRAFT

Overview of CMLP

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

following assumptions:

–

Marcellus volumes are expected to increase 101.2% year-over-year from 227.2 MMcfd in 2012A to 457.1 MMcfd in 2013E

based on Antero’s volume forecast provided to CMLP management

–

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

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

Corporation (“Empire”)

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

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

–

Barnett dry natural gas volumes are expected to decline by 12.5%

year-over-year from 268.4 MMcfd in 2012A to 234.9

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

–

Fayetteville dry natural gas volumes are expected to increase by

12.9% year-over-year from 86.7 MMcfd in 2012A to 97.9

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

–

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

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

activity corresponding to current 5-year commodity strip pricing

–

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

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

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

–

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

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

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

Fixed costs assumed to increase at 3.0% per year after 2013E

CMLP Management Financial Projections –

Assumptions

Confidential

DRAFT

Overview of CMLP

–

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

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

amortization expenses

General and administrative expenses assumed to increase at 4.0% per annum after 2013E

–

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

by CMLP operations managers and include:

2013E maintenance capital expenditures are projected to be $9.3 million including compressor overhauls and a new

compressor warehouse

–

Five

year

maintenance

capital

expenditures

based

2013E

budget

and

consist

primarily

compressor

overhauls

2013E growth capital expenditures are projected to be $126.8 million and include $77.1 million of new pipeline and

compressor stations in the Marcellus, $22.0 million for the West

Union Compressor Station in Doddridge County, West

Virginia, $5.1 million for the upgrade of Enerven compressor stations with the remaining $22.7 million primarily related

to new well connections

–

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

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

Excludes potential other growth capital expenditure opportunities, including:

–

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

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

$199.1 million in 2013E

–

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

MarkWest Energy Partners, L.P. (the “MarkWest Marcellus Bolt-On Acquisition”) for $125.0 million

–

The

potential

acquisition

certain

pipeline

assets

pursuant

CMM’s

seven-year

right

first

offer

acquire

any

midstream assets sold by Antero in an area of approximately 100,000 acres adjacent to Antero’s current area of

dedication (“Antero Western AOD Acquisition”) for $250.0 million

CMLP Management Financial Projections –

Assumptions (cont’d)

Confidential

DRAFT

2013E Growth Capital Expenditures –

Summary

Overview of CMLP

Source: CMLP management

For the Quarter Ending

Fiscal Year

Budgeted Growth Capital Expenditures

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

Marcellus:

Zinnia Mainlines

$--

$30.1

$7.1

$--

$37.2

Perkins/Morgan Stations

5.0

12.7

6.4

4.9

29.0

Other Marcellus Laterals

3.5

6.7

0.7

10.9

Enerven Engine Upgrades

1.3

2.5

1.3

5.1

Mackey Wolfe Lateral

1.8

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

($ in millions)

Confidential

DRAFT

CMLP Management Financial Projections

Overview of CMLP

The following sets forth selected operating projections provided

by CMLP management utilized in deriving the CMLP Management

Financial Projections herein:

For the Year Ended December 31,

For the Years Ending December 31,

CAGR

2010A

2011A

2012A

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Gathering Volumes (MMcfd)

Barnett Rich

129.5

143.9

163.5

216.1

211.6

210.6

212.9

215.9

(0.0%)

Granite Wash

16.6

17.6

29.7

46.1

58.4

66.4

72.1

24.8%

Avalon

11.5

9.0

6.8

5.2

4.3

3.6

3.1

(17.4%)

Marcellus

227.2

457.1

572.5

692.0

740.5

783.3

14.4%

Total Rich Gathering Volumes

129.5

172.0

417.2

709.7

835.3

965.3

1,023.4

1,074.4

10.9%

Barnett Dry

213.8

329.7

268.4

234.9

256.6

275.7

277.8

283.2

4.8%

Fayetteville

85.2

86.7

97.9

117.1

160.6

205.7

235.7

24.6%

Haynesville

60.1

50.5

33.6

32.4

42.4

46.0

48.9

9.8%

Total Dry Gathering Volumes

213.8

475.0

405.6

366.4

406.1

478.8

529.5

567.8

11.6%

Total Gathering

343.3

647.0

822.8

1,076.1

1,241.5

1,444.0

1,552.9

1,642.2

11.1%

Processing Volumes (MMcfd)

Barnett

127.8

131.8

155.7

207.0

202.6

201.6

203.8

206.8

(0.0%)

Granite Wash

12.3

17.5

29.4

45.6

57.8

65.7

71.3

24.8%

Total Processing Volumes

127.8

144.1

173.2

236.4

248.2

259.4

269.6

278.1

4.1%

Compression Volumes (MMcfd)

Marcellus

6.4

331.8

543.9

702.9

752.0

794.8

24.4%

Well Connections

Barnett Rich

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

Confidential

DRAFT

CMLP Management Financial Projections (cont’d)

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%

($ in millions)

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)

(52.5)

(62.8)

(67.6)

(72.8)

Less: Maintenance Capital Expenditures

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

Plus: Non-Cash Equity Compensation

3.8

4.5

4.7

4.9

5.2

Distributable Cash Flow

$124.7

$159.6

$204.4

$236.3

$261.1

20.3%

Distributed Cash Flow

Common Units (Public)

$70.6

$73.3

$80.7

$88.7

$97.6

Common Units (Crestwood Holdings)

40.7

57.0

62.7

69.0

75.9

22.2

30.3

43.4

57.7

73.5

Total

$133.5

$160.7

$186.7

$215.4

$247.0

16.6%

% to GP

16.6%

18.9%

23.2%

26.8%

29.7%

GP IDRs

$20.1

$27.7

$40.4

$54.5

$69.9

Weighted Average LP Units Outstanding

60.2

60.6

DCF / LP Unit

$1.99

$2.14

$2.51

$2.78

$2.98

10.6%

Distribution / LP Unit

$2.07

$2.15

$2.37

$2.60

$2.86

8.4%

LP Coverage

0.96x

1.00x

1.06x

1.07x

1.04x

Total Coverage

0.93x

0.99x

1.09x

1.10x

1.06x

Distributable Cash Flow Surplus / (Shortfall)

($8.7)

($1.1)

$17.7

$20.9

$14.2

Confidential

DRAFT

Overview of CMLP

CMLP management also provided Evercore with an alternative downside case to the CMLP Management Financial Projections,

which incorporate the following assumptions:

–

Operating and financial projections for the year ending December

31, 2013 assumed to equal the operating and financial

projections in the CMLP Management Financial Projections

–

Rich natural gas volumes from the Barnett, Granite Wash and Avalon are assumed to equal the projections in the CMLP

Management Financial Projections

Expected to grow at a 5-year CAGR of 10.9%

Natural gas processing volumes from the Barnett and Granite Wash

are assumed to equal the projections in the CMLP

Management Financial Projections

–

Marcellus rich natural gas volume 5-year CAGR of 14.4% in the CMLP Management Financial Projections decreased to 3.6%

in the CMLP Downside Financial Projections based on a CMLP management case of Antero’s drilling schedule deceleration

Marcellus compression volume 5-year CAGR of 24.4% in the CMLP Management Financial Projections decreased to

12.8% in the CMLP Downside Financial Projections due to the lower gathering volumes assumed

–

Dry natural gas volumes 5-year CAGR of 11.6% in the CMLP Management Financial Projections decreased to (2.4%) in the

CMLP Downside Financial Projections

–

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

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

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

Fixed costs assumed to increase at 3.0% per year after 2013E

–

General and administrative expenses are assumed to equal the projections in the CMLP Management Financial Projections

General and administrative expenses assumed to increase at 4.0% per annum after 2013E

CMLP Downside Financial Projections –

Assumptions

Confidential

DRAFT

Overview of CMLP

–

Five year maintenance capital expenditures adjusted from the CMLP Management Financial Projections based on compressor

overhauls necessary in the CMLP Downside Financial Projections given decreased Marcellus volumes

–

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

additional Marcellus compressor stations and Fayetteville and Granite Wash facility expansions

–

Excludes potential other growth capital expenditure opportunities, including:

The potential acquisition of RKI’s 50.0% non-operating interest in the JGGS in the Niobrara Basin, and the further

development of that system for $199.1 million in 2013E

The MarkWest Marcellus Bolt-On Acquisition for $125.0 million

The Antero Western AOD Acquisition for $250.0 million

–

Growth capital expenditures to be financed with revolver borrowings at an interest rate of 3.60%, 3.75%, 4.50%, 5.00% and

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

–

Assumes CMLP’s Class D Units distributions are paid in-kind with additional Class D Units until conversion into 6.8 million

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

Distributions paid in-kind assume CMLP yield of 9.0%, 8.5%, 8.0% and 7.5% in the first, second, third and fourth

quarter of 2013E, respectively

–

CMLP projected unit price assumes CMLP yield of 9.0% in the first quarter of 2013E and 8.5% in each quarter of the forecast

period thereafter

–

$200.0 million senior note offering on June 30, 2015 assumed to be issued at an 8.0% interest rate with proceeds utilized to

reduce borrowings from CMLP’s revolving credit facility

–

Distribution per LP unit remains constant until target coverage of 1.05x is reached

Distribution

per

unit

$2.04

each

2013E,

2014E,

2015E

and

2016E,

respectively

–

No interest income on cash balances

CMLP Downside Financial Projections –

Assumptions (cont’d)

Confidential

DRAFT

CMLP Downside Financial Projections

Overview of CMLP

The following sets forth selected operating projections provided

by CMLP management utilized in deriving the CMLP Downside

Financial Projections herein:

For the Year Ended December 31,

For the Years Ending December 31,

CAGR

2010A

2011A

2012A

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Gathering Volumes (MMcfd)

Barnett Rich

129.5

143.9

163.5

216.1

211.6

210.6

212.9

215.9

(0.0%)

Granite Wash

16.6

17.6

29.7

46.1

58.4

66.4

72.1

24.8%

Avalon

11.5

9.0

6.8

5.2

4.3

3.6

3.1

(17.4%)

Marcellus

227.2

457.1

468.7

486.6

513.3

526.0

3.6%

Total Rich Gathering Volumes

129.5

172.0

417.2

709.7

731.5

759.9

796.2

817.1

3.6%

Barnett Dry

213.8

329.7

268.4

234.9

225.2

212.8

205.4

200.3

(3.9%)

Fayetteville

85.2

86.7

97.9

105.7

109.4

112.8

116.4

4.4%

Haynesville

60.1

50.5

33.6

20.5

18.4

17.0

16.0

(17.0%)

Total Dry Gathering Volumes

213.8

475.0

405.6

366.4

351.4

340.6

335.2

332.7

(2.4%)

Total Gathering

343.3

647.0

822.8

1,076.1

1,082.9

1,100.5

1,131.4

1,149.8

1.7%

Processing Volumes (MMcfd)

Barnett

127.8

131.8

155.7

207.0

202.6

201.6

203.8

206.8

(0.0%)

Granite Wash

12.3

17.5

29.4

45.6

57.8

65.7

71.3

24.8%

Total Processing Volumes

127.8

144.1

173.2

236.4

248.2

259.4

269.6

278.1

4.1%

Compression Volumes (MMcfd)

Marcellus

6.4

331.8

448.4

497.5

524.8

537.5

12.8%

Well Connections

Barnett Rich

43.0

60.0

68.0

Granite Wash

5.0

10.0

16.0

15.0

Avalon

Marcellus

60.0

65.0

43.0

42.0

41.0

Total Rich Well Connections

108.0

135.0

127.0

125.0

124.0

Barnett Dry

23.0

8.0

10.0

Fayetteville

18.0

23.0

24.0

21.0

Haynesville

1.0

Total Dry Well Connections

42.0

31.0

34.0

31.0

Total Well Connections

150.0

166.0

161.0

158.0

156.0

155.0

Confidential

DRAFT

CMLP Downside Financial Projections (cont’d)

($ in millions)

Overview of CMLP

The following sets forth the CMLP Downside Financial Projections

utilized by Evercore in its analysis herein:

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Revenue, Less Purchases:

Barnett Rich

$90.5

$93.7

$101.5

$108.4

$115.1

Granite Wash

5.9

10.2

14.0

16.5

18.4

Avalon

0.4

0.3

0.2

Marcellus

69.9

81.7

89.2

96.8

101.6

Total Rich Natural Gas Revenue

$166.7

$185.9

$204.9

$221.9

$235.3

9.0%

Barnett Dry

49.5

46.7

46.8

46.6

46.7

Fayetteville

30.6

33.6

36.6

39.2

41.8

Haynesville

5.3

3.1

2.8

2.5

2.4

Total Dry Natural Gas Revenue

$85.4

$83.4

$86.2

$88.4

$90.9

1.6%

Total Revenue, Less Purchases

$252.1

$269.3

$291.1

$310.3

$326.2

6.7%

Operating Expense:

CMLP Operating Expense

$42.9

$43.9

$45.0

$46.2

$47.4

CMM Operating Expense

7.9

9.8

10.5

10.8

11.1

Total Operating Expense

$50.8

$53.8

$55.5

$57.0

$58.5

3.6%

General and Administrative Expense:

CMLP General and Administrative Expense

$25.4

$26.4

$27.4

$28.5

$29.7

CMM General and Administrative Expense

2.9

3.0

3.2

3.3

3.4

Total General and Administrative Expense

28.3

29.4

30.6

31.8

33.1

4.0%

Plus: Other Corporate Adjustments

0.3

Adjusted EBITDA

$173.3

$186.1

$205.0

$221.4

$234.6

7.9%

Confidential

DRAFT

CMLP Downside Financial Projections (cont’d)

($ in millions, except per unit amounts)

Overview of CMLP

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Distributable Cash Flow

Adjusted EBITDA

$173.3

$186.1

$205.0

$221.4

$234.6

7.9%

Less: Cash Interest Expense, net

(43.0)

(47.9)

(57.4)

(64.8)

(68.6)

Less: Maintenance Capital Expenditures

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

Plus: Non-Cash Equity Compensation

3.8

4.5

4.7

4.9

5.2

Distributable Cash Flow

$124.8

$135.6

$144.6

$152.7

$159.4

6.3%

Distributed Cash Flow

Common Units (Public)

$69.5

$70.8

Common Units (Crestwood Holdings)

40.1

54.1

55.1

20.6

23.6

25.9

Total

$130.3

$147.2

$151.8

3.9%

% to GP

15.8%

16.0%

17.1%

GP IDRs

$18.6

$21.1

$23.3

Weighted Average LP Units Outstanding

60.2

60.6

DCF / LP Unit

$1.99

$1.94

$2.02

$2.09

$2.14

1.9%

Distribution / LP Unit

$2.04

$2.08

0.5%

LP Coverage

0.97x

0.95x

0.99x

1.02x

1.03x

Total Coverage

0.96x

0.92x

0.98x

1.04x

1.05x

Distributable Cash Flow Surplus / (Shortfall)

($5.5)

($11.6)

($2.6)

$5.5

$7.6

The following sets forth the CMLP Downside Financial Projections

utilized by Evercore in its analysis herein:

Confidential

DRAFT

CMLP Downside Financial Projections (cont’d)

Overview of CMLP

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued (Public)

$119.0

$--

Equity Issued (Crestwood Holdings)

GP Contribution (Crestwood Holdings)

Class D Units Issued for Acquisition of 65.0% of CMM

129.0

Revolver Draw for Acquisition of 65.0% of CMM

129.0

CMM Debt Issued

32.1

19.0

24.9

23.0

22.5

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

46.5

68.3

19.4

11.3

4.1

DCF Surplus / (Shortfall)

(5.5)

(11.6)

(2.6)

5.5

7.6

Contribution from CMLP to CMM

50.0

Less: Financing Fees

(0.5)

Total Funding

$499.6

$75.7

$41.7

$39.8

$34.1

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

$89.1

$87.3

$44.3

$34.3

$26.5

Total Equity Issued

248.0

Uses:

Acquisition of 65.0% of CMM

$258.0

$--

Debt Paydown from 5.175 MM Units Issuance

118.5

(Increase) / Decrease in Working Capital

(3.7)

2.2

Growth Capital Expenditures

126.8

73.5

41.7

39.8

34.1

Total Uses

$499.6

$75.7

$41.7

$39.8

$34.1

Credit Statistics

Debt / Adjusted EBITDA

4.7x

4.9x

4.7x

4.5x

4.3x

Net Debt / Adjusted EBITDA

4.7x

4.9x

4.7x

4.5x

4.3x

Capital Structure

Cash

$0.1

Total Debt

822.8

910.1

954.4

988.7

1,015.2

Net Debt

$822.7

$910.0

$954.3

$988.6

$1,015.1

The following sets forth the funding assumptions utilized in the

CMLP Management Financial Projections and CMLP’s resulting

capital structure and credit statistics

($ in millions)

Confidential

DRAFT

CMLP Downside Financial Projections (cont’d)

Overview of CMLP

CMLP Management Financial Projections

CMLP Downside Financial Projections

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E -

2017E

Distributable Cash Flow

Adjusted EBITDA

$173.3

$214.8

$270.3

$307.9

$340.6

18.4%

Less: Cash Interest Expense, net

(43.0)

(52.5)

(62.8)

(67.6)

(72.8)

Less: Maintenance Capital Expenditures

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

Plus: Non-Cash Equity Compensation

3.8

4.5

4.7

4.9

5.2

Distributable Cash Flow

$124.7

$159.6

$204.4

$236.3

$261.1

20.3%

DCF / LP Unit

$1.99

$2.14

$2.51

$2.78

$2.98

10.6%

Distribution / LP Unit

$2.07

$2.15

$2.37

$2.60

$2.86

8.4%

LP Coverage

0.96x

1.00x

1.06x

1.07x

1.04x

Total Coverage

0.93

0.99

1.09

1.10

1.06

Distributable Cash Flow Surplus / (Shortfall)

($8.7)

($1.1)

$17.7

$20.9

$14.2

($ in millions)

For the Years Ending December 31,

CAGR

Difference versus CMLP Management Financial Projections

2013E

2014E

2015E

2016E

2017E

2013E -

2017E

2013E

2014E

2015E

2016E

2017E

Distributable Cash Flow

Adjusted EBITDA

$173.3

$186.1

$205.0

$221.4

$234.6

7.9%

$--

$28.7

$65.3

$86.4

$106.0

Less: Cash Interest Expense, net

(43.0)

(47.9)

(57.4)

(64.8)

(68.6)

(0.0)

(4.6)

(5.4)

(2.8)

(4.2)

Less: Maintenance Capital Expenditures

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

Plus: Non-Cash Equity Compensation

3.8

4.5

4.7

4.9

5.2

Distributable Cash Flow

$124.8

$135.6

$144.6

$152.7

$159.4

6.3%

($0.0)

$24.0

$59.9

$83.6

$101.7

DCF / LP Unit

$1.99

$1.94

$2.02

$2.09

$2.14

1.9%

($0.00)

$0.20

$0.49

$0.69

$0.84

Distribution / LP Unit

$2.04

$2.08

0.5%

$0.03

$0.11

$0.33

$0.56

$0.79

LP Coverage

0.97x

0.95x

0.99x

1.02x

1.03x

Total Coverage

0.96

0.92

0.98

1.04

1.05

Distributable Cash Flow Surplus / (Shortfall)

($5.5)

($11.6)

($2.6)

$5.5

$7.6

Confidential

DRAFT

Overview of CMLP

Comparison of CMLP Management Provided Financial Projections to Wall Street Research

Estimates

($ in

millions, except per unit amounts)

The following sets forth a comparison of the CMLP Management Financial Projections, the CMLP Downside Financial

Projections and Wall Street Research consensus estimates

EBITDA

Distribution per LP Unit

DCF per LP Unit

$173.3

$214.8

$270.3

$307.9

$340.6

$173.3

$186.1

$205.0

$221.4

$234.6

$179.1

$229.5

$296.3

$370.1

$446.5

$--

$100.0

$200.0

$300.0

$400.0

$500.0

2013E

2014E

2015E

2016E

2017E

CMLP Management Financial Projections

CMLP Downside Financial Projections

Wall Street Research

$1.99

$2.14 $1.94

$2.51

$2.78

$2.98

$1.99

$2.02

$2.09

$2.14

$2.05

$2.25

$2.66

$2.95

$3.21

$--

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

2013E

2014E

2015E

2016E

2017E

CMLP Management Financial Projections

CMLP Downside Financial Projections

Wall Street Research

$2.07

$2.15

$2.37

$2.60

$2.86

$2.04

$2.08

$2.07

$2.15

$2.26

$2.35

$2.43

$--

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

2013E

2014E

2015E

2016E

2017E

CMLP Management Financial Projections

CMLP Downside Financial Projections

Wall Street Research

Distribution Coverage

0.93x

0.99x

1.09x

1.10x

1.06x

0.96x

0.92x

0.98x

1.04x

1.05x

0.99x

1.07x

1.28x

1.39x

1.49x

0.20x

0.40x

0.60x

0.80x

1.00x

1.20x

1.40x

1.60x

2013E

2014E

2015E

2016E

2017E

CMLP Management Financial Projections

CMLP Downside Financial Projections

Wall Street Research

Confidential

DRAFT

Valuation Methodologies

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

Indicative Valuation of CMLP

Methodology

Description

Metrics/Assumptions

Discounted Cash Flow

Analysis:

Financials Projections

Values

CMLP

common

units

based

the

concepts

the

time

value

money

Utilizing the CMLP Management Financial Projections and the CMLP

Downside Financial Projections as previously reviewed herein, Evercore:

Tax depreciation based on schedule provided by CMLP management

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

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

Weighted average cost of capital based on mid-point of the Capital Asset Pricing Model (“CAPM”)

Tax

rate

35.0%

based

unitholders’

tax

rates

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

Discounted Cash Flow

Analysis:

Projected Distribution per Unit

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

of money

Utilizing projected distributions per unit from the CMLP Management

Financial Projections and the CMLP Downside Financial Projections as

previously reviewed herein, Evercore:

Terminal exit yield range of 7.0% to 10.0%

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

selected publicly-traded peers

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

traded peers

Precedent M&A Transaction

Analysis

Valuation for the CMLP common units based on multiples of transaction

value to EBITDA in historical transactions involving other natural gas

gathering and processing assets

Based on transaction value / EBITDA

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

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

range based on the assumed July 1, 2013 effective date

Growth capital expenditures discounted at an 8.0% discount rate

Peer Group Trading Analysis

Valuation for the CMLP common units based on current market enterprise

value multiples of relevant EBITDA for selected comparable publicly-

traded entities

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

Premiums Paid Analysis

Valuation for the CMLP common units based historical premiums paid in

MLP unit-for-unit transactions

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

prices

Historical Unit Price Trading

Ratio

Valuation

for

the

CMLP

common

units

based

historical

exchange

ratio

between CMLP unit prices and NRGM unit prices

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

Wall Street Research Price

Targets

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

analyst price targets of firms covering CMLP

Research

price

targets

from:

Barlcays,

Hilliard

Lyons,

Ladenburg

Thalmann,

RBC,

Simmons

and

Wells Fargo

–

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

discount rates and applied various perpetuity growth rates to

derive after-tax valuation ranges for CMLP

–

Calculated terminal values based on a range of multiples of

EBITDA derived from precedent transactions as well as

assumed perpetuity growth rates

–

Utilized varying total expected market return discount rates

and calculated a terminal value based on various terminal exit

yields

Confidential

DRAFT

DCF Analysis –

CMLP Management Financial Projections

($ in millions, except per unit amounts)

EBITDA Exit Multiple Sensitivities

Perpetuity Growth Rate Sensitivities

(1)

Assumes tax depreciation equal to maintenance capital expenditures in perpetuity

Summary Results

Indicative Valuation of CMLP

WACC

EBITDA Multiple

$35.0

8.0x

9.0x

10.0x

11.0x

12.0x

7.0%

$28.67

$32.76

$36.85

$40.94

$45.03

7.5%

27.89

31.90

35.90

39.91

43.92

8.0%

27.13

31.06

34.98

38.90

42.83

8.5%

26.39

30.23

34.08

37.92

41.76

9.0%

25.67

29.43

33.20

36.96

40.73

WACC

Perpetuity Growth Rate

$31.3

0.0%

0.5%

1.0%

1.5%

2.0%

7.0%

$32.61

$35.63

$39.15

$43.31

$48.30

7.5%

29.35

31.93

34.90

38.36

42.46

8.0%

26.51

28.73

31.26

34.18

37.59

8.5%

24.01

25.94

28.12

30.61

33.48

9.0%

21.80

23.48

25.37

27.52

29.97

For the Six

Months Ending

Terminal Value

December 31,

For the Years Ending December 31,

EBITDA

Perpetuity

2013E

2014E

2015E

2016E

2017E

Exit Multiple

Growth Rate

(1)

EBITDA

$116.4

$214.8

$270.3

$307.9

$340.6

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

Confidential

DRAFT

DCF Analysis –

CMLP Downside Financial Projections

($ in millions, except per unit amounts)

EBITDA Exit Multiple Sensitivities

Perpetuity Growth Rate Sensitivities

(1)

Assumes tax depreciation equal to maintenance capital expenditures in perpetuity

Summary Results

Indicative Valuation of CMLP

WACC

EBITDA Multiple

$22.1

8.0x

9.0x

10.0x

11.0x

12.0x

7.0%

$17.79

$20.61

$23.43

$26.25

$29.07

7.5%

17.24

20.00

22.76

25.52

28.28

8.0%

16.70

19.40

22.11

24.81

27.51

8.5%

16.17

18.82

21.47

24.12

26.76

9.0%

15.66

18.25

20.85

23.44

26.03

WACC

Perpetuity Growth Rate

$19.1

0.0%

0.5%

1.0%

1.5%

2.0%

7.0%

$20.10

$22.14

$24.53

$27.35

$30.73

7.5%

17.87

19.62

21.63

23.98

26.75

8.0%

15.93

17.43

19.15

21.13

23.44

8.5%

14.22

15.52

17.00

18.69

20.64

9.0%

12.70

13.84

15.12

16.58

18.24

For the Six

Months Ending

Terminal Value

December 31,

For the Years Ending December 31,

EBITDA

Perpetuity

2013E

2014E

2015E

2016E

2017E

Exit Multiple

Growth Rate

(1)

EBITDA

$95.5

$186.1

$205.0

$221.4

$234.6

Less: Tax DD&A

(89.2)

(164.8)

(114.3)

(103.5)

(11.8)

EBIT

$6.4

$21.3

$40.2

$107.1

$131.1

$222.8

Less: Taxes @ 35.0%

(2.2)

(7.5)

(14.1)

(37.5)

(45.9)

(78.0)

EBIAT

$4.1

$13.9

$26.1

$69.6

$85.2

$144.8

Plus: Tax DD&A

89.2

164.8

114.3

103.5

11.8

Less: Maintenance Capital Expenditures

(3.6)

(7.2)

(7.7)

(8.9)

(11.8)

Less: Growth Capital Expenditures

(27.7)

(73.5)

(41.7)

(39.8)

(34.1)

Unlevered FCF

$62.0

$98.0

$141.5

$135.3

$142.8

$144.8

Terminal Value Multiple/Growth Rate

10.0x

1.0%

PV of Terminal Value @ 8.0%

$1,659.4

$1,477.7

Plus: Present Value of Unlevered FCF

Implied Enterprise Value

$2,144.6

$1,962.9

Less: Debt as of July 1, 2013

Plus: Cash as of July 1, 2013

Implied Equity Value

$1,357.2

$1,175.6

Total Units Outstanding as of July 1, 2013

Implied Unit Price

$22.11

$19.15

485.2

(787.4)

0.0

61.4

Confidential

DRAFT

Indicative Valuation of CMLP

(1) CMLP 52-week yield range of 6.89% to 9.74%, with an average yield of 8.33%

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

for the six months ending December 31, 2013E and for the years ending December 31, 2014E, 2015E, 2016E and 2017E and a

terminal value based on an CMLP yield range of 7.0% to 10.0% discounted at a cost of equity for CMLP ranging between 8.5% and

9.5% based on CAPM and 13.5% to 14.5% based on the total expected market return (as detailed in the Appendix)

Discounted Cash Flow Analysis

–

CMLP Common Units

For the Six

Months Ending

December 31,

For the Years Ending December 31,

Terminal Value

2013E

2014E

2015E

2016E

2017E

Low

High

CMLP Standalone Distribution per LP Unit

$1.09

$2.15

$2.37

$2.60

$2.86

Terminal Yield

(1)

10.00%

7.00%

Terminal Value

$28.63

$40.90

Equity Cost of Capital Based on CAPM

PV @ 8.0% of Value per CMLP Common Unit

$29.51

$38.19

PV @ 8.5% of Value per CMLP Common Unit

29.00

37.50

PV @ 9.0% of Value per CMLP Common Unit

28.50

36.83

PV @ 9.5% of Value per CMLP Common Unit

28.01

36.17

PV @ 10.0% of Value per CMLP Common Unit

27.53

35.53

Implied CMLP Common Unit Value Range

$28.01

$37.50

Equity Cost of Capital Based on Total Expected Market Return

PV @ 13.0% of Value per CMLP Common Unit

$24.90

$31.98

PV @ 13.5% of Value per CMLP Common Unit

24.49

31.43

PV @ 14.0% of Value per CMLP Common Unit

24.09

30.90

PV @ 14.5% of Value per CMLP Common Unit

23.71

30.38

PV @ 15.0% of Value per CMLP Common Unit

23.33

29.87

Implied CMLP Common Unit Value Range

$23.71

$31.43

Implied Unit Price

$23.71

$37.50

Confidential

DRAFT

Indicative Valuation of CMLP

(1) CMLP 52-week yield range of 6.89% to 9.74%, with an average yield of 8.33%

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

for the six months ending December 31, 2013E and for the years ending December 31, 2014E, 2015E, 2016E and 2017E and a

terminal value based on an CMLP yield range of 7.0% to 10.0% discounted at a cost of equity for CMLP ranging between 8.5% and

9.5% based on CAPM and 13.5% to 14.5% based on the total expected market return (as detailed in the Appendix)

Discounted Cash Flow Analysis –

CMLP Common Units

For the Six

Months Ending

December 31,

For the Years Ending December 31,

Terminal Value

2013E

2014E

2015E

2016E

2017E

Low

High

CMLP Standalone Distribution per LP Unit

$1.02

$2.04

$2.08

Terminal Yield

(1)

10.00%

7.00%

Terminal Value

$20.78

$29.68

Equity Cost of Capital Based on CAPM

PV @ 8.0% of Value per CMLP Common Unit

$22.48

$28.78

PV @ 8.5% of Value per CMLP Common Unit

22.10

28.27

PV @ 9.0% of Value per CMLP Common Unit

21.73

27.78

PV @ 9.5% of Value per CMLP Common Unit

21.37

27.29

PV @ 10.0% of Value per CMLP Common Unit

21.02

26.82

Implied CMLP Common Unit Value Range

$21.37

$28.27

Equity Cost of Capital Based on Total Expected Market Return

PV @ 13.0% of Value per CMLP Common Unit

$19.07

$24.21

PV @ 13.5% of Value per CMLP Common Unit

18.77

23.81

PV @ 14.0% of Value per CMLP Common Unit

18.48

23.42

PV @ 14.5% of Value per CMLP Common Unit

18.19

23.03

PV @ 15.0% of Value per CMLP Common Unit

17.91

22.66

Implied CMLP Common Unit Value Range

$18.19

$23.81

Implied Unit Price

$18.19

$28.27

Confidential

DRAFT

Source: Public filings and Wall Street research

Indicative Valuation of CMLP

Precedent M&A Transactions

($ in millions)

04/13

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

$1,000.0

17.5x

02/13

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

1,429.0

16.1

02/13

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

490.0

7.6

02/13

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

133.5

9.7

02/13

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

856.0

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

Confidential

DRAFT

Source: Public filings and Wall Street research

Indicative Valuation of CMLP

Precedent M&A Transactions –

CMLP Management Financial Projections

($ in millions, except per unit amounts)

2013E EBITDA

$173.3

Relevant EBITDA Multiple

9.0x

12.5x

Implied Enterprise Value Range on December 31, 2013

$1,559.5

$2,166.0

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

$1,500.5

$2,084.0

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

(44.0)

Implied Enterprise Value

$1,456.5

$2,040.0

2014E EBITDA

$214.8

Relevant EBITDA Multiple

9.0x

12.5x

Implied Enterprise Value Range on December 31, 2014

$1,933.3

$2,685.1

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

$1,722.3

$2,392.1

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

(144.1)

Implied Enterprise Value

$1,578.2

$2,247.9

Relevant Range -

Enterprise Value

$1,456.5

$2,247.9

Less: Debt as of July 1, 2013

(787.4)

Plus: Cash as of July 1, 2013

0.0

Implied Equity Value

$669.1

$1,460.6

Total Units Outstanding as of July 1, 2013

61.4

Implied Unit Price

$10.90

$23.79

Confidential

DRAFT

Source: Public filings and Wall Street research

Indicative Valuation of CMLP

Precedent M&A Transactions –

CMLP Downside Financial Projections

($ in millions, except per unit amounts)

2013E EBITDA

$173.3

Relevant EBITDA Multiple

9.0x

12.5x

Implied Enterprise Value Range on December 31, 2013

$1,559.5

$2,166.0

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

$1,500.5

$2,084.0

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

(27.2)

Implied Enterprise Value

$1,473.3

$2,056.8

2014E EBITDA

$186.1

Relevant EBITDA Multiple

9.0x

12.5x

Implied Enterprise Value Range on December 31, 2014

$1,675.1

$2,326.6

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

$1,492.3

$2,072.7

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

(95.2)

Implied Enterprise Value

$1,397.1

$1,977.4

Relevant Range -

Enterprise Value

$1,397.1

$2,056.8

Less: Debt as of July 1, 2013

(787.4)

Plus: Cash as of July 1, 2013

0.0

Implied Equity Value

$609.7

$1,269.5

Total Units Outstanding as of July 1, 2013

61.4

Implied Unit Price

$9.93

$20.68

Confidential

DRAFT

Peer Group Trading Analysis

Indicative Valuation of CMLP

Source: Public filings

Natural Gas Gathering and Processing

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/25/2013)

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Gathering and Processing MLPs

American Midstream Partners, LP

$18.21

$170.4

$380.6

12.1x

11.0x

9.5%

2.4%

11.9%

Atlas Pipeline Partners, L.P.

36.18

2,383.4

3,627.1

10.3

8.2

6.4%

7.0%

7.9%

9.9%

16.3%

Access Midstream Partners, L.P.

41.07

7,941.9

10,488.6

12.9

10.1

4.4%

4.8%

5.5%

10.6%

14.9%

Crosstex Energy, L.P.

18.85

1,802.2

2,838.3

12.1

9.2

7.0%

7.4%

8.1%

5.3%

12.3%

DCP Midstream Partners, LP

47.47

2,936.8

4,591.2

12.5

9.2

5.8%

6.0%

6.5%

8.4%

14.2%

MarkWest Energy Partners, L.P.

62.18

9,270.4

11,773.9

16.9

12.5

5.3%

5.5%

6.1%

9.2%

14.5%

Regency Energy Partners LP

26.51

5,450.8

8,304.4

13.2

10.6

6.9%

7.1%

7.3%

4.3%

11.2%

Southcross Energy Partners, L.P.

21.13

526.8

969.1

18.3

17.0

7.6%

7.7%

6.3%

13.9%

Summit Midstream Partners, LP

27.13

1,351.5

1,542.8

13.3

10.9

6.0%

6.4%

7.0%

8.0%

14.1%

Targa Resources Partners LP

46.68

4,848.5

7,324.3

11.5

9.0

5.8%

6.1%

6.8%

8.5%

14.4%

Western Gas Partners, LP

58.64

6,289.4

8,087.4

18.5

13.5

3.7%

3.9%

4.5%

11.6%

15.3%

Mean

13.8x

11.0x

6.2%

6.5%

7.0%

7.7%

13.9%

Median

12.9

10.6

6.0%

6.4%

7.0%

8.4%

14.2%

Crestwood Midstream Partners LP

$25.15

$1,535.9

$2,267.4

12.7x

9.9x

8.1%

8.2%

8.5%

4.1%

12.2%

($ in millions, except per unit amounts)

Confidential

DRAFT

Peer Group Trading Analysis (cont’d)

Indicative Valuation of CMLP

Source: Public filings

CMLP Management Financial Projections

2013E EBITDA

$173.3

Relevant EBITDA Multiple

10.5x

13.5x

Implied Enterprise Value

$1,819.4

$2,339.3

2014E EBITDA

$214.8

Relevant EBITDA Multiple

9.0x

12.0x

Implied Enterprise Value

$1,933.3

$2,577.7

Relevant Range - Enterprise Value

$1,819.4

$2,577.7

Less: Debt as of July 1, 2013

(787.4)

Plus: Cash as of July 1, 2013

0.0

Implied Equity Value

$1,032.1

$1,790.3

Total Units Outstanding as of July 1, 2013

61.4

Implied Unit Price

$16.81

$29.16

CMLP Downside Financial Projections

2013E EBITDA

$173.3

Relevant EBITDA Multiple

10.5x

13.5x

Implied Enterprise Value

$1,819.4

$2,339.3

2014E EBITDA

$186.1

Relevant EBITDA Multiple

9.0x

12.0x

Implied Enterprise Value

$1,675.1

$2,233.5

Relevant Range - Enterprise Value

$1,675.1

$2,339.3

Less: Debt as of July 1, 2013

(787.4)

Plus: Cash as of July 1, 2013

0.0

Implied Equity Value

$887.8

$1,551.9

Total Units Outstanding as of July 1, 2013

61.4

Implied Unit Price

$14.46

$25.28

($ in millions, except per unit amounts)

Confidential

DRAFT

MLP Merger Premiums

MLP Merger Premiums Paid Analysis

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

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

Transaction

Premium

Date

Equity

Enterprise

52-Week

Announced

Target

Acquiror(s)

Consideration

Value

1-Day

5-Day

30-Day

High

01/29/13

Copano Energy, L.L.C.

Kinder Morgan Energy Partners, L.P.

Unit-for-Unit

$3,834.3

$4,781.1

23.7%

23.6%

38.7%

7.7%

02/23/11

Duncan Energy Partners L.P.

Enterprise Products Partners L.P.

Unit-for-Unit

2,405.0

3,302.8

27.9%

27.7%

27.4%

2.3%

06/09/09

TEPPCO Partners LP

Enterprise Products Partners L.P.

Unit-for-Unit

3,290.7

6,024.5

7.1%

4.3%

8.9%

(13.5%)

06/12/06

Pacific Energy Partners, L.P.

Plains All American Pipeline, L.P.

Unit-for-Unit

1,395.4

2,007.9

10.6%

10.2%

14.4%

(0.5%)

11/01/04

Kaneb Pipeline Partners, L.P.

Valero L.P.

Unit-for-Unit

1,741.5

2,371.4

21.2%

17.6%

18.6%

4.2%

12/15/03

GulfTerra Energy Partners, L.P.

Enterprise Products Partners L.P.

Unit-for-Unit

2,408.4

4,240.3

2.2%

3.7%

2.1%

(2.0%)

10/18/97

Santa Fe Pacific Pipeline Partners LP

Kinder Morgan Energy Partners, L.P.

Unit-for-Unit

1,038.0

1,339.9

31.8%

33.2%

40.3%

5.3%

Median

21.2%

17.6%

18.6%

2.3%

Mean

17.8%

17.2%

21.5%

0.5%

Max

31.8%

33.2%

40.3%

7.7%

Min

2.2%

3.7%

2.1%

(13.5%)

1-Day

5-Day

30-Day

52-Week High

Current Trading Price

$25.15

$24.97

$25.14

$29.03

Estimated Merger Premium

2.2%

31.8%

3.7%

33.2%

2.1%

40.3%

(13.5%)

7.7%

Implied Transaction Price Range

$25.70

$33.15

$25.88

$33.27

$25.68

$35.28

$25.12

$31.27

Mean Merger Premium

17.8%

17.2%

21.5%

0.5%

Mean Implied Transaction Price

$29.62

$29.26

$30.55

$29.17

Indicative Valuation of CMLP

($ in millions, except per unit amounts)

Confidential

DRAFT

Wall Street Research Price Targets

Summary Price Targets

Analyst Recommendations

Source: Bloomberg, IBES

Distribution Per Unit Estimates

EBITDA Estimates

Indicative Valuation of CMLP

Hold (2) 33.3%

Buy (4) 66.7%

Target

Firm

Analyst

Date

Recommendation

Price

Ladenburg Thalmann

Eduardo Seda

02/27/13

Buy

$32.50

Hilliard Lyons

Joel K. Havard

02/27/13

Long-term Buy

32.00

Simmons

Mark L. Reichman

03/21/13

Overweight

30.00

Barclays

Richard Gross

02/28/13

Equalweight

27.00

RBC

T.J. Schultz

02/27/13

Sector Perform

26.00

Wells Fargo

Michael J. Blum

02/28/13

Outperform

Median:

$30.00

Mean:

29.50

Low:

26.00

High:

32.50

$2.09

$2.17

$2.26

$2.12

$2.24

$2.36

$2.04

$2.14

$2.07

$2.10

$2.20

$2.07

$2.15

$2.26

$2.07

$2.15

$2.37

$1.80

$1.90

$2.00

$2.10

$2.20

$2.30

$2.40

2013E

2014E

2015E

$178.0

$258.0

$307.0

$179.1

$209.0

$180.7

$229.0

$178.6

$248.8

$316.4

$179.1

$229.5

$296.3

$173.3

$214.8

$270.3

$--

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

2013E

2014E

2015E

Barclays

Ladenburg Thalmann

RBC

Wells Fargo

IBES

CMLP Management Projections

($ in millions, except per unit amounts)

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

Confidential

DRAFT

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

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

DRAFT

Confidential

NRGM Asset Overview –

U.S. Salt

Overview of NRGM

U.S. Salt Operations

Acquired from NRGY on May 14, 2012 for a total purchase price of

$192.5 million, including $182.5 million in cash and 473,707

common units

U.S. Salt Operations

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

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

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

U.S. Salt Gas Storage Development

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

Potential development of up to approximately 10.0 Bcf of natural

gas storage capacity

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

Historical and Projected U.S. Salt Performance

U.S. Salt Management Team

Name

Position

Previous Position

Mitchell Dascher

President

President of Southern

Lime

Barry Wall

VP of Finance

Midwest Controller at

Compass Minerals

Don Krider

VP of Sales

Eastern Regional sales

manager at North

American Salt

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

DRAFT

Confidential

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

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/25/2013)

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Storage

Niska Gas Storage Partners LLC

$14.96

$526.4

$917.9

6.6x

6.5x

9.4%

2.9%

12.3%

PAA Natural Gas Storage, L.P.

22.53

1,634.7

2,216.1

18.4

16.9

6.3%

6.4%

1.7%

8.1%

Mean

12.5x

11.7x

7.9%

2.3%

10.2%

Inergy Midstream, L.P.

(1)

$24.40

$2,096.0

$2,775.8

13.5x

9.8x

6.5%

6.7%

7.3%

8.7%

15.2%

(1)

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

DRAFT

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/25/2013)

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Pipelines/ Storage

Boardwalk Pipeline Partners, LP

$30.36

$7,143.1

$10,678.4

13.6x

12.8x

7.0%

7.1%

2.4%

9.4%

El Paso Pipeline Partners, L.P.

43.07

9,483.7

13,615.7

11.7

11.0

5.7%

5.9%

6.2%

6.1%

11.7%

EQT Midstream Partners, LP

41.25

1,459.7

1,437.8

15.2

11.4

3.4%

3.7%

4.2%

37.2%

40.6%

Niska Gas Storage Partners LLC

14.96

526.4

917.9

6.6

6.5

9.4%

2.9%

12.3%

PAA Natural Gas Storage, L.P.

22.53

1,634.7

2,216.1

18.4

16.9

6.3%

6.4%

1.7%

8.1%

Spectra Energy Partners, LP

38.17

4,153.3

5,246.2

20.4

17.2

5.2%

5.3%

5.6%

5.1%

10.3%

TC PipeLines, LP

48.22

2,631.1

3,319.1

17.5

16.6

6.5%

6.7%

2.3%

8.8%

Mean

14.8x

13.2x

6.2%

6.3%

6.5%

8.2%

14.5%

Median

15.2

12.8

6.3%

6.4%

2.9%

10.3%

Inergy Midstream, L.P.

(1)

$24.40

$2,096.0

$2,775.8

13.5x

9.8x

6.5%

6.7%

7.3%

8.7%

15.2%

Confidential

Wall Street Research Price Targets

Summary Price Targets

Analyst Recommendations

Source: Bloomberg, IBES

(1)

Distribution per unit and EBITDA estimates shown on a fiscal basis

Distribution Per Unit Estimates

(1)

EBITDA Estimates

(1)

Overview of NRGM

Hold (2) 33.3%

Buy (4) 66.7%

Target

Firm

Analyst

Date

Recommendation

Price

Credit Suisse

Brett Reilly

01/09/13

Outperform

$28.00

JPMorgan

Jeremy Tonet

03/21/13

Overweight

26.00

Stifel Nicolaus

Selman Akyol

02/06/13

Buy

26.00

Barclays

Brian J. Zarahn

02/06/13

Overweight

26.00

Morgan Stanley

Stephen J. Maresca

11/5/12

Equal-weight

25.00

Robert W. Baird & Co

Ethan H. Bellamy

02/06/13

Neutral

24.00

Median:

$26.00

Mean:

25.83

Low:

24.00

High:

28.00

$1.60

$1.73

$1.88

$1.66

$1.92

$2.14

$1.62

$1.73

$1.61

$1.76

$1.96

$--

$0.50

$1.00

$1.50

$2.00

$2.50

2013E

2014E

2015E

$182.0

$245.0

$295.0

$250.1

$399.3

$361.3

$177.4

$224.0

$186.4

$263.6

$344.7

$--

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

$400.0

$450.0

2013E

2014E

2015E

Barclays

Morgan Stanley

Stifel Nicolaus

IBES

DRAFT

($ in millions, except per unit amounts)

Confidential

NRGM Equity Ownership Summary

Overview of NRGM

Note: Shading denotes overlapping ownership

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%

Credit Suisse Securities (USA) LLC (Broker)

246,545

0.3%

87,772

0.1%

JPMorgan Chase Bank NA

178,425

0.2%

0.0%

Merrill Lynch, Pierce, Fenner & Smith, Inc.

148,233

0.2%

2,105

0.0%

Glenmede Investment Management LP

53,150

0.1%

0.0%

Oxford Asset Management LLP

46,718

0.1%

0.0%

Stifel, Nicolaus & Co., Inc.

30,582

0.0%

Morgan Stanley Investment Management, Inc.

30,333

0.0%

20,236

0.0%

Wells Fargo Advisors LLC

29,410

0.0%

115,524

0.2%

Morgan Stanley Smith Barney LLC (Securities)

26,235

0.0%

60,203

0.1%

JPMorgan Securities LLC

15,446

0.0%

512,084

0.8%

Cadence Bank, NA (Investment Management)

13,853

0.0%

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%

Bank of America NA (Private Banking)

4,884

0.0%

1,733

0.0%

RBC Dominion Securities, Inc.

3,948

0.0%

Westport Resources Management, Inc.

3,847

0.0%

575

0.0%

Royal Alliance Associates, Inc.

2,970

0.0%

200

0.0%

Deutsche Bank Investment Management, Inc.

2,300

0.0%

23,309

0.0%

Morgan Stanley & Co. LLC

2,078

0.0%

7,958

0.0%

Group One Trading LP

2,012

0.0%

5,308

0.0%

UBS Securities LLC

1,508

0.0%

21,634

0.0%

Creative Planning, Inc.

1,450

0.0%

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%

Citigroup Global Markets Inc. (Broker)

200

0.0%

946

0.0%

Baystate Wealth Management LLC

200

0.0%

Barclays Capital, Inc.

100

0.0%

1,587

0.0%

Invesco Advisers, Inc.

0.0%

Delta Asset Management LLC (Tennessee)

0.0%

Atlantic Trust Private Wealth Management

0.0%

Susquehanna Investment Group LLC

0.0%

Goldman Sachs & Co.

0.0%

9,564

0.0%

NRGM

Institutional

Owners

Represent

16.0%

Ownership

CMLP

DRAFT

Current Unitholders

Units

% of Total

Institutional

Top 10:

Kayne Anderson Capital Advisors LP

8,657,629

10.1%

Neuberger Berman LLC

3,720,166

4.3%

Tortoise Capital Advisors LLC

3,123,176

3.6%

Eagle Global Advisors LLC

1,894,945

2.2%

OppenheimerFunds, Inc.

1,617,827

1.9%

OFI Steelpath, Inc.

1,600,605

1.9%

Advisory Research, Inc.

929,260

1.1%

Magnetar Financial LLC

833,333

1.0%

Mason Street Advisors LLC

629,680

0.7%

Fidelity Management & Research Co.

603,900

0.7%

Other

1,162,907

1.4%

Total Institutional Ownership

24,773,428

28.8%

Insiders

Inergy LP

56,398,707

65.7%

William C. Gautreaux

140,000

0.2%

John J. Sherman

100,000

0.1%

R. Brooks Sherman Jr.

55,000

0.1%

Laura L. Ozenberger

45,000

0.1%

Other

88,924

0.1%

Total Insiders

56,827,631

66.2%

Retail / Other

4,273,656

5.0%

Total Common Units Outstanding

85,874,715

100.0%

Short Interest

(1)

232,938

0.3%

(1)

Source: NASDAQ National Markets as of April 15, 2013

Confidential

Overview of NRGM

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

–

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

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

Phase I”), additional Watkins Glen NGL storage of 2.1 million barrels on

US Salt property and full year performance of the

Marc I pipeline

–

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

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

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

Expansion”)

–

Maintenance capital expenditures of $4.5 million to $8.6 million

annually in 2013E through 2017E

–

Growth capital expenditures of $126.7 million in 2013E and $66.5

million in 2014E, primarily attributable to the Marc I

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

–

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

Lake Gas Storage Expansion and COLT Hub Phase II project

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

–

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

–

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

$26.57

–

No minimum cash balance

NRGM

Management

Financial

Projections

–

Assumptions

DRAFT

Confidential

Overview of NRGM

Source: Public partnership filings

DRAFT

millions)

For the Fiscal Years Ending September 30,

2013E

2014E

2015E

2016E

2017E

Growth Capital Expenditures

Commonwealth Pipeline

(62.5)

(187.5)

Seneca Lake Gas Storage Expansion

(21.3)

(28.8)

COLT Hub Expansion I

(28.5)

COLT Hub Expansion II

(14.8)

(44.3)

Other NRGM Growth

(2.0)

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

Growth Capital Expenditures – NRGM Management Financial Projections

Confidential

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:

DRAFT

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Working Gas Capacity (Bcf)

41.2

41.4

43.9

46.4

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

NRGM Management Financial Projections (cont’d)

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

($ in millions, except per unit amounts)

Confidential

NRGM Management Financial Projections (cont’d)

($ in millions)

The following sets forth the funding assumptions utilized in the

NRGM Management Financial Projections and NRGM’s resulting

capital structure and credit statistics

Overview of NRGM

For the Fiscal Years Ending September 30,

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued for Growth Capital Expenditures

$--

Equity Issued for Rangeland Acquisition

225.0

Equity Issuance in Q4 2016E

150.0

Debt Issued / (Repaid)

361.5

46.5

130.7

37.4

(9.2)

DCF Surplus / (Shortfall)

(9.2)

11.6

8.4

3.6

11.6

Total Sources

$577.4

$58.0

$139.1

$191.0

$2.4

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

$361.5

$46.5

$130.7

$37.4

($9.2)

Total Equity Issued

225.0

Uses:

Growth Capital Expenditures

$126.7

$66.5

$137.5

$189.5

$2.0

Rangeland Acquisition

425.0

Rangeland Transaction Fees and Expenses

6.0

Excess Cash

Other

19.7

(8.5)

1.6

1.5

0.4

Total Uses

$577.4

$58.0

$139.1

$191.0

$2.4

Credit Statistics

Debt / Adjusted EBITDA

4.5x

3.7x

3.9x

3.8x

3.4x

Net Debt / Adjusted EBITDA

4.5

3.7

3.9

3.8

3.4

Capital Structure

Cash

$--

Total Debt

778.0

824.5

955.2

992.5

983.3

Net Debt

$778.0

$824.5

$955.2

$992.5

$983.3

DRAFT

Confidential

NRGM Research Financial Projections

Overview of NRGM

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

Financial Projections utilized by Evercore in its analysis herein

Source: NRGM management; Wall Street Research

NRGM Management Financial Projections

NRGM Research Financial Projections

Difference versus NRGM

For the Fiscal Years Ending September 30,

CAGR

Management Financial Projections

2013E

2014E

2015E

2013E -

2015E

2013E

2014E

2015E

Adjusted EBITDA

$195.9

$299.6

$388.2

40.8%

($24.4)

($76.0)

($145.5)

Less: Maintenance Capital Expenditures

(10.0)

(20.2)

5.5

3.0

12.4

Less: Interest Expense

(33.4)

(40.6)

(47.2)

(1.3)

(2.1)

(4.9)

Other

4.6

(0.3)

2.7

Distributable Cash Flow

$157.1

$248.6

$323.5

43.5%

($20.2)

($75.1)

($138.1)

DCF / LP Unit

$1.63

$2.10

$2.45

22.5%

($0.11)

($0.35)

($0.63)

Distribution / LP Unit

1.66

1.92

2.14

13.5%

(0.07)

(0.24)

(0.37)

LP Coverage

0.98x

1.09x

1.15x

Total Coverage

0.97

1.15

1.22

Distributable Cash Flow Surplus / (Shortfall)

($4.6)

$33.0

$59.2

DRAFT

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E -

2015E

Adjusted EBITDA

$171.6

$223.5

$242.7

$260.9

$287.5

18.9%

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Interest Expense

(34.8)

(42.7)

(52.1)

(56.5)

(57.2)

Other

4.6

(0.3)

2.7

1.3

(1.3)

Distributable Cash Flow

$136.9

$173.5

$185.4

$197.5

$220.4

16.4%

DCF / LP Unit

$1.52

$1.75

$1.82

$1.87

$1.94

9.3%

Distribution / LP Unit

1.59

1.68

1.77

1.85

1.88

5.5%

LP Coverage

0.96x

1.04x

1.03x

1.01x

1.03x

Total Coverage

0.94

1.07

1.05

1.02

1.06

Distributable Cash Flow Surplus / (Shortfall)

($9.2)

$11.6

$8.4

$3.6

$11.6

($ in millions, except per unit amounts)

Confidential

Overview of NRGM

The NRGM Downside Financial Projections as provided by CMLP management and utilized herein by Evercore are based off the

NRGM Management Financial Projections and adjusted by the following assumptions:

–

Firm storage is re-contracted at an average rate of $0.085 per [maximum storage quantity per month] with a $0.01 increase

each year beginning in fiscal 2015E

–

Hub Services EBITDA remains flat at $11.0 million following 2013E

–

A reduction of 100 MMcfd of Marc I unsubscribed firm transportation volume at $0.192/Dekatherm beginning the third

quarter of fiscal 2013E through the end of fiscal 2014E

Assumes 50.0% of 100 Mcfd capacity is utilized beginning in 2015E and thereafter

–

All COLT contracts roll to mid-2016E at current take-or-pay rates

COLT contracts roll to volumetric recovery upon expiration at 60.0% utilization thereafter

–

Elimination of the Seneca Lake Gas Storage Expansion project in 2015E and associated growth capital expenditures

–

Delay of Watkins-Glen NGL storage by one quarter from Q4 2013 to Q1 2014

–

Elimination of COLT Hub Phase II project in 2015E and associated

growth capital expenditures, while COLT Hub Phase I is

assumed to secure long-term take-or-pay contracts at current projected rates

–

Elimination of the Commonwealth Pipeline expansion project in 2016E and associated growth capital expenditures

–

Assumes the same total distribution coverage that was assumed in

the NRGM Management Financial Projections

NRGM Downside Financial Projections –

Assumptions

DRAFT

Confidential

NRGM Downside Financial Projections

Overview of NRGM

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

Downside Financial Projections utilized herein:

Note:

Bold

text

represents

those

line

items

that

differ

from

the

NRGM

Management

Financial

Projections

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E -

2017E

Growth Capital Expenditures

Commonwealth Pipeline

Seneca Lake Gas Storage Expansion

Watkins Glen NGL Expansion

(10.7)

COLT Hub

COLT Hub Expansion I

(28.5)

COLT Hub Expansion II

Other NRGM Growth

(2.0)

Total

($116.0)

($41.2)

($2.0)

Revenue

Firm Storage

$101.4

$104.7

$101.3

$99.4

(0.5%)

Transportation

44.9

53.2

56.7

58.2

62.6

8.6%

Hub Services

11.0

0.0%

Salt

48.1

50.3

51.4

1.7%

Crude and Other

41.5

78.7

84.9

81.9

72.0

14.8%

Total Revenue

$247.0

$297.9

$305.4

$302.0

$296.5

4.7%

Cost of Sales/Service

Storage

($7.4)

($4.7)

($4.9)

($5.1)

(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

$142.3

$153.7

$153.6

$151.6

$151.8

1.6%

Salt

19.1

20.8

21.5

2.9%

Crude and Other

35.9

70.3

75.8

72.5

62.4

14.8%

Total Gross Profit

$197.3

$244.9

$250.9

$245.6

$235.8

4.5%

Less: Total Operating Expenses

(31.1)

(33.8)

(34.9)

(36.3)

(37.8)

Plus: Minority Interest and Other Expense

0.0

Adjusted EBITDA

$166.3

$211.1

$216.0

$209.3

$198.0

4.5%

DRAFT

($ in millions)

Confidential

NRGM Downside Financial Projections (cont’d)

Overview of NRGM

The following sets forth the NRGM Downside Financial Projections

utilized by Evercore in its analysis herein:

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

Adjusted EBITDA

$166.3

$211.1

$216.0

$209.3

$198.0

(2.1%)

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Interest Expense

(34.7)

(42.3)

(46.6)

(44.4)

(42.7)

Other

4.6

(0.3)

2.7

1.3

(1.3)

Distributable Cash Flow

$131.7

$161.5

$164.2

$157.9

$145.3

(3.5%)

Distributed Cash Flow

Common Units - Public

$46.5

$47.7

$48.8

$51.1

$58.1

Common Units - NRGY

88.8

91.2

93.2

General Partner

8.2

11.8

14.8

15.1

15.8

Distributed Cash Flow

$143.5

$150.7

$156.8

$159.3

$167.1

3.5%

% to GP

5.7%

7.8%

9.4%

GP IDRs

$8.2

$11.8

$14.8

$15.1

$15.8

10.3%

Weighted Average LP Units Outstanding

85.9

87.3

91.5

DCF / LP Unit

$1.49

$1.68

$1.70

$1.64

$1.53

(3.0%)

Distribution / LP Unit

1.58

1.62

1.65

0.7%

LP Coverage

0.95x

1.04x

1.03x

1.00x

0.93x

Total Coverage

0.92

1.07

1.05

0.99

0.87

Distributable Cash Flow Surplus / (Shortfall)

($11.8)

$10.8

$7.5

($1.4)

($21.8)

DRAFT

($ in millions, except per unit amounts)

Confidential

NRGM Downside Financial Projections (cont’d)

The following sets forth the funding assumptions utilized in the

NRGM Downside Financial Projections and NRGM’s resulting

capital structure and credit statistics

Overview of NRGM

For the Fiscal Years Ending September 30,

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued for Growth Capital Expenditures

$--

Equity Issued for Rangeland Acquisition

225.0

Equity Issuance in Q4 2016E

150.0

Debt Issued / (Repaid)

353.5

21.9

(3.9)

(88.0)

24.2

DCF Surplus / (Shortfall)

(11.8)

10.8

7.5

(1.4)

(21.8)

Total Sources

$566.7

$32.7

$3.6

$60.6

$2.4

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

$353.5

$21.9

($3.9)

($88.0)

$24.2

Total Equity Issued

225.0

Uses:

Growth Capital Expenditures

$116.0

$41.2

$2.0

Rangeland Acquisition

425.0

Rangeland Transaction Fees and Expenses

6.0

Excess Cash

57.1

Other

19.7

(8.5)

1.6

1.5

0.4

Total Uses

$566.7

$32.7

$3.6

$60.6

$2.4

Credit Statistics

Debt / Adjusted EBITDA

4.6x

3.8x

3.6x

3.3x

3.7x

Net Debt / Adjusted EBITDA

4.6

3.8

3.6

3.1

3.4

Capital Structure

Cash

$--

$57.1

Total Debt

770.0

791.9

788.0

700.0

724.2

Net Debt

$770.0

$791.9

$788.0

$642.9

$667.1

DRAFT

($ in millions)

Confidential

NRGM Downside Financial Projections

Overview of NRGM

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

Financial Projections utilized by Evercore in its analysis herein

Source: NRGM management; Wall Street Research

NRGM Management Financial Projections

NRGM Downside Financial Projections

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2015E

Adjusted EBITDA

$171.6

$223.5

$242.7

$260.9

$287.5

18.9%

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Interest Expense

(34.8)

(42.7)

(52.1)

(56.5)

(57.2)

Other

4.6

(0.3)

2.7

1.3

(1.3)

Distributable Cash Flow

$136.9

$173.5

$185.4

$197.5

$220.4

16.4%

DCF / LP Unit

$1.52

$1.75

$1.82

$1.87

$1.94

9.3%

Distribution / LP Unit

1.59

1.68

1.77

1.85

1.88

5.5%

LP Coverage

0.96x

1.04x

1.03x

1.01x

1.03x

Total Coverage

0.94

1.07

1.05

1.02

1.06

Distributable Cash Flow Surplus / (Shortfall)

($9.2)

$11.6

$8.4

$3.6

$11.6

For the Fiscal Years Ending September 30,

CAGR

Difference versus NRGM Management Financial Projections

2013E

2014E

2015E

2016E

2017E

2013E - 2015E

2013E

2014E

2015E

2016E

2017E

Adjusted EBITDA

$166.3

$211.1

$216.0

$209.3

$198.0

14.0%

$5.3

$12.4

$26.7

$51.6

$89.6

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Interest Expense

(34.7)

(42.3)

(46.6)

(44.4)

(42.7)

(0.1)

(0.4)

(5.5)

(12.1)

(14.5)

Other

4.6

(0.3)

2.7

1.3

(1.3)

Distributable Cash Flow

$131.7

$161.5

$164.2

$157.9

$145.3

11.7%

$5.2

$12.0

$21.2

$39.6

$75.1

DCF / LP Unit

$1.49

$1.68

$1.70

$1.64

$1.53

6.6%

$0.03

$0.07

$0.12

$0.23

$0.41

Distribution / LP Unit

1.58

1.62

1.65

2.4%

0.01

0.07

0.12

0.20

0.23

LP Coverage

0.95x

1.04x

1.03x

1.00x

0.93x

Total Coverage

0.92

1.07

1.05

0.99

0.87

Distributable Cash Flow Surplus / (Shortfall)

($11.8)

$10.8

$7.5

($1.4)

($21.8)

DRAFT

($ in millions, except per unit amounts)

Confidential

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

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

Utilizing the NRGM Management Financial Projections and the NRGM

Downside Financial Projections as previously reviewed herein, Evercore:

–

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

discount rates and applied various perpetuity growth rates to derive

after-tax valuation ranges for NRGM

–

Calculated terminal values based on a range of multiples of

EBITDA derived from precedent transactions as well as assumed

perpetuity growth rates

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

in tax basis

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

0.5% to 1.5%

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

maintenance capital expenditures

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

Pricing Model (“CAPM”) and distribution yields and expected growth in

distributions for entities with comparable assets

Tax rate of 35.0% based on unitholders’

tax rates

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

effective date

Discounted Cash Flow

Analysis:

Projected Distribution per

Unit

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

money

Utilizing projected distributions per unit from the NRGM Management

Financial Projections and the NRGM Downside Financial Projections as

previously reviewed herein; Evercore:

–

Utilized varying total expected market return discount rates and

calculated a terminal value based on a various terminal exit yields

Terminal exit yield range of 6.0% to 8.0%

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

Model utilizing betas from selected publicly-traded peers

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

return of selected publicly-traded peers

Precedent M&A

Transaction Analysis

Valuation for the NRGM common units based on multiples of transaction

value to EBITDA in historical transactions involving other natural gas storage

and pipeline assets

Based on transaction value / EBITDA

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

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

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

assumed July 1, 2013 effective date

Growth capital expenditures discounted at a 7.0% discount rate

Peer Group Trading

Analysis

Valuation for the NRGM common units based on current market enterprise

value multiples of relevant EBITDA for selected comparable publicly-traded

entities

Enterprise value / EBITDA multiples applied to 2013E EBITDA and

2014E EBITDA

Wall Street Research Price

Targets

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

analyst price targets of firms covering NRGM

Research

price

targets

from:

Barclays,

Credit

Suisse,

Morgan,

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

DRAFT

Confidential

Discounted Cash Flow Analysis

Precedent M&A Transactions

Peer Group Trading

Wall Street Research

Financial Projections

Distribution per Unit

Analysis

Price Target

6.5% - 7.5% WACC

6.0% - 8.0% Terminal Exit Yield

2013E EBITDA: $171.6 MM

Barclays

2017E EBITDA Exit Multiple of

7.5% - 9.5% CAPM

11.5x - 13.5x EBITDA Multiple

14.0x - 17.0x EBITDA Multiple

Credit Suisse

11.5x - 13.5x

Equity Discount Rate

2014E EBITDA: $223.5 MM

JP Morgan

Perpetuity Growth Rates of

9.0% - 11.0% Expected Market Return

11.5x - 13.5x EBITDA Multiple

10.0x - 13.0x EBITDA Multiple

Morgan Stanley

0.50% - 1.50%

Equity Discount Rate

Growth Capital Expenditures

Robert W. Baird & Co.

Discounted @ 7.0%

Stifel Nicolaus

$18.03

$21.17

$13.53

$17.31

$24.00

$30.42

$29.54

$22.49

$25.24

$28.00

$5.00

$10.00

$15.00

$20.00

$25.00

$30.00

$35.00

$40.00

$13.00

$18.87

$12.89

$15.87

$21.81

$26.25

$21.03

$24.19

Current

Price: $24.40

Summary*Preliminary*Valuation *–*NRGM*Common*Unit

Indicative Value of NRGM

Preliminary

Value

NRGM

Common

Unit

Assuming

the

NRGM

wnside

Financial

Projections

Preliminary

Value

NRGM

Common

Unit

Assuming

the

NRGM

nagement

Financial

Projections

DRAFT

Confidential

Discounted*Cash*Flow*Analysis*–*NRGM*Management*Financial*Projections

($ in millions, except per unit amounts)

EBITDA Exit Multiple Sensitivities

Perpetuity Growth Rate Sensitivities

(1)

Assumes tax depreciation equal to maintenance capital expenditures in perpetuity

Summary Results

102

Indicative Value of NRGM

WACC

EBITDA Multiple

$27.18

10.5x

11.5x

12.5x

13.5x

14.5x

6.0%

$23.33

$25.94

$28.56

$31.17

$33.78

6.5%

22.74

25.30

27.86

30.42

32.98

7.0%

22.16

24.67

27.18

29.69

32.20

7.5%

21.59

24.05

26.51

28.98

31.44

8.0%

21.04

23.45

25.87

28.28

30.69

WACC

Perpetuity Growth Rate

$22.44

0.00%

0.50%

1.00%

1.50%

2.00%

6.0%

$23.35

$26.00

$29.18

$33.06

$37.91

6.5%

20.69

22.89

25.50

28.63

32.45

7.0%

18.41

20.27

22.44

25.01

28.09

7.5%

16.44

18.03

19.86

22.00

24.53

8.0%

14.72

16.09

17.66

19.46

21.57

For the Three

Months Ending

Terminal Value

September 30,

For the Fiscal Years Ending September 30,

EBITDA

Perpetuity

2013E

2014E

2015E

2016E

2017E

Exit Multiple

Growth Rate

(1)

EBITDA

$50.6

$223.5

$242.7

$260.9

$287.5

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

DRAFT

Confidential

Discounted*Cash*Flow*Analysis*–*NRGM*Downside*Financial*Projections

($ in millions, except per unit amounts)

EBITDA Exit Multiple Sensitivities

Perpetuity Growth Rate Sensitivities

(1)

Assumes tax depreciation equal to maintenance capital expenditures in perpetuity

Summary Results

103

Indicative Value of NRGM

WACC

EBITDA Multiple

$19.55

10.5x

11.5x

12.5x

13.5x

14.5x

6.0%

$16.96

$18.76

$20.56

$22.36

$24.16

6.5%

16.52

18.28

20.05

21.81

23.57

7.0%

16.09

17.82

19.55

21.27

23.00

7.5%

15.67

17.36

19.06

20.75

22.45

8.0%

15.26

16.92

18.58

20.24

21.90

WACC

Perpetuity Growth Rate

$16.03

0.00%

0.50%

1.00%

1.50%

2.00%

6.0%

$16.72

$18.51

$20.67

$23.30

$26.60

6.5%

14.87

16.37

18.14

20.26

22.86

7.0%

13.29

14.56

16.03

17.77

19.86

7.5%

11.92

13.00

14.25

15.70

17.41

8.0%

10.72

11.65

12.72

13.94

15.37

For the Three

Months Ending

Terminal Value

September 30,

For the Fiscal Years Ending September 30,

EBITDA

Perpetuity

2013E

2014E

2015E

2016E

2017E

Exit Multiple

Growth Rate

(1)

EBITDA

$47.1

$211.1

$216.0

$209.3

$198.0

Less: Depreciation and Amortization

(38.4)

(150.6)

(138.0)

(126.2)

(98.8)

(8.6)

EBIT

$8.6

$60.5

$78.0

$83.1

$99.2

$189.4

Less: Taxes

(3.0)

(21.2)

(27.3)

(29.1)

(34.7)

(66.3)

Plus: NOL

EBIAT

$5.6

$39.3

$50.7

$54.0

$64.5

$123.1

Less: Maintenance Capital Expenditures

(1.0)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Growth Capital Expenditures

(25.0)

(41.2)

(2.0)

Plus: Depreciation and Amortization

38.4

150.6

138.0

126.2

98.8

8.6

Unlevered Free Cash Flow

$18.1

$141.7

$178.9

$170.0

$152.6

$123.1

Exit multiple / Perpetuity Growth Rate

12.5x

1.0%

Terminal Value

$2,474.4

$2,071.8

PV of Unlevered Free Cash Flow @ 7.0%

$571.1

Plus: PV of Terminal Value @ 7.0%

$1,856.1

$1,554.1

Plus: PV of 0.5x 2017E NOL

$--

Implied Enterprise Value

$2,427.2

$2,125.2

Less: Net Debt

($748.1)

Implied Equity Value

$1,679.1

$1,377.1

Total Units Outstanding

85.9

Implied Unit Price

$19.55

$16.03

DRAFT

Confidential

Indicative Value of NRGM

104

(1)

NRGM 52-week yield range of 6.16% to 7.76%, with an average yield of 6.73%

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

Projections for the three months ending September 30, 2013E and for the years ending September 30, 2014E, 2015E, 2016E and

2017E and a terminal value based on an NRGM yield range of 6.0% to 8.0% discounted at a cost of equity for NRGM ranging

between 7.5% and 9.5% based on CAPM and 9.0% to 11.0% based on the total expected market return (as detailed in the Appendix)

Discounted*Cash*Flow*Analysis*–*NRGM*Common*Units

($ in millions, except per unit amounts)

DRAFT

For the Three

Months Ending

September 30,

For the Fiscal Years Ending September 30,

Terminal Value

2013E

2014E

2015E

2016E

2017E

Low

High

NRGM Standalone Distribution per Unit

$0.40

$1.68

$1.77

$1.85

$1.88

Terminal Yield

(1)

8.0%

6.0%

Terminal Value

$23.50

$31.33

Equity Cost of Capital Based on CAPM

PV @ 6.5% of Value per NRGM Common Unit

$24.61

$30.60

PV @ 7.5% of Value per NRGM Common Unit

23.78

29.54

PV @ 8.5% of Value per NRGM Common Unit

22.99

28.53

PV @ 9.5% of Value per NRGM Common Unit

22.24

27.56

PV @ 10.5% of Value per NRGM Common Unit

21.51

26.64

Implied NRGM Common Unit Value Range

Equity Cost of Capital Based on Total Expected Market Return

PV @ 8.0% of Value per NRGM Common Unit

$23.38

$29.03

PV @ 9.0% of Value per NRGM Common Unit

22.61

28.04

PV @ 10.0% of Value per NRGM Common Unit

21.87

27.10

PV @ 11.0% of Value per NRGM Common Unit

21.17

26.19

PV @ 12.0% of Value per NRGM Common Unit

20.49

25.33

Implied NRGM Common Unit Value Range

$21.17

$29.54

Confidential

Indicative Value of NRGM

105

(1)

NRGM 52-week yield range of 6.16% to 7.76%, with an average yield of 6.73%

DRAFT

Discounted Cash Flow Analysis – NRGM Common Units ($ in millions, except per unit amounts)

The analysis below sets forth NRGM’s projected annual distribution per unit based on the NRGM Downside Financial Projections for the three

months ending September 30, 2013E and for the years ending September 30, 2014E, 2015E, 2016E and 2017E and a terminal value based on an

NRGM yield range of 6.0% to 8.0% discounted at a cost of equity for NRGM ranging between 7.5% and 9.5% based on CAPM and 9.0% to 11.0%

based on the total expected market return (as detailed in the Appendix)

For the Three

Months Ending

September 30,

For the Fiscal Years Ending September 30,

Terminal Value

2013E

2014E

2015E

2016E

2017E

Low

High

NRGM Standalone Distribution per Unit

$0.40

$1.62

$1.65

8.0%

6.0%

Terminal Value

$20.65

$27.54

Equity Cost of Capital Based on CAPM

PV @ 6.5% of Value per NRGM Common Unit

$21.91

$27.18

PV @ 7.5% of Value per NRGM Common Unit

21.18

26.25

PV @ 8.5% of Value per NRGM Common Unit

20.48

25.35

PV @ 9.5% of Value per NRGM Common Unit

19.82

24.50

PV @ 10.5% of Value per NRGM Common Unit

19.18

23.69

Implied NRGM Common Unit Value Range

Equity Cost of Capital Based on Total Expected Market Return

PV @ 8.0% of Value per NRGM Common Unit

$20.83

$25.79

PV @ 9.0% of Value per NRGM Common Unit

20.15

24.92

PV @ 10.0% of Value per NRGM Common Unit

19.50

24.09

PV @ 11.0% of Value per NRGM Common Unit

18.87

23.29

PV @ 12.0% of Value per NRGM Common Unit

18.28

22.53

Implied NRGM Common Unit Value Range

$18.87

$26.25

Terminal

Yield

(1)

Confidential

106

Source: Public filings and Wall Street research

Indicative Value of NRGM

Precedent*M&A*Transactions

($ in millions)

Facility Type

Date

Salt

Depleted

Transaction

EBITDA

Bcf of

$MM/Bcf

Announced

Acquiror/Seller

Cavern

Reservior

Value ($MM)

Multiple

Storage

of Storage

08/12

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

$625.0

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

DRAFT

Confidential

Peer Group Trading Analysis

($ in millions, except per unit amounts)

109

Indicative Value of NRGM

Source: Public filings

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

Publicly Traded Natural Gas Pipeline and Storage MLPs

Publicly Traded Natural Gas Storage MLPs

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/25/2013)

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Pipelines/Storage

Boardwalk Pipeline Partners, LP

$30.36

$7,143.1

$10,678.4

13.6x

12.8x

7.0%

7.1%

2.4%

9.4%

El Paso Pipeline Partners, L.P.

43.07

9,483.7

13,615.7

11.7

11.0

5.7%

5.9%

6.2%

6.1%

11.7%

EQT Midstream Partners, LP

41.25

1,459.7

1,437.8

15.2

11.4

3.4%

3.7%

4.2%

37.2%

40.6%

Niska Gas Storage Partners LLC

14.96

526.4

917.9

6.6

6.5

9.4%

2.9%

12.3%

PAA Natural Gas Storage, L.P.

22.53

1,634.7

2,216.1

18.4

16.9

6.3%

6.4%

1.7%

8.1%

Spectra Energy Partners, LP

38.17

4,153.3

5,246.2

20.4

17.2

5.2%

5.3%

5.6%

5.1%

10.3%

TC PipeLines, LP

48.22

2,631.1

3,319.1

17.5

16.6

6.5%

6.7%

2.3%

8.8%

Mean

14.8x

13.2x

6.2%

6.3%

6.5%

8.2%

14.5%

Median

15.2

12.8

6.3%

6.4%

2.9%

10.3%

Inergy Midstream, L.P.

(1)

$24.40

$2,096.0

$2,775.8

13.5x

9.8x

6.5%

6.7%

7.3%

8.7%

15.2%

Enterprise Value /

Price

Equity

Enterprise

EBITDA

Distribution Yield

Distribution

Total

Partnership

(04/25/2013)

Value

2013E

2014E

Current

2013E

2014E

Growth

Return

Natural Gas Storage

Niska Gas Storage Partners LLC

$14.96

$526.4

$917.9

6.6x

6.5x

9.4%

2.9%

12.3%

PAA Natural Gas Storage, L.P.

22.53

1,634.7

2,216.1

18.4

16.9

6.3%

6.4%

1.7%

8.1%

Mean

12.5x

11.7x

7.9%

2.3%

10.2%

Inergy Midstream, L.P.

(1)

$24.40

$2,096.0

$2,775.8

13.5x

9.8x

6.5%

6.7%

7.3%

8.7%

15.2%

DRAFT

Confidential

Wall Street Research Price Targets

Summary Price Targets

112

Analyst Recommendations

Source: Bloomberg, IBES

(1)

Distribution per unit and EBITDA estimates shown on a fiscal basis

Distribution

Per

Unit

Estimates

(1)

EBITDA Estimates

(1)

Indicative Value of NRGM

Hold (2) 33.3%

Buy (4) 66.7%

Target

Firm

Analyst

Date

Recommendation

Price

Credit Suisse

Brett Reilly

01/09/13

Outperform

$28.00

JPMorgan

Jeremy Tonet

03/21/13

Overweight

26.00

Stifel Nicolaus

Selman Akyol

02/06/13

Buy

26.00

Barclays

Brian J. Zarahn

02/06/13

Overweight

26.00

Morgan Stanley

Stephen J. Maresca

11/5/12

Equal-weight

25.00

Robert W. Baird & Co

Ethan H. Bellamy

02/06/13

Neutral

24.00

Median:

$26.00

Mean:

25.83

Low:

24.00

High:

28.00

$1.60

$1.73

$1.88

$1.66

$1.92

$2.14

$1.62

$1.73

$1.61

$1.76

$1.96

$1.59

$1.68

$1.77

$--

$0.50

$1.00

$1.50

$2.00

$2.50

2013E

2014E

2015E

$182.0

$245.0

$295.0

$250.1

$399.3

$361.3

$177.4

$224.0

$186.4

$263.6

$344.7

$171.6

$223.5

$242.7

$--

$50.0

$100.0

$150.0

$200.0

$250.0

$300.0

$350.0

$400.0

$450.0

2013E

2014E

2015E

Barclays

Morgan Stanley

Stifel Nicolaus

IBES

NRGM Management Financial Projections

DRAFT

($ in millions, except per unit amounts)

Confidential

Assumptions*–*Management *Financial*Projections

115

Summary Pro Forma Impact

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

CMLP Management Financial Projections and the NRGM Management Financial Projections previously reviewed herein

–

NRGM acquires CMLP assuming a 5.0% premium to CMLP’s 20-Day VWAP of $24.42 as of April 25, 2013, or $25.64 per

unit, plus $0.41 in cash for a total value of $26.06 per CMLP unit, representing a total enterprise value of $2.4 billion or 11.0x

2014E EBITDA

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

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

Implies a 1.089x NRGM/CMLP exchange ratio, assuming NRGM’s 20-Day VWAP of $23.55

–

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

of control provisions

–

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

$15.0 million are funded with borrowings from NRGM’s existing revolver

–

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

Transaction

–

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

at an all-in discount of 8.0% to the then-current projected unit price assuming NRGM’s current yield of 6.48%

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

–

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

–

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

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

–

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

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

the annual synergies previously reviewed herein) ranging from ($15.0) to $15.0 million and (ii) an offer price premium to

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

–

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

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

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

DRAFT

Confidential

Transaction*Economics*– *Management*Financial*Projections

($ in millions, except per unit amounts)

116

Summary Pro Forma Impact

Sources and Uses

Transaction Economics

Net NRGM Equity Issued

$1,545.8

Cash Consideration

25.0

Equity Value

$1,570.8

CMLP Net Debt Assumed as of July 1, 2013

787.4

Transaction Enterprise Value

$2,358.2

Assumed Annual Synergies:

2013E Annual Synergies

$10.0

2014E Annual Synergies

15.0

2015E Annual Synergies

20.0

CMLP Enterprise Value as a Multiple of:

Data

Multiple

2013E EBITDA

$173.3

13.6x

2014E EBITDA

214.8

11.0

2015E EBITDA

270.3

8.7

2013E EBITDA + Synergies

$183.3

12.9x

2014E EBITDA + Synergies

229.8

10.3

2015E EBITDA + Synergies

290.3

8.1

CMLP Equity Value as a Multiple of:

Data

Multiple

2013E DCF

$124.7

12.6x

2014E DCF

159.6

9.8

2015E DCF

204.4

7.7

2013E DCF + Synergies

$134.7

11.7x

2014E DCF + Synergies

174.6

9.0

2015E DCF + Synergies

224.4

7.0

CMLP 20-Day VWAP

$24.42

Offer Premium to CMLP's 20-Day VWAP

5.0%

Offer Price

$25.64

NRGM 20-Day VWAP

23.55

CMLP / NRGM Exchange Ratio

1.09x

Value of Equity Consideration

$25.64

Value of Cash Consideration

0.41

Total Consideration per CMLP Unit

$26.06

Consideration per CMLP Unit

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

DRAFT

CMLP LP Units Outstanding

(1)

60.3

Assumed LP Unit Price @ 5.0% Premium to $24.42

$25.64

Acquired LP Equity Value

$1,545.8

Plus: Transaction Fees

20.0

Plus: One-Time Integration Expenses

15.0

Plus: Management Change of Control Payments

10.0

Plus: Cash Consideration

25.0

Less: Funding on NRGM Revolver

(70.0)

Net NRGM Equity Issued

$1,545.8

Net NRGM LP Equity Issued

$1,545.8

NRGM 20-Day VWAP

$23.55

New NRGM LP Units Issued

65.6

CMLP Pro Forma Ownership of NRGM

43.3%

Confidential

Proposed Transaction –

Management Financial Projections

117

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

CAGR

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

NRGM Adjusted EBITDA

$42.4

$45.6

$50.6

$55.6

$194.3

$228.6

$247.2

$267.6

$294.8

CMLP Adjusted EBITDA

45.2

45.9

91.1

214.8

270.3

307.9

340.6

Synergies

5.0

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)

(52.5)

(62.8)

(67.6)

(72.8)

Less: Incremental Interest (Expense) / Savings

(0.5)

(0.4)

(0.9)

5.0

7.4

14.1

17.1

NRGM - Other Income

0.4

0.5

0.0

(0.1)

0.9

0.4

2.3

0.6

(1.3)

CMLP - Other Income

0.9

1.0

1.9

4.5

4.7

4.9

5.2

Distributable Cash Flow

$32.6

$35.0

$75.9

$81.3

$224.8

$355.9

$420.3

$473.6

$525.6

13.9%

Distributable Cash Flow

Common Units - Public

$11.1

$11.5

$13.1

$13.9

$49.5

$61.6

$73.0

$89.9

$105.0

Common Units - NRGY

21.1

21.9

24.5

25.4

93.0

106.6

117.1

123.6

130.2

Common Units - CMLP

28.5

29.6

58.1

124.1

136.3

143.9

151.6

General Partner

0.4

1.6

9.8

12.4

24.2

63.6

93.8

116.1

138.9

Distributable Cash Flow

$32.6

$35.0

$75.9

$81.3

$224.8

$355.9

$420.3

$473.6

$525.6

Distributed Cash Flow

Common Units - Public

$11.7

$11.8

$12.8

$13.0

$49.2

$59.7

$71.2

$88.3

$101.2

Common Units - NRGY

22.3

22.6

23.8

92.4

103.4

114.2

121.4

125.5

Common Units - CMLP

27.7

55.4

120.4

132.9

141.3

146.2

General Partner

2.1

2.6

7.9

20.5

54.8

85.7

109.7

125.0

Distributed Cash Flow

$36.1

$36.9

$72.1

$72.3

$217.4

$338.3

$404.0

$460.7

$497.9

13.7%

Pro Forma Impact

DRAFT

($ in millions, except per unit amounts)

Confidential

118

Summary Pro Forma Impact

Pro Forma Impact

DRAFT

For the Quarter Ending

For the Years Ending December 31,

CAGR

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

Distributed Cash Flow

$36.1

$36.9

$72.1

$72.3

$217.4

$338.3

$404.0

$460.7

$497.9

% to GP

6.0%

7.0%

10.9%

9.4%

16.2%

21.2%

23.8%

25.1%

GP IDRs

$2.1

$2.6

$7.9

$20.5

$54.8

$85.7

$109.7

$125.0

31.6%

Weighted Average LP Units Outstanding

85.9

152.3

152.8

119.2

154.6

157.2

163.0

167.5

NRGM Summary:

DCF / LP Unit - Pro Forma

$0.37

$0.39

$0.43

$0.45

$1.65

$1.89

$2.08

$2.19

$2.31

6.9%

Distribution / LP Unit - Pro Forma

0.40

0.42

$1.64

$1.83

2.02

2.15

2.23

6.7%

CMLP Summary:

DCF / LP Unit - Pro Forma

$0.48

$0.49

$0.47

$0.49

$1.94

$2.06

$2.26

$2.39

$2.51

6.9%

Distribution / LP Unit - Pro Forma

$0.51

$0.46

$1.94

$2.00

$2.21

$2.34

$2.42

6.7%

LP Coverage

0.95x

0.97x

1.03x

1.07x

1.01x

1.03x

1.02x

1.04x

Total Coverage

0.90

0.95

1.05

1.12

1.03

1.05

1.04

1.03

1.06

Distributable Cash Flow Surplus / (Shortfall)

($3.5)

($1.9)

$3.9

$9.0

$7.4

$17.6

$16.3

$12.9

$27.7

($ in millions, except per unit amounts)

Proposed Transaction – Management Financial Projections (cont’d)

($ in millions)

119

Summary Pro Forma Impact

DRAFT

Confidential

For the Quarter Ending

For the Years Ending December 31,

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued for CMLP Acquisition

$--

$1,545.8

$--

$1,545.8

$--

Revolver Draw for Cash Consideration

25.0

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

91.2

87.1

12.6

Equity Issuance in Q4 2016E

150.0

Debt Issued / (Repaid)

42.0

38.1

35.8

3.5

119.4

97.8

116.4

(34.5)

25.2

DCF Surplus / (Shortfall)

(3.5)

(1.9)

3.9

9.0

7.4

17.6

16.3

12.9

27.7

Total Sources

$38.5

$36.2

$2,485.8

$24.0

$2,584.5

$189.2

$223.9

$215.5

$65.6

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

$42.0

$38.1

$60.8

$3.5

$144.4

$97.8

$116.4

($34.5)

$25.2

Total Equity Issued

1,563.8

11.5

1,575.3

73.9

91.2

87.1

12.6

Uses:

CMLP Merger

$--

$2,358.2

$--

$2,358.2

$--

CMLP Transaction Fees and Expenses

70.0

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

$2,485.8

$24.0

$2,584.5

$189.2

$223.9

$215.5

$65.6

Pro Forma Credit Statistics

Debt / Adjusted EBITDA

4.3x

3.8x

3.5x

3.1x

2.8x

Net Debt / Adjusted EBITDA

4.3

3.8

3.5

3.1

2.8

Standalone NRGM Credit Statistics

Debt / Adjusted EBITDA

4.0x

3.6x

3.9x

3.7x

3.3x

Net Debt / Adjusted EBITDA

4.0

3.6

3.9

3.7

3.3

Standalone CMLP Credit Statistics

Debt / Adjusted EBITDA

4.8x

4.4x

3.7x

3.4x

3.2x

Net Debt / Adjusted EBITDA

4.8

4.4

3.7

3.4

3.2

Capital Structure

Cash

$--

($0.0)

$0.0

($0.0)

Total Debt

712.1

750.2

1,637.9

1,641.4

1,739.2

1,855.5

1,821.0

1,846.2

Net Debt

$712.1

$750.2

$1,637.9

$1,641.4

$1,739.2

$1,855.5

$1,821.0

$1,846.2

Proposed*Transaction*– *Management*Financial*Projections* (cont’d)

Confidential

DRAFT

120

Summary Pro Forma Impact

CMLP Accretion / (Dilution)

For the Quarter Ending

For the Years Ending December 31,

CAGR

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E -

2017E

CMLP Accretion / (Dilution):

DCF / LP Unit -

Standalone

$0.50

$0.52

$1.99

$2.14

$2.51

$2.78

$2.98

11.6%

DCF / LP Unit -

Pro Forma

$0.47

$0.49

$1.94

$2.06

$2.26

$2.39

$2.51

6.9%

Accretion / (Dilution) -

($0.03)

($0.02)

($0.05)

($0.08)

($0.25)

($0.39)

($0.47)

Accretion / (Dilution) -

(5.6%)

(4.6%)

(2.6%)

(3.9%)

(10.0%)

(14.0%)

(15.6%)

Distribution / LP Unit -

Standalone

$0.52

$0.53

$2.07

$2.15

$2.37

$2.60

$2.86

10.0%

Distribution / LP Unit -

Pro Forma

$0.46

$1.94

$2.00

$2.21

$2.34

$2.42

6.7%

Accretion / (Dilution) -

($0.06)

($0.07)

($0.13)

($0.15)

($0.16)

($0.26)

($0.44)

Accretion / (Dilution) -

(11.7%)

(13.4%)

(6.4%)

(7.1%)

(6.8%)

(9.9%)

(15.3%)

Standalone Distribution Coverage

0.94x

0.95x

0.93x

0.99x

1.09x

1.10x

1.06x

Pro Forma Distribution Coverage

1.05

1.12

1.03

1.05

1.04

1.03

1.06

Standalone Debt/EBITDA

4.8x

4.4x

3.7x

3.4x

3.2x

Pro Forma Debt/EBITDA

4.3

3.8

3.5

3.1

2.8

Confidential

DRAFT

121

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

CAGR

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

NRGM Accretion / (Dilution):

DCF / LP Unit - Standalone

$0.42

$0.44

$1.62

$1.77

$1.83

$1.89

$1.96

3.6%

DCF / LP Unit - Pro Forma

$0.43

$0.45

$1.65

$1.89

$2.08

$2.19

$2.31

6.9%

Accretion / (Dilution) - $

$0.02

$0.01

$0.03

$0.12

$0.24

$0.30

$0.35

Accretion / (Dilution) - %

4.2%

2.8%

1.8%

7.1%

13.4%

16.1%

17.7%

Distribution / LP Unit - Standalone

$0.41

$1.61

$1.72

$1.79

$1.86

$1.89

3.2%

Distribution / LP Unit - Pro Forma

0.42

1.64

1.83

2.02

2.15

2.23

6.7%

Accretion / (Dilution) - $

$0.02

$0.01

$0.03

$0.12

$0.23

$0.30

$0.34

Accretion / (Dilution) - %

4.1%

2.8%

1.8%

6.9%

13.1%

15.9%

18.0%

Standalone Distribution Coverage

1.05x

1.13x

1.01x

1.07x

1.04x

1.03x

1.06x

Pro Forma Distribution Coverage

1.05

1.12

1.03

1.05

1.04

1.03

1.06

Standalone Debt/EBITDA

4.0x

3.6x

3.9x

3.7x

3.3x

Pro Forma Debt/EBITDA

4.3

3.8

3.5

3.1

2.8

NRGM Accretion / (Dilution)

Confidential

DRAFT

CMLP*Sensitivity*Analysis*–*Management*Financial*Projections

($ in millions, except per unit amounts)

122

Summary Pro Forma Impact

(1)

Based on CMLP’s current yield of 8.1%. Assumes $0.0 million of incremental EBITDA

CMLP 2013E Distribution/LP Unit Accretion/(Dilution) -

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

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.13)

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.21)

($0.18)

($0.14)

($0.10)

($0.05)

($0.01)

(10.0)

(0.20)

(0.17)

(0.13)

(0.10)

(0.05)

(0.01)

(5.0)

(0.18)

(0.15)

(0.12)

(0.08)

(0.05)

(0.01)

(0.17)

(0.13)

(0.10)

(0.07)

(0.03)

(0.00)

5.0

(0.15)

(0.11)

(0.08)

(0.05)

(0.02)

0.02

10.0

(0.13)

(0.10)

(0.06)

(0.03)

0.00

0.03

15.0

(0.12)

(0.08)

(0.05)

(0.01)

0.02

0.05

Breakeven

Yield

(1)

7.5%

7.6%

7.7%

7.9%

8.0%

8.1%

CMLP 2014E Distribution/LP Unit Accretion/(Dilution) -

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

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.15)

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.27)

($0.20)

($0.13)

($0.07)

$0.00

$0.07

(10.0)

(0.26)

(0.19)

(0.12)

(0.05)

0.02

0.08

(5.0)

(0.24)

(0.17)

(0.10)

(0.03)

0.03

0.10

(0.23)

(0.15)

(0.08)

(0.01)

0.05

0.12

5.0

(0.21)

(0.14)

(0.07)

0.00

0.07

0.14

10.0

(0.19)

(0.12)

(0.05)

0.02

0.09

0.16

15.0

(0.18)

(0.10)

(0.03)

0.04

0.11

0.18

Breakeven

Yield

(1)

7.3%

7.5%

7.8%

8.1%

8.3%

8.6%

CMLP 2015E Distribution/LP Unit Accretion/(Dilution) -

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

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.16)

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.29)

($0.21)

($0.14)

($0.06)

$0.01

$0.08

(10.0)

(0.27)

(0.19)

(0.12)

(0.05)

0.03

0.10

(5.0)

(0.25)

(0.18)

(0.10)

(0.03)

0.04

0.12

(0.24)

(0.16)

(0.09)

(0.01)

0.06

0.13

5.0

(0.22)

(0.14)

(0.07)

0.01

0.08

0.15

10.0

(0.21)

(0.13)

(0.05)

0.02

0.10

0.17

15.0

(0.19)

(0.11)

(0.03)

0.04

0.12

0.19

Breakeven

Yield

(1)

7.3%

7.6%

7.8%

8.1%

8.3%

8.6%

CMLP 2016E Distribution/LP Unit Accretion/(Dilution) -

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

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.26)

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.39)

($0.31)

($0.23)

($0.15)

($0.08)

($0.00)

(10.0)

(0.37)

(0.29)

(0.21)

(0.13)

(0.06)

0.02

(5.0)

(0.36)

(0.27)

(0.19)

(0.12)

(0.04)

0.04

(0.34)

(0.18)

(0.10)

(0.02)

0.05

5.0

(0.32)

(0.24)

(0.16)

(0.08)

(0.00)

0.07

10.0

(0.31)

(0.23)

(0.14)

(0.06)

0.01

0.09

15.0

(0.29)

(0.21)

(0.13)

(0.05)

0.03

0.11

Breakeven

Yield

(1)

7.1%

7.3%

7.6%

7.8%

8.0%

8.3%

CMLP 2017E Distribution/LP Unit Accretion/(Dilution) -

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

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.44)

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.57)

($0.48)

($0.40)

($0.32)

($0.24)

($0.17)

(10.0)

(0.55)

(0.47)

(0.39)

(0.31)

(0.23)

(0.15)

(5.0)

(0.54)

(0.45)

(0.37)

(0.29)

(0.21)

(0.13)

(0.52)

(0.44)

(0.36)

(0.27)

(0.19)

(0.12)

5.0

(0.51)

(0.42)

(0.34)

(0.26)

(0.18)

(0.10)

10.0

(0.49)

(0.41)

(0.32)

(0.24)

(0.16)

(0.08)

15.0

(0.48)

(0.39)

(0.31)

(0.23)

(0.14)

(0.06)

Breakeven

Yield

(1)

6.6%

6.9%

7.1%

7.3%

7.6%

7.8%

(0.26)

Confidential

DRAFT

123

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

Potential CMLP Unit Price Impact:

Distribution / LP Unit - Standalone

$0.52

$0.53

$2.07

$2.15

$2.37

$2.60

$2.86

CMLP Current Yield

8.1%

CMLP Standalone Projected Unit Price - Current Yield

$25.64

$26.14

$25.52

$26.52

$29.17

$32.09

$35.30

Standalone Projected Yield - CMLP Management Financial Projections

8.0%

7.5%

CMLP Standalone Unit Price - CMLP Management Financial Projections

$26.00

$28.27

$27.60

$28.68

$31.55

$34.70

$38.18

Distribution / LP Unit - Pro Forma

$0.46

$1.94

$2.00

$2.21

$2.34

$2.42

NRGM Current Yield

6.5%

CMLP Implied Pro Forma Unit Price

$28.36

$29.93

$30.85

$34.05

$36.21

$37.44

CMLP Standalone Unit Price - Current Yield

$25.64

$26.14

$25.52

$26.52

$29.17

$32.09

$35.30

CMLP Implied Pro Forma Unit Price

$28.36

$29.93

$30.85

$34.05

$36.21

$37.44

Per Unit Value Accretion / (Dilution) - $

$2.72

$2.22

$4.41

$4.33

$4.88

$4.12

$2.14

Per Unit Value Accretion / (Dilution) - %

10.6%

8.5%

17.3%

16.3%

16.7%

12.8%

6.1%

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

7.2%

7.0%

7.6%

7.5%

7.6%

7.3%

6.9%

CMLP Standalone Unit Price - CMLP Management Financial Projections

$26.00

$28.27

$27.60

$28.68

$31.55

$34.70

$38.18

CMLP Implied Pro Forma Unit Price

$28.36

$29.93

$30.85

$34.05

$36.21

$37.44

Per Unit Value Accretion / (Dilution) - $

$2.36

$0.09

$2.33

$2.16

$2.50

$1.50

($0.73)

Per Unit Value Accretion / (Dilution) - %

9.1%

0.3%

8.5%

7.5%

7.9%

4.3%

(1.9%)

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

7.1%

6.5%

7.0%

6.8%

6.4%

Potential CMLP Unit Price Impact

Confidential

DRAFT

Summary Pro Forma Impact

125

Current

Near Term

Long Term

2013E

Equity

Distribution

Partnership

Value

Yield

Growth

Coverage

MPLX LP

$2,932.0

2.7%

19.7%

16.5%

1.14x

Tesoro Logistics LP

2,620.6

3.5%

19.5%

15.7%

1.10x

Seadrill Partners LLC

1,269.4

5.6%

18.2%

0.0%

1.10x

Blueknight Energy Partners, L.P.

481.9

5.1%

16.2%

15.4%

1.06x

Sunoco Logistics Partners, L.P.

6,805.0

3.4%

15.3%

10.1%

1.45x

Rose Rock Midstream, L.P.

849.5

4.2%

14.8%

0.0%

1.10x

Access Midstream Partners, L.P.

7,941.9

4.4%

14.7%

11.5%

1.23x

Western Gas Partners, LP

6,289.4

3.7%

14.7%

12.4%

1.10x

Oiltanking Partners, L.P.

2,004.9

3.1%

13.7%

0.0%

1.15x

Susser Petroleum Partners LP

689.0

5.6%

13.7%

10.9%

1.45x

EQT Midstream Partners, LP

1,459.7

3.4%

13.1%

17.3%

1.29x

Atlas Pipeline Partners, L.P.

2,383.4

6.4%

12.9%

9.1%

1.15x

NGL Energy Partners LP

1,621.4

6.3%

12.3%

10.1%

1.50x

Inergy, L.P.

2,878.5

5.3%

12.2%

0.0%

1.34x

Pro Forma NRGM

3,716.1

TBD

12.0%

9.5%

1.03x

Magellan Midstream Partners, L.P.

12,281.5

3.7%

11.1%

11.4%

1.20x

Genesis Energy, L.P.

4,230.6

4.0%

10.6%

9.0%

1.20x

MarkWest Energy Partners, L.P.

9,270.4

5.3%

10.5%

9.7%

1.23x

Targa Resources Partners LP

4,848.5

5.8%

10.4%

8.7%

1.25x

Hi-Crush Partners LP

522.2

9.9%

10.4%

0.0%

0.82x

Calumet Specialty Products Partners, L.P.

2,628.6

6.9%

9.9%

6.0%

1.43x

Delek Logistics Partners, LP

720.0

5.1%

8.7%

12.1%

1.24x

Plains All American Pipeline, L.P.

19,723.2

3.9%

8.7%

8.4%

1.03x

Inergy Midstream, L.P.

2,096.0

6.5%

8.7%

0.0%

1.10x

Crosstex Energy, L.P.

1,802.2

7.0%

8.6%

6.2%

1.30x

Summit Midstream Partners, LP

1,351.5

6.0%

8.0%

1.20x

ONEOK Partners, L.P.

12,267.1

5.2%

8.0%

11.1%

1.12x

Copano Energy, L.L.C.

3,229.4

5.6%

7.9%

6.1%

1.19x

DCP Midstream Partners, LP

2,936.8

5.8%

7.9%

7.7%

1.19x

TransMontaigne Partners L.P.

716.6

5.3%

7.5%

0.0%

1.30x

Global Partners LP

993.6

6.4%

7.5%

0.0%

1.32x

Williams Partners L.P.

22,545.5

6.2%

7.3%

5.9%

1.00x

Alliance Resource Partners, L.P.

2,523.3

6.6%

7.3%

5.4%

1.30x

Lehigh Gas Partners LP

362.9

7.4%

6.8%

0.0%

1.20x

USA Compression Partners, LP

628.9

8.0%

6.5%

7.0%

1.15x

Current

Near Term

Long Term

2013E

Equity

Distribution

Partnership

Value

Yield

Growth

Coverage

Holly Energy Partners, L.P.

$1,154.5

4.7%

6.4%

0.0%

1.03x

Enterprise Products Partners L.P.

55,545.6

4.3%

6.2%

6.9%

1.18x

Compressco Partners LP

380.4

7.0%

5.9%

0.0%

1.29x

Kinder Morgan Energy Partners, L.P.

34,775.3

5.7%

5.9%

4.4%

1.01x

Energy Transfer Partners, L.P.

14,986.5

7.3%

5.6%

0.0%

1.04x

El Paso Pipeline Partners, L.P.

9,483.7

5.7%

5.1%

4.4%

1.06x

SunCoke Energy Partners, L.P.

670.4

7.9%

4.8%

10.1%

1.15x

Spectra Energy Partners, LP

4,153.3

5.2%

4.7%

5.6%

1.16x

Teekay Offshore Partners

2,302.7

6.7%

4.7%

6.3%

1.14x

Eagle Rock Energy Partners, L.P.

1,503.8

8.6%

4.5%

3.3%

1.38x

Amerigas Partners, L.P.

4,224.1

7.2%

4.4%

4.2%

1.41x

Teekay LNG Partners L.P.

2,945.9

6.5%

4.0%

4.1%

1.20x

Crestwood Midstream Partners LP

1,535.9

8.1%

3.9%

4.3%

1.02x

Exterran Partners, L.P.

1,216.9

7.3%

3.8%

2.9%

1.29x

Regency Energy Partners LP

5,450.8

6.9%

3.7%

4.7%

1.06x

Buckeye Partners, L.P.

6,601.1

6.6%

2.9%

2.7%

1.03x

Suburban Propane Partners, L.P.

2,779.8

7.2%

2.8%

1.06x

Enbridge Energy Partners, L.P.

9,500.3

7.3%

2.3%

3.1%

1.00x

PVR Partners, L.P.

3,196.9

8.8%

2.2%

1.0%

1.10x

Southcross Energy Partners, L.P.

526.8

7.6%

2.2%

6.3%

1.15x

TC PipeLines, LP

2,631.1

6.5%

2.1%

2.2%

1.25x

Boardwalk Pipeline Partners, LP

7,143.1

7.0%

1.4%

2.4%

1.04x

PAA Natural Gas Storage, L.P.

1,634.7

6.3%

1.0%

1.5%

1.08x

Golar LNG Partners LP

1,866.1

6.2%

1.0%

0.0%

1.10x

Martin Midstream Partners L.P.

1,114.2

7.5%

0.6%

2.3%

1.01x

Niska Gas Storage Partners LLC

526.4

9.4%

0.3%

3.8%

1.36x

NuStar Energy LP

4,042.1

8.6%

0.2%

1.1%

0.79x

Cheniere Energy Partners, L.P.

7,437.7

6.2%

0.0%

1.04x

Natural Resource Partners L.P.

2,538.3

9.2%

0.0%

2.9%

0.97x

Rhino Resource Partners LP

407.3

12.4%

0.0%

1.40x

Ferrellgas Partners, L.P.

1,618.0

10.0%

0.0%

1.02x

Capital Products Partners L.P.

760.9

10.6%

0.0%

1.20x

Navios Maritime Partners

985.0

11.8%

0.0%

1.25x

American Midstream Partners, LP

170.4

9.5%

0.0%

3.8%

1.05x

Stonemor Partners L.P.

577.9

8.8%

0.0%

1.07x

R**=

0.5230

Confidential

DRAFT

Summary Pro Forma Impact

126

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

Current

Near Term

Long Term

2013E

Equity

Distribution

Partnership

Value

Yield

Growth

Coverage

EQT Midstream Partners, LP

$1,459.7

3.4%

13.1%

17.3%

1.29x

MPLX LP

2,932.0

2.7%

19.7%

16.5%

1.14x

Tesoro Logistics LP

2,620.6

3.5%

19.5%

15.7%

1.10x

Blueknight Energy Partners, L.P.

481.9

5.1%

16.2%

15.4%

1.06x

Western Gas Partners, LP

6,289.4

3.7%

14.7%

12.4%

1.10x

Delek Logistics Partners, LP

720.0

5.1%

8.7%

12.1%

1.24x

Access Midstream Partners, L.P.

7,941.9

4.4%

14.7%

11.5%

1.23x

Magellan Midstream Partners, L.P.

12,281.5

3.7%

11.1%

11.4%

1.20x

ONEOK Partners, L.P.

12,267.1

5.2%

8.0%

11.1%

1.12x

Susser Petroleum Partners LP

689.0

5.6%

13.7%

10.9%

1.45x

Sunoco Logistics Partners, L.P.

6,805.0

3.4%

15.3%

10.1%

1.45x

NGL Energy Partners LP

1,621.4

6.3%

12.3%

10.1%

1.50x

SunCoke Energy Partners, L.P.

670.4

7.9%

4.8%

10.1%

1.15x

MarkWest Energy Partners, L.P.

9,270.4

5.3%

10.5%

9.7%

1.23x

Pro Forma NRGM

3,716.1

TBD

12.0%

9.5%

1.03x

Atlas Pipeline Partners, L.P.

2,383.4

6.4%

12.9%

9.1%

1.15x

Genesis Energy, L.P.

4,230.6

4.0%

10.6%

9.0%

1.20x

Targa Resources Partners LP

4,848.5

5.8%

10.4%

8.7%

1.25x

Plains All American Pipeline, L.P.

19,723.2

3.9%

8.7%

8.4%

1.03x

Summit Midstream Partners, LP

1,351.5

6.0%

8.0%

1.20x

DCP Midstream Partners, LP

2,936.8

5.8%

7.9%

7.7%

1.19x

USA Compression Partners, LP

628.9

8.0%

6.5%

7.0%

1.15x

Enterprise Products Partners L.P.

55,545.6

4.3%

6.2%

6.9%

1.18x

Southcross Energy Partners, L.P.

526.8

7.6%

2.2%

6.3%

1.15x

Teekay Offshore Partners

2,302.7

6.7%

4.7%

6.3%

1.14x

Crosstex Energy, L.P.

1,802.2

7.0%

8.6%

6.2%

1.30x

Copano Energy, L.L.C.

3,229.4

5.6%

7.9%

6.1%

1.19x

Calumet Specialty Products Partners, L.P.

2,628.6

6.9%

9.9%

6.0%

1.43x

Williams Partners L.P.

22,545.5

6.2%

7.3%

5.9%

1.00x

Spectra Energy Partners, LP

4,153.3

5.2%

4.7%

5.6%

1.16x

Alliance Resource Partners, L.P.

2,523.3

6.6%

7.3%

5.4%

1.30x

Regency Energy Partners LP

5,450.8

6.9%

3.7%

4.7%

1.06x

Kinder Morgan Energy Partners, L.P.

34,775.3

5.7%

5.9%

4.4%

1.01x

El Paso Pipeline Partners, L.P.

9,483.7

5.7%

5.1%

4.4%

1.06x

Crestwood Midstream Partners LP

1,535.9

8.1%

3.9%

4.3%

1.02x

Current

Near Term

Long Term

2013E

Equity

Distribution

Partnership

Value

Yield

Growth

Coverage

Amerigas Partners, L.P.

$4,224.1

7.2%

4.4%

4.2%

1.41x

Teekay LNG Partners L.P.

2,945.9

6.5%

4.0%

4.1%

1.20x

Niska Gas Storage Partners LLC

526.4

9.4%

0.3%

3.8%

1.36x

American Midstream Partners, LP

170.4

9.5%

0.0%

3.8%

1.05x

Eagle Rock Energy Partners, L.P.

1,503.8

8.6%

4.5%

3.3%

1.38x

Enbridge Energy Partners, L.P.

9,500.3

7.3%

2.3%

3.1%

1.00x

Natural Resource Partners L.P.

2,538.3

9.2%

0.0%

2.9%

0.97x

Exterran Partners, L.P.

1,216.9

7.3%

3.8%

2.9%

1.29x

Suburban Propane Partners, L.P.

2,779.8

7.2%

2.8%

1.06x

Buckeye Partners, L.P.

6,601.1

6.6%

2.9%

2.7%

1.03x

Boardwalk Pipeline Partners, LP

7,143.1

7.0%

1.4%

2.4%

1.04x

Martin Midstream Partners L.P.

1,114.2

7.5%

0.6%

2.3%

1.01x

TC PipeLines, LP

2,631.1

6.5%

2.1%

2.2%

1.25x

PAA Natural Gas Storage, L.P.

1,634.7

6.3%

1.0%

1.5%

1.08x

NuStar Energy LP

4,042.1

8.6%

0.2%

1.1%

0.79x

PVR Partners, L.P.

3,196.9

8.8%

2.2%

1.0%

1.10x

Cheniere Energy Partners, L.P.

7,437.7

6.2%

0.0%

1.04x

Compressco Partners LP

380.4

7.0%

5.9%

0.0%

1.29x

Energy Transfer Partners, L.P.

14,986.5

7.3%

5.6%

0.0%

1.04x

Global Partners LP

993.6

6.4%

7.5%

0.0%

1.32x

Holly Energy Partners, L.P.

1,154.5

4.7%

6.4%

0.0%

1.03x

Inergy Midstream, L.P.

2,096.0

6.5%

8.7%

0.0%

1.10x

Lehigh Gas Partners LP

362.9

7.4%

6.8%

0.0%

1.20x

Rose Rock Midstream, L.P.

849.5

4.2%

14.8%

0.0%

1.10x

TransMontaigne Partners L.P.

716.6

5.3%

7.5%

0.0%

1.30x

Rhino Resource Partners LP

407.3

12.4%

0.0%

1.40x

Ferrellgas Partners, L.P.

1,618.0

10.0%

0.0%

1.02x

Hi-Crush Partners LP

522.2

9.9%

10.4%

0.0%

0.82x

Inergy, L.P.

2,878.5

5.3%

12.2%

0.0%

1.34x

Seadrill Partners LLC

1,269.4

5.6%

18.2%

0.0%

1.10x

Capital Products Partners L.P.

760.9

10.6%

0.0%

1.20x

Golar LNG Partners LP

1,866.1

6.2%

1.0%

0.0%

1.10x

Navios Maritime Partners

985.0

11.8%

0.0%

1.25x

Oiltanking Partners, L.P.

2,004.9

3.1%

13.7%

0.0%

1.15x

Stonemor Partners L.P.

577.9

8.8%

0.0%

1.07x

R**= 0.5344

($ in millions)

Confidential

DRAFT

Summary Pro Forma Impact

127

MLPs*by*Equity*Value*–*As*of*April*19,*2013

Current

Near Term

Long Term

2013E

Equity

Distribution

Partnership

Value

Yield

Growth

Coverage

Enterprise Products Partners L.P.

$55,545.6

4.3%

6.2%

6.9%

1.18x

Kinder Morgan Energy Partners, L.P.

34,775.3

5.7%

5.9%

4.4%

1.01x

Williams Partners L.P.

22,545.5

6.2%

7.3%

5.9%

1.00x

Plains All American Pipeline, L.P.

19,723.2

3.9%

8.7%

8.4%

1.03x

Energy Transfer Partners, L.P.

14,986.5

7.3%

5.6%

0.0%

1.04x

Magellan Midstream Partners, L.P.

12,281.5

3.7%

11.1%

11.4%

1.20x

ONEOK Partners, L.P.

12,267.1

5.2%

8.0%

11.1%

1.12x

Enbridge Energy Partners, L.P.

9,500.3

7.3%

2.3%

3.1%

1.00x

El Paso Pipeline Partners, L.P.

9,483.7

5.7%

5.1%

4.4%

1.06x

MarkWest Energy Partners, L.P.

9,270.4

5.3%

10.5%

9.7%

1.23x

Access Midstream Partners, L.P.

7,941.9

4.4%

14.7%

11.5%

1.23x

Cheniere Energy Partners, L.P.

7,437.7

6.2%

0.0%

1.04x

Boardwalk Pipeline Partners, LP

7,143.1

7.0%

1.4%

2.4%

1.04x

Sunoco Logistics Partners, L.P.

6,805.0

3.4%

15.3%

10.1%

1.45x

Buckeye Partners, L.P.

6,601.1

6.6%

2.9%

2.7%

1.03x

Western Gas Partners, LP

6,289.4

3.7%

14.7%

12.4%

1.10x

Regency Energy Partners LP

5,450.8

6.9%

3.7%

4.7%

1.06x

Targa Resources Partners LP

4,848.5

5.8%

10.4%

8.7%

1.25x

Genesis Energy, L.P.

4,230.6

4.0%

10.6%

9.0%

1.20x

Amerigas Partners, L.P.

4,224.1

7.2%

4.4%

4.2%

1.41x

Spectra Energy Partners, LP

4,153.3

5.2%

4.7%

5.6%

1.16x

NuStar Energy LP

4,042.1

8.6%

0.2%

1.1%

0.79x

Pro Forma NRGM

3,716.1

TBD

12.0%

9.5%

1.03x

Copano Energy, L.L.C.

3,229.4

5.6%

7.9%

6.1%

1.19x

PVR Partners, L.P.

3,196.9

8.8%

2.2%

1.0%

1.10x

Teekay LNG Partners L.P.

2,945.9

6.5%

4.0%

4.1%

1.20x

DCP Midstream Partners, LP

2,936.8

5.8%

7.9%

7.7%

1.19x

MPLX LP

2,932.0

2.7%

19.7%

16.5%

1.14x

Inergy, L.P.

2,878.5

5.3%

12.2%

0.0%

1.34x

Suburban Propane Partners, L.P.

2,779.8

7.2%

2.8%

1.06x

TC PipeLines, LP

2,631.1

6.5%

2.1%

2.2%

1.25x

Calumet Specialty Products Partners, L.P.

2,628.6

6.9%

9.9%

6.0%

1.43x

Tesoro Logistics LP

2,620.6

3.5%

19.5%

15.7%

1.10x

Natural Resource Partners L.P.

2,538.3

9.2%

0.0%

2.9%

0.97x

Alliance Resource Partners, L.P.

2,523.3

6.6%

7.3%

5.4%

1.30x

Current

Near Term

Long Term

2013E

Equity

Distribution

Partnership

Value

Yield

Growth

Coverage

Atlas Pipeline Partners, L.P.

$2,383.4

6.4%

12.9%

9.1%

1.15x

Teekay Offshore Partners

2,302.7

6.7%

4.7%

6.3%

1.14x

Inergy Midstream, L.P.

2,096.0

6.5%

8.7%

0.0%

1.10x

Oiltanking Partners, L.P.

2,004.9

3.1%

13.7%

0.0%

1.15x

Golar LNG Partners LP

1,866.1

6.2%

1.0%

0.0%

1.10x

Crosstex Energy, L.P.

1,802.2

7.0%

8.6%

6.2%

1.30x

PAA Natural Gas Storage, L.P.

1,634.7

6.3%

1.0%

1.5%

1.08x

NGL Energy Partners LP

1,621.4

6.3%

12.3%

10.1%

1.50x

Ferrellgas Partners, L.P.

1,618.0

10.0%

0.0%

1.02x

Crestwood Midstream Partners LP

1,535.9

8.1%

3.9%

4.3%

1.02x

Eagle Rock Energy Partners, L.P.

1,503.8

8.6%

4.5%

3.3%

1.38x

EQT Midstream Partners, LP

1,459.7

3.4%

13.1%

17.3%

1.29x

Summit Midstream Partners, LP

1,351.5

6.0%

8.0%

1.20x

Seadrill Partners LLC

1,269.4

5.6%

18.2%

0.0%

1.10x

Exterran Partners, L.P.

1,216.9

7.3%

3.8%

2.9%

1.29x

Holly Energy Partners, L.P.

1,154.5

4.7%

6.4%

0.0%

1.03x

Martin Midstream Partners L.P.

1,114.2

7.5%

0.6%

2.3%

1.01x

Global Partners LP

993.6

6.4%

7.5%

0.0%

1.32x

Navios Maritime Partners

985.0

11.8%

0.0%

1.25x

Rose Rock Midstream, L.P.

849.5

4.2%

14.8%

0.0%

1.10x

Capital Products Partners L.P.

760.9

10.6%

0.0%

1.20x

Delek Logistics Partners, LP

720.0

5.1%

8.7%

12.1%

1.24x

TransMontaigne Partners L.P.

716.6

5.3%

7.5%

0.0%

1.30x

Susser Petroleum Partners LP

689.0

5.6%

13.7%

10.9%

1.45x

SunCoke Energy Partners, L.P.

670.4

7.9%

4.8%

10.1%

1.15x

USA Compression Partners, LP

628.9

8.0%

6.5%

7.0%

1.15x

Stonemor Partners L.P.

577.9

8.8%

0.0%

1.07x

Southcross Energy Partners, L.P.

526.8

7.6%

2.2%

6.3%

1.15x

Niska Gas Storage Partners LLC

526.4

9.4%

0.3%

3.8%

1.36x

Hi-Crush Partners LP

522.2

9.9%

10.4%

0.0%

0.82x

Blueknight Energy Partners, L.P.

481.9

5.1%

16.2%

15.4%

1.06x

Rhino Resource Partners LP

407.3

12.4%

0.0%

1.40x

Compressco Partners LP

380.4

7.0%

5.9%

0.0%

1.29x

Lehigh Gas Partners LP

362.9

7.4%

6.8%

0.0%

1.20x

American Midstream Partners, LP

170.4

9.5%

0.0%

3.8%

1.05x

R**= 0.0726

($ in millions)

Confidential

DRAFT

Summary Pro Forma Impact

128

MLPs*by*2013E *Distribution*Coverage

Current

Near Term

Long Term

2013E

Equity

Distribution

Partnership

Value

Yield

Growth

Coverage

NGL Energy Partners LP

$1,621.4

6.3%

12.3%

10.1%

1.50x

Sunoco Logistics Partners, L.P.

6,805.0

3.4%

15.3%

10.1%

1.45x

Susser Petroleum Partners LP

689.0

5.6%

13.7%

10.9%

1.45x

Calumet Specialty Products Partners, L.P.

2,628.6

6.9%

9.9%

6.0%

1.43x

Amerigas Partners, L.P.

4,224.1

7.2%

4.4%

4.2%

1.41x

Rhino Resource Partners LP

407.3

12.4%

0.0%

1.40x

Eagle Rock Energy Partners, L.P.

1,503.8

8.6%

4.5%

3.3%

1.38x

Niska Gas Storage Partners LLC

526.4

9.4%

0.3%

3.8%

1.36x

Inergy, L.P.

2,878.5

5.3%

12.2%

0.0%

1.34x

Global Partners LP

993.6

6.4%

7.5%

0.0%

1.32x

Crosstex Energy, L.P.

1,802.2

7.0%

8.6%

6.2%

1.30x

TransMontaigne Partners L.P.

716.6

5.3%

7.5%

0.0%

1.30x

Alliance Resource Partners, L.P.

2,523.3

6.6%

7.3%

5.4%

1.30x

Exterran Partners, L.P.

1,216.9

7.3%

3.8%

2.9%

1.29x

Compressco Partners LP

380.4

7.0%

5.9%

0.0%

1.29x

EQT Midstream Partners, LP

1,459.7

3.4%

13.1%

17.3%

1.29x

Targa Resources Partners LP

4,848.5

5.8%

10.4%

8.7%

1.25x

TC PipeLines, LP

2,631.1

6.5%

2.1%

2.2%

1.25x

Navios Maritime Partners

985.0

11.8%

0.0%

1.25x

Delek Logistics Partners, LP

720.0

5.1%

8.7%

12.1%

1.24x

Access Midstream Partners, L.P.

7,941.9

4.4%

14.7%

11.5%

1.23x

MarkWest Energy Partners, L.P.

9,270.4

5.3%

10.5%

9.7%

1.23x

Genesis Energy, L.P.

4,230.6

4.0%

10.6%

9.0%

1.20x

Lehigh Gas Partners LP

362.9

7.4%

6.8%

0.0%

1.20x

Magellan Midstream Partners, L.P.

12,281.5

3.7%

11.1%

11.4%

1.20x

Summit Midstream Partners, LP

1,351.5

6.0%

8.0%

1.20x

Capital Products Partners L.P.

760.9

10.6%

0.0%

1.20x

Teekay LNG Partners L.P.

2,945.9

6.5%

4.0%

4.1%

1.20x

Copano Energy, L.L.C.

3,229.4

5.6%

7.9%

6.1%

1.19x

DCP Midstream Partners, LP

2,936.8

5.8%

7.9%

7.7%

1.19x

Enterprise Products Partners L.P.

55,545.6

4.3%

6.2%

6.9%

1.18x

Spectra Energy Partners, LP

4,153.3

5.2%

4.7%

5.6%

1.16x

Atlas Pipeline Partners, L.P.

2,383.4

6.4%

12.9%

9.1%

1.15x

Southcross Energy Partners, L.P.

526.8

7.6%

2.2%

6.3%

1.15x

SunCoke Energy Partners, L.P.

670.4

7.9%

4.8%

10.1%

1.15x

Current

Near Term

Long Term

2013E

Equity

Distribution

Partnership

Value

Yield

Growth

Coverage

Oiltanking Partners, L.P.

$2,004.9

3.1%

13.7%

0.0%

1.15x

USA Compression Partners, LP

628.9

8.0%

6.5%

7.0%

1.15x

MPLX LP

2,932.0

2.7%

19.7%

16.5%

1.14x

Teekay Offshore Partners

2,302.7

6.7%

4.7%

6.3%

1.14x

ONEOK Partners, L.P.

12,267.1

5.2%

8.0%

11.1%

1.12x

Inergy Midstream, L.P.

2,096.0

6.5%

8.7%

0.0%

1.10x

Rose Rock Midstream, L.P.

849.5

4.2%

14.8%

0.0%

1.10x

Tesoro Logistics LP

2,620.6

3.5%

19.5%

15.7%

1.10x

Western Gas Partners, LP

6,289.4

3.7%

14.7%

12.4%

1.10x

PVR Partners, L.P.

3,196.9

8.8%

2.2%

1.0%

1.10x

Seadrill Partners LLC

1,269.4

5.6%

18.2%

0.0%

1.10x

Golar LNG Partners LP

1,866.1

6.2%

1.0%

0.0%

1.10x

PAA Natural Gas Storage, L.P.

1,634.7

6.3%

1.0%

1.5%

1.08x

Stonemor Partners L.P.

577.9

8.8%

0.0%

1.07x

Blueknight Energy Partners, L.P.

481.9

5.1%

16.2%

15.4%

1.06x

El Paso Pipeline Partners, L.P.

9,483.7

5.7%

5.1%

4.4%

1.06x

Regency Energy Partners LP

5,450.8

6.9%

3.7%

4.7%

1.06x

Suburban Propane Partners, L.P.

2,779.8

7.2%

2.8%

1.06x

American Midstream Partners, LP

170.4

9.5%

0.0%

3.8%

1.05x

Energy Transfer Partners, L.P.

14,986.5

7.3%

5.6%

0.0%

1.04x

Boardwalk Pipeline Partners, LP

7,143.1

7.0%

1.4%

2.4%

1.04x

Cheniere Energy Partners, L.P.

7,437.7

6.2%

0.0%

1.04x

Pro Forma NRGM

3,716.1

TBD

12.0%

9.5%

1.03x

Buckeye Partners, L.P.

6,601.1

6.6%

2.9%

2.7%

1.03x

Holly Energy Partners, L.P.

1,154.5

4.7%

6.4%

0.0%

1.03x

Plains All American Pipeline, L.P.

19,723.2

3.9%

8.7%

8.4%

1.03x

Crestwood Midstream Partners LP

1,535.9

8.1%

3.9%

4.3%

1.02x

Ferrellgas Partners, L.P.

1,618.0

10.0%

0.0%

1.02x

Kinder Morgan Energy Partners, L.P.

34,775.3

5.7%

5.9%

4.4%

1.01x

Martin Midstream Partners L.P.

1,114.2

7.5%

0.6%

2.3%

1.01x

Enbridge Energy Partners, L.P.

9,500.3

7.3%

2.3%

3.1%

1.00x

Williams Partners L.P.

22,545.5

6.2%

7.3%

5.9%

1.00x

Natural Resource Partners L.P.

2,538.3

9.2%

0.0%

2.9%

0.97x

Hi-Crush Partners LP

522.2

9.9%

10.4%

0.0%

0.82x

NuStar Energy LP

4,042.1

8.6%

0.2%

1.1%

0.79x

R**= 0.0072

($ in millions)

Confidential

DRAFT

Assumptions –

Downside Financial Projections

130

Summary Pro Forma Impact

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

CMLP Downside Financial Projections and the NRGM Downside Financial Projections previously reviewed herein

–

NRGM acquires CMLP assuming a 5.0% premium to CMLP’s 20-Day VWAP of $24.42 as of April 25, 2013, or $25.64 per

unit, plus $0.41 in cash for a total value of $26.06 per CMLP unit, representing a total enterprise value of $2.4 billion or 11.0x

2014E EBITDA

–

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

of control provisions

–

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

$15.0 million are funded with borrowings from NRGM’s existing revolver

–

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

Transaction

–

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

at an all-in discount of 8.0% to the then-current projected unit price assuming NRGM’s current yield of 6.48%

–

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

–

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

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

–

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

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

the annual synergies previously reviewed herein) ranging from ($15.0) to $15.0 million and (ii) an offer price premium to

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

–

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

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

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

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

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

Implies a 1.089x NRGM/CMLP exchange ratio, assuming NRGM’s 20-Day VWAP of $23.55

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

Confidential

DRAFT

Transaction Economics –

Downside Financial Projections

131

Summary Pro Forma Impact

Sources and Uses

Transaction Economics

Net NRGM Equity Issued

$1,545.8

Cash Consideration

25.0

Equity Value

$1,570.8

CMLP Net Debt Assumed as of July 1, 2013

787.4

Transaction Enterprise Value

$2,358.2

Assumed Annual Synergies:

2013E Annual Synergies

$10.0

2014E Annual Synergies

15.0

2015E Annual Synergies

20.0

CMLP Enterprise Value as a Multiple of:

Data

Multiple

2013E EBITDA

$173.3

13.6x

2014E EBITDA

186.1

12.7

2015E EBITDA

205.0

11.5

2013E EBITDA + Synergies

$183.3

12.9x

2014E EBITDA + Synergies

201.1

11.7

2015E EBITDA + Synergies

225.0

10.5

CMLP Equity Value as a Multiple of:

Data

Multiple

2013E DCF

$124.8

12.6x

2014E DCF

135.6

11.6

2015E DCF

144.6

10.9

2013E DCF + Synergies

$134.8

11.7x

2014E DCF + Synergies

150.6

10.4

2015E DCF + Synergies

164.6

9.5

CMLP 20-Day VWAP

$24.42

Offer Premium to CMLP's 20-Day VWAP

5.0%

Offer Price

$25.64

NRGM 20-Day VWAP

23.55

CMLP / NRGM Exchange Ratio

1.09x

Value of Equity Consideration

$25.64

Value of Cash Consideration

0.41

Total Consideration per CMLP Unit

$26.06

Consideration per CMLP Unit

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

CMLP LP Units Outstanding

(1)

60.3

Assumed LP Unit Price @ 5.0% Premium to $24.42

$25.64

Acquired LP Equity Value

$1,545.8

Plus: Transaction Fees

20.0

Plus: One-Time Integration Expenses

15.0

Plus: Management Change of Control Payments

10.0

Plus: Cash Consideration

25.0

Less: Funding on NRGM Revolver

(70.0)

Net NRGM Equity Issued

$1,545.8

Net NRGM LP Equity Issued

$1,545.8

NRGM 20-Day VWAP

$23.55

New NRGM LP Units Issued

65.6

CMLP Pro Forma Ownership of NRGM

43.3%

($ in millions, except per unit amounts)

Confidential

DRAFT

Proposed Transaction –

Downside Financial Projections

($ in millions, except per unit amounts)

132

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

CAGR

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

NRGM Adjusted EBITDA

$42.4

$43.9

$47.1

$53.3

$186.7

$211.8

$214.3

$206.4

$195.3

CMLP Adjusted EBITDA

45.2

45.9

91.1

186.1

205.0

221.4

234.6

Synergies

5.0

10.0

15.0

20.0

Adjusted EBITDA

$42.4

$43.9

$97.3

$104.3

$287.8

$412.9

$439.3

$447.9

$449.9

2.9%

Less: NRGM Maintenance Capital Expenditures

(1.3)

(1.6)

(1.0)

(1.6)

(5.5)

(7.3)

(7.9)

(8.3)

(8.5)

Less: CMLP Maintenance Capital Expenditures

(3.6)

(2.5)

(6.1)

(7.2)

(7.7)

(8.9)

(11.8)

Less: NRGM Interest Expense

(9.0)

(9.5)

(9.8)

(10.3)

(38.6)

(43.7)

(46.1)

(44.0)

(42.7)

Less: CMLP Interest Expense

(11.0)

(11.3)

(22.2)

(47.9)

(57.4)

(64.8)

(68.6)

Less: Incremental Interest (Expense) / Savings

(0.5)

(0.4)

(1.0)

(0.4)

0.6

8.5

9.0

NRGM - Other Income

0.4

0.5

0.0

(0.1)

0.9

0.4

2.3

0.6

(1.3)

CMLP - Other Income

0.9

1.0

1.9

4.5

4.7

4.9

5.2

Distributable Cash Flow

$32.6

$33.3

$72.4

$79.0

$217.3

$311.4

$327.8

$335.9

$331.1

2.1%

Distributable Cash Flow

Common Units - Public

$11.1

$11.2

$12.8

$13.7

$48.7

$56.0

$58.5

$64.4

$68.7

Common Units - NRGY

21.1

21.4

23.8

25.0

91.3

98.7

101.5

101.8

99.8

Common Units - CMLP

27.8

29.1

56.9

114.9

118.2

118.5

116.1

General Partner

0.4

0.7

8.1

11.2

20.4

41.7

49.5

51.3

46.5

Distributable Cash Flow

$32.6

$33.3

$72.4

$79.0

$217.3

$311.4

$327.8

$335.9

$331.1

Distributed Cash Flow

Common Units - Public

$11.7

$12.7

$13.0

$49.0

$54.6

$57.4

$66.0

$74.7

Common Units - NRGY

22.3

23.8

92.1

96.2

99.6

104.2

108.5

Common Units - CMLP

27.7

55.3

112.1

115.9

121.4

126.3

General Partner

2.1

7.8

19.9

34.9

44.2

58.1

71.3

Distributed Cash Flow

$36.1

$71.9

$72.2

$216.3

$297.8

$317.2

$349.7

$380.7

8.5%

Pro Forma Impact

Confidential

DRAFT

Proposed Transaction –

Downside Financial Projections (cont’d)

133

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

CAGR

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

Distributed Cash Flow

$36.1

$71.9

$72.2

$216.3

$297.8

$317.2

$349.7

$380.7

% to GP

6.0%

10.9%

9.2%

11.7%

13.9%

16.6%

18.7%

GP IDRs

$2.1

$7.8

$19.9

$34.9

$44.2

$58.1

$71.3

26.8%

Weighted Average LP Units Outstanding

85.9

152.2

152.9

119.2

154.0

154.5

157.7

160.8

NRGM Summary:

DCF / LP Unit - Pro Forma

$0.37

$0.38

$0.42

$0.44

$1.62

$1.75

$1.80

$1.81

$1.77

0.3%

Distribution / LP Unit - Pro Forma

0.40

0.42

$1.63

$1.71

1.77

1.85

1.92

4.1%

CMLP Summary:

DCF / LP Unit - Pro Forma

$0.48

$0.49

$0.46

$0.48

$1.92

$1.91

$1.96

$1.97

$1.93

0.3%

Distribution / LP Unit - Pro Forma

$0.51

$0.46

$1.94

$1.86

$1.92

$2.01

$2.09

4.1%

LP Coverage

0.95x

0.96x

1.00x

1.05x

0.99x

1.03x

1.02x

0.98x

0.92x

Total Coverage

0.90

0.92

1.01

1.09

1.00

1.05

1.03

0.96

0.87

Distributable Cash Flow Surplus / (Shortfall)

($3.5)

($2.8)

$0.5

$6.8

$1.0

$13.6

$10.6

($13.7)

($49.6)

Pro Forma Impact

($ in millions, except per unit amounts)

Confidential

DRAFT

Proposed Transaction –

Downside Financial Projections (cont’d)

134

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued for CMLP Acquisition

$--

$1,545.8

$--

$1,545.8

$--

Revolver Draw for Cash Consideration

25.0

CMLP Net Debt Assumed

787.4

Revolver Draw for Transaction Fees and Expenses

70.0

Equity Issued for Growth Capital Expenditures

15.6

31.3

35.9

9.4

6.8

Equity Issuance in Q4 2016E

150.0

Debt Issued / (Repaid)

42.0

33.0

36.8

9.8

121.6

37.7

25.2

(102.6)

79.2

DCF Surplus / (Shortfall)

(3.5)

(2.8)

0.5

6.8

1.0

13.6

10.6

(13.7)

(49.6)

Total Sources

$38.5

$30.2

$2,481.1

$32.2

$2,582.0

$87.2

$45.3

$43.0

$36.4

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

$42.0

$33.0

$61.8

$9.8

$146.6

$37.7

$25.2

($102.6)

$79.2

Total Equity Issued

1,561.4

15.6

1,577.1

35.9

9.4

6.8

Uses:

CMLP Merger

$--

$2,358.2

$--

$2,358.2

$--

CMLP Transaction Fees and Expenses

70.0

NRGM Growth Capital Expenditures

28.8

20.6

25.0

24.5

98.9

17.2

2.0

CMLP Growth Capital Expenditures

6.3

6.8

13.1

54.5

16.8

11.7

CMM Growth Capital Expenditures

21.5

5.5

27.0

19.0

24.9

23.0

22.5

Other

9.7

9.6

0.2

(4.6)

14.8

(3.5)

1.5

1.2

0.3

Total Uses

$38.5

$30.2

$2,481.1

$32.2

$2,582.0

$87.2

$45.3

$43.0

$36.4

Pro Forma Credit Statistics

Debt / Adjusted EBITDA

4.4x

4.1x

3.9x

3.6x

3.7x

Net Debt / Adjusted EBITDA

4.4

4.1

3.9

3.6

3.7

Standalone NRGM Credit Statistics

Debt / Adjusted EBITDA

4.2x

3.7x

3.4x

3.7x

Net Debt / Adjusted EBITDA

4.2

3.7

3.1

3.4

Standalone CMLP Credit Statistics

Debt / Adjusted EBITDA

4.7x

4.9x

4.7x

4.5x

4.3x

Net Debt / Adjusted EBITDA

4.7

4.9

4.7

4.5

4.3

Capital Structure

Cash

$--

$0.0

($0.0)

$0.0

($0.0)

Total Debt

712.1

745.1

1,633.8

1,643.6

1,681.3

1,706.5

1,603.9

1,683.1

Net Debt

$712.1

$745.1

$1,633.8

$1,643.6

$1,681.3

$1,706.5

$1,603.9

$1,683.1

($ in millions)

Confidential

DRAFT

Pro Forma Impact –

CMLP Unitholder –

Downside Financial Projections

135

Summary Pro Forma Impact

CMLP Accretion / (Dilution)

For the Quarter Ending

For the Years Ending December 31,

CAGR

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

CMLP Accretion / (Dilution):

DCF / LP Unit - Standalone

$0.50

$0.52

$1.99

$1.94

$2.02

$2.09

$2.14

3.3%

DCF / LP Unit - Pro Forma

$0.46

$0.48

$1.92

$1.91

$1.96

$1.97

$1.93

0.3%

Accretion / (Dilution) - $

($0.04)

($0.03)

($0.07)

($0.04)

($0.06)

($0.12)

($0.21)

Accretion / (Dilution) - %

(8.1%)

(6.3%)

(3.7%)

(1.9%)

(2.9%)

(5.8%)

(10.0%)

Distribution / LP Unit - Standalone

$0.51

$2.04

$2.08

0.6%

Distribution / LP Unit - Pro Forma

$0.46

$1.94

$1.86

$1.92

$2.01

$2.09

4.1%

Accretion / (Dilution) - $

($0.05)

($0.10)

($0.18)

($0.12)

($0.03)

$0.02

Accretion / (Dilution) - %

(10.0%)

(5.0%)

(8.9%)

(5.7%)

(1.3%)

0.8%

Standalone Distribution Coverage

0.97x

1.02x

0.96x

0.92x

0.98x

1.04x

1.05x

Pro Forma Distribution Coverage

1.01

1.09

1.00

1.05

1.03

0.96

0.87

Standalone Debt/EBITDA

4.7x

4.9x

4.7x

4.5x

4.3x

Pro Forma Debt/EBITDA

4.4

4.1

3.9

3.6

3.7

Confidential

DRAFT

Pro Forma Impact –

NRGM Unitholder –

Downside Financial Projections

136

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

CAGR

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

NRGM Accretion / (Dilution):

DCF / LP Unit - Standalone

$0.40

$0.43

$1.58

$1.68

$1.62

$1.51

(3.5%)

DCF / LP Unit - Pro Forma

$0.42

$0.44

$1.62

$1.75

$1.80

$1.81

$1.77

0.3%

Accretion / (Dilution) - $

$0.03

$0.02

$0.04

$0.07

$0.12

$0.19

$0.26

Accretion / (Dilution) - %

6.7%

4.2%

2.8%

4.3%

7.0%

11.7%

17.3%

Distribution / LP Unit - Standalone

$0.40

$1.58

$1.63

$1.65

0.4%

Distribution / LP Unit - Pro Forma

0.42

1.63

1.71

1.77

1.85

1.92

4.1%

Accretion / (Dilution) - $

$0.03

$0.02

$0.05

$0.08

$0.11

$0.20

$0.27

Accretion / (Dilution) - %

6.7%

5.7%

3.1%

4.6%

6.9%

11.9%

16.4%

Standalone Distribution Coverage

1.01x

1.13x

0.99x

1.07x

1.03x

0.96x

0.87x

Pro Forma Distribution Coverage

1.01

1.09

1.00

1.05

1.03

0.96

0.87

Standalone Debt/EBITDA

4.2x

3.7x

3.4x

3.7x

Pro Forma Debt/EBITDA

4.4

4.1

3.9

3.6

3.7

NRGM Accretion / (Dilution)

Confidential

DRAFT

137

Summary Pro Forma Impact

(1)

Based on CMLP’s current yield of 8.1%. Assumes $0.0 million of incremental EBITDA

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

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.10)

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.19)

($0.16)

($0.12)

($0.08)

($0.04)

$0.00

(10.0)

(0.17)

(0.14)

(0.11)

(0.07)

(0.04)

0.00

(5.0)

(0.15)

(0.12)

(0.09)

(0.06)

(0.02)

0.01

(0.14)

(0.10)

(0.07)

(0.04)

(0.01)

0.03

5.0

(0.12)

(0.08)

(0.05)

(0.02)

0.01

0.05

10.0

(0.10)

(0.07)

(0.03)

0.00

0.03

0.06

15.0

(0.08)

(0.05)

(0.01)

0.02

0.05

0.08

7.6%

7.7%

7.8%

8.0%

8.1%

8.2%

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

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.18)

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.27)

($0.20)

($0.14)

($0.07)

($0.01)

$0.05

(10.0)

(0.27)

(0.20)

(0.13)

(0.07)

(0.00)

0.06

(5.0)

(0.26)

(0.19)

(0.12)

(0.06)

0.01

0.07

(0.25)

(0.18)

(0.11)

(0.05)

0.01

0.08

5.0

(0.24)

(0.17)

(0.10)

(0.04)

0.03

0.09

10.0

(0.22)

(0.15)

(0.09)

(0.02)

0.05

0.11

15.0

(0.20)

(0.14)

(0.07)

(0.00)

0.06

0.13

7.1%

7.4%

7.7%

7.9%

8.2%

8.4%

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

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.12)

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.24)

($0.17)

($0.10)

($0.04)

$0.03

$0.09

(10.0)

(0.22)

(0.15)

(0.08)

(0.02)

0.05

0.11

(5.0)

(0.20)

(0.13)

(0.07)

0.00

0.07

0.13

(0.19)

(0.12)

(0.05)

0.02

0.08

0.15

5.0

(0.17)

(0.10)

(0.03)

0.04

0.10

0.17

10.0

(0.15)

(0.08)

(0.01)

0.05

0.12

0.19

15.0

(0.14)

(0.07)

0.00

0.07

0.14

0.21

7.4%

7.6%

7.9%

8.2%

8.4%

8.7%

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

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

($0.03)

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.15)

($0.08)

($0.01)

$0.06

$0.12

$0.19

(10.0)

(0.13)

(0.06)

0.01

0.08

0.14

0.21

(5.0)

(0.12)

(0.04)

0.03

0.09

0.16

0.23

(0.10)

(0.03)

0.04

0.11

0.18

0.25

5.0

(0.08)

(0.01)

0.06

0.13

0.20

0.27

10.0

(0.06)

0.01

0.08

0.15

0.22

0.29

15.0

(0.05)

0.03

0.10

0.17

0.24

0.31

7.7%

8.0%

8.3%

8.6%

8.8%

9.1%

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

1.04x

1.09x

1.14x

1.19x

1.24x

1.30x

$24.42

$25.64

$26.86

$28.09

$29.31

$30.53

$0.02

5.0%

10.0%

15.0%

20.0%

25.0%

($15.0)

($0.11)

($0.04)

$0.03

$0.10

$0.17

$0.24

(10.0)

(0.10)

(0.02)

0.05

0.12

0.19

0.26

(5.0)

(0.08)

(0.00)

0.07

0.14

0.21

0.28

(0.06)

0.02

0.09

0.16

0.23

0.30

5.0

(0.04)

0.04

0.11

0.18

0.25

0.32

10.0

(0.02)

0.06

0.13

0.20

0.28

0.35

15.0

(0.00)

0.07

0.15

0.22

0.30

0.37

7.9%

8.2%

8.5%

8.7%

9.0%

9.3%

CMLP 2013E Distribution/LP Unit Accretion/(Dilution) - $

CMLP 2014E Distribution/LP Unit Accretion/(Dilution) - $

CMLP 2015E Distribution/LP Unit Accretion/(Dilution) - $

CMLP 2016E Distribution/LP Unit Accretion/(Dilution) - $

Breakeven Yield

(1)

CMLP Sensitivity Analysis – Downside Financial Projections ($ in millions, except per unit amounts)

Confidential

DRAFT

Pro Forma Impact to CMLP Unitholder –

Downside Financial Projections

138

Summary Pro Forma Impact

For the Quarter Ending

For the Years Ending December 31,

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

Potential CMLP Unit Price Impact:

Distribution / LP Unit - Standalone

$0.51

$2.04

$2.08

CMLP Current Yield

8.1%

CMLP Standalone Projected Unit Price - Current Yield

$25.15

$25.62

Standalone Projected Yield - CMLP Downside Financial Projections

8.5%

Standalone Projected Yield - CMLP Downside Financial Projections

$24.00

$24.45

Distribution / LP Unit - Pro Forma

$0.46

$1.94

$1.86

$1.92

$2.01

$2.09

NRGM Current Yield

6.5%

CMLP Implied Pro Forma Unit Price

$28.34

$29.92

$28.71

$29.70

$31.09

$32.35

CMLP Standalone Unit Price - Current Yield

$25.15

$25.62

CMLP Implied Pro Forma Unit Price

$28.34

$29.92

$28.71

$29.70

$31.09

$32.35

Per Unit Value Accretion / (Dilution) - $

$3.19

$4.77

$3.56

$4.55

$5.94

$6.73

Per Unit Value Accretion / (Dilution) - %

12.7%

19.0%

14.1%

18.1%

23.6%

26.3%

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

7.3%

7.7%

7.4%

7.6%

8.0%

8.2%

CMLP Standalone Unit Price - CMLP Downside Financial Projections

$24.00

$24.45

CMLP Implied Pro Forma Unit Price

$28.34

$29.92

$28.71

$29.70

$31.09

$32.35

Per Unit Value Accretion / (Dilution) - $

$4.34

$5.92

$4.71

$5.70

$7.09

$7.90

Per Unit Value Accretion / (Dilution) - %

18.1%

24.7%

19.6%

23.8%

29.5%

32.3%

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

7.6%

8.1%

7.7%

8.0%

8.4%

8.6%

Potential CMLP Unit Price Impact

Confidential

DRAFT

Benefits

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

139

Overview

Proposed Transaction provides larger scale and more

diversified business mix

–

Combined entity would be 48.4% gathering &

processing, 28.4% storage and transportation,

19.1% NGL and crude supply logistics and

4.1% other

–

Expanded footprint to all the major U.S. shale

plays, excluding the Eagle Ford Shale

–

Reduces Quicksilver and Antero to 28.1% and

29.1%, respectively, of pro forma 2013E

EBITDA

Potentially improved cost of capital

–

NRGM is currently rated ‘BB’

with a “fair”

business risk profile and “significant”

financial

risk profile as compared to CMLP’s ‘B’

credit

rating and “Weak/Aggressive”

profiles

–

NRGM currently has a 6.5% common unit yield

versus CMLP’s current 8.1% common unit yield

Creates a platform that may be better positioned to

compete for new projects

–

Vertically integrated across the natural gas and

NGL value chain

–

Potentially improved cost of capital

Considerations

Ability of CMLP to execute on CMLP Management

Financial Projections and risk of not executing on that

set of projections

Distribution of pro forma distributable cash flow per

unit and distribution per unit for CMLP units

Likely pro forma yield and ability to provide

incremental value for CMLP unitholders despite

dilution

Benefits of potential asset transfers from NRGY

Future accretion in distributable cash flow per

unit

Ability to support pro forma distribution and

credit ratios

Confidential

DRAFT

CAPM WACC Analysis –

CMLP

Weighted Average Cost of Capital

(1)

Source:

Predicted

raw

betas

from

FactSet;

Adjusted

Equity

Beta

calculated

as:

(0.67)

Raw

Beta

+(0.33)

1.0

(2)

Unlevered

Beta

calculated

as:

Adjusted

Equity

Beta

(E/(E

(1-T));

Assumes

corporate

tax

rate

35.0%

(3)

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

(4)

10-year Treasury as of April 25, 2013

(5)

Source: Ibbotson Associates

(6)

Equity

Cost

Capital

calculated

as:

Risk-free

rate

(Levered

Equity

Beta

Market

Risk

Premium)

Small

Company

Risk

Premium

140

Unit Price

Market Equity

Total Debt and

Total Debt /

Adjusted

Unlevered

Partnership

4/25/2013

Value

Preferred Stock

Total Capitalization

Beta

(1)

Beta

(2)

American Midstream Partners, LP

$18.21

$170

$203

54.4%

0.57

0.32

Atlas Pipeline Partners, L.P.

36.18

2,383

1,180

33.1%

1.05

0.80

Access Midstream Partners, L.P.

41.07

7,942

2,500

23.9%

0.66

0.55

Crosstex Energy, L.P.

18.85

1,802

1,036

36.5%

0.91

0.66

DCP Midstream Partners, LP

47.47

2,937

1,620

35.6%

0.70

0.51

MarkWest Energy Partners, L.P.

62.18

9,270

2,523

21.4%

0.75

0.64

Regency Energy Partners LP

26.51

5,451

2,830

34.2%

0.71

0.53

Equity Cost

Southcross Energy Partners, L.P.

21.13

527

450

46.1%

0.62

0.40

of Capital

Summit Midstream Partners, LP

27.13

1,352

199

12.8%

1.08

0.98

Targa Resources Partners LP

46.68

4,848

2,393

33.0%

0.73

0.55

Western Gas Partners, LP

58.64

6,289

1,927

23.5%

0.73

0.61

Mean

28.2%

0.81

0.65

Median

33.0%

0.73

0.61

WACC

Risk-free Rate

(4)

1.7%

Unlevered Beta

0.65

Debt and Preferred / Total Capitalization

28.2%

Adjusted Levered Equity Beta

0.81

Market Risk Premium

(5)

6.6%

Small Company Risk Premium

(5)

1.8%

Equity Cost of Capital

(6)

8.9%

Pre-Tax Cost of Debt

8.0%

After-Tax Cost of Debt

5.2%

WACC

7.8%

WACC

(3)

($ in millions, except per unit amounts)

Confidential

DRAFT

($ in millions, except per unit amounts)

Weighted Average Cost of Capital

(1)

Source:

Predicted

raw

betas

from

FactSet;

Adjusted

Equity

Beta

calculated

as:

(0.67)

Raw

Beta

+(0.33)

1.0

(2)

Unlevered

Beta

calculated

as:

Adjusted

Equity

Beta

(E/(E

(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 25, 2013

(5)

Source: Ibbotson Associates

(6)

Equity

Cost

Capital

calculated

as:

Risk-free

rate

(Levered

Equity

Beta

Market

Risk

Premium)

Small

Company

Risk

Premium

142

Unit Price

Market Equity

Total Debt and

Total Debt /

Adjusted

Unlevered

Partnership

4/25/2013

Value

Preferred Stock

Total Capitalization

Beta

(1)

Beta

(2)

Boardwalk Pipeline Partners, LP

$30.36

$7,143.1

$3,539.2

33.1%

0.73

0.55

El Paso Pipeline Partners, L.P.

43.07

9,483.7

4,246.0

30.9%

0.62

0.48

EQT Midstream Partners, LP

41.25

1,459.7

0.0

0.0%

1.02

Niska Gas Storage Partners LLC

14.96

526.4

400.0

43.2%

0.80

0.54

Equity Cost

PAA Natural Gas Storage, L.P.

22.53

1,634.7

582.1

26.3%

0.79

0.64

of Capital

Spectra Energy Partners, LP

38.17

4,153.3

1,149.3

21.7%

0.74

0.63

TC PipeLines, LP

48.22

2,631.1

691.0

20.8%

0.57

0.48

Mean

29.3%

0.71

0.55

Median

28.6%

0.73

0.54

WACC

Risk-free Rate

(4)

1.7%

Unlevered Beta

0.55

Debt and Preferred / Total Capitalization

29.3%

WACC

Adjusted Levered Equity Beta

0.70

Market Risk Premium

(5)

6.6%

Small Company Risk Premium

(5)

1.8%

Equity Cost of Capital

(6)

8.1%

Pre-Tax Cost of Debt

6.0%

After-Tax Cost of Debt

3.9%

WACC

6.9%

(3)

CAPM WACC Analysis – NRGM