VOTING AGREEMENT BY AND AMONG INERGY, L.P., INERGY MIDSTREAM, L.P., NRGM GP, LLC, AND INTREPID MERGER SUB, LLC AND CRESTWOOD GAS SERVICES GP LLC, CRESTWOOD GAS SERVICES HOLDINGS LLC, AND CRESTWOOD HOLDINGS LLC AND CRESTWOOD MIDSTREAM PARTNERS LP Dated...Voting Agreement • May 9th, 2013 • Inergy Midstream, L.P. • Natural gas transmission • Delaware
This VOTING AGREEMENT, dated as of May 5, 2013 (this “Agreement”), is entered into by and among Inergy, L.P., a Delaware limited partnership (“NRGY”), Inergy Midstream, L.P., a Delaware limited partnership (“NRGM”), NRGM GP, LLC, a Delaware limited liability company and the general partner of NRGM (“NRGM GP”), Intrepid Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of NRGM (“Merger Sub” and, collectively with NRGY, NRGM and NRGM GP, the “Inergy Parties”), on the one hand, and Crestwood Gas Services GP LLC, a Delaware limited liability company (“CMLP GP”), Crestwood Gas Services Holdings LLC, a Delaware limited liability company (“CW Gas Holdings”) and Crestwood Holdings LLC, a Delaware limited liability company (“CW Holdings” and, collectively with CMLP GP and CW Gas Holdings, the “Crestwood Parties”), and Crestwood Midstream Partners LP, a Delaware limited partnership (“CMLP”).
OPTION AGREEMENT BY AND AMONG INERGY, L.P., INERGY MIDSTREAM, L.P., NRGM GP, LLC, AND INTREPID MERGER SUB, LLC AND CRESTWOOD GAS SERVICES GP LLC, CRESTWOOD GAS SERVICES HOLDINGS LLC, AND CRESTWOOD HOLDINGS LLC Dated as of May 5, 2013Option Agreement • May 9th, 2013 • Inergy Midstream, L.P. • Natural gas transmission • Delaware
This OPTION AGREEMENT, dated as of May 5, 2013 (this “Agreement”), is entered into by and among Inergy, L.P., a Delaware limited partnership (“NRGY”), Inergy Midstream, L.P., a Delaware limited partnership (“NRGM”), NRGM GP, LLC, a Delaware limited liability company and the general partner of NRGM (“NRGM GP”), Intrepid Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of NRGM (“Merger Sub” and, collectively with NRGY, NRGM and NRGM GP, the “Inergy Parties”), on the one hand, and Crestwood Gas Services GP LLC, a Delaware limited liability company (“CMLP GP”), Crestwood Gas Services Holdings LLC, a Delaware limited liability company (“CW Gas Holdings”) and Crestwood Holdings LLC, a Delaware limited liability company (“CW Holdings” and, collectively with CMLP GP and CW Gas Holdings, the “Crestwood Parties”).
FORM OF] INERGY MIDSTREAM, L.P. LONG TERM INCENTIVE PLAN AMENDMENT TO RESTRICTED UNIT AWARD AGREEMENTSRestricted Unit Award Agreement • May 9th, 2013 • Inergy Midstream, L.P. • Natural gas transmission • Delaware
THIS AMENDMENT TO RESTRICTED UNIT AWARD AGREEMENTS (this “Amendment”), dated as of «Date», is between NRGM GP, LLC, a Delaware limited liability company (the “General Partner”) and «First» «Last» (“Holder”).
AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 5, 2013 BY AND AMONG INERGY MIDSTREAM, L.P., NRGM GP, LLC, INTREPID MERGER SUB, LLC, INERGY, L.P., CRESTWOOD HOLDINGS LLC (SOLELY FOR PURPOSES OF SECTION 3.4(A)), CRESTWOOD MIDSTREAM PARTNERS LP AND...Merger Agreement • May 9th, 2013 • Inergy Midstream, L.P. • Natural gas transmission • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 5, 2013 (the “Execution Date”), is entered into by and among Crestwood Midstream Partners LP, a Delaware limited partnership (“MLP”), Crestwood Gas Services GP LLC, a Delaware limited liability company (“MLP General Partner”), Crestwood Holdings LLC, a Delaware limited liability company (“CW Holdings”) (solely for purposes of Section 3.4(a)), Inergy Midstream, L.P., a Delaware limited partnership (“Buyer”), NRGM GP, LLC, a Delaware limited liability company (“Buyer General Partner”), Inergy, L.P., a Delaware limited partnership (“NRGY”), and Intrepid Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (“Merger Sub”).
