EX-99.(c)(4)

DRAFT

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

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

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

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

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

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

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

Evercore

has

assumed

that

such

estimates

and

forecasts

have

been

reasonably

prepared

bases

reflecting

the

best

currently

available

estimates

and

judgments

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

the

past,

the

present

the

future.

These

materials

were

designed

for

use

specific

persons

familiar

with

the

business

and

affairs

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

confidential

basis

for

use

the

Conflicts

Committee

evaluating

the

potential

transaction

described

herein

and

not

with

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

purchase

any

security

connection

therewith.

Evercore

assumes

obligation

update

otherwise

revise

these

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

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

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

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

impact of the transactions or matters described herein.

DRAFT

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”

“Project

Intrepid”)

As such, the materials herein review the following:

–

A pro forma analysis of the Proposed Transaction assuming the CMLP financial projections sensitivity case as

provided by CMLP management (the “CMLP Management Sensitivity Case”), including a comparison to the CMLP

financial projections previously provided by CMLP management (the “CMLP Management Financial Projections”)

–

An analysis of the pro forma impact of the Proposed Transaction to Inergy, L.P. (“NRGY”) and Crestwood

Holdings, LLC (“Crestwood Holdings”)

–

An analysis of the pro forma impact of certain potential alternatives to the Proposed Transaction to CMLP

unitholders

–

In the appendix, a pro forma analysis of the Proposed Transaction assuming the NRGM financial projections

sensitivity case as provided by CMLP management (the “NRGM Management Sensitivity Case”), including a

comparison

the

NRGM

financial

projections

previously

provided

NRGM

management

(the

“NRGM

Management Financial Projections”)

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

Overview of Materials

Introduction

DRAFT

Confidential

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

CMLP management provided Evercore with the CMLP Management Sensitivity Case, which incorporates the following

assumptions:

–

Operating

and

financial

projections

for

the

year

ending

December

31,

2013

assumed

equal

the

operating

and

financial projections in the CMLP Management Financial Projections

–

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

CMLP Management Financial Projections

Expected to grow at a 5-year CAGR of 3.6%

Natural

gas

processing

volumes

from

the

Barnett

and

Granite

Wash

are

assumed

equal

those

projected

the

CMLP Management Financial Projections

–

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

to 3.6% in the CMLP Management Sensitivity Case based on an assumed deceleration of Antero’s drilling schedule

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

decreased to 12.8% in the CMLP Management Sensitivity Case due to the lower gathering volumes assumed

–

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

in the CMLP Management Sensitivity Case

–

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

managers

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

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

employees

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

–

General and administrative expenses are assumed to equal those projected in the CMLP Management Financial

Projections

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

CMLP Management Sensitivity Case – Assumptions

DRAFT

Confidential

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

–

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

compressor overhauls necessary in the CMLP Management Sensitivity Case given decreased Marcellus volumes

–

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

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

–

Excludes potential other growth capital expenditure opportunities, including:

The potential acquisition of RKI’s 50.0% non-operating interest in the Jackalope Gas Gathering System

(“JGGS”) in the Niobrara Basin, and the further development of that system for $199.1 million in 2013E

The MarkWest Marcellus Bolt-On Acquisition for $125.0 million

The Antero Western AOD Acquisition for $250.0 million

–

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

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

–

Assumes CMLP’s Class D Unit distribution is paid in-kind with additional Class D Units until conversion into 6.8

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

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

fourth quarter of 2013E, respectively

–

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

the

forecast

period

thereafter

opposed

9.0%,

8.5%,

8.0%

the

first,

second

and

third

quarter

2013E,

respectively and 7.5% in all periods thereafter

–

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

utilized to reduce borrowings from CMLP’s revolving credit facility

–

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

Distribution

per

unit

$2.04

each

2013E,

2014E,

2015E

and

2016E,

respectively

–

No interest income on cash balances

CMLP Management Sensitivity Case – Assumptions (cont’d)

DRAFT

Confidential

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

The

following

sets

forth

selected

operating

projections

provided

CMLP

management

utilized

deriving

the

CMLP Management Sensitivity Case herein:

For the Year Ended December 31,

For the Years Ending December 31,

CAGR

2010A

2011A

2012A

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Gathering Volumes (MMcfd)

Barnett Rich

129.5

143.9

163.5

216.1

211.6

210.6

212.9

215.9

(0.0%)

Granite Wash

16.6

17.6

29.7

46.1

58.4

66.4

72.1

24.8%

Avalon

11.5

9.0

6.8

5.2

4.3

3.6

3.1

(17.4%)

Marcellus

227.2

457.1

468.7

486.6

513.3

526.0

3.6%

Total Rich Gathering Volumes

129.5

172.0

417.2

709.7

731.5

759.9

796.2

817.1

3.6%

Barnett Dry

213.8

329.7

268.4

234.9

225.2

212.8

205.4

200.3

(3.9%)

Fayetteville

85.2

86.7

97.9

105.7

109.4

112.8

116.4

4.4%

Haynesville

60.1

50.5

33.6

20.5

18.4

17.0

16.0

(17.0%)

Total Dry Gathering Volumes

213.8

475.0

405.6

366.4

351.4

340.6

335.2

332.7

(2.4%)

Total Gathering

343.3

647.0

822.8

1,076.1

1,082.9

1,100.5

1,131.4

1,149.8

1.7%

Processing Volumes (MMcfd)

Barnett

127.8

131.8

155.7

207.0

202.6

201.6

203.8

206.8

(0.0%)

Granite Wash

12.3

17.5

29.4

45.6

57.8

65.7

71.3

24.8%

Total Processing Volumes

127.8

144.1

173.2

236.4

248.2

259.4

269.6

278.1

4.1%

Compression Volumes (MMcfd)

Marcellus

6.4

331.8

448.4

497.5

524.8

537.5

12.8%

Well Connections

Barnett Rich

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

CMLP Management Sensitivity Case – Selected Operating Projections

DRAFT

Confidential

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

The following sets forth a comparison of selected operating projections in the CMLP Management Financial

Projections and the CMLP Management Sensitivity Case

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Gathering Volumes (MMcfd)

Barnett Rich

Granite Wash

Avalon

Marcellus

(103.8)

(205.4)

(227.2)

(257.3)

Total Rich Gathering Volumes

(103.8)

(205.4)

(227.2)

(257.3)

Barnett Dry

(31.4)

(63.0)

(72.4)

(82.9)

Fayetteville

(11.4)

(51.2)

(92.8)

(119.3)

Haynesville

(11.9)

(24.0)

(29.0)

(33.0)

Total Dry Gathering Volumes

(54.7)

(138.2)

(194.3)

(235.2)

Total Gathering

(158.5)

(343.6)

(421.5)

(492.5)

Processing Volumes (MMcfd)

Barnett

Granite Wash

Total Processing Volumes

Compression Volumes (MMcfd)

Marcellus

(95.6)

(205.4)

(227.2)

(257.3)

Well Connections

Barnett Rich

Granite Wash

Avalon

Marcellus

(59.0)

(26.0)

(31.0)

(32.0)

Total Rich Well Connections

(59.0)

(26.0)

(31.0)

(32.0)

Barnett Dry

(31.0)

(25.0)

(22.0)

Fayetteville

(11.0)

(39.0)

Haynesville

(5.0)

Total Dry Well Connections

(47.0)

(69.0)

(66.0)

Total Well Connections

(106.0)

(95.0)

(97.0)

(98.0)

CMLP Management Sensitivity Case – Comparison to CMLP Management

Financial Projections

DRAFT

Confidential

($ in millions)

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

The following sets forth the CMLP Management Sensitivity Case utilized by Evercore in its analysis herein:

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

Revenue, Less Purchases:

Barnett Rich

$90.5

$93.7

$101.5

$108.4

$115.1

Granite Wash

5.9

10.2

14.0

16.5

18.4

Avalon

0.4

0.3

0.2

Marcellus

69.9

81.7

89.2

96.8

101.6

Total Rich Natural Gas Revenue

$166.7

$185.9

$204.9

$221.9

$235.3

9.0%

Barnett Dry

49.5

46.7

46.8

46.6

46.7

Fayetteville

30.6

33.6

36.6

39.2

41.8

Haynesville

5.3

3.1

2.8

2.5

2.4

Total Dry Natural Gas Revenue

$85.4

$83.4

$86.2

$88.4

$90.9

1.6%

Total Revenue, Less Purchases

$252.1

$269.3

$291.1

$310.3

$326.2

6.7%

Operating Expense:

CMLP Operating Expense

$42.9

$43.9

$45.0

$46.2

$47.4

CMM Operating Expense

7.9

9.8

10.5

10.8

11.1

Total Operating Expense

$50.8

$53.8

$55.5

$57.0

$58.5

3.6%

General and Administrative Expense:

CMLP General and Administrative Expense

$25.4

$26.4

$27.4

$28.5

$29.7

CMM General and Administrative Expense

2.9

3.0

3.2

3.3

3.4

Total General and Administrative Expense

28.3

29.4

30.6

31.8

33.1

4.0%

Plus: Other Corporate Adjustments

0.3

Adjusted EBITDA

$173.3

$186.1

$205.0

$221.4

$234.6

7.9%

CMLP Management Sensitivity Case – EBITDA Buildup

DRAFT

Confidential

CMLP Management Sensitivity Case

($ in millions, except per unit amounts)

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

The following sets forth the CMLP Management Sensitivity Case utilized by Evercore in its analysis herein:

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E -

2017E

Distributable Cash Flow

Adjusted EBITDA

$173.3

$186.1

$205.0

$221.4

$234.6

7.9%

Less: Cash Interest Expense, net

(43.0)

(47.9)

(57.4)

(64.8)

(68.6)

Less: Maintenance Capital Expenditures

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

Plus: Non-Cash Equity Compensation

3.8

4.5

4.7

4.9

5.2

Distributable Cash Flow

$124.8

$135.6

$144.6

$152.7

$159.4

6.3%

Distributed Cash Flow

Common Units (Public)

$69.5

$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

DRAFT

Confidential

CMLP Management Sensitivity Case (cont’d)

($ in millions)

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued (Public)

$119.0

$--

Equity Issued (Crestwood Holdings)

GP Contribution (Crestwood Holdings)

Class D Units Issued for Acquisition of 65.0% of CMM

129.0

Revolver Draw for Acquisition of 65.0% of CMM

129.0

CMM Debt Issued

32.1

19.0

24.9

23.0

22.5

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

46.5

68.3

19.4

11.3

4.1

DCF Surplus / (Shortfall)

(5.5)

(11.6)

(2.6)

5.5

7.6

Contribution from CMLP to CMM

50.0

Less: Financing Fees

(0.5)

Total Funding

$499.6

$75.7

$41.7

$39.8

$34.1

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

$89.1

$87.3

$44.3

$34.3

$26.5

Total Equity Issued

248.0

Uses:

Acquisition of 65.0% of CMM

$258.0

$--

Debt Paydown from 5.175 MM Units Issuance

118.5

(Increase) / Decrease in Working Capital

(3.7)

2.2

Growth Capital Expenditures

126.8

73.5

41.7

39.8

34.1

Total Uses

$499.6

$75.7

$41.7

$39.8

$34.1

Credit Statistics

Debt / Adjusted EBITDA

4.7x

4.9x

4.7x

4.5x

4.3x

Net Debt / Adjusted EBITDA

4.7x

4.9x

4.7x

4.5x

4.3x

Capital Structure

Cash

$0.1

Total Debt

822.8

910.1

954.4

988.7

1,015.2

Net Debt

$822.7

$910.0

$954.3

$988.6

$1,015.1

The following sets forth the funding assumptions utilized in the CMLP Management Financial Projections and

CMLP’s resulting capital structure and credit statistics

DRAFT

Confidential

CMLP Management Sensitivity Case (cont’d)

($ in millions, except per unit amounts)

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

CMLP Management Financial Projections

CMLP Management Sensitivity Case

For the Years Ending December 31,

CAGR

Difference versus CMLP Management Financial Projections

2013E

2014E

2015E

2016E

2017E

2013E - 2017E

2013E

2014E

2015E

2016E

2017E

Distributable Cash Flow

Adjusted EBITDA

$173.3

$186.1

$205.0

$221.4

$234.6

7.9%

$--

($28.7)

($65.3)

($86.4)

($106.0)

Less: Cash Interest Expense, net

(43.0)

(47.9)

(57.4)

(64.8)

(68.6)

0.0

4.6

5.4

2.8

4.2

Less: Maintenance Capital Expenditures

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

Plus: Non-Cash Equity Compensation

3.8

4.5

4.7

4.9

5.2

Distributable Cash Flow

$124.8

$135.6

$144.6

$152.7

$159.4

6.3%

$0.0

($24.0)

($59.9)

($83.6)

($101.7)

DCF / LP Unit

$1.99

$1.94

$2.02

$2.09

$2.14

1.9%

$0.00

($0.20)

($0.49)

($0.69)

($0.84)

Distribution / LP Unit

$2.04

$2.08

0.5%

($0.03)

($0.11)

($0.33)

($0.56)

($0.79)

LP Coverage

0.97x

0.95x

0.99x

1.02x

1.03x

Total Coverage

0.96

0.92

0.98

1.04

1.05

Distributable Cash Flow Surplus / (Shortfall)

($5.5)

($11.6)

($2.6)

$5.5

$7.6

For the Years Ending December 31,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E -

2017E

Distributable Cash Flow

Adjusted EBITDA

$173.3

$214.8

$270.3

$307.9

$340.6

18.4%

Less: Cash Interest Expense, net

(43.0)

(52.5)

(62.8)

(67.6)

(72.8)

Less: Maintenance Capital Expenditures

(9.3)

(7.2)

(7.7)

(8.9)

(11.8)

Plus: Non-Cash Equity Compensation

3.8

4.5

4.7

4.9

5.2

Distributable Cash Flow

$124.7

$159.6

$204.4

$236.3

$261.1

20.3%

DCF / LP Unit

$1.99

$2.14

$2.51

$2.78

$2.98

10.6%

Distribution / LP Unit

$2.07

$2.15

$2.37

$2.60

$2.86

8.4%

LP Coverage

0.96x

1.00x

1.06x

1.07x

1.04x

Total Coverage

0.93

0.99

1.09

1.10

1.06

Distributable Cash Flow Surplus / (Shortfall)

($8.7)

($1.1)

$17.7

$20.9

$14.2

DRAFT

Confidential

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

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

Transaction, utilizing the CMLP Management Sensitivity Case and the NRGM Management Financial Projections

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

$25.64 per unit, plus $0.41 in cash for a total value of $26.06 per CMLP unit, representing a total enterprise value

of $2.4 billion or 12.7x 2014E EBITDA

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

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

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

CMLP’s projected total debt outstanding of $787.4 million as of July 1, 2013 assumed by NRGM,

without triggering change of control provisions

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

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

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

Transaction

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

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

6.48%

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

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

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

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

Assumptions – Pro Forma Analysis Utilizing the CMLP Management Sensitivity Case

DRAFT

Confidential

($ in millions, except per unit amounts)

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

Sources and Uses

Transaction Economics

Net NRGM Equity Issued

$1,545.8

Cash Consideration

25.0

Equity Value

$1,570.8

CMLP Net Debt Assumed as of July 1, 2013

787.4

Transaction Enterprise Value

$2,358.2

Assumed Annual Synergies:

2013E Annual Synergies

$10.0

2014E Annual Synergies

15.0

2015E Annual Synergies

20.0

CMLP Enterprise Value as a Multiple of:

Data

Multiple

2013E EBITDA

$173.3

13.6x

2014E EBITDA

186.1

12.7

2015E EBITDA

205.0

11.5

2013E EBITDA + Synergies

$183.3

12.9x

2014E EBITDA + Synergies

201.1

11.7

2015E EBITDA + Synergies

225.0

10.5

CMLP Equity Value as a Multiple of:

Data

Multiple

2013E DCF

$124.8

12.6x

2014E DCF

135.6

11.6

2015E DCF

144.6

10.9

2013E DCF + Synergies

$134.8

11.7x

2014E DCF + Synergies

150.6

10.4

2015E DCF + Synergies

164.6

9.5

CMLP 20-Day VWAP

$24.42

Offer Premium to CMLP's 20-Day VWAP

5.0%

Offer Price

$25.64

NRGM 20-Day VWAP

23.55

CMLP / NRGM Exchange Ratio

1.09x

Value of Equity Consideration

$25.64

Value of Cash Consideration

0.41

Total Consideration per CMLP Unit

$26.06

Consideration per CMLP Unit

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

Total CMLP LP Units Outstanding

(1)

60.3

Less: CMLP LP Units Owned by Crestwood Holdings

(1)

(26.2)

CMLP LP Units Owned by the Public

34.1

Assumed LP Unit Price @ 5.0% Premium to $24.42

$25.64

Acquired Equity Value of Public CMLP Unitholders

$874.0

CMLP LP Units Owned by Crestwood Holdings and NRGY

26.2

Assumed LP Unit Price @ 5.0% Premium to $24.42

$25.64

Acquired Equity Value of Crestwood Holdings and NRGY Unitholders

$671.8

Total Acquired LP Equity Value

$1,545.8

Plus: Transaction Fees

20.0

Plus: One-Time Integration Expenses

15.0

Plus: Management Change of Control Payments

10.0

Plus: Cash Consideration

25.0

Less: Funding on NRGM Revolver

(70.0)

Net NRGM Equity Issued

$1,545.8

Net NRGM LP Equity Issued

$1,545.8

NRGM 20-Day VWAP

$23.55

New NRGM LP Units Issued

65.6

CMLP Pro Forma Ownership of NRGM

43.3%

Transaction Economics – CMLP Management Sensitivity Case

DRAFT

Confidential

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

CMLP Accretion / (Dilution)

For the Quarter Ending

For the Years Ending December 31,

CAGR

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

CMLP Accretion / (Dilution):

DCF / LP Unit - Standalone

$0.50

$0.52

$1.99

$1.94

$2.02

$2.09

$2.14

3.3%

DCF / LP Unit - Pro Forma

$0.47

$0.49

$1.94

$1.96

$2.04

$2.11

$2.19

3.7%

Accretion / (Dilution) - $

($0.03)

($0.02)

($0.05)

$0.02

$0.05

Accretion / (Dilution) - %

(5.6%)

(4.7%)

(2.6%)

0.9%

1.2%

2.1%

Distribution / LP Unit - Standalone

$0.51

$2.04

$2.08

0.6%

Distribution / LP Unit - Pro Forma

$0.46

$1.94

$1.90

$1.99

$2.07

$2.11

3.5%

Accretion / (Dilution) - $

($0.05)

($0.10)

($0.14)

($0.05)

$0.03

$0.04

Accretion / (Dilution) - %

(10.0%)

(5.0%)

(6.7%)

(2.2%)

1.7%

Standalone Distribution Coverage

0.97x

1.02x

0.96x

0.92x

0.98x

1.04x

1.05x

Pro Forma Distribution Coverage

1.05

1.12

1.03

1.05

1.04

1.03

1.06

Standalone Debt/EBITDA

4.7x

4.9x

4.7x

4.5x

4.3x

Pro Forma Debt/EBITDA

4.3

4.0

3.8

3.4

3.2

Pro Forma Impact – CMLP Unitholder – CMLP Management Sensitivity Case

DRAFT

Confidential

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

For the Quarter Ending

For the Years Ending December 31,

CAGR

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

NRGM Accretion / (Dilution):

DCF / LP Unit - Standalone

$0.42

$0.44

$1.62

$1.77

$1.83

$1.89

$1.96

3.6%

DCF / LP Unit - Pro Forma

$0.43

$0.45

$1.65

$1.80

$1.88

$1.94

$2.01

3.7%

Accretion / (Dilution) - $

$0.02

$0.01

$0.03

$0.04

$0.05

$0.04

Accretion / (Dilution) - %

4.2%

2.8%

1.8%

2.0%

2.4%

2.6%

2.3%

Distribution / LP Unit - Standalone

$0.41

$1.61

$1.72

$1.79

$1.86

$1.89

3.2%

Distribution / LP Unit - Pro Forma

0.42

1.64

1.75

1.83

1.90

1.94

3.5%

Accretion / (Dilution) - $

$0.02

$0.01

$0.03

$0.04

$0.05

Accretion / (Dilution) - %

4.1%

2.8%

1.8%

1.9%

2.3%

2.6%

2.8%

Standalone Distribution Coverage

1.05x

1.13x

1.01x

1.07x

1.04x

1.03x

1.06x

Pro Forma Distribution Coverage

1.05

1.12

1.03

1.05

1.04

1.03

1.06

Standalone Debt/EBITDA

4.0x

3.6x

3.9x

3.7x

3.3x

Pro Forma Debt/EBITDA

4.3

4.0

3.8

3.4

3.2

NRGM Accretion / (Dilution)

Pro Forma Impact – NRGM Unitholder – CMLP Management Sensitivity Case

DRAFT

Confidential

Summary Contribution Analysis

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

(1)

Adjusted for CMLP and NRGM projected net debt outstanding as of July 1, 2013

(2)

Proposed

exchange

ratio

excludes

cash

consideration

$0.41

per

unit

CMLP Management Financial Projections

CMLP Management Sensitivity Case

Implied

Exchange

Ratio

Pro Forma Ownership Based on Proposed

Exchange Ratio

1.089x

2013E Distributable Cash Flow

1.178x

2014E Distributable Cash Flow

1.290x

1.096x

2015E Distributable Cash Flow

1.546x

1.093x

2013E EBITDA

(1)

1.181x

2014E EBITDA

(1)

1.274x

1.034x

2015E EBITDA

(1)

1.584x

1.062x

DCF Equity Value

1.360x

0.847x

Precedent Transactions Equity Value

0.981x

0.865x

Peer Group Trading Equity Value

1.100x

0.951x

Relevant Range

Implied Exchange Ratio

Proposed Exchange Ratio

(2)

52.8%

Crestwood

Inergy Midstream

45.2%

54.8%

47.5%

52.5%

43.3%

56.7%

43.6%

56.4%

52.6%

47.4%

48.8%

52.0%

Inergy Midstream

45.3%

54.7%

43.5%

56.5%

43.3%

56.7%

Crestwood

48.0%

45.3%

54.7%

47.2%

43.4%

62.7%

37.3%

56.6%

45.3%

54.7%

42.1%

57.9%

42.7%

57.3%

54.7%

51.2%

40.8%

59.2%

40.0%

60.0%

37.3%

62.7%

37.8%

62.2%

1.584x

0.847x

1.181x

40.8%

1.089x

52.6%

59.2%

47.4%

1.089x

0.981x

45.3%

DRAFT

Confidential

Summary Pro Forma Accretion/Dilution Results

Summary Pro Forma Impact Assuming CMLP Management Sensitivity Case

(1)

Based on CMLP’s current 8.1% yield

Standalone

Pro Forma

CMLP Management

Financial Projections

Sensitivity Case

Financial Projections

Sensitivity Case

CMLP Management

NRGM Management Financial Projections

NRGM Management Sensitivity Case

Financial

Sensitivity

Breakeven

Projections

Case

CMLP

Yield

(1)

CMLP

Yield

(1)

CMLP

Yield

(1)

CMLP

Yield

(1)

CY 2014E CMLP DCF / LP Unit

$2.14

$1.94

$2.06

7.8%

$1.96

7.8%

$2.01

7.6%

$1.91

7.6%

Accretion / (Dilution) - $

($0.08)

$0.02

($0.14)

($0.04)

CY 2015E CMLP DCF / LP Unit

$2.51

$2.02

$2.26

7.8%

$2.04

8.1%

$2.18

7.5%

$1.96

7.8%

Accretion / (Dilution) - $

($0.25)

$0.02

($0.33)

($0.06)

CY 2016E CMLP DCF / LP Unit

$2.78

$2.09

$2.39

7.4%

$2.11

8.4%

$2.25

7.0%

$1.97

7.8%

Accretion / (Dilution) - $

($0.39)

$0.02

($0.53)

($0.12)

CY 2017E CMLP DCF / LP Unit

$2.98

$2.14

$2.51

7.1%

$2.19

8.5%

$2.26

6.4%

$1.93

7.5%

Accretion / (Dilution) - $

($0.47)

$0.05

($0.72)

($0.21)

CY 2014E CMLP Distribution / LP Unit

$2.15

$2.04

$2.00

7.5%

$1.90

7.6%

$1.95

7.3%

$1.86

7.4%

Accretion / (Dilution) - $

($0.15)

($0.14)

($0.20)

($0.18)

CY 2015E CMLP Distribution / LP Unit

$2.37

$2.04

$2.21

7.6%

$1.99

7.9%

$2.14

7.3%

$1.92

7.6%

Accretion / (Dilution) - $

($0.16)

($0.05)

($0.23)

($0.12)

CY 2016E CMLP Distribution / LP Unit

$2.60

$2.04

$2.34

7.3%

$2.07

8.2%

$2.31

7.2%

$2.01

8.0%

Accretion / (Dilution) - $

($0.26)

$0.03

($0.30)

($0.03)

CY 2017E CMLP Distribution / LP Unit

$2.86

$2.08

$2.42

6.9%

$2.11

8.2%

$2.48

7.0%

$2.09

8.2%

Accretion / (Dilution) - $

($0.44)

$0.04

($0.38)

$0.02

CY 2014E - 2017E Distribution Growth

10.0%

0.6%

6.7%

3.5%

8.4%

4.1%

Debt Metrics

CY 2014E Debt/EBITDA

4.4x

4.9x

3.8x

4.0x

3.9x

4.1x

CY 2015E Debt/EBITDA

3.7x

4.7x

3.5x

3.8x

3.5x

3.9x

CY 2016E Debt/EBITDA

3.4x

4.5x

3.1x

3.4x

3.1x

3.6x

CY 2017E Debt/EBITDA

3.2x

4.3x

2.8x

3.2x

3.7x

DRAFT

Confidential

Pro Forma Impact to NRGY & Crestwood Holdings

Summary Pro Forma Impact of Proposed Transaction to NRGY and Crestwood Holdings

The following sets forth the pro forma impact to NRGY and Crestwood Holdings based on the Proposed

Transaction utilizing the CMLP Management Financial Projections and the NRGM Management

Financial Projections

CMLP Management Financial Projections and the NRGM Management Financial Projections

For the Quarter Ending

For the Years Ending December 31,

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

NRGM GP/IDR Cash Flow Standalone

$2.1

$2.6

$3.0

$3.4

$11.2

$20.2

$26.8

$33.4

$36.6

CMLP GP/IDR Cash Flow Standalone

5.2

5.7

6.2

22.2

30.3

43.4

57.7

73.5

Total Combined GP/IDR Cash Flows Standalone

$7.3

$7.7

$8.7

$9.6

$33.3

$50.5

$70.1

$91.1

$110.1

Pro Forma NRGM GP/IDR Cash Flow

$7.3

$7.7

$7.9

$30.8

$54.8

$85.7

$109.7

$125.0

Incremental Combined GP/IDR Cash Flow Created

$--

($0.8)

($1.7)

(2.6)

$4.3

$15.5

$18.6

$14.9

Crestwood Holdings Economics

CMLP Standalone LP Unit Distributions Forgone

$--

($10.2)

($10.4)

(20.7)

(57.0)

($62.7)

($69.0)

($75.9)

Less: CMLP GP/IDRs Forgone

(5.7)

(6.2)

(11.9)

(30.3)

(43.4)

(57.7)

(73.5)

Plus: Distributions on NRGM LP Units Owned by Crestwood Holdings

9.2

18.3

39.8

44.0

46.7

48.3

Plus: 29.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

2.3

4.6

15.9

24.8

31.8

36.3

Plus: 29.0% of Pro Forma Distributions on NRGM Units Currently Owned by NRGY

6.9

13.8

30.0

33.1

35.2

36.4

Plus: 29.0% of Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

0.8

1.7

3.6

4.0

4.3

4.4

Plus: Pro-Rata Share of $25.0 MM Payment from NRGM

8.3

Plus: 29.0% of Pro-Rata Share of $25.0MM Payment from NRGM (NRGY Ownership)

0.8

Less: Up-Front Payment to Acquire IHGP

(75.0)

Net Cash Flow Differential to Crestwood Holdings

$--

($62.7)

$2.5

($60.2)

$2.0

($0.2)

($8.7)

($24.0)

Original NRGY Unitholder Economics

Standalone Distributions on NRGM Units Forgone

$--

($22.8)

($23.1)

($46.0)

($96.7)

($100.9)

($104.7)

($106.4)

Plus: 71.0% Pro Forma Distributions on NRGM Units Currently Owned by NRGY

16.9

$33.8

$73.4

81.1

86.2

89.1

Plus: 71.0% Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

2.0

$4.1

$8.9

9.8

10.4

10.8

Less: Standalone NRGM GP Cash Flow

(3.0)

(3.4)

(6.4)

(20.2)

(26.8)

(33.4)

(36.6)

Plus: 71.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

5.6

11.2

38.9

60.8

77.9

88.8

Plus: 71.0% of Pro-Rata Share of $25.0 MM Payment from NRGM

1.8

Net Cash Flow Differential to NRGY's Unitholders

$--

$0.5

($2.0)

($1.5)

$4.3

$24.0

$36.4

$45.6

DRAFT

Confidential

Pro Forma Impact to NRGY & Crestwood Holdings (cont’d)

Summary Pro Forma Impact of Proposed Transaction to NRGY and Crestwood Holdings

The following sets forth the pro forma impact to NRGY and Crestwood Holdings based on the Proposed

Transaction utilizing the CMLP Management Sensitivity Case and the NRGM Management Financial

Projections

CMLP Management Sensitivity Case and the NRGM Management Financial Projections

For the Quarter Ending

For the Years Ending December 31,

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

NRGM GP/IDR Cash Flow Standalone

$2.1

$2.6

$3.0

$3.4

$11.2

$20.2

$26.8

$33.4

$36.6

CMLP GP/IDR Cash Flow Standalone

5.2

5.1

20.6

23.6

25.9

Total Combined GP/IDR Cash Flows Standalone

$7.3

$7.7

$8.2

$8.6

$31.8

$43.8

$50.3

$57.0

$62.5

Pro Forma NRGM GP/IDR Cash Flow

$7.3

$7.7

$7.9

$30.8

$41.5

$55.3

$69.3

$77.1

Incremental Combined GP/IDR Cash Flow Created

$--

($0.3)

($0.7)

(1.0)

($2.3)

$5.0

$12.3

$14.6

Crestwood Holdings Economics

CMLP Standalone LP Unit Distributions Forgone

$--

($10.0)

(20.1)

(54.1)

($54.1)

($55.1)

Less: CMLP GP/IDRs Forgone

(5.1)

(10.3)

(23.6)

(25.9)

Plus: Distributions on NRGM LP Units Owned by Crestwood Holdings

9.2

18.3

37.9

39.8

41.3

42.1

Plus: 29.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

2.3

4.6

12.0

16.0

20.1

22.4

Plus: 29.0% of Pro Forma Distributions on NRGM Units Currently Owned by NRGY

6.9

13.8

28.6

30.0

31.2

31.7

Plus: 29.0% of Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

0.8

1.7

3.5

3.6

3.8

Plus: Pro-Rata Share of $25.0 MM Payment from NRGM

8.3

Plus: 29.0% of Pro-Rata Share of $25.0MM Payment from NRGM (NRGY Ownership)

0.8

Less: Up-Front Payment to Acquire IHGP

(75.0)

Net Cash Flow Differential to Crestwood Holdings

$--

($62.0)

$4.0

($58.0)

$4.4

$11.7

$18.7

$19.1

Original NRGY Unitholder Economics

Standalone Distributions on NRGM Units Forgone

$--

($22.8)

($23.1)

($46.0)

($96.7)

($100.9)

($104.7)

($106.4)

Plus: 71.0% Pro Forma Distributions on NRGM Units Currently Owned by NRGY

16.9

$33.8

$70.0

73.3

76.3

77.7

Plus: 71.0% Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

2.0

$4.1

$8.5

8.9

9.2

9.4

Less: Standalone NRGM GP Cash Flow

(3.0)

(3.4)

(6.4)

(20.2)

(26.8)

(33.4)

(36.6)

Plus: 71.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

5.6

11.2

29.4

39.3

49.2

54.7

Plus: 71.0% of Pro-Rata Share of $25.0 MM Payment from NRGM

1.8

Net Cash Flow Differential to NRGY's Unitholders

$--

$0.5

($2.0)

($1.5)

($9.0)

($6.2)

($3.4)

($1.2)

DRAFT

Confidential

Pro Forma Impact to NRGY & Crestwood Holdings (cont’d)

Summary Pro Forma Impact of Proposed Transaction to NRGY and Crestwood Holdings

The following sets forth the pro forma impact to NRGY and Crestwood Holdings based on the Proposed

Transaction utilizing the CMLP Management Sensitivity Case and the NRGM Management Sensitivity

Case

CMLP Management Sensitivity Case and the NRGM Management Sensitivity Case

For the Quarter Ending

For the Years Ending December 31,

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

NRGM GP/IDR Cash Flow Standalone

$2.1

$2.5

$8.9

$13.0

$14.9

$15.2

$15.8

CMLP GP/IDR Cash Flow Standalone

5.2

5.1

20.6

23.6

25.9

Total Combined GP/IDR Cash Flows Standalone

$7.3

$7.6

$29.5

$36.6

$38.5

$38.8

$41.7

Pro Forma NRGM GP/IDR Cash Flow

$7.3

$7.8

$30.2

$34.9

$44.2

$58.1

$71.3

Incremental Combined GP/IDR Cash Flow Created

$--

$0.5

$0.2

0.8

($1.7)

$5.8

$19.3

$29.7

Crestwood Holdings Economics

CMLP Standalone LP Unit Distributions Forgone

$--

($10.0)

(20.1)

(54.1)

($54.1)

($55.1)

Less: CMLP GP/IDRs Forgone

(5.1)

(10.3)

(23.6)

(25.9)

Plus: Distributions on NRGM LP Units Owned by Crestwood Holdings

9.1

18.3

37.0

38.3

40.1

41.7

Plus: 29.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

2.3

4.5

10.1

12.8

16.9

20.7

Plus: 29.0% of Pro Forma Distributions on NRGM Units Currently Owned by NRGY

6.9

13.8

27.9

28.9

30.2

31.5

Plus: 29.0% of Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

0.8

1.7

3.4

3.5

3.7

3.8

Plus: Pro-Rata Share of $25.0 MM Payment from NRGM

8.3

Plus: 29.0% of Pro-Rata Share of $25.0MM Payment from NRGM (NRGY Ownership)

0.8

Less: Up-Front Payment to Acquire IHGP

(75.0)

Net Cash Flow Differential to Crestwood Holdings

$--

($62.0)

$4.0

($58.1)

$0.8

$5.9

$13.2

$16.7

Original NRGY Unitholder Economics

Standalone Distributions on NRGM Units Forgone

$--

($22.3)

($22.5)

($44.7)

($92.0)

($93.2)

Plus: 71.0% Pro Forma Distributions on NRGM Units Currently Owned by NRGY

16.9

$33.7

$68.3

70.7

74.0

77.0

Plus: 71.0% Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

2.0

$4.1

$8.3

8.6

9.0

9.3

Less: Standalone NRGM GP Cash Flow

(2.1)

(2.5)

(4.6)

(13.0)

(14.9)

(15.2)

(15.8)

Plus: 71.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

5.5

5.6

11.1

24.8

31.4

41.3

50.6

Plus: 71.0% of Pro-Rata Share of $25.0 MM Payment from NRGM

1.8

Net Cash Flow Differential to NRGY's Unitholders

$--

$1.9

($0.4)

$1.4

($3.6)

$2.6

$15.8

$28.0

DRAFT

Confidential

Pro Forma Impact to NRGY & Crestwood Holdings (cont’d)

Summary Pro Forma Impact of Proposed Transaction to NRGY and Crestwood Holdings

The following sets forth the pro forma impact to NRGY and Crestwood Holdings based on the Proposed

Transaction utilizing the CMLP Management Financial Projections and the NRGM Management

Sensitivity Case

CMLP Management Financial Projections and the NRGM Management Sensitivity Case

For the Quarter Ending

For the Years Ending December 31,

3/31/13E

6/30/13E

9/30/13E

12/31/13E

2013E

2014E

2015E

2016E

2017E

NRGM GP/IDR Cash Flow Standalone

$2.1

$2.5

$8.9

$13.0

$14.9

$15.2

$15.8

CMLP GP/IDR Cash Flow Standalone

5.2

5.7

6.2

22.2

30.3

43.4

57.7

73.5

Total Combined GP/IDR Cash Flows Standalone

$7.3

$7.8

$8.6

$31.1

$43.4

$58.2

$72.9

$89.2

Pro Forma NRGM GP/IDR Cash Flow

$7.3

$7.8

$30.2

$47.4

$74.6

$100.9

$128.5

Incremental Combined GP/IDR Cash Flow Created

$--

($0.0)

($0.8)

(0.8)

$4.0

$16.4

$28.0

$39.3

Crestwood Holdings Economics

CMLP Standalone LP Unit Distributions Forgone

$--

($10.2)

($10.4)

(20.7)

(57.0)

($62.7)

($69.0)

($75.9)

Less: CMLP GP/IDRs Forgone

(5.7)

(6.2)

(11.9)

(30.3)

(43.4)

(57.7)

(73.5)

Plus: Distributions on NRGM LP Units Owned by Crestwood Holdings

9.1

18.3

38.8

42.6

46.0

49.4

Plus: 29.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

2.3

4.5

13.7

21.6

29.3

37.3

Plus: 29.0% of Pro Forma Distributions on NRGM Units Currently Owned by NRGY

6.9

13.8

29.2

32.1

34.6

37.2

Plus: 29.0% of Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

0.8

1.7

3.5

3.9

4.2

4.5

Plus: Pro-Rata Share of $25.0 MM Payment from NRGM

8.3

Plus: 29.0% of Pro-Rata Share of $25.0MM Payment from NRGM (NRGY Ownership)

0.8

Less: Up-Front Payment to Acquire IHGP

(75.0)

Net Cash Flow Differential to Crestwood Holdings

$--

($62.8)

$2.5

($60.2)

($2.1)

($5.9)

($12.6)

($21.0)

Original NRGY Unitholder Economics

Standalone Distributions on NRGM Units Forgone

$--

($22.3)

($22.5)

($44.7)

($92.0)

($93.2)

Plus: 71.0% Pro Forma Distributions on NRGM Units Currently Owned by NRGY

16.9

$33.7

$71.5

78.6

84.8

91.1

Plus: 71.0% Pro Forma Distributions on NRGM Units Received from Crestwood Holdings

2.0

$4.1

$8.7

9.5

10.3

11.0

Less: Standalone NRGM GP Cash Flow

(2.1)

(2.5)

(4.6)

(13.0)

(14.9)

(15.2)

(15.8)

Plus: 71.0% of NRGY's Pro Forma NRGM GP/IDR Cash Flow

5.5

5.6

11.1

33.6

53.0

71.7

91.3

Plus: 71.0% of Pro-Rata Share of $25.0 MM Payment from NRGM

1.8

Net Cash Flow Differential to NRGY's Unitholders

$--

$1.9

($0.4)

$1.4

$8.8

$33.0

$58.3

$84.5

DRAFT

Confidential

Overview

Evercore, at the Conflicts Committee’s request, has analyzed the impact to CMLP unitholders of the following

suggested changes to the Proposed Transaction

–

Incorporating a general partner incentive distribution right giveback (“GP IDR Giveback”) for 12 quarters

immediately preceding the closing date of the Proposed Transaction, including sensitivities with respect to

GP IDR givebacks of up to 100.0% of the incremental GP IDRs generated from the Proposed Transaction

–

premium

for

the

CMLP

units

exchanged

Crestwood

Holdings

the

Proposed

Transaction

–

Incorporating additional cash compensation from Crestwood Holdings to CMLP unitholders of up to $50.0

million

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction

DRAFT

Confidential

Note: Total GP IDR Giveback includes 12 quarters immediately proceeding the closing date of the Proposed Transaction

The following sets forth the impact on pro forma distribution per unit and resulting break even yield for CMLP

unitholders assuming various levels of a GP IDR Giveback assuming the NRGM Management Financial

Projections, the CMLP Management Financial Projections and the CMLP Management Sensitivity Case

NRGM Management Financial Projections and the CMLP Management Financial Projections

NRGM Management Financial Projections and the CMLP Management Sensitivity Case

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

($0.13)

($0.15)

($0.16)

($0.26)

($0.44)

12.5%/ $4.7

(0.13)

(0.15)

(0.14)

(0.25)

(0.44)

25.0%/ $9.4

(0.13)

(0.14)

(0.13)

(0.24)

(0.44)

37.5%/ $14.1

(0.13)

(0.11)

(0.23)

(0.44)

50.0%/ $18.7

(0.13)

(0.10)

(0.22)

(0.44)

62.5%/ $23.4

(0.13)

(0.12)

(0.08)

(0.21)

(0.44)

75.0%/ $28.1

(0.13)

(0.11)

(0.06)

(0.20)

(0.44)

87.5%/ $32.8

(0.13)

(0.10)

(0.05)

(0.19)

(0.44)

100.0%/ $37.5

(0.13)

(0.10)

(0.03)

(0.18)

(0.44)

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.6%

7.5%

7.6%

7.3%

6.9%

12.5%/ $4.7

7.6%

7.3%

6.9%

25.0%/ $9.4

7.6%

7.7%

7.4%

6.9%

37.5%/ $14.1

7.6%

7.7%

7.4%

6.9%

50.0%/ $18.7

7.6%

7.8%

7.4%

6.9%

62.5%/ $23.4

7.6%

7.7%

7.8%

7.5%

6.9%

75.0%/ $28.1

7.6%

7.7%

7.9%

7.5%

6.9%

87.5%/ $32.8

7.6%

7.7%

7.9%

7.5%

6.9%

100.0%/ $37.5

7.6%

7.7%

8.0%

7.5%

6.9%

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

($0.10)

($0.14)

($0.05)

$0.03

$0.04

12.5%/ $2.1

(0.10)

(0.14)

(0.04)

0.04

25.0%/ $4.2

(0.10)

(0.13)

(0.03)

0.05

0.04

37.5%/ $6.2

(0.10)

(0.13)

(0.03)

0.05

0.04

50.0%/ $8.3

(0.10)

(0.13)

(0.02)

0.06

0.04

62.5%/ $10.4

(0.10)

(0.13)

(0.01)

0.07

0.04

75.0%/ $12.5

(0.10)

(0.13)

(0.01)

0.07

0.04

87.5%/ $14.6

(0.10)

(0.13)

0.00

0.08

0.04

100.0%/ $16.7

(0.10)

(0.13)

0.01

0.09

0.04

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.7%

7.6%

7.9%

8.2%

12.5%/ $2.1

7.7%

7.6%

8.0%

8.3%

8.2%

25.0%/ $4.2

7.7%

7.6%

8.0%

8.3%

8.2%

37.5%/ $6.2

7.7%

7.6%

8.0%

8.3%

50.0%/ $8.3

7.7%

7.6%

8.0%

8.3%

62.5%/ $10.4

7.7%

7.6%

8.1%

8.4%

8.3%

75.0%/ $12.5

7.7%

7.6%

8.1%

8.4%

8.3%

87.5%/ $14.6

7.7%

7.6%

8.1%

8.4%

8.3%

100.0%/ $16.7

7.7%

7.6%

8.1%

8.5%

8.3%

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction

Pro Forma Impact of GP IDR Giveback

CMLP Breakeven Yield

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

CMLP Breakeven Yield

Pro Forma Impact of GP IDR Giveback (cont’d)

Note: Total GP IDR Giveback includes 12 quarters immediately proceeding the closing date of the Proposed Transaction

The following sets forth the impact on pro forma distribution per unit and resulting break even yield for CMLP

unitholders assuming various levels of a GP IDR Giveback assuming the NRGM Management Sensitive Case,

the CMLP Management Financial Projections and the CMLP Management Sensitivity Case

NRGM Management Sensitivity Case and the CMLP Management Sensitivity Case

NRGM Management Sensitivity Case and the CMLP Management Financial Projections

Confidential

DRAFT

CMLP Breakeven Yield

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.7%

7.4%

7.6%

8.0%

8.2%

12.5%/ $2.8

7.7%

7.4%

7.7%

8.0%

8.2%

25.0%/ $5.6

7.7%

7.4%

7.7%

8.1%

8.2%

37.5%/ $8.4

7.7%

7.4%

7.7%

8.1%

8.2%

50.0%/ $11.2

7.7%

7.4%

7.8%

8.2%

62.5%/ $14.0

7.7%

7.4%

7.8%

8.2%

75.0%/ $16.8

7.7%

7.4%

7.8%

8.2%

87.5%/ $19.6

7.7%

7.4%

7.9%

8.3%

8.2%

100.0%/ $22.4

7.8%

7.4%

7.9%

8.3%

8.2%

For the Years Ending December` 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

($0.10)

($0.18)

($0.12)

($0.03)

$0.02

12.5%/ $2.8

(0.10)

(0.18)

(0.11)

(0.02)

0.02

25.0%/ $5.6

(0.10)

(0.18)

(0.10)

(0.01)

0.02

37.5%/ $8.4

(0.10)

(0.18)

(0.09)

0.00

0.02

50.0%/ $11.2

(0.10)

(0.18)

(0.09)

0.01

0.02

62.5%/ $14.0

(0.09)

(0.17)

(0.08)

0.02

75.0%/ $16.8

(0.09)

(0.17)

(0.07)

0.03

0.02

87.5%/ $19.6

(0.09)

(0.17)

(0.07)

0.04

0.02

100.0%/ $22.4

(0.09)

(0.17)

(0.06)

0.05

0.02

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

($0.13)

($0.20)

($0.23)

($0.30)

($0.38)

12.5%/ $5.4

(0.13)

(0.20)

(0.21)

(0.28)

(0.38)

25.0%/ $10.8

(0.13)

(0.19)

(0.20)

(0.27)

(0.38)

37.5%/ $16.2

(0.13)

(0.18)

(0.26)

(0.38)

50.0%/ $21.6

(0.13)

(0.18)

(0.16)

(0.24)

(0.38)

62.5%/ $27.0

(0.13)

(0.17)

(0.14)

(0.23)

(0.38)

75.0%/ $32.5

(0.13)

(0.16)

(0.13)

(0.21)

(0.38)

87.5%/ $37.9

(0.13)

(0.16)

(0.11)

(0.20)

(0.38)

100.0%/ $43.3

(0.13)

(0.15)

(0.09)

(0.19)

(0.38)

CMLP Breakeven Yield

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

0.0%/ $0.0

7.6%

7.3%

7.2%

7.0%

12.5%/ $5.4

7.6%

7.4%

7.2%

7.0%

25.0%/ $10.8

7.6%

7.4%

7.3%

7.0%

37.5%/ $16.2

7.6%

7.4%

7.5%

7.3%

7.0%

50.0%/ $21.6

7.6%

7.4%

7.6%

7.4%

7.0%

62.5%/ $27.0

7.6%

7.5%

7.6%

7.4%

7.0%

75.0%/ $32.5

7.6%

7.5%

7.7%

7.4%

7.0%

87.5%/ $37.9

7.6%

7.5%

7.7%

7.5%

7.0%

100.0%/ $43.3

7.6%

7.5%

7.8%

7.5%

7.0%

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

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction

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

DRAFT

Confidential

Pro Forma Impact of Crestwood Holdings CMLP Units Receiving No Premium

The following sets forth the impact on pro forma distributions and resulting break even yield for CMLP

unitholders assuming Crestwood Holdings receives no premium for its wholly owned CMLP units exchanged for

NRGM units assuming the NRGM Management Financial Projections, the CMLP Management Financial

Projections and the CMLP Management Sensitivity Case

NRGM Management Financial Projections and the CMLP Management Financial Projections

NRGM Management Financial Projections and the CMLP Management Sensitivity Case

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

($0.13)

($0.15)

($0.16)

($0.26)

($0.44)

(0.13)

(0.14)

(0.15)

(0.25)

(0.42)

No Premium on Affiliate Owned Units

(0.13)

(0.14)

(0.15)

(0.25)

(0.42)

CMLP Breakeven Yield

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

7.6%

7.5%

7.6%

7.3%

6.9%

No Premium on Affiliate Owned Units

7.6%

7.3%

6.9%

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

($0.10)

($0.14)

($0.05)

$0.03

$0.04

(0.10)

(0.13)

(0.03)

0.05

No Premium on Affiliate Owned Units

(0.10)

(0.13)

(0.03)

0.05

CMLP Breakeven Yield

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

7.7%

7.6%

7.9%

8.2%

No Premium on Affiliate Owned Units

7.7%

7.6%

8.0%

8.3%

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction

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

DRAFT

Confidential

Pro Forma Impact of Crestwood Holdings CMLP Units Receiving No Premium (cont’d)

NRGM Management Sensitivity Case and the CMLP Management Sensitivity Case

NRGM Management Sensitivity Case and the CMLP Management Financial Projections

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

($0.10)

($0.18)

($0.12)

($0.03)

$0.02

(0.10)

(0.17)

(0.11)

(0.02)

0.03

No Premium on Affiliate Owned Units

(0.10)

(0.17)

(0.11)

(0.02)

0.03

CMLP Breakeven Yield

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

7.7%

7.4%

7.6%

8.0%

8.2%

No Premium on Affiliate Owned Units

7.7%

7.4%

7.7%

8.0%

8.2%

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

($0.13)

($0.20)

($0.23)

($0.30)

($0.38)

(0.13)

(0.19)

(0.22)

(0.28)

(0.37)

No Premium on Affiliate Owned Units

(0.13)

(0.19)

(0.22)

(0.28)

(0.37)

CMLP Breakeven Yield

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

Exchange Ratio on All Units

7.6%

7.3%

7.2%

7.0%

No Premium on Affiliate Owned Units

7.6%

7.4%

7.2%

7.1%

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction

The following sets forth the impact on pro forma distributions and resulting break even yield for CMLP

unitholders assuming Crestwood Holdings receives no premium for its wholly owned CMLP units exchanged

for NRGM units assuming the NRGM Management Sensitive Case, the CMLP Management Financial

Projections and the CMLP Management Sensitivity Case

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

DRAFT

Confidential

Pro Forma Impact of Additional Cash Compensation from NRGY to CMLP

Unitholders

(1)

NRGM Management Financial Projections and the CMLP Management Financial Projections

NRGM Management Financial Projections and the CMLP Management Sensitivity Case

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

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

($0.13)

($0.15)

($0.16)

($0.26)

($0.44)

10.0

(0.13)

(0.15)

(0.16)

(0.26)

(0.44)

20.0

(0.13)

(0.15)

(0.16)

(0.26)

(0.44)

30.0

(0.13)

(0.15)

(0.16)

(0.26)

(0.44)

40.0

(0.13)

(0.15)

(0.16)

(0.26)

(0.44)

50.0

(0.13)

(0.15)

(0.16)

(0.26)

(0.44)

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

7.7%

7.4%

7.0%

10.0

7.8%

7.7%

7.4%

7.0%

20.0

7.8%

7.7%

7.8%

7.5%

7.0%

30.0

7.9%

7.8%

7.5%

7.1%

40.0

7.9%

7.8%

7.6%

7.1%

50.0

8.0%

7.9%

7.6%

7.1%

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

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

($0.10)

($0.14)

($0.05)

$0.03

$0.04

10.0

(0.10)

(0.14)

(0.05)

0.03

0.04

20.0

(0.10)

(0.14)

(0.05)

0.03

0.04

30.0

(0.10)

(0.14)

(0.05)

0.03

0.04

40.0

(0.10)

(0.14)

(0.05)

0.03

0.04

50.0

(0.10)

(0.14)

(0.05)

0.03

0.04

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

7.8%

7.7%

8.1%

8.4%

10.0

7.9%

7.7%

8.1%

8.4%

20.0

7.9%

7.8%

8.2%

8.5%

30.0

8.0%

7.9%

8.2%

8.6%

40.0

8.1%

7.9%

8.3%

8.6%

50.0

8.1%

8.0%

8.3%

8.7%

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction

Standalone projected unit price adjusted for $0.41 per unit cash consideration from the Proposed Transaction and additional One Time Payment from Crestwood Holdings

The following sets forth the impact on pro forma distributions and resulting break even yield for CMLP unitholders

assuming Crestwood Holdings provides additional cash compensation in the Proposed Transaction assuming the

NRGM Management Financial Projections, the CMLP Management Financial Projections and the CMLP

Management Sensitivity Case

CMLP Breakeven Yield

(1)

CMLP Breakeven Yield

(1)

DRAFT

Confidential

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

7.8%

7.5%

7.8%

8.1%

8.3%

10.0

7.9%

7.6%

7.8%

8.2%

8.4%

20.0

7.9%

7.6%

7.9%

8.2%

8.4%

30.0

8.0%

7.7%

7.9%

8.3%

8.5%

40.0

8.0%

7.7%

8.0%

8.4%

8.5%

50.0

8.1%

7.8%

8.0%

8.4%

8.6%

NRGM Management Sensitivity Case and the CMLP Management Sensitivity Case

NRGM Management Sensitivity Case and the CMLP Management Financial Projections

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

($0.10)

($0.18)

($0.12)

($0.03)

$0.02

10.0

(0.10)

(0.18)

(0.12)

(0.03)

0.02

20.0

(0.10)

(0.18)

(0.12)

(0.03)

0.02

30.0

(0.10)

(0.18)

(0.12)

(0.03)

0.02

40.0

(0.10)

(0.18)

(0.12)

(0.03)

0.02

50.0

(0.10)

(0.18)

(0.12)

(0.03)

0.02

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

($0.13)

($0.20)

($0.23)

($0.30)

($0.38)

10.0

(0.13)

(0.20)

(0.23)

(0.30)

(0.38)

20.0

(0.13)

(0.20)

(0.23)

(0.30)

(0.38)

30.0

(0.13)

(0.20)

(0.23)

(0.30)

(0.38)

40.0

(0.13)

(0.20)

(0.23)

(0.30)

(0.38)

50.0

(0.13)

(0.20)

(0.23)

(0.30)

(0.38)

For the Years Ending December 31,

2013E

2014E

2015E

2016E

2017E

$--

7.7%

7.5%

7.4%

7.3%

7.1%

10.0

7.8%

7.5%

7.3%

7.1%

20.0

7.8%

7.6%

7.5%

7.4%

7.2%

30.0

7.9%

7.6%

7.4%

7.2%

40.0

7.9%

7.6%

7.4%

7.2%

50.0

8.0%

7.7%

7.5%

7.3%

Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction

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

CMLP Breakeven Yield

(1)

Pro Forma Impact of Additional Cash Compensation from NRGY to CMLP

Unitholders (cont’d)

(1)

Standalone projected unit price adjusted for $0.41 per unit cash consideration from the Proposed Transaction and additional One Time Payment from Crestwood Holdings

The following sets forth the impact on pro forma distributions and resulting break even yield for CMLP unitholders

assuming Crestwood Holdings provides additional cash compensation in the Proposed Transaction assuming the

NRGM Management Sensitive Case, the CMLP Management Financial Projections and the CMLP Management

Sensitivity Case

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

CMLP Breakeven Yield

DRAFT

Confidential

NRGM Management Sensitivity Case

The NRGM Management Sensitivity Case as provided by CMLP management and utilized herein by Evercore is

based on the NRGM Management Financial Projections as adjusted by the following assumptions:

–

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

$0.01 increase each year beginning in fiscal 2015E

–

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

–

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

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

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

–

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

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

–

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

expenditures

–

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

–

Elimination

COLT

Hub

Phase

project

2015E

and

associated

growth

capital

expenditures,

while

COLT Hub Phase I is assumed to secure long-term take-or-pay contracts at current projected rates

–

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

expenditures

–

Assumes the same total distribution coverage that was assumed in

the NRGM Management Financial

Projections

NRGM Management Sensitivity Case – Assumptions

DRAFT

Confidential

NRGM Management Sensitivity Case

($ in millions)

NRGM Management Sensitivity Case

The following sets forth selected operating and financial projections provided by CMLP management and used to

derive the NRGM Management Sensitivity Case utilized herein:

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E -

2017E

Growth Capital Expenditures

Commonwealth Pipeline

Seneca Lake Gas Storage Expansion

Watkins Glen NGL Expansion

(10.7)

COLT Hub

COLT Hub Expansion I

(28.5)

COLT Hub Expansion II

Other NRGM Growth

(2.0)

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%

Note: Bold text represents those line items that differ from the NRGM Management Financial Projections

DRAFT

Confidential

NRGM Management Sensitivity Case (cont’d)

($ in millions, except per unit amounts)

NRGM Management Sensitivity Case

The following sets forth the NRGM Management Sensitivity Case utilized by Evercore in its analysis herein:

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2014E - 2017E

Adjusted EBITDA

$166.3

$211.1

$216.0

$209.3

$198.0

(2.1%)

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Interest Expense

(34.7)

(42.3)

(46.6)

(44.4)

(42.7)

Other

4.6

(0.3)

2.7

1.3

(1.3)

Distributable Cash Flow

$131.7

$161.5

$164.2

$157.9

$145.3

(3.5%)

Distributed Cash Flow

Common Units - Public

$46.5

$47.7

$48.8

$51.1

$58.1

Common Units - NRGY

88.8

91.2

93.2

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

Confidential

NRGM Management Sensitivity Case (cont’d)

($ in millions)

NRGM Management Sensitivity Case

For the Fiscal Years Ending September 30,

2013E

2014E

2015E

2016E

2017E

Sources:

Equity Issued for Growth Capital Expenditures

$--

Equity Issued for Rangeland Acquisition

225.0

Equity Issuance in Q4 2016E

150.0

Debt Issued / (Repaid)

353.5

21.9

(3.9)

(88.0)

24.2

DCF Surplus / (Shortfall)

(11.8)

10.8

7.5

(1.4)

(21.8)

Total Sources

$566.7

$32.7

$3.6

$60.6

$2.4

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

$353.5

$21.9

($3.9)

($88.0)

$24.2

Total Equity Issued

225.0

Uses:

Growth Capital Expenditures

$116.0

$41.2

$2.0

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

The following sets forth the funding assumptions utilized in the NRGM Management Sensitivity Case and NRGM’s

resulting capital structure and credit statistics

DRAFT

Confidential

NRGM Management Sensitivity Case (cont’d)

($ in millions, except per unit amounts)

NRGM Management Sensitivity Case

Source: NRGM management; Wall Street Research

NRGM Management Financial Projections

NRGM Management Sensitivity Case

For the Fiscal Years Ending September 30,

CAGR

2013E

2014E

2015E

2016E

2017E

2013E - 2015E

Adjusted EBITDA

$171.6

$223.5

$242.7

$260.9

$287.5

18.9%

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Interest Expense

(34.8)

(42.7)

(52.1)

(56.5)

(57.2)

Other

4.6

(0.3)

2.7

1.3

(1.3)

Distributable Cash Flow

$136.9

$173.5

$185.4

$197.5

$220.4

16.4%

DCF / LP Unit

$1.52

$1.75

$1.82

$1.87

$1.94

9.3%

Distribution / LP Unit

1.59

1.68

1.77

1.85

1.88

5.5%

LP Coverage

0.96x

1.04x

1.03x

1.01x

1.03x

Total Coverage

0.94

1.07

1.05

1.02

1.06

Distributable Cash Flow Surplus / (Shortfall)

($9.2)

$11.6

$8.4

$3.6

$11.6

For the Fiscal Years Ending September 30,

CAGR

Difference versus NRGM Management Financial Projections

2013E

2014E

2015E

2016E

2017E

2013E - 2015E

2013E

2014E

2015E

2016E

2017E

Adjusted EBITDA

$166.3

$211.1

$216.0

$209.3

$198.0

14.0%

($5.3)

($12.4)

($26.7)

($51.6)

($89.6)

Less: Maintenance Capital Expenditures

(4.5)

(7.0)

(7.8)

(8.2)

(8.6)

Less: Interest Expense

(34.7)

(42.3)

(46.6)

(44.4)

(42.7)

0.1

0.4

5.5

12.1

14.5

Other

4.6

(0.3)

2.7

1.3

(1.3)

Distributable Cash Flow

$131.7

$161.5

$164.2

$157.9

$145.3

11.7%

($5.2)

($12.0)

($21.2)

($39.6)

($75.1)

DCF / LP Unit

$1.49

$1.68

$1.70

$1.64

$1.53

6.6%

($0.03)

($0.07)

($0.12)

($0.23)

($0.41)

Distribution / LP Unit

1.58

1.62

1.65

2.4%

(0.01)

(0.07)

(0.12)

(0.20)

(0.23)

LP Coverage

0.95x

1.04x

1.03x

1.00x

0.93x

Total Coverage

0.92

1.07

1.05

0.99

0.87

Distributable Cash Flow Surplus / (Shortfall)

($11.8)

$10.8

$7.5

($1.4)

($21.8)

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

Sensitivity Case utilized by Evercore in its analysis herein