CLASS A PREFERRED UNIT PURCHASE AGREEMENT among CRESTWOOD MIDSTREAM PARTNERS LP and THE PURCHASERS PARTY HERETO

Exhibit 10.1

Execution Version

CLASS A PREFERRED UNIT

PURCHASE AGREEMENT

among

CRESTWOOD MIDSTREAM PARTNERS LP

and

THE PURCHASERS PARTY HERETO

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS			1

Section 1.01	Definitions		1
Section 1.02	Accounting Procedures and Interpretation		7

ARTICLE II AGREEMENT TO SELL AND PURCHASE			7

Section 2.01	Initial Purchase		7
Section 2.02	Additional Purchases		7
Section 2.03	Closing		8
Section 2.04	Deliveries at the Initial Closing		8
Section 2.05	Conditions of Each Purchaser’s Obligations at Subsequent Closings		10
Section 2.06	Independent Nature of Purchasers’ Obligations and Rights		11
Section 2.07	Further Assurances		12

ARTICLE III REPRESENTATIONS AND WARRANTIES AND COVENANTS RELATED TO CRESTWOOD			12

Section 3.01	Existence		12
Section 3.02	Capitalization and Valid Issuance of Purchased Units		13
Section 3.03	Crestwood SEC Documents; Crestwood Financial Statements		14
Section 3.04	No Material Adverse Change		15
Section 3.05	No Registration Required		15
Section 3.06	Litigation		15
Section 3.07	No Conflicts		15
Section 3.08	Authority; Enforceability		16
Section 3.09	Approvals		16
Section 3.10	MLP Status		16
Section 3.11	Investment Company Status		16
Section 3.12	Certain Fees		17
Section 3.13	Insurance		17
Section 3.14	Books and Records; Xxxxxxxx-Xxxxx Compliance		17
Section 3.15	Listing and Maintenance Requirements		18
Section 3.16	Taxes		18
Section 3.17	Compliance with Laws; Environmental Laws; Pipeline Safety Laws; Permits; and Environmental Permits		19
Section 3.18	Title to Property		20
Section 3.19	Rights of Way		20
Section 3.20	Form S-3 Eligibility		20
Section 3.21	Designated Preferred Stock Covenant		20

ARTICLE IV REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASERS			20

Section 4.01	Existence		20
Section 4.02	Authorization, Enforceability		21


Section 4.03	No Breach	21
Section 4.04	Certain Fees	21
Section 4.05	Unregistered Securities	21
Section 4.06	Short Selling	23

ARTICLE V INDEMNIFICATION, COSTS AND EXPENSES		23

Section 5.01	Indemnification by Crestwood	23
Section 5.02	Indemnification by the Purchasers	23
Section 5.03	Indemnification Procedure	24
Section 5.04	Tax Matters	25

ARTICLE VI MISCELLANEOUS		25

Section 6.01	Expenses	25
Section 6.02	Interpretation	25
Section 6.03	Survival of Provisions	26
Section 6.04	No Waiver; Modifications in Writing	26
Section 6.05	Binding Effect	27
Section 6.06	Xxx-Xxxxxxxxxx	00
Section 6.07	Communications	28
Section 6.08	Removal of Legend	30
Section 6.09	Entire Agreement	30
Section 6.10	Governing Law; Submission to Jurisdiction	31
Section 6.11	Waiver of Jury Trial	31
Section 6.12	Execution in Counterparts	31


EXHIBIT A — Form of Opinion of Xxxxxx & Xxxxxx LLP
EXHIBIT B — Form of Opinion
EXHIBIT C — Form of General Partner Waiver

CLASS A PREFERRED UNIT PURCHASE AGREEMENT

This CLASS A PREFERRED UNIT PURCHASE AGREEMENT, dated as of June 17, 2014 (this “Agreement”), is entered into by and among CRESTWOOD MIDSTREAM PARTNERS LP, a Delaware limited partnership (“Crestwood”), and the purchasers set forth in Schedule A hereto (the “Purchasers”).

WHEREAS, Crestwood desires to issue and sell from time to time to the Purchasers, and the Purchasers desire to purchase from time to time from Crestwood, certain of Crestwood’s Class A Preferred Units (as defined below), in accordance with the provisions of this Agreement; and

WHEREAS, Crestwood has agreed to provide the Purchasers with certain registration rights with respect to the Class A Preferred Units and Common Units underlying the Class A Preferred Units acquired pursuant hereto.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. As used in this Agreement, the following terms have the meanings indicated:

“Additional Units” has the meaning specified in Section 2.02.

“Additional Unit Purchase Price” means an amount equal to the SCD Purchase Price, multiplied by the number of Additional Units to be purchased by the Purchasers on the applicable Subsequent Closing Date.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, (i) the Crestwood Entities, on the one hand, and any Purchaser, on the other, shall not be considered Affiliates, (ii) any fund or account managed, advised or subadvised, directly or indirectly, by GSO Capital Partners LP or its Affiliates, shall be considered an Affiliate of GSO Capital Partners LP; and (ii) any fund or account managed, advised or subadvised, directly or indirectly, by Magnetar Financial LLC or its Affiliates, shall be considered an Affiliate of Magnetar Financial LLC.

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement.

“Aggregate SCD Amount” has the meaning specified in Section 2.02.

“Basic Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Partnership Agreement, the Board Representation Agreement and any and all other agreements or instruments executed and delivered to the Purchasers by the Crestwood Entities hereunder or thereunder.

“Board Representation Agreement” means the Board Representation and Standstill Agreement, dated of even date herewith, between Crestwood, the General Partner and the Purchasers.

“Business Day” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by Law or other governmental action to close.

“Change of Control” with respect to Crestwood has the meaning set forth in the Partnership Agreement.

“Class A Preferred Units” means Crestwood’s Class A Preferred Units.

“Code” has the meaning specified in Section 3.10.

“Commission” means the United States Securities and Exchange Commission.

“Commitment Amount” has the meaning specified in Section 2.02.

“Common Units” means common units representing limited partner interests in Crestwood.

“Confidentiality Agreements” means the Confidentiality Agreements, dated April 25, 2014, entered into by Crestwood and each of GE Energy Financial Services, Inc., GSO Capital Partners LP and MTP Energy Management LLC.

“Contract” means any contract, agreement, indenture, note, bond, mortgage, deed of trust, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.

“Conversion Units” means the Common Units issuable upon conversion of the Initial Units or Additional Units, as applicable.

“Crestwood” has the meaning set forth in the introductory paragraph of this Agreement.

“Crestwood Credit Facility” means the Credit Agreement, dated October 7, 2013, as amended as of the date hereof and from time to time, by and among Crestwood and the lenders named therein.

“Crestwood Entities” means, collectively, Crestwood, the General Partner and their respective Subsidiaries.

“Crestwood Financial Statements” has the meaning specified in Section 3.03.

“Crestwood Related Parties” has the meaning specified in Section 5.02.

“Crestwood SEC Documents” has the meaning specified in Section 3.03.

“Delaware LLC Act” means the Delaware Limited Liability Company Act.

“Delaware LP Act” means the Delaware Revised Uniform Limited Partnership Act.

“Environmental Law” means any Law applicable to the Partnership Entities or the operation of their business in any way relating to the protection of human health and safety (to the extent such health and safety relate to exposure to Hazardous Substances), the environment, natural resources, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. § 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act of 1990 (33 U.S.C. § 2701 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), .

“Environmental Permits” means all approvals, authorizations, consents, licenses, permits, variances, waivers, exemptions, registrations of a Governmental Authority required under any Environmental Laws for the operation of the business of the Partnership Entities.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Funding Call” has the meaning specified in Section 2.02.

“GAAP” means generally accepted accounting principles in the United States of America as of the date hereof; provided that for the Crestwood Financial Statements prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such Crestwood Financial Statements.

“General Partner” means Crestwood Midstream GP LLC, a Delaware limited liability company and the general partner of Crestwood.

“Governmental Authority” means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Person’s Property is located or which exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority which exercises valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein with respect to Crestwood means a Governmental Authority having jurisdiction over Crestwood, its Subsidiaries or any of their respective Properties.

“GP LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of December 21, 2011, as amended through the date hereof.

“Hazardous Substances” means (a) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (b) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (c) any petroleum, petroleum products, natural gas, oil and gas waste, and oil and any components or derivatives thereof, (d) any polychlorinated biphenyl and (e) any pollutant, contaminant or hazardous or toxic, material, waste or substance regulated under any other Environmental Law.

“ICD Purchase Price” has the meaning specified in Section 2.01.

“Incentive Distribution Rights” has the meaning specified in Section 3.02(a).

“Indemnified Party” has the meaning specified in Section 5.03.

“Indemnifying Party” has the meaning specified in Section 5.03.

“Indentures” means (i) that certain indenture dated as of November 8, 2013 by and among Crestwood, Crestwood Midstream Finance Corp., the other guarantors party thereto and U.S. Bank National Association, as trustee, (ii) that certain indenture dated as of December 7, 2012, by and among Inergy Midstream, L.P., NRGM Finance Corp., the other guarantors party thereto and U.S. Bank National Association, as trustee and (iii) that certain indenture dated as of April 1, 2011 by and among Crestwood, Crestwood Midstream Finance Corp., the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.

“Initial Closing” has the meaning specified in Section 2.03.

“Initial Closing Date” has the meaning specified in Section 2.03.

“Initial Transaction Fee” has the meaning specified in Section 6.01.

“Initial Units” has the meaning specified in Section 2.01.

“Initial Unit Purchase Price” means an amount equal to the ICD Purchase Price, multiplied by the number of Initial Units to be purchased by the Purchasers on the Initial Closing Date.

“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law (including common law), rule or regulation.

“Lien” means any mortgage, claim, encumbrance, pledge, lien (statutory or otherwise), security agreement, conditional sale or trust receipt or a lease, consignment or bailment, preference or priority, assessment, deed of trust, charge, easement, servitude or other encumbrance upon or with respect to any property of any kind.

“Material Adverse Effect” means any change, event or effect that, individually or together with any other changes, events or effects, has a material adverse effect on (i) the condition (financial or otherwise), business, assets or results of operations of the Partnership Entities, taken as a whole, (ii) the limited partners of Crestwood resulting from any event which subjects them

to any material liability or disability, or (iii) the ability of the Partnership Entities to perform their obligations under the Basic Documents; provided, however, that a Material Adverse Effect shall not include any material and adverse effect on the foregoing to the extent such material and adverse effect results from, arises out of, or relates to (x) a general deterioration in the economy or changes in the general state of the industries in which Crestwood operates, except to the extent that Crestwood, taken as a whole, is adversely affected in a disproportionate manner as compared to other industry participants, (y) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis, including acts of terrorism, or (z) any change in accounting requirements or principles imposed upon any Crestwood Entity or their respective businesses or any change in applicable Law, or the interpretation thereof, other than a change that would result in Crestwood being treated as a corporation for federal Tax purposes.

“NYSE” means the New York Stock Exchange.

“Operative Agreements” has the meaning specified in Section 3.01(c).

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of Crestwood, dated as of December 21, 2011, as amended from time to time in accordance with the terms thereof.

“Partnership Entities” means Crestwood and its Subsidiaries.

“Permits” means any approvals, authorizations, consents, licenses, permits, variances, waivers, grants, franchises, concessions, exemptions, orders, registrations or certificates of a Governmental Authority.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity.

“Pipeline Safety Law” means any Law applicable to the Partnership Entities or the operation of their business in any way relating to the safety of owning, operating or managing liquid pipelines or other facilities used for processing, storing or transporting natural gas, liquids, oil or their by-products, including the Pipeline Inspection, Protection, Enforcement and Safety Act (49 U.S.C. Chapter 601), the Hazardous Liquid Pipeline Safety Act (49 U.S.C. Chapter 601), the Natural Gas Pipeline Safety Act (49 U.S.C. Chapter 601) and the Pipeline Safety Improvement Act (49 U.S.C. Chapter 601).

“Pro Rata Portion” means, with respect to any Purchaser, a fraction, the numerator of which is equal to such Purchaser’s Commitment Amount, and the denominator of which is equal to $500,000,000.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible (including intellectual property rights).

“Purchase Price” means the sum of the Initial Unit Purchase Price and any Additional Unit Purchase Price paid as of any given time.

“Purchased Units” has the meaning specified in Section 2.02.

“Purchaser Related Parties” has the meaning specified in Section 5.01.

“Purchasers” has the meaning set forth in the introductory paragraph of this Agreement.

“Registration Rights Agreement” means the Registration Rights Agreement, dated of even date herewith, between Crestwood and the Purchasers.

“Representatives” means, with respect to a specified Person, the investors, officers, directors, managers, employees, agents, advisors, counsel, accountants, investment bankers and other representatives of such Person.

“Rights-of-Way” has the meaning specified in Section 3.19.

“SCD Purchase Price” has the meaning specified in Section 2.02.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Short Sales” means, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

“Subsidiary” means, as to any Person, any corporation or other entity of which: (i) such Person or a Subsidiary of such Person is a general partner or manager; (ii) at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries; or (iii) any corporation or other entity as to which such Person consolidates for accounting purposes.

“Subsequent Closing” has the meaning specified in Section 2.03.

“Subsequent Closing Date” has the meaning specified in Section 2.02.

“Subsequent Transaction Fee” has the meaning specified in Section 6.01.

“Tax Return” has the meaning specified in Section 3.16(b).

“Taxes” has the meaning specified in Section 3.16(b).

“Third Party Claim” has the meaning specified in Section 5.03(b).

Section 1.02 Accounting Procedures and Interpretation. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all Crestwood Financial Statements and certificates and reports as to financial matters required to be furnished to the Purchasers hereunder shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

ARTICLE II

AGREEMENT TO SELL AND PURCHASE

Section 2.01 Initial Purchase. On the Initial Closing Date, subject to the terms and conditions hereof, each Purchaser hereby agrees to purchase from Crestwood, and Crestwood hereby agrees to issue and sell to each Purchaser, the number of Class A Preferred Units set forth opposite each Purchaser’s name on Schedule A for a cash purchase price of $25.10 (the “ICD Purchase Price”) per Class A Preferred Unit (collectively, the “Initial Units”).

Section 2.02 Additional Purchases. From time to time, at any time following the Initial Closing Date until September 30, 2015, Crestwood shall request in writing (each such request, a “Funding Call”) that the Purchasers purchase and the Purchasers shall so purchase, in each case in accordance with Section 5.12 of the Partnership Agreement, an additional $200,000,000 of Class A Preferred Units (collectively, the “Additional Units” and together with the Initial Units, the “Purchased Units”) for a cash purchase price per Class A Preferred Unit equal to the ICD Purchase Price, which price shall be appropriately adjusted to reflect any unit distribution, split, combination or other recapitalization affecting the interests of Crestwood after the date of this Agreement (such purchase price with respect to each Subsequent Closing, the “SCD Purchase Price”); provided that, (i) on or prior to September 10, 2015, Crestwood shall make one or more Funding Calls, which shall in the aggregate equal the total unfunded Commitment Amount of each Purchaser set forth on Schedule A, (ii) upon a Change of Control in which Crestwood is the surviving entity, each Purchaser shall have the right for thirty (30) days thereafter to elect by written notice to Crestwood to be released from its obligation to fund such Purchaser’s remaining unfunded Commitment Amount with respect to any Funding Call delivered after such Change of Control and upon delivery of any such notice the remaining unfunded Commitment Amount of such Purchaser shall be reduced to zero and Schedule A shall be revised to reflect such reduction and (iii) any such Funding Call shall be for at least a number of Additional Units such that the aggregate purchase price for all Additional Units to be purchased at such Subsequent Closing (the “Aggregate SCD Amount”) is not less than $50,000,000 or, in the case of the final Funding Call, the remaining unfunded Commitment Amount if less than $50,000,000. Each such Funding Call shall be irrevocable and delivered to the Purchasers not less than fifteen (15) Business Days in advance of the date the Purchasers are requested to purchase Additional Units (each such date, a “Subsequent Closing Date”) and shall state the number of Additional Units to be purchased and the portion of the Aggregate SCD Amount to be paid by each Purchaser, which shall be equal to each Purchaser’s Pro Rata Portion of the Additional Units to be purchased and

Pro Rata Portion of the Aggregate SCD Amount to be paid, respectively, pursuant to the Funding Call. For each Subsequent Closing Date or upon any transfer of Purchased Units to a permitted transferee under the Partnership Agreement, Schedule A shall be revised to reflect any such changes in the Purchasers and their Commitment Amounts. Notwithstanding anything to the contrary in this Agreement, (i) Crestwood shall not be required to make a Funding Call from and after the announcement of an entry into a transaction that, upon consummation thereof, would constitute a Change of Control in which Crestwood is not the surviving entity and (ii) in no event shall any Purchaser be required to purchase Additional Units if the aggregate amount paid by such Purchaser for all Class A Preferred Units purchased by such Purchaser pursuant to this Agreement (taking into account the Additional Units subject to the pending Funding Call) exceeds or would exceed the commitment amount set forth opposite such Purchaser’s name on Schedule A (the “Commitment Amount”). For the avoidance of doubt, each Purchaser shall have the right in connection with any Subsequent Closing to waive the satisfaction by Crestwood of any condition set forth in this Agreement (other than the condition to take delivery of the Purchased Units), including Section 2.02 and Section 2.05.

Section 2.03 Closing. Subject to the terms and conditions hereof, the consummation of the purchase and sale of the Initial Units hereunder (the “Initial Closing”) shall take place on the date of this Agreement (the “Initial Closing Date”) at the offices of Xxxxxxx Xxxxx LLP, 000 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. The consummation of any subsequent purchases of Additional Units contemplated by Section 2.02 of this Agreement (each, a “Subsequent Closing”) shall take place at a time and on a date to be specified by the parties, which shall be no earlier than 15 Business Days after the date the applicable Funding Call is delivered to the Purchasers and later than the second Business Day after the satisfaction or waiver of the latest to occur of the conditions set forth in Section 2.05 (other than such conditions which by their nature cannot be satisfied until the Subsequent Closing Date or are to be delivered at the Subsequent Closing, which shall be required to be so satisfied, waived or delivered on the Subsequent Closing Date) at a location specified by the parties.

Section 2.04 Deliveries at the Initial Closing.

(a) Deliveries of Crestwood at the Initial Closing. At the Initial Closing, Crestwood shall deliver or cause to be delivered (unless waived by the Purchasers) to the Purchasers:

(i) An opinion from Xxxxxx & Xxxxxx LLP, counsel for the Crestwood Entities, in substantially the form attached hereto as Exhibit A, which shall be addressed to the Purchasers and dated the date of the Initial Closing;

(ii) An opinion from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for Crestwood, in substantially the form attached hereto as Exhibit B, which shall be addressed to the Purchasers and dated the date of the Initial Closing;

(iii) Amendment No. 3 to the Partnership Agreement, and the Partnership Agreement, as so amended, shall be in full force and effect;

(iv) An amendment to the Crestwood Credit Facility entered into by Crestwood and the other parties thereto to remove any restriction on the issuance of the Purchased Units;

(v) A “Supplemental Listing Application” approving the Conversion Units for listing by the NYSE;

(vi) Evidence of issuance of the Initial Units credited to book-entry accounts maintained by the transfer agent, bearing a restrictive notation meeting the requirements of the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under the Partnership Agreement or the Delaware LP Act and applicable federal and state securities laws;

(vii) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of Crestwood, certifying as to and attaching (1) the Partnership Agreement, as amended, (2) board resolutions authorizing the execution and delivery of the Basic Documents and the consummation of the transactions contemplated thereby, including the issuance of the Initial Units, and (3) the incumbency of the officers authorized to execute the Basic Documents on behalf of Crestwood, setting forth the name and title and bearing the signatures of such officers;

(viii) A cross-receipt executed by Crestwood and delivered to the Purchasers certifying that it has received from the Purchasers an amount in cash equal to the Initial Unit Purchase Price and that Crestwood has paid to the Purchasers the Initial Transaction Fee (which payment will be made by netting the Initial Transaction Fee due to each Purchaser from such Purchaser’s ICD Purchase Price for the Class A Preferred Units purchased by such Purchaser as of the Initial Closing Date);

(ix) A duly executed waiver of the General Partner with respect to certain of its rights under the Partnership Agreement, in substantially the form attached hereto as Exhibit C;

(x) The Registration Rights Agreement, which shall have been duly executed by Crestwood;

(xi) The Board Representation Agreement, which shall have been duly executed by Crestwood and the General Partner; and

(xii) Such other documents relating to the transactions contemplated by this Agreement as the Purchasers or their counsel may reasonably request.

(b) Deliveries of Each Purchaser at the Initial Closing. At the Initial Closing, each Purchaser shall deliver or cause to be delivered (unless waived by Crestwood) to Crestwood:

(i) The Registration Rights Agreement, which shall have been duly executed by such Purchaser;

(ii) The Board Representation Agreement, which shall have been duly executed by such Purchaser;

(iii) A cross-receipt executed by such Purchaser and delivered to Crestwood certifying that it has received from Crestwood its Pro Rata Portion of the Initial Units; and

(iv) Payment of such Purchaser’s Pro Rata Portion of the Initial Unit Purchase Price (which payment will be made by netting the Initial Transaction Fee due to each Purchaser from such Purchaser’s ICD Purchase Price for the Class A Preferred Units purchased by such Purchaser as of the Initial Closing Date) payable by wire transfer of immediately available funds to an account designated in advance of the Initial Closing Date by Crestwood.

Section 2.05 Conditions of Each Purchaser’s Obligations at Subsequent Closings. The obligation of each Purchaser to consummate any purchase of Additional Units is subject to the satisfaction (or waiver by such Purchaser) on or prior to the Subsequent Closing Date of the following conditions:

(a) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal;

(b) There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement;

(c) All of the representations and warranties of Crestwood contained in this Agreement shall be true and correct in all material respects on and as of the Subsequent Closing Date (other than the representations and warranties as of the Initial Closing Date shall be made as of the Subsequent Closing and representations and warranties as of a specified date shall be true and correct in all material respects on and as of such date) as if such representations and warranties were made on and as of that date, except that those representations and warranties that are qualified by materiality, Material Adverse Effect or similar phrase shall be true and correct in all respects as written on and as of the Subsequent Closing;

(d) Each of the Crestwood Entities shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to such Subsequent Closing;

(e) Crestwood represents and warrants that it expects to meet the gross income requirements of Section 7704(c)(2) of the Code for the taxable year in which such Subsequent Closing occurs;

(f) With respect to (A) the first Subsequent Closing Date, from the Initial Closing Date until such first Subsequent Closing Date and (B) a Subsequent Closing Date after the first Subsequent Closing Date, from the immediately prior Subsequent Closing Date until such Subsequent Closing Date, (i) no Material Adverse Effect shall have occurred which is continuing and (ii) no default or event which, with notice or lapse of time or both, would constitute a default under the Crestwood Credit Facility, the Indentures or any other agreement of Crestwood governing material indebtedness for borrowed money shall have occurred which is continuing, except such events of default and other events as to which requisite waivers or consents have been obtained;

(g) The delivery by Crestwood of all of the following documents:

(ii) An opinion from a national law firm with a minimum of fifty attorneys in substantially the form attached hereto as Exhibit B, which shall be addressed to the Purchasers and dated the date of the Subsequent Closing;

(iii) evidence of issuance of the Additional Units credited to book-entry accounts maintained by the transfer agent, bearing a restrictive notation meeting the requirements of the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under the Partnership Agreement or the Delaware LP Act and applicable federal and state securities laws;

(iv) A duly executed waiver of the General Partner with respect to certain of its rights under the Partnership Agreement, in substantially the form attached hereto as Exhibit C;

(v) a certificate signed by an executive officer of the General Partner, on behalf of Crestwood, certifying that each of the conditions set forth in Section 2.05(a), Section 2.05(b), Section 2.05(c), Section 2.05(d), Section 2.05(e), Section 2.05(f) and Section 2.05(h) have been satisfied;

(vi) a cross-receipt executed by Crestwood and delivered to the Purchasers certifying that it has received from the Purchasers an amount in cash equal to the Additional Unit Purchase Price and that Crestwood has paid to the Purchasers the Subsequent Transaction Fee (which payment will be made by netting the Subsequent Transaction Fee due to each Purchaser from such Purchaser’s SCD Purchase Price for the Class A Preferred Units purchased by such Purchaser as of the Subsequent Closing Date);

(vii) such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request; and

(h) Crestwood shall have filed with the NYSE a “Supplemental Listing Application” and supporting documentation, if required, related to the Conversion Units in respect of such Additional Units and such Conversion Units shall have been approved for listing subject to notice of issuance.

Section 2.06 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Basic Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under any Basic Document. The failure or waiver of performance under any Basic Document of any Purchaser by Crestwood does not

excuse performance by any other Purchaser and the waiver of performance of Crestwood by any Purchaser does not excuse performance by Crestwood with respect to each other Purchaser. Nothing contained herein or in any other Basic Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Basic Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement or out of the other Basic Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

Section 2.07 Further Assurances. From time to time after the date hereof, without further consideration, Crestwood and each Purchaser shall use their commercially reasonable efforts to take, or cause to be taken, all actions necessary or appropriate to consummate the transactions contemplated by this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES AND

COVENANTS RELATED TO CRESTWOOD

As of the Initial Closing Date and each Subsequent Closing Date, Crestwood represents and warrants to and covenants with the Purchasers as follows:

Section 3.01 Existence.

(a) Each of the Crestwood Entities has been duly incorporated or formed, as the case may be, and is validly existing as a limited liability company, limited partnership or corporation, as the case may be, in good standing under the Laws of its jurisdiction of incorporation or formation, as the case may be, and has the full limited liability company, limited partnership or corporate, as the case may be, power and authority to own or lease its Properties and assets and to conduct the businesses in all material respects which it is engaged, and is duly registered or qualified as a foreign limited liability company, limited partnership or corporation, as the case may be, for the transaction of business under the laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure to so register or qualify would not reasonably be expected to have a Material Adverse Effect.

(b) None of the Crestwood Entities is in default in the performance, observance or fulfillment of any provision of, in the case of Crestwood, the Partnership Agreement or its Certificate of Limited Partnership, in the case of the General Partner, any provision of its certification of formation, limited liability company agreement or other similar organizational documents, or, in the case of any Subsidiary of Crestwood, its respective certificate of incorporation, certification of formation, certificate of limited partnership, bylaws, limited liability company agreement, partnership agreement or other similar organizational documents.

(c) The Partnership Agreement has been, and in the case of Amendment No. 3 to the Partnership Agreement at the Initial Closing or Subsequent Closing, as the case may be, will be, duly authorized, executed and delivered by the General Partner and is (or, in the case of Amendment No. 3 to the Partnership Agreement, as of the Initial Closing Date will be or as of the Subsequent Closing Date has been) a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; the GP LLC Agreement (together with the Partnership Agreement, the “Operative Agreements”) has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of the parties thereto, enforceable against the parties thereto in accordance with its terms; provided that, with respect to each Operative Agreement, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided further, that the indemnity, contribution and exoneration provisions contained in any of such Operative Agreements may be limited by applicable laws and public policy.

Section 3.02 Capitalization and Valid Issuance of Purchased Units.

(a) As of the date hereof, and prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partner interests of Crestwood consist of 188,016,821 Common Units and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, Incentive Distribution Rights, Class A Preferred Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).

(b) The General Partner is the sole general partner of Crestwood with a non-economic general partner interest in Crestwood; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement and the General Partner owns such interest free and clear of all Liens (except for (A) restrictions on transferability contained in Section 4.6 of the Partnership Agreement or as disclosed in the Crestwood SEC Documents (B) Liens created, arising under or securing (i) the Crestwood Credit Facility or (ii) that certain Amended and Restated Credit Agreement, dated February 2, 2011, among Crestwood Equity Partners LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, as further amended from time to time and (C) other than Liens arising under the Partnership Agreement or the Delaware LP Act).

(c) The Purchased Units being purchased by the Purchasers hereunder and the limited partner interests represented thereby will be duly authorized by Crestwood pursuant to the Partnership Agreement (as amended by Amendment No. 3 to the Partnership Agreement) prior to the Initial Closing or applicable Subsequent Closing, as the case may be, and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement (as amended by Amendment No. 3 to the Partnership Agreement) or this

Agreement and under applicable state and federal securities laws, (ii) such Liens as are created by the Purchasers and (iii) such Liens as arise under the Partnership Agreement (as amended by Amendment No. 3 to the Partnership Agreement) or the Delaware LP Act. Except as disclosed in the Crestwood SEC Documents, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units; and, except for the Purchased Units to be issued pursuant to this Agreement or as disclosed in the Crestwood SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in Crestwood are outstanding.

(d) Upon issuance in accordance with this Agreement and the terms of the Class A Preferred Units, the Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Basic Documents and under applicable state and federal securities laws, (ii) such Liens as are created by the Purchasers and (iii) such Liens as arise under the Partnership Agreement (as amended by Amendment No. 3 to the Partnership Agreement) or the Delaware LP Act.

Section 3.03 Crestwood SEC Documents; Crestwood Financial Statements. Except as disclosed in the Crestwood SEC Documents, since January 1, 2013, Crestwood’s forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed prior to the date hereof, collectively the “Crestwood SEC Documents”) have been filed with the Commission on a timely basis. The Crestwood SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Crestwood Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequent Crestwood SEC Document) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made in the case of any prospectus, not misleading, (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, (c) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (d) in the case of the Crestwood Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and (e) in the case of the Crestwood Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of Crestwood and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows of Crestwood and its Subsidiaries for the periods then ended. The independent auditor of Crestwood and the General Partner as of the date of the most recent balance sheet of Crestwood is an independent registered public accounting firm with respect to Crestwood and the General Partner and has not resigned or been dismissed as independent registered public accountants of Crestwood as a result of or in connection with any disagreement with Crestwood on any matter of accounting principles or

practices, financial statement disclosure or auditing scope or procedures. Since the date of the most recent balance sheet of Crestwood reviewed or audited by such auditor, and the audit committee of the board of directors of the General Partner until the Initial Closing Date, (i) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Crestwood SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the Securities and Exchange Commission’s rules and guidelines applicable thereto and (ii) there are no material weaknesses or significant deficiencies in Crestwood’s internal controls.

Section 3.04 No Material Adverse Change. Except as expressly set forth in or contemplated by the Crestwood SEC Documents, since December 31, 2013 through the Initial Closing Date: (a) there has not occurred any adverse change, or any development involving or which may reasonably be expected to involve, individually or in the aggregate, an adverse change, in the condition, financial or otherwise, general affairs, business, operations, prospects, properties, management, partners’ capital, stockholders’ equity, net worth or results of operations of the Partnership Entities, taken as a whole, in each case except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (b) there is not, to the knowledge of the Crestwood Entities, any default or event which, with notice or lapse of time or both, would constitute a default under the Crestwood Credit Facility, the Indentures or any other agreement of Crestwood governing material indebtedness for borrowed money, except such events of default and other events as to which requisite waivers or consents have been obtained or which are no longer continuing.

Section 3.05 No Registration Required. Assuming the accuracy of the representations and warranties of each Purchaser contained in Article IV, the issuance and sale of the Purchased Units pursuant to this Agreement is exempt from registration requirements of the Securities Act, and neither Crestwood nor, to the knowledge of Crestwood, any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption

Section 3.06 Litigation. Except as set forth in the Crestwood SEC Documents, there are no legal or governmental proceedings pending to which any Crestwood Entity is a party or to which any Property or asset of any Crestwood Entity is subject that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or which challenges the validity of any of the Basic Documents or the right of any Crestwood Entity to enter into any of the Basic Documents or to consummate the transactions contemplated hereby and thereby and, to the knowledge of Crestwood, no such proceedings are threatened by Governmental Authorities or others.

Section 3.07 No Conflicts. None of (i) the offering, issuance and sale by Crestwood of the Purchased Units and the application of the proceeds therefrom, (ii) the execution, delivery and performance of the Basic Documents, or (iii) the consummation of the transactions contemplated thereby (1) constitutes or will constitute a violation of the Partnership Agreement, the GP LLC Agreement or the other organizational documents of any of Crestwood, the General Partner or the Subsidiaries, (2) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to

which any of Crestwood, the General Partner or the Subsidiaries is a party or by which any of them or any of their respective properties may be bound, (3) violates or will violate any statute, Law, Permit or regulation or any order, judgment, decree or injunction of any court or Governmental Authority or body having jurisdiction over of Crestwood, the General Partner or the Subsidiaries or any of their properties in a proceeding to which any of them or their property is or was a party, or (4) results or will result in the creation or imposition of any Lien upon any property or assets of any of Crestwood, the General Partner or the Subsidiaries, which conflicts, breaches, violations, defaults or liens, in the case of clauses (2), (3) or (4), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.08 Authority; Enforceability. Crestwood has all requisite power and authority to issue, sell and deliver the Purchased Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. All partnership or limited liability company action, as the case may be, required to be taken by the General Partner and Crestwood for the authorization, issuance, sale and delivery of the Purchased Units, the execution and delivery of the Basic Documents and the consummation of the transactions contemplated thereby shall have been validly taken. No approval from the holders of outstanding Common Units is required under the Partnership Agreement or the rules of the NYSE in connection with Crestwood’s issuance and sale of the Purchased Units to the Purchasers. Each of the Basic Documents has been duly and validly authorized and has been or, with respect to the Basic Documents to be delivered at the Initial Closing, will be, validly executed and delivered by Crestwood or the General Partner, as the case may be, and constitutes, or will constitute, the legal, valid and binding obligations of Crestwood or the General Partner, as the case may be, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general principles of equity.

Section 3.09 Approvals. Except as required by the Commission in connection with Crestwood’s obligations under the Registration Rights Agreement, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by Crestwood of any of the Basic Documents or Crestwood’s issuance and sale of the Purchased Units, except (i) as may be required under the state securities or “Blue Sky” Laws, or (ii) where the failure to receive such authorization, consent, approval, waiver, license, qualification or written exemption or to make such filing, declaration, qualification or registration would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.10 MLP Status. Crestwood has, for each taxable year beginning after December 31, 2006, during which Crestwood was in existence, met the gross income requirements of Section 7704(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”). Crestwood expects to meet the gross income requirements of Section 7704(c)(2) of the Code for its taxable year ending December 31, 2014.

Section 3.11 Investment Company Status. None of the Crestwood Entities is now, and immediately after the sale of the Purchased Units hereunder and the application of the net proceeds from such sale none of the Crestwood Entities will be, an “investment company” or a company controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.12 Certain Fees. Except for fees to be paid by Crestwood to the Purchasers or their designee, no fees or commissions are or will be payable by Crestwood to brokers, finders or investment bankers with respect to the sale of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement. Crestwood agrees that it will indemnify and hold harmless the Purchasers from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by Crestwood or alleged to have been incurred by Crestwood in connection with the sale of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

Section 3.13 Insurance. The Crestwood Entities maintain or are entitled to the benefits of insurance from reputable insurers covering their properties, operations, personnel and businesses against such losses and risks as are reasonably adequate to protect them and their businesses in a commercially reasonable manner. None of the Crestwood Entities (i) has received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance or (ii) has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except as described in the Crestwood SEC Documents.

Section 3.14 Books and Records; Xxxxxxxx-Xxxxx Compliance.

(a) Crestwood and its Subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of the Partnership Entities’ financial statements in conformity with GAAP and to maintain accountability for its assets, (iii) access to the Partnership Entities’ assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for the Partnership Entities’ assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Crestwood is not aware of any failures of such internal accounting controls that are material or that would be required to be disclosed pursuant to any applicable Law.

(b) Crestwood has established and maintains disclosure controls and procedures (to the extent required by and as defined in Rules 13a- 15(e) and 15d-15(e) under the Exchange Act, which are designed to provide reasonable assurance that information required to be disclosed by Crestwood in reports that it files or submits under the Exchange Act is recorded, processed, summarized and communicated to Crestwood’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. Crestwood has carried out evaluations of the effectiveness of its disclosure controls and procedures and such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established.

(c) There is and has been no failure on the part of Crestwood and, to Crestwood’s knowledge, the General Partner’s directors or officers, in their capacities as such, to comply in all material respects with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith.

Section 3.15 Listing and Maintenance Requirements. The Common Units are listed on the NYSE, and Crestwood has not received any notice of delisting. The issuance and sale of the Purchased Units and the offer of the Common Units and issuance of such Common Units upon conversion of the Purchased Units does not contravene NYSE rules and regulations.

Section 3.16 Taxes.

(a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the Crestwood Entities has prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate, (ii) each of the Crestwood Entities has timely paid all Taxes that are required to be paid by any of them, (iii) there are no audits, examinations, investigations, actions, suits, claims or other proceedings in respect of Taxes pending or threatened in writing nor has any deficiency for any Tax been assessed by any Governmental Authority in writing against any Crestwood Entity, and (iv) all Taxes required to be withheld by any Crestwood Entity have been withheld and paid over to the appropriate Tax authority (except, in the case of this clause (iv) or clause (i) or (ii) above, with respect to matters contested in good faith and for which adequate reserves have been established on Crestwood’s financial statements in accordance with GAAP). None of the Crestwood Entities has entered into any transaction that, as of the date of this Agreement or applicable Subsequent Closing Date, as the case may be, has been identified by the Internal Revenue Service in published guidance as a “listed transaction” as defined under Section 1.6011-4(b)(2) of the Treasury Regulations promulgated under the Code.

(b) As used in this Agreement, (i) “Taxes” means any and all domestic or foreign, federal, state, local or other taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, including taxes on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, unemployment, social security, workers’ compensation or net worth, and taxes in the nature of excise, withholding, ad valorem or value added, and including any liability in respect of any items described above as a transferee or successor, pursuant to Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Law), or as an indemnitor, guarantor, surety or in a similar capacity under any Contract and (ii) “Tax Return” means any return, report or similar filing (including the attached schedules) filed or required to be filed with respect to Taxes (and any amendments thereto), including any information return, claim for refund or declaration of estimated Taxes.

Section 3.17 Compliance with Laws; Environmental Laws; Pipeline Safety Laws; Permits; and Environmental Permits.

(a) Neither Crestwood nor any of its Subsidiaries is in violation of any Law applicable to Crestwood or its Subsidiaries, except as would not, individually or in the aggregate, have a Material Adverse Effect. Crestwood and its Subsidiaries possess all Permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such Permits would not, individually or in the aggregate, have a Material Adverse Effect, and neither Crestwood nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Permit, except where such potential revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

(b) Each of the Partnership Entities has such Permits as are necessary to own its properties and to conduct its business in the manner described in the Crestwood SEC Documents, subject to such qualifications as may be set forth in the Crestwood SEC Documents and except for such Permits which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect; each of the Partnership Entities has fulfilled and performed all its material obligations with respect to such Permits which are due to have been fulfilled and performed and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any impairment of the rights of the holder of any such Permit, except for such revocations, terminations and impairments that would not, individually or in the aggregate, have a Material Adverse Effect, subject in each case to such qualifications as may be set forth in the Crestwood SEC Documents; and, except as described in the Crestwood SEC Documents, none of such Permits contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

(c) The Crestwood Entities have timely applied for or obtained and are in compliance with all such obtained material Environmental Permits required for their operations as currently conducted, except as (i) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) have been disclosed in Crestwood SEC Documents. Crestwood has not received written notice of any pending action or proceeding and, to the knowledge of the Crestwood Entities, no action or proceeding is threatened, to suspend, revoke, modify or terminate any Environmental Permit held by the Crestwood Entities that would have a Material Adverse Effect on the Crestwood Entities. Except as disclosed on Schedule 3.17(c), the operations of the Crestwood Entities are in compliance with all Environmental Laws and, to the knowledge of the Crestwood Entities, no occurrences or conditions currently exist that would reasonably be expected to adversely affect the Crestwood Entities’ continued compliance with Environmental Laws and Environmental Permits, except as (i) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) have been disclosed in Crestwood SEC Documents. There are no present claims under Environmental Law asserted against any of the Crestwood Entities, including claims relating to the release, spill or disposal of any Hazardous Substances resulting from the operations of the Crestwood Entities, except as such claims (i) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) have been disclosed in Crestwood SEC Documents. Notwithstanding any other provision of this Agreement, the representations and warranties set forth in this Section 3.17(c) are the only representations and warranties relating to Environmental Laws or Environmental Permits.

(d) Except as disclosed on Schedule 3.17(d), the operations of the Crestwood Entities are in compliance with all Pipeline Safety Laws and, to the knowledge of the Crestwood Entities, no occurrences or conditions currently exist that would reasonably be expected to adversely affect the Crestwood Entities’ continued compliance with Pipeline Safety Laws, except as (i) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) have been disclosed in Crestwood SEC Documents. Notwithstanding any other provision of this Agreement, the representations and warranties set forth in this Section 3.17(d) are the only representations and warranties relating to Pipeline Safety Laws

Section 3.18 Title to Property. Each of the Partnership Entities has good and indefeasible title to all real property (save and except for Rights-of-Way) and good title to all personal property described in the Crestwood SEC Documents as owned by such Partnership Entity, free and clear of all Liens except such (i) as are described in the Crestwood SEC Documents, (ii) as are created, arise under or secure the Crestwood Credit Facility or (iii) as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.19 Rights of Way. Each of the Partnership Entities has such consents, easements, rights-of-way or licenses (“Rights-of-Way”) from any person as are necessary to conduct its business in the manner described in the Crestwood SEC Documents, subject to such qualifications as may be set forth in the Crestwood SEC Documents and except for such rights-of-way the failure of which to have obtained would not have, individually or in the aggregate, a Material Adverse Effect.

Section 3.20 Form S-3 Eligibility. As of the Initial Closing Date, Crestwood is eligible to register the resale of its Class A Preferred Units and Common Units for resale by the Purchasers under Form S-3 promulgated under the Securities Act.

Section 3.21 Designated Preferred Stock Covenant. No Crestwood Entity nor their respective Representatives shall, without the unanimous written consent of the holders of Class A Preferred Units, designate the Class A Preferred Units as Designated Preferred Stock (as defined in the Indentures) under the Indentures or any future indenture of any Crestwood Entity.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES AND

COVENANTS OF THE PURCHASERS

Each of the Purchasers, severally but not jointly, represent and warrant and covenant to Crestwood as follows:

Section 4.01 Existence. Such Purchaser is duly organized and validly existing and in good standing under the laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.

Section 4.02 Authorization, Enforceability. Such Purchaser has all necessary legal power and authority to enter into, deliver and perform its obligations under the Basic Documents. The execution, delivery and performance of the Basic Documents by such Purchaser and the consummation by it of the transactions contemplated thereby have been duly and validly authorized by all necessary legal action, and no further consent or authorization of such Purchaser is required. The Basic Documents have been duly executed and delivered by such Purchaser and constitute legal, valid and binding obligations of such Purchaser; provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity and except as the rights to indemnification may be limited by applicable law (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.03 No Breach. The execution, delivery and performance of the Basic Documents by such Purchaser and the consummation by such Purchaser of the transactions contemplated thereby will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which such Purchaser is a party or by which such Purchaser is bound or to which any of the property or assets of such Purchaser is subject, (b) conflict with or result in any violation of the provisions of the organizational documents of such Purchaser, or (c) violate any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over such Purchaser or the property or assets of such Purchaser, except in the case of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by the Basic Documents.

Section 4.04 Certain Fees. No fees or commissions are or will be payable by any Purchaser to brokers, finders or investment bankers with respect to the purchase of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement. Each Purchaser agrees that it will indemnify and hold harmless Crestwood from and against any and all claims, demands or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by such Purchaser or alleged to have been incurred by such Purchaser in connection with the purchase of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

Section 4.05 Unregistered Securities.

(a) Accredited Investor Status; Sophisticated Purchaser. Such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in Purchased Units and the Conversion Units. Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Purchased Units and the Conversion Units.

(b) Information. Such Purchaser and its Representatives have been furnished with all materials relating to the business, finances and operations of Crestwood that have been requested and materials relating to the offer and sale of the Purchased Units and Conversion Units that have been requested by such Purchaser. Such Purchaser and its Representatives have been afforded the opportunity to ask questions of Crestwood. Neither such inquiries nor any other due diligence investigations conducted at any time by such Purchasers and its Representatives shall modify, amend or affect such Purchasers’ right (i) to rely on Crestwood’s representations and

warranties contained in Article III above or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in any Basic Document. Such Purchaser understands that its purchase of the Purchased Units involves a high degree of risk. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Purchased Units.

(c) Residency. Such Purchaser shall cooperate reasonably with Crestwood to provide any information necessary for any applicable securities filings.

(d) Legends. Such Purchaser understands that, until such time as the Purchased Units have been registered pursuant to the provisions of the Securities Act, or the Purchased Units are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Purchased Units will bear a restrictive legend as provided in the Partnership Agreement. Each Purchaser understands that, until such time as the Conversion Units have been registered pursuant to the provisions of the Securities Act, or the Conversion Units are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Units will bear a restrictive legend as provided in the Partnership Agreement.

(e) Purchase Representation. Such Purchaser is purchasing the Purchased Units for its own account and not with a view to distribution in violation of any securities laws. Such Purchaser has been advised and understands that neither the Purchased Units nor the Conversion Units have been registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act). Such Purchaser has been advised and understands that Crestwood, in issuing the Purchased Units, is relying upon, among other things, the representations and warranties of such Purchaser contained in this Article IV in concluding that such issuance is a “private offering” and is exempt from the registration provisions of the Securities Act.

(f) Rule 144. Such Purchaser understands that there is no public trading market for the Purchased Units, that none is expected to develop and that the Purchased Units must be held indefinitely unless and until Purchased Units or Conversion Units received upon conversion thereof are registered under the Securities Act or an exemption from registration is available. Each Purchaser has been advised of and is aware of the provisions of Rule 144 promulgated under the Securities Act.

(g) Reliance by Crestwood. Such Purchaser understands that the Purchased Units are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that Crestwood is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of such Purchaser to acquire the Purchased Units and the Conversion Units issuable upon conversion thereof.

Section 4.06 Short Selling. No Purchaser has engaged in any Short Sales involving Common Units owned by it between April 24, 2014 and the date of execution of this Agreement.

ARTICLE V

INDEMNIFICATION, COSTS AND EXPENSES

Section 5.01 Indemnification by Crestwood. Crestwood agrees to indemnify each Purchaser and their respective Representatives (collectively, “Purchaser Related Parties”) from costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by Crestwood contained herein to be true and correct in all material respects as of the date made (except with respect to any provisions including the word “material” or words of similar import, with respect to which such representations and warranties must have been true and correct) or (ii) the breach of any covenants of Crestwood contained herein, provided that, in the case of the immediately preceding clause (i), such claim for indemnification is made prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to Crestwood shall constitute the date upon which such claim has been made. No Purchaser Related Party shall be entitled to recover special, consequential or punitive damages under this Section 5.01; provided, however, that such limitation shall not prevent any Purchaser Related Party from recovering under this Section 5.01 for any such damages to the extent that such damages (x) are in the form of diminution in value or (y) arise in connection with any Third Party Claims.

Section 5.02 Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Crestwood, the General Partner and their respective Representatives (collectively, “Crestwood Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date made or (ii) the breach of any of the covenants of such Purchaser contained herein, provided that, in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, that for purposes

of determining when an indemnification claim has been made, the date upon which a Crestwood Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of such Purchasers shall not be greater in amount than the sum of such Purchaser’s Initial Unit Purchase Price and any Additional Unit Purchase Price paid as of such time. No Crestwood Related Party shall be entitled to recover special, consequential or punitive damages under this Section 5.02; provided, however, that such limitation shall not prevent any Crestwood Related Party from recovering under this Section 5.02 for any such damages (x) are in the form of diminution in value or (y) to the extent that such damages arise in connection with any Third Party Claims.

Section 5.03 Indemnification Procedure.

(a) A claim for indemnification for any matter not involving a third party claim may be asserted by notice to the party from whom indemnification is sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification which it may claim in accordance with this Article V, except as otherwise provided in Section 5.01 and Section 5.02.

(b) Promptly after any Crestwood Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third Party Claim”), the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such Third Party Claim, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such Third Party Claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than ten (10) days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within ten (10) Business Days of when the Indemnified Party provides written notice of a Third Party Claim, failed (y) to assume the defense or employ counsel reasonably acceptable to the Indemnified

Party and (z) notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party. The remedies provided for in this Section 5.03 are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

Section 5.04 Tax Matters. All indemnification payments under this Article V shall be adjustments to the Purchase Price except as otherwise required by applicable Law.

ARTICLE VI

MISCELLANEOUS

Section 6.01 Expenses. All costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the Basic Documents and the transactions contemplated thereby shall be paid by the party incurring such costs and expenses; provided, however, that Crestwood shall pay to the Purchaser (i) a transaction fee equal to 2.0% of the Initial Unit Purchase Price (the “Initial Transaction Fee”), pro rata and (ii) a transaction fee equal to 2.0% of the Additional Unit Purchase Price (each a “Subsequent Transaction Fee”), pro rata. The Initial Transaction Fee and each Subsequent Transaction Fee will be made by netting such fee from each Purchaser’s ICD Purchase Price or SCD Purchase Price at the Initial Closing or Subsequent Closing, respectively.

Section 6.02 Interpretation. Article, Section, Schedule and Exhibit references in this Agreement are references to the corresponding Article, Section, Schedule or Exhibit to this Agreement, unless otherwise specified. All Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof as if set forth in full herein and are an integral part of this Agreement. All references to instruments, documents, Contracts and agreements are references to such instruments, documents, Contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Whenever Crestwood has an obligation under the Basic Documents, the expense of complying with that obligation shall be an expense of Crestwood unless otherwise specified. Any reference in this Agreement to $ shall mean U.S. dollars. Whenever any determination, consent or approval is to be made or given by a Purchaser, such action shall be in such Purchaser’s sole discretion, unless otherwise specified in this Agreement. If any provision in the Basic Documents is held to be illegal, invalid, not binding or unenforceable, (i) such provision

shall be fully severable and the Basic Documents shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of the Basic Documents, and the remaining provisions shall remain in full force and effect and (ii) the parties hereto shall negotiate in good faith to modify the Basic Documents so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to the Basic Documents, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Any words imparting the singular number only shall include the plural and vice versa. The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.

Section 6.03 Survival of Provisions. The representations and warranties set forth in Section 3.01(a), Section 3.02, Section 3.04, Section 3.08, Section 3.09, Section 3.11, Section 3.12, Section 4.01, Section 4.02, Section 4.04 and Section 4.05 hereunder shall survive the execution and delivery of this Agreement indefinitely, the representations and warranties set forth in Section 3.16 shall survive for a period of three (3) years following the Initial Closing Date or Subsequent Closing Date, as applicable, regardless of any investigation made by or on behalf of Crestwood or the Purchasers and the other representations and warranties set forth herein shall survive for a period of fifteen (15) months following the Initial Closing Date or Subsequent Closing Date, as applicable, regardless of any investigation made by or on behalf of Crestwood or the Purchasers. The covenants made in this Agreement or any other Basic Document shall survive the Initial Closing and remain operative and in full force and effect regardless of acceptance of any of the Purchased Units and payment therefor and repayment, conversion or repurchase thereof. Regardless of any purported general termination of this Agreement, the provisions of Article V and all indemnification rights and obligations of Crestwood and the Purchasers thereunder, and this Article VI shall remain operative and in full force and effect as between Crestwood and each Purchaser, unless Crestwood and the applicable Purchaser execute a writing that expressly (with specific references to the applicable Section or subsection of this Agreement) terminates such rights and obligations as between Crestwood and such Purchaser.

Section 6.04 No Waiver; Modifications in Writing.

(a) Delay. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

(b) Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification or termination of any provision of any Basic Document (except in the case of the Partnership Agreement for amendments adopted pursuant to Article XIII thereof) shall be effective unless signed by each of the parties thereto affected by such amendment, waiver, consent, modification or termination. Any amendment, supplement or modification of or to any provision of any Basic Document, any waiver of any provision of any Basic Document and any consent to any departure by Crestwood from the terms of any provision of any Basic Document shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on Crestwood in any case shall entitle Crestwood to any other or further notice or demand in similar or other circumstances. Any investigation by or on behalf of any party shall not be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein.

Section 6.05 Binding Effect. This Agreement shall be binding upon Crestwood, each of the Purchasers and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

Section 6.06 Non-Disclosure.

(a) For one year after the Initial Closing Date, no Purchaser shall, directly or indirectly, disclose to any person any information received from Crestwood, in any form, whether acquired prior to or after the Initial Closing Date, relating to the business and operations of the Crestwood Entities; provided, however, that information shall not be deemed confidential information for purposes of this Section 6.06, where such information (i) was already known to such Purchaser (or its Representatives) at the time of disclosure, (ii) later becomes known to such Purchaser by having been disclosed to such Purchaser (or its Representatives) by a third party to such Purchaser’s knowledge not subject to any legally binding obligation to keep such information confidential or otherwise prohibited from transmitting such information, (iii) is or becomes publicly known through no wrongful act of such Purchaser (or its Representatives), or (iv) is independently developed by such Purchaser (or its Representatives) without reference to any confidential information disclosed to such Purchaser under this Agreement or the Confidentiality Agreements. Notwithstanding the foregoing, a Purchaser may disclose any information relating to the business and operations of the Crestwood Entities (i) to its Representatives, Affiliates, and funding sources and limited partners, investors, and potential investors of such Purchaser and its Affiliates, to whom such disclosure is necessary or convenient and who in each case either (1) acknowledge that they are bound by the confidentiality provisions of this Agreement and the Confidentiality Agreements or (2) are bound by confidentiality obligations to the Purchaser or its Affiliates that are at least as stringent as the confidentiality provisions of this Agreement and the Confidentiality Agreements, and in each case the Purchasers shall use reasonable best efforts to cause such Representatives, Affiliates, and funding sources and limited partners, investors, and potential investors of such Purchaser and its Affiliates to keep any such information confidential; (ii) to any transferee or proposed transferee of the Purchased Units permitted under the Partnership Agreement; (iii) as required by applicable Law or any securities exchange or market rule; (iv) as may be requested or required by any Governmental Authority (provided that such Purchaser first notifies Crestwood and gives Crestwood the opportunity to contest such request or requirement, in each case as permitted by

applicable Law (except no such opportunity shall be afforded in the case of a routine audit or examination by, or a blanket document request from, a governmental or regulatory entity that does not reference the Partnership)); or (v) except with prior notice of such request for disclosure to, and consent of, Crestwood (which consent may be withheld in Crestwood’s sole discretion).

(b) Other than filings made by Crestwood with the Commission, the Crestwood Entities and any of their respective Representatives shall disclose the identity of, or any other information concerning the Purchasers or any of their respective Affiliates only after providing the Purchasers a reasonable opportunity to review and comment on such disclosure (with such comments being incorporated or reflected, to the extent reasonable, in any such disclosure); provided, however, that nothing in this Section 6.06 shall delay any required filing or other disclosure with the Commission, NYSE or any Governmental Authority or otherwise hinder the Crestwood Entities’ or their Representatives’ ability to timely comply with all laws or rules and regulations of the Commission, NYSE or other Governmental Authority.

(c) Notwithstanding anything to the contrary in this Section 6.06, Crestwood and the General Partner agree that the Purchasers may (i) publicize their ownership in Crestwood, as well as the identity of Crestwood, the size of the investment and its pricing terms with respect to the Class A Preferred Units on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (ii) display Crestwood’s corporate logo in conjunction with any such reference.

Section 6.07 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery or personal delivery to the following addresses

(a)

If to the Purchasers:

Magnetar Financial LLC

0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Chief Legal Officer

Facsimile: (000) 000-0000

Email: xxxxxxx@xxxxxxxx.xxx

GSO COF II Holdings Partners LP

000 Xxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxxx Xxxxx

Facsimile: (000) 000-0000

Email: Xxxxxx.Xxxxx@xxxxxx.xxx

with copies to:

Attention: Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxx

Email: Xxxxxxx.Xxxxxxxx@xxxxxx.xxx and Xxxxxx.Xxxxxx@xxxxxx.xxx

GE Structured Finance, Inc.

000 Xxxx Xxxxx Xxxx

Xxxxxxxx, XX 00000

Attention: General Counsel

with a copy to

Attention: Xxxx Xxxxxx

Facsimile: (000) 000-0000

Email: xxxx.xxxxxx@xx.xxx

with a copy to (which shall not constitute notice):

Xxxxxxx Xxxxx LLP

000 Xxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxx 00000

Attention: G. Xxxxxxx X’Xxxxx

Facsimile: (000) 000-0000

Email: xxxxxxx@xxxxx.xxx

and, in the case of GE Structured Finance, Inc., with a copy to (which shall not constitute notice):

Sidley Austin LLP

0000 Xxxxxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxx 00000

Attention: Xxxxxxx X. Xxxxxxxxxx

Facsimile: (000) 000-0000

Email: xxxxxxxxxxx@xxxxxx.xxx

(b)

If to Crestwood:

Crestwood Midstream Partners LP

Two Xxxxx Xxxxx Xxxxxxxxx

Xxxxx 000

Xxxxxx Xxxx, Xxxxxxxx 00000

Attention: Xxxxxxx X. Xxxxxxxx

Email: xxxx.xxxxxxxx@xxxxxxxxxxx.xxx;

with a copy to (which shall not constitute notice):

Crestwood Midstream Partners LP

000 Xxxxxxxxx Xxxxxx

Xxxxx 0000

Xxxxxxx, XX 00000-0000

Attention: Xxxx X. Xxxxxxx

Email: xxxx.xxxxxxx@xxxxxxxxxxx.xxx

with a copy to (which shall not constitute notice):

Xxxxxx & Xxxxxx LLP

0000 Xxxxxx Xxxxxx

Xxxxx 0000

Xxxxxxx XX 00000-0000

Attention: Xxxxxxx Xxxxxx

Facsimile: 713.615-5794

Email: xxxxxxx@xxxxx.xxx

or to such other address as Crestwood or the Purchasers may designate in writing. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt of the overnight courier copy, if sent via facsimile; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 6.08 Removal of Legend. In connection with a sale of the Purchased Units by a Purchaser in reliance on Rule 144, the applicable Purchaser or its broker shall deliver to the transfer agent and Crestwood a broker representation letter providing to the transfer agent and Crestwood any information Crestwood deems necessary to determine that the sale of the Purchased Units is made in compliance with Rule 144, including, as may be appropriate, a certification that the Purchaser is not an Affiliate of Crestwood and regarding the length of time the Purchased Units have been held. Upon receipt of such representation letter, Crestwood shall promptly direct its transfer agent to remove the notation of a restrictive legend in such Purchaser’s or the book-entry account maintained by the transfer agent, including the legend referred to in Section 4.05, and Crestwood shall bear all costs associated therewith. After a registration statement under the Securities Act permitting the public resale of the Purchased Units has become effective or any Purchaser or its permitted assigns have held the Purchased Units for one year, if the book-entry account of such Purchased Units still bears the notation of the restrictive legend referred to in Section 4.05, Crestwood agrees, upon request of the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 4.05 from the Purchased Units, and Crestwood shall bear all costs associated therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Purchaser or its permitted assigns provide to Crestwood any information Crestwood deems reasonably necessary to determine that the legend is no longer required under the Securities Act or applicable state laws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of Crestwood (and a covenant to inform Crestwood if it should thereafter become an Affiliate and to consent to the notation of an appropriate restriction) and regarding the length of time the Purchased Units have been held. Crestwood shall cooperate with each Purchaser to effect the removal of the legend referred to in Section 4.05 at any time such legend is no longer appropriate.

Section 6.09 Entire Agreement. This Agreement, the other Basic Documents and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or the other Basic Documents with respect to the rights

granted by Crestwood or any of its Affiliates or the Purchasers or any of their respective Affiliates set forth herein or therein. This Agreement, the other Basic Documents and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 6.10 Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Section 6.11 Waiver of Jury Trial. THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 6.12 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.


CRESTWOOD MIDSTREAM PARTNERS LP
By:	Crestwood Midstream GP LLC, its general partner

	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President and
		Chief Financial Officer

MTP ENERGY MASTER FUND LTD
By:	MTP ENERGY MANAGEMENT LLC, its investment manager
By:	MAGNETAR FINANCIAL LLC, its sole member

	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Chief Compliance Officer
		Magnetar Financial LLC

MTP ENERGY OPPORTUNITIES FUND LLC
By:	MTP ENERGY MANAGEMENT LLC, its managing member
By:	MAGNETAR FINANCIAL LLC, its sole member

	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Chief Compliance Officer
		Magnetar Financial LLC

MTP ENERGY CM LLC
By:	MAGNETAR FINANCIAL LLC, its manager

	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Chief Compliance Officer
		Magnetar Financial LLC

HIPPARCHUS FUND LP
By:	MAGNETAR FINANCIAL LLC, its general partner

	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Chief Compliance Officer
		Magnetar Financial LLC

[Signature Page to Purchase Agreement]


MAGNETAR CAPITAL FUND II LP
By:	MAGNETAR FINANCIAL LLC, its general partner

	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Chief Compliance Officer
		Magnetar Financial LLC

MAGNETAR STRUCTURED CREDIT FUND, LP
By:	MAGNETAR FINANCIAL LLC, its general partner

	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Chief Compliance Officer
		Magnetar Financial LLC

MAGNETAR GLOBAL EVENT DRIVEN FUND LLC
By:	MAGNETAR FINANCIAL LLC, its manager

	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Chief Compliance Officer
		Magnetar Financial LLC

XXXXXXXXX PARTNERS LLC
By:	MAGNETAR FINANCIAL LLC, its investment manager

	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Chief Compliance Officer
		Magnetar Financial LLC

SPECTRUM OPPORTUNITIES FUND LP
By:	MAGNETAR FINANCIAL LLC, its general partner

	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Chief Compliance Officer
		Magnetar Financial LLC

MAGNETAR ANDROMEDA SELECT FUND LLC
By:	MAGNETAR FINANCIAL LLC, its manager

	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Chief Compliance Officer
		Magnetar Financial LLC

[Signature Page to Purchase Agreement]


MAGNETAR CONSTELLATION FUND IV LLC
By:	MAGNETAR FINANCIAL LLC, its manager

	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Chief Compliance Officer
		Magnetar Financial LLC

COMPASS HTV LLC
By:	MAGNETAR FINANCIAL LLC, its investment manager

	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Chief Compliance Officer
		Magnetar Financial LLC

GSO COF II HOLDINGS PARTNERS LP
By:	GSO Capital Opportunities Associates II LLC, its General Partner

	By:	/s/ Xxxxxx Lannarone
	Name:	Xxxxxx Lannarone
	Title:	Authorized Signatory

GE STRUCTURED FINANCE, INC.

	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Vice President

[Signature Page to Purchase Agreement]

Schedule A


Purchaser	Commitment Amount		Remaining Unfunded Commitment Amount		Initial Units		Initial Unit Purchase Price
MTP Energy Master Fund Ltd	$	125,000,033.10	$	50,000,003.20		2,988,049	$	75,000,029.90
MTP Energy CM LLC	$	63,022,987.60	$	25,209,185.00		1,506,526	$	37,813,802.60
MTP Energy Opportunities Fund LLC	$	29,999,996.90	$	12,000,008.80		717,131	$	17,999,988.10
Magnetar Structured Credit Fund, LP	$	12,408,134.80	$	4,963,248.90		296,609	$	7,444,885.90
Magnetar Constellation Fund IV LLC	$	10,359,999.90	$	4,144,010.00		247,649	$	6,215,989.90
Compass HTV LLC	$	9,928,907.40	$	3,971,573.00		237,344	$	5,957,334.40
Magnetar Capital Fund II LP	$	8,492,710.50	$	3,397,084.20		203,013	$	5,095,626.30
Xxxxxxxxx Partners LLC	$	6,197,491.20	$	2,479,001.50		148,147	$	3,718,489.70
Magnetar Global Event Driven Fund LLC	$	6,174,374.10	$	2,469,739.60		147,595	$	3,704,634.50
Magnetar Andromeda Select Fund LLC	$	4,999,819.60	$	1,999,917.80		119,518	$	2,999,901.80
Hipparchus Fund LP	$	2,011,413.60	$	804,555.40		48,082	$	1,206,858.20
Spectrum Opportunities Fund LP	$	1,404,144.20	$	561,662.70		33,565	$	842,481.50
GSO COF II Holdings Partners LP	$	199,999,987.70	$	80,000,000.10		4,780,876	$	119,999,987.60
GE Structured Finance, Inc.	$	19,999,981.20	$	7,999,997.50		478,087	$	11,999,983.70
Total:	$	499,999,981.80	$	199,999,987.70		11,952,191	$	299,999,994.10

Schedule A-1

EXHIBIT A

FORM OF OPINION OF XXXXXX & XXXXXX LLP

Capitalized terms used but not defined herein have the meanings assigned to such terms in the Class A Preferred Unit Purchase Agreement (the “Purchase Agreement”). Crestwood shall furnish to the Purchasers at the Initial Closing an opinion of Xxxxxx & Xxxxxx LLP, counsel for Crestwood, addressed to the Purchasers and dated the Initial Closing Date in form satisfactory to the Purchasers, and the Purchasers, stating that:

(i) Each of the Crestwood Entities is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation. Each of the Crestwood Entities has all requisite corporate, limited liability company or partnership power and authority, as applicable, under the laws of its jurisdiction of incorporation or formation necessary to own its properties and carry on its business in all material respects as its business is now being conducted as described in the Crestwood SEC Documents.

(ii) Except as described in the Crestwood SEC Documents filed prior to the date of the Purchase Agreement and for restrictions on the transfer, pledge or other encumbrance of ownership or assets arising under federal, state or local laws applicable to natural gas storage and transportation assets, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of any capital stock, partnership interests or membership interests of any of the Crestwood Entities, except rights or restrictions pursuant to the organizational documents of any such Crestwood Entity or any other agreement or instrument to which any such Crestwood Entity is a party or by which any such Crestwood Entity may be bound.

(iii) The Initial Units to be issued and sold to the Purchasers by Crestwood pursuant to the Purchase Agreement and the limited partner interests represented thereby have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of the Purchase Agreement, will be validly issued in accordance with the terms of the Partnership Agreement, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).

(iv) No authorization, consent, approval, waiver, license, qualification, filing, declaration, qualification or registration with, any Governmental Authority is required for the issuance and sale by Crestwood of the Initial Units, the execution, delivery and performance by the Crestwood of the Basic Documents, or the consummation of the transactions contemplated by any of such agreements, except (i) as may be required in connection with Crestwood’s obligations under the Registration Rights Agreement to register the resale of the Common Units issuable upon conversion of the Initial Units under the Securities Act and the applicable rules and regulations of the Commission thereunder, (ii) those that have been obtained or (iii) as may be required under state securities or “Blue Sky” laws, as to which we do not express any opinion.

Exhibit A-1

(v) Assuming the accuracy of the representations and warranties of the Purchasers and Crestwood contained in the Purchase Agreement, the offer, issuance and sale of the Initial Units by Crestwood to the Purchasers solely in the manner contemplated by the Purchase Agreement are exempt from the registration requirements of the Securities Act; provided that we express no opinion as to any subsequent sale.

(vi) Crestwood is not an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(vii) None of the offering, issuance and sale by Crestwood of the Initial Units or the execution, delivery and performance of the Basic Documents by Crestwood or the consummation of the transactions contemplated thereby will result in a breach or violation of (A) the Partnership Agreement, (B) any agreement filed as an exhibit to Crestwood’s Annual Report on Form 10-K for the year ended December 31, 2013 or any Current Report or Quarterly Report filed thereafter, except for those agreements identified on Schedule I hereto or (C) the Delaware LP Act or U.S. federal law, which in the case of clauses (B) or (C) would be reasonably expected to have a Material Adverse Effect; provided, however, that we express no opinion pursuant to this paragraph (vii) with respect to federal or state securities or anti-fraud statutes, rules or regulations.

(viii) Each of Basic Documents (other than the Purchase Agreement) has been duly authorized and validly executed and delivered by Crestwood and the General Partner, as the case may be, and each of the Basic Documents constitutes a valid and binding obligation of Crestwood and the General Partner, as the case may be, enforceable against Crestwood and the General Partner, as the case may be, in accordance with its terms, except insofar as the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

Exhibit A-2

Schedule I

1.	Credit Agreement, dated October 7, 2013 (as amended or supplemented to the date hereof), by and among Crestwood Midstream Partners LP, as borrower, the lenders party thereto, and Xxxxx Fargo Bank, National Association, as administrative agent and collateral agent.

2.	Indenture, dated as of April 1, 2011 (as amended or supplemented to the date hereof), by and among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.

3.	Indenture, dated as of November 8, 2013 (as amended or supplemented to the date hereof), by and among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the guarantors party thereto and U.S. Bank National Association, as trustee.

Exhibit A-3

EXHIBIT B

FORM OF OPINION

The Purchasers listed on Schedule I hereto

Ladies and Gentlemen:

We have acted as counsel to Crestwood Midstream Partners LP, a Delaware limited partnership (the “Company”), in connection with the purchase by you on the date hereof of Class A Preferred Units (the “Units”) issued by the Company pursuant to the Class A Preferred Unit Purchase Agreement, dated as of June 17, 2014 (the “Purchase Agreement”), among the Company and the purchasers party thereto (the “Purchasers”).

We have examined the Purchase Agreement; Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of the Company, dated as of June 17, 2014; and the Registration Rights Agreement, dated as of June 17, 2014 (the “Registration Rights Agreement”), among the Company and the Purchasers. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing and upon originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations, as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Exhibit B-1

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the issue and sale of the Units by the Company and the execution, delivery and performance by the Company of the Purchase Agreement and the Registration Rights Agreement will not breach or result in a default under any of the agreements or instruments identified on Schedule II hereto.

We do not express any opinion herein concerning any law other than the law of the State of New York.

This opinion letter is rendered to you in connection with the above-described transaction. This opinion letter may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without our prior written consent.

Very truly yours,

Exhibit B-2

SCHEDULE I

PURCHASERS

MTP Energy Master Fund Ltd

MTP Energy Opportunities Fund LLC

MTP Energy CM LLC

Hipparchus Fund LP

Magnetar Capital Fund II LP

Magnetar Structured Credit Fund, LP

Magnetar Global Event Driven Fund LLC

Xxxxxxxxx Partners LLC

Spectrum Opportunities Fund LP

Magnetar Andromeda Select Fund LLC

Magnetar Constellation Fund IV LLC

Compass HTV LLC

GSO COF II Holdings Partners LP

GE Structured Finance, Inc.

Exhibit B-3

SCHEDULE II

CONTRACTS

1.	Credit Agreement, dated October 7, 2013 (as amended or supplemented to the date hereof), by and among Crestwood Midstream Partners LP, as borrower, the lenders party thereto, and Xxxxx Fargo Bank, National Association, as administrative agent and collateral agent.

2.	Indenture, dated as of April 1, 2011 (as amended or supplemented to the date hereof), by and among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.

3.	Indenture, dated as of November 8, 2013 (as amended or supplemented to the date hereof), by and among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the guarantors party thereto and U.S. Bank National Association, as trustee.

Exhibit B-4

EXHIBIT C

FORM OF GENERAL PARTNER WAIVER

[Date]

Crestwood Midstream GP LLC (the “General Partner”), a Delaware limited liability company and the general partner of Crestwood Midstream Partners LP (“Crestwood”), in its own capacity and in its capacity as the general partner of Crestwood, hereby waives any preemptive rights it may hold pursuant to Section 5.8 of the First Amended and Restated Agreement of Limited Partnership of Crestwood, dated as of December 21, 2011, as amended, with respect to the Partnership’s privately-negotiated Class A Preferred Unit Purchase Agreement, dated as of June 17, 2014, by and among Crestwood and each of the Purchasers set forth in Schedule A thereto, to issue and sell an aggregate of 11,952,191 Class A Preferred Units representing limited partner interests of Crestwood for a cash purchase price of $25.10 per Class A Preferred Unit.

IN WITNESS WHEREOF, the undersigned executes this General Partner Waiver, effective as of the date first above written.


CRESTWOOD MIDSTREAM GP LLC

By:
Name:
Title:

Exhibit C-1

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CLASS A PREFERRED UNIT PURCHASE AGREEMENT among CRESTWOOD MIDSTREAM PARTNERS LP and THE PURCHASERS PARTY HERETO

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