Inergy Gas Marketing, LLC
(Exact name of registrant as specified in its charter)
Exact Name of Registrant as Specified in its Charter (or Other Organizational Document) | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification Number | Address, Including Zip Code, and Telephone Number, Including Area Code, of Principal Executive Offices | |||
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Inergy Pipeline East, LLC
(Exact name of registrant as specified in its charter)
Houston, Texas 77002 (832) 519-2200 | ||
Sabine Treating, LLC |
Inergy Storage, Inc.
(Exact name of registrant as specified in its charter)
Houston, Texas 77002 (832) 519-2200 |
Stagecoach Pipeline & Storage Company LLC Stellar Propane Service, LLC US Salt, LLC The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the SUBJECT TO COMPLETION, DATED PRELIMINARY PROSPECTUS Offer to Exchange (the "Exchange Offer") We are conducting the exchange offer in order to provide you with an opportunity to exchange your unregistered outstanding notes for freely tradable notes that have been registered under the Securities Act. The Exchange Offer Results of the Exchange Offer All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture governing the outstanding notes. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not See " Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of The date of this prospectus is , You should rely only on the information contained in or incorporated by reference Cautionary Statement Regarding Forward-Looking Statements Prospectus Summary Risk Factors The Exchange Offer Ratio of Earnings to Fixed Charges Use of Proceeds Description of Notes Plan of Distribution Certain United States Federal Income Tax Consequences Legal Matters Experts Where You Can Find More Information Incorporation of Certain Documents by Reference Annex A: Letter of Transmittal Throughout this prospectus, This prospectus incorporates Important factors that could cause our markets (particularly unconventional shale plays) in which we provide services; operations, including with respect to our recently consummated merger transaction with Crestwood Equity Partners LP ("CEQP"); forward-looking statements. Other factors could also have material adverse effects on future results. Consequently, all of the Although the expectations in the forward-looking statements are based on our current beliefs and expectations, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date hereof. Except as required by federal and state securities laws, we This summary highlights some of the information We On May 5, 2015, Crestwood Equity Partners LP ("CEQP), us and certain of our affiliates entered into a definitive agreement under which we agreed to merge with a wholly-owned subsidiary of CEQP (the "Simplification Merger"). You should carefully consider all the information On Expiration The exchange offer will expire at 12: Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for the outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are our "affiliate" within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: • you are acquiring the exchange notes in the ordinary course of your business; and • you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes. If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See "Plan of Distribution." Any holder of outstanding notes who: • is our affiliate; • does not • tenders its outstanding notes in the exchange offer with the intention to participate, or for the cannot rely on the Withdrawal Conditions to the Exchange Offer The exchange offer is subject to customary conditions, which we may waive. See "The Exchange Offer—Conditions to the Exchange Offer." Procedures for Tendering Outstanding Notes If you wish to participate in the exchange offer, you must If you • you are not our "affiliate" within the meaning of Rule 405 under the Securities Act; • you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes; • you are acquiring the exchange notes in the ordinary course of your business; and • if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes. Special Procedures for Beneficial Owners If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time Guaranteed Delivery Procedures If you wish to tender your outstanding notes and your outstanding notes are not immediately available, or you cannot deliver your outstanding notes, the letter of transmittal or any Effect on Holders of Outstanding Notes As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of, the exchange Consequences of Failure to Exchange All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture governing the notes. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except The exchange of We Exchange Agent U.S. Bank National Association The Issuers Crestwood Midstream Finance Corp., a Delaware corporation, is a wholly-owned subsidiary of the Partnership that has no material assets and was formed for the sole purpose of being a co-issuer or guarantor of some of our indebtedness, including the exchange notes. Securities Offered $ The exchange notes will mature on April 1, 2023. Interest Interest on the Interest Payment Dates We will pay interest on Guarantees All of our None of our unrestricted subsidiaries will guarantee the The exchange notes and the guarantees will be general unsecured obligations of the Issuers and the guarantors and will be pari passu in right of payment with all of the Issuers' and the guarantors' existing and future unsecured senior liabilities, including the existing notes. The exchange notes and the guarantees will be senior in right of payment to any of the Issuers' and the guarantors', respectively, future subordinated indebtedness, if any. The exchange notes will be structurally subordinated in right of payment to all indebtedness of any of the Issuers' non-guarantor subsidiaries. The exchange notes and the guarantees will be effectively subordinated to the Issuers' and the guarantors', respectively, existing and future secured obligations, including all borrowings under the Revolving Credit Facility, to the extent of the value of the assets securing such indebtedness. As of December 31, 2015, our total outstanding long-term indebtedness was approximately $2,543.6 million, of which approximately $735.0 million was secured indebtedness under the Revolving Credit Facility, and approximately $399.0 million was available under the Revolving Credit Facility, after considering our most restrictive debt covenants under the Revolving Credit Facility. Optional Redemption We may redeem At any time prior to • at least 50% of the aggregate principal amount of the notes (including any additional notes issued after the issue date) remains outstanding immediately after the occurrence of such redemption • such redemption occurs within 180 days of the date of the closing of any such equity offering. We may redeem some or all of the exchange notes prior to April 1, 2018 at a redemption price equal to 100% of the principal amount thereof, plus a "make-whole" premium as set forth under "Description of Notes—Optional Redemption," plus accrued and unpaid interest, if any, to the Upon a "change of control" (as defined in the indenture governing the notes), if we do not otherwise redeem the exchange notes, each holder of exchange notes will be entitled to require us to repurchase all or a portion of its exchange notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of such repurchase. See "Description of Notes—Repurchase at the Option of Holders—Change of Control." Our ability to purchase the exchange notes upon a "change of control" will be limited by the terms of our Certain The indenture governing the notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: • incur additional indebtedness; • pay dividends or repurchase or redeem equity interests; • limit dividends or other payments by restricted subsidiaries that are not guarantors to us or our other subsidiaries; • make certain investments; • incur liens; • enter into certain types of transactions with our affiliates; and • sell assets or consolidate or merge with or into other companies. However, many of these covenants will be terminated if: • both Standard & Poor's Ratings Services and Moody's Investors Service, Inc. assign the notes an investment grade rating; and • no default under the indenture governing the notes has occurred and is continuing. These and other covenants contained in the indenture governing the notes are subject to important exceptions and qualifications, No Prior Market The exchange notes Risk Factors Risks Related to the Exchange Offer We do not intend to apply for a listing of the exchange notes on a securities exchange or on any automated dealer quotation system. There is currently no established market for the exchange notes, and we cannot assure you as to the liquidity of markets that may develop for the exchange notes, your ability to sell the exchange notes or the price at which you would be able to sell the exchange notes. If such markets were to exist, the exchange notes could trade at prices that may be Certain persons who participate in the Exchange Offer must deliver a prospectus in connection with resales of the exchange notes. Based on interpretations of the staff of the SEC contained in the Exxon Capital Holdings Corporation no action letter (available May 13, 1988), as interpreted in the Shearman & Sterling no action letter (available July 2, 1993) and the Morgan Stanley & Co. Incorporated no action letter (available June 5, 1991), we believe that you may offer for resale, resell or We We our ability to Our level of indebtedness could adversely affect our ability to As of December 31, 2015, our If we We cannot assure you that we would be able to Our debt could have important consequences to you. For example, it could: In addition, if we fail to comply with the covenants or other terms of any agreements governing our debt, our lenders may have the right to accelerate the maturity of that debt and foreclose upon the collateral securing that debt. Realization of any of these factors could adversely affect our financial condition. In the event of a default, we may have insufficient funds to make any payments due on the notes. A default under the indentures governing the existing notes and under the indenture governing the notes could lead to a default under existing and future agreements governing our indebtedness, including the credit agreement governing the Revolving Credit Facility. If, due to a default, the repayment of related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay such indebtedness on the notes. The notes and the guarantees will be unsecured and effectively subordinated to the rights of our secured indebtedness and structurally subordinated to the indebtedness of any future non-guarantor subsidiaries. The notes and the guarantees will be general unsecured senior obligations ranking effectively junior to all our existing and future secured debt and that of any subsidiary guarantor, including borrowings under the Revolving Credit Facility, to the extent of the value of the collateral securing the debt. As of December 31, 2015, our outstanding senior indebtedness was approximately $2,543.6 million, of which approximately $735.0 million was secured indebtedness under the Revolving Credit Facility, and approximately $399.0 million was available under the Revolving Credit Facility, after considering our most restrictive debt covenants under the Revolving Credit Facility. The notes will also be structurally subordinated to any indebtedness and other liabilities of any future non-guarantor subsidiaries. For the year ended December 31, 2015, our non-guarantor subsidiaries represented less than 1% of our revenues, and as of December 31, 2015, represented less than 5% of our total assets and liabilities. If we are declared bankrupt, become insolvent or are liquidated or reorganized, our secured debt will be entitled to be paid in full from our assets or the assets of each guarantor, if any, securing that debt before any payment may be made with respect to the exchange notes or the affected guarantees. Holders of the exchange notes will participate ratably in our remaining assets with all holders of our unsecured indebtedness, including debt incurred after the notes are issued, that does not rank junior to the notes, including the existing notes, trade payables and all of our other general indebtedness, based upon the respective amounts owed to each holder or creditor. In any of the foregoing events, there may not be sufficient assets to pay amounts due on the exchange notes. As a result, holders of the exchange notes would likely receive less, ratably, than holders of secured indebtedness. We may be able to incur substantially more debt. This could increase the risks associated with the notes. We and our subsidiaries may be able to incur substantial additional indebtedness, which may be secured in the future. The terms of the indentures governing the existing notes and the indenture governing the exchange notes, subject to certain limitations, do not and will not prohibit us or our subsidiaries from doing so. If new debt is added to our current debt levels, the related risks that we and our subsidiaries face could intensify. As of December 31, 2015, we had total consolidated long-term debt of approximately $2,543.6 million, consisting of approximately $735.0 million of indebtedness under the Revolving Credit Facility, the existing notes, the exchange notes and other debt, and approximately $399.0 million would have been available under the Revolving Credit Facility, after considering our most restrictive debt covenants under the Revolving Credit Facility. Any increase in our level of indebtedness will have several important effects on our future operations, including, without limitation: Any of these factors could result in a material adverse effect on our business, results of operations, financial condition, business prospects and ability to satisfy our obligations under the notes and our other indebtedness. We may not be able to repurchase the notes upon a change of control. Upon the occurrence of certain "change of control" events (as defined in the indentures governing the existing notes and the indenture governing the exchange notes, as applicable), the indentures governing the existing notes and the indenture governing the exchange notes will require us to offer to repurchase all or any part of the existing notes and the exchange notes then outstanding, as applicable, for cash at 101% of the principal amount. Such a change of control event may also constitute a default under the credit agreement governing the Revolving Credit Facility. A default, if not waived, could result in acceleration of the debt outstanding under the credit agreement governing the Revolving Credit Facility and in a default with respect to, and acceleration of, any other debt that we may have outstanding from time to time. The source of funds for any repurchase or repayment of your notes or other debt required as a result of any change of control will be our available cash or cash generated from our operations or other sources, including: We cannot assure you that sufficient funds would be available at the time of any "change of control" to repurchase your notes, in addition to payment or repurchase of any other indebtedness then due and payable. Moreover, using available cash to fund the potential consequences of a change of control may impair our ability to obtain additional financing in the future, which could negatively impact our ability to conduct our business operations. We may enter into transactions that would not constitute a change of control that could affect our ability to satisfy our obligations under the notes. Legal uncertainty regarding what constitutes a change of control and the provisions of the indentures governing the existing notes and the indenture governing the exchange notes may allow us to enter into transactions, such as acquisitions, refinancing or recapitalizations, that would not constitute a change of control but may increase our outstanding indebtedness or otherwise affect our ability to satisfy our obligations under the existing notes and the exchange notes. The definition of change of control for purposes of the existing notes and the exchange notes includes a phrase relating to the transfer of "all or substantially all" of our assets taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, your ability to require the Issuers to repurchase notes as a result of a transfer of less than all of our assets to another person may be uncertain. Restrictions in our existing and future debt agreements could limit our growth and our ability to respond to changing conditions. The indentures governing the existing notes and the indenture governing the notes and the credit agreement governing the Revolving Credit Facility restrict and will restrict our ability to, among other things: The credit agreement governing the Revolving Credit Facility also requires the maintenance of certain financial covenants. These restrictions also limit our ability to obtain future financings to withstand a future downturn in our business or the economy in general, or to otherwise conduct necessary corporate activities. We may also be prevented from taking advantage of business opportunities that arise because of the limitations under the agreements and indentures governing any other indebtedness that we may have outstanding from time to time, including the indentures governing the existing notes and the indenture governing the exchange notes. In addition, complying with these covenants may also cause us to take actions that are not favorable to holders of the notes and may make it more difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions. A breach of any covenant in the credit agreement governing the Revolving Credit Facility or the agreements and indentures governing any other indebtedness that we may have outstanding from time to time, including the indentures governing the existing notes and the indenture governing the exchange notes, would result in a default under that agreement or indenture after any applicable grace periods. A default, if not waived, could result in acceleration of the debt outstanding under the agreement and in a default with respect to, and an acceleration of, the debt outstanding under other debt agreements. The accelerated debt would become immediately due and payable. If that occurs, we may not be able to make all of the required payments or borrow sufficient funds to refinance such debt. Even if new financing were available at that time, it may not be on terms that are acceptable to us or terms as favorable as our current agreements. If our debt is in default for any reason, our business, results of operations and financial condition could be materially and adversely affected. See "Description of Notes—Events of Default and Remedies." A subsidiary guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the notes from relying on that subsidiary to satisfy claims. Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, our subsidiary guarantees can be voided, or claims under the subsidiary guarantees may be subordinated to all other debts of that subsidiary guarantor if, among other things, the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its guarantee or, in some states, when payments become due under the guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and: Our subsidiary guarantees may also be voided, without regard to the above factors, if a court found that the A court would likely find that a subsidiary guarantor did not receive reasonably equivalent value or fair consideration for its guarantee if the subsidiary guarantor did not substantially benefit directly or indirectly from the issuance of the guarantee. If a court were to void a subsidiary guarantee, you would no longer have a claim against the subsidiary guarantor. Sufficient funds to repay the notes may not be available from other sources, including the remaining subsidiary guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from the subsidiary guarantor. The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, a guarantor would be considered insolvent if: The indentures governing the existing notes and the indenture governing the exchange notes contain a provision intended to limit each subsidiary guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent transfer. Such provision may not be effective to protect the subsidiary guarantees from being voided under fraudulent transfer law. Our ability to repay our indebtedness, including the notes, is dependent on the cash flow generated by our operating subsidiaries. Our operating subsidiaries own substantially all of our assets and conduct all of our operations. Accordingly, repayment of our indebtedness, including the exchange notes, will be dependent on the generation of cash flow by our operating subsidiaries and their ability to make such cash available to us, directly or indirectly, by dividend, debt repayment or otherwise. All of our operating subsidiaries will guarantee our obligations under the notes except for our Unrestricted Subsidiaries (as defined herein). The operating subsidiaries may not be able to or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the notes. Each operating subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from the operating subsidiaries. While the indentures governing the existing notes and the indenture governing the notes limit the ability of the operating subsidiaries that are not guarantors to incur consensual encumbrances or restrictions on their ability to pay dividends or make other intercompany payments, those limitations are subject to waiver and certain qualifications and exceptions. We face risks related to rating agency downgrades. We expect one or more rating agencies to rate the notes. If such rating agencies either assign the notes a rating lower than the rating expected by the investors, or reduce the rating in the future, the market price of the notes would be Our reimbursement of our general partner's expenses will reduce our cash available for debt service. We will reimburse our general partner and its affiliates for all expenses they incur on our behalf. These expenses will include all costs incurred by our general partner and its affiliates in managing and operating us, including costs for rendering corporate staff and support services to us. The reimbursement of expenses of our general partner and its affiliates will reduce our cash available for debt service. We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to service the notes or to repay them at maturity. Although our payment obligations to our unitholders are subordinate to our payment obligations to you, the value of our units Many of the covenants contained in the indentures governing the existing notes and the indenture governing the notes will Many of the covenants in the indentures governing the 6.00% Notes and the 6.125% Notes and the indenture governing the notes will be terminated and many of the covenants in the indenture governing the 7.75% Notes will be suspended, for so long as the existing notes Ratio of earnings to fixed charges Crestwood Midstream Partners LP Ratio of earnings to fixed charges Purpose and Effect of the Exchange Offer We If such obligations are not satisfied (a "Registration Default"), the annual interest rate on the outstanding notes will be increased by 0.25%. The annual interest rate on the outstanding notes will increase by an additional 0.25% for each subsequent 90-day period during which the Registration Default continues, up to a maximum additional interest rate of 1.00% per year over the applicable interest rate described above. If the Registration Default is corrected, the applicable interest rate on the outstanding notes will revert to the If you wish to exchange your outstanding notes for exchange notes in the exchange offer, you will be required to make the following written representations: Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please see "Plan of Distribution." Based on interpretations by the SEC set forth in no-action letters If you are our affiliate or an affiliate of any guarantor, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business: the Morgan Stanley & Co. Incorporated no action letter (available June 5, 1991) or similar SEC no-action letters; and This prospectus may be used for an offer to resell, resale or other transfer of The form and terms of the exchange The exchange offer is not conditioned upon any minimum aggregate principal amount of As of the date of this prospectus, We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended agreement except we will not have any further obligation to you to provide for the registration of the outstanding notes under the registration rights agreement. We will be deemed to have accepted for exchange properly tendered If you tender Expiration Date, Extensions and Amendments or to terminate the exchange offer if any of the conditions set forth below under by giving Any Conditions to the Exchange Offer exchange offer as provided in this prospectus prior to the expiration date if in our reasonable judgment: We expressly reserve the right to amend or terminate the exchange offer These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the Procedures for Tendering Outstanding Notes To In addition, either: Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal. The method of delivery of outstanding notes, letters of transmittal and all other required documents to the exchange agent is at your election and risk. We If you The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date. Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder's name appears on the outstanding notes, and an eligible guarantor institution must guarantee the signature on the bond power. If the letter of transmittal, any certificates representing outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act. The exchange agent DTC is referred to herein as a "book-entry transfer facility." In all cases, we will issue exchange notes for outstanding notes promptly after the By tendering outstanding notes pursuant to the exchange Book-Entry Delivery Procedures Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC and, as the book-entry transfer facility, for purposes of the exchange offer. any other required documents, or an "agent's message," as defined below, in connection with a Holders of outstanding notes who are Guaranteed Delivery Procedures If you wish to tender your outstanding notes but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any Upon request, the exchange agent will send to you a notice of guaranteed delivery if you Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding notes at any time prior to 12: For a withdrawal to be Any notice of withdrawal must: If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit: If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at procedures of the facility. We will determine all questions as to the validity, form and eligibility, Any Exchange Agent U.S. Bank National Association has been appointed as the exchange agent for the exchange offer. U.S. Bank National Association also acts as trustee under the indenture governing the notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent addressed as follows: Fees and Expenses The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will We have not retained any dealer-manager in connection with the exchange offer and will not We will record the Transfer Taxes We will pay all transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if: If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder. Consequences of Failure to Exchange If you do not exchange your outstanding notes for exchange notes under the exchange offer, your outstanding notes will remain subject to the restrictions on transfer of such outstanding notes: In general, you may not offer or sell your outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and We may in the future seek to acquire untendered The following table sets forth our ratio of earnings to fixed charges for the periods presented: Ratio of earnings to fixed charges(1) The exchange offer is intended to satisfy our obligations under the registration rights agreement. We You can find the definitions of certain terms used in this General The Issuers issued $700.0 million aggregate principal amount of The registered holder of Brief Description of the Notes and the The Notes The notes are: The Note Guarantees The notes are guaranteed by all of the Each Note Guarantee is: Principal, Maturity and Interest Interest on the notes accrues at the rate of Methods of Receiving Payments on the Notes If a Paying Agent and Registrar for the Notes Transfer and Exchange A Note Guarantees The Note Guarantees are A Guarantor may not sell or otherwise dispose of all or substantially all of its The Optional Redemption On 2018 2019 2020 2021 and thereafter Unless the Issuers default in the payment of the redemption Year 2016 2017 2018 and there after plus the Applicable Premium, and accrued and unpaid interest and Additional Interest, if any, on the notes to be redeemed to, but not including, the redemption date (subject to the Except pursuant to the Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers' discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transaction and any such redemption may be restricted by the Revolving Credit Facility. Mandatory Redemption The Issuers will not be required to make mandatory redemption or sinking fund payments with respect to the Repurchase at the Option of Holders Change of Control If a Change of Control occurs, each The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached On The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the If holders of not less than 90% in aggregate principal amount of the outstanding notes validly tender and do not withdraw such notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Company as described below, purchases all of the notes validly tendered and not withdrawn by such holders, the Company will have the right, upon not less than 30 nor more than 60 days' prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest and Additional Interest, if any, to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of Asset Sales The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and Within Pending the final application of any Net Proceeds, the Company or any Any Net Proceeds from Asset Sales that are not applied or invested as provided in the The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to a Change of Control Offer or an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control or Asset Sale provisions of the indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control or Asset Sale provisions of the indenture by virtue of such The agreements governing the Company's other Indebtedness, including the Revolving Credit Facility and the Existing Notes, contain, and future agreements may contain, prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale. The exercise by the holders of notes of their right to require the Company to repurchase the notes upon a Change of Control or an Asset Sale could cause a default under these other agreements (and in the case of the Revolving Credit Facility, a Change of Control will cause a default thereunder), even if the Change of Control or Asset Sale itself does not, due to the financial effect of such repurchases on the Company. In the event a Change of Control or Asset Sale occurs at a time when the Company is prohibited from purchasing notes, the Company could seek the consent of their senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain a consent or repay those borrowings, the Company will remain prohibited from purchasing notes. In that case, the Company's failure to purchase tendered notes would constitute an Event of Default under the indenture which could, in turn, constitute a default under the other indebtedness. Finally, the Company's ability to pay cash to the holders of notes upon a repurchase may be limited by the Company's then existing financial resources. See "Risk Factors—Risks Related to the Notes—We may not be able to repurchase the notes upon a change of control." Selection and Notice If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption as follows: No notes of $2,000 or less can be redeemed in part. Notices of redemption will be given at least 15 but not more than 60 days before the redemption date to each holder of notes to be redeemed, except that redemption notices may be given more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notice of any redemption of notes may, at the Company's discretion, be subject to one or more conditions precedent, including, but not limited to, the completion of a related Equity Offering and, in the case of a redemption with the proceeds of an Equity Offering, may be given prior to the completion thereof. If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption without any condition precedent become due on the date fixed for redemption unless redemption is conditioned upon the closing of a specified transaction. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption. Certain Covenants Covenant Termination If at any time (a) the rating assigned to the notes is an Investment Grade Rating, (b) no Default has occurred and is continuing under the indenture and (c) the Issuers have delivered to the trustee an Officer's Certificate certifying to the foregoing provisions of this sentence, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of the indenture described above under the caption "—Repurchase at the Option of Holders—Asset Sales" and the following provisions of the indenture described below: However, the Company and its Restricted Subsidiaries will remain subject to the provisions of the indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control" and the following provisions of the indenture described below: There can be no assurance that the notes will ever achieve an Investment Grade Rating or that any such rating will be maintained. Restricted Payments The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (all such payments and other actions set forth in these clauses (I) through (IV) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment, no Default (except a Reporting The preceding provisions will not prohibit: provided that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (a) and (b) above in any single calendar year; or permitted by the covenant described under "—Certain Covenants—Transactions with Affiliates" (other than clause (6) of the second paragraph of such covenant); provided,however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (9) or (15), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof. The amount of all Restricted Payments (other than cash) will be the Incurrence of Indebtedness and Issuance of Preferred The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, of the Foreign Subsidiaries of the Company as shown on the most recent balance sheet of the Company; The Issuers will not incur, and the Company will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in For purposes of determining compliance with this Permitted Debt. The accrual of interest or dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred equity for purposes of this For purposes of determining compliance with any U.S. dollar denominated restriction on the The amount of any Indebtedness outstanding as of any date will be: Liens The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise Any Lien Dividend and Other Payment Restrictions Affecting Subsidiaries The Company will not, and will not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: Consolidation, Amalgamation, Merger, In addition, the Company will not, directly or indirectly, lease all or substantially This "Consolidation, Amalgamation, Merger, or Sale of Assets" covenant will not apply to any consolidation, amalgamation, merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and any of its Restricted Subsidiaries. Clauses (3) and (4) of the first paragraph of this "Consolidation, Amalgamation, Merger, or Sale of Assets" covenant will not apply to any consolidation, amalgamation or merger of the Company (1) with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate of the Company solely for the purpose of reincorporating the Company under the laws of the United States, any state of the United States or the District of Columbia. Transactions with Affiliates The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph: amendments thereto, taken as a whole, or such new agreement are not otherwise more disadvantageous to the holders of the notes taken as a whole than the original agreement as in effect on the Issue Date; Business Activities The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole. Additional Note Guarantees Designation of Restricted and Unrestricted Subsidiaries The Board of Directors of the designated as an Unrestricted Subsidiary will be deemed to be The Board of Directors of the Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors of the Company giving effect to such designation and an Officer's Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described under "—Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under "—Incurrence of Indebtedness and Issuance of Preferred Equity," the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Reports The indenture provides that notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Company will file with the SEC, and provide the trustee and holders with copies thereof, without cost to each holder: In the event that any direct or indirect parent company of the Company Events of Default and Remedies Each of the following is an guarantee now exists, or is created after or In the case of an Event of Default arising from certain events of bankruptcy In the event of any Event of Default specified in clause (4) of the first paragraph above, such Event of Default and all consequences thereof (excluding, however, any resulting Payment Default on the Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of notes unless such holders have offered to the trustee indemnity or security satisfactory to the trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, interest or Additional Interest, if any, when due, no holder of a note may pursue any remedy with respect to the indenture or the notes unless: The holders of a majority in aggregate principal amount of the then outstanding notes by written notice to the trustee may, on behalf of the The No Personal Liability of Directors, Officers, Employees, Stockholders and Legal Defeasance and Covenant Defeasance The Issuers may at In addition, the Issuers may, at their option and at any time, elect to have In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency In order to exercise either Legal Defeasance or Covenant Defeasance: which the Issuers or any of the Company's Subsidiaries is a party or by which the Issuers or any of the Company's Subsidiaries is bound; Amendment, Supplement and Waiver Except as provided in the next two succeeding paragraphs, the indenture or the notes or the Note Guarantees may be amended or supplemented with the consent of the Without the consent of each Notwithstanding the preceding, without the consent of any The consent of the noteholders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, In addition, the Issuers must deliver an The Certain Definitions Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all "Additional Assets" means: provided,however, that, in the case of clause (2), such Restricted Subsidiary is primarily engaged in a Permitted Business. "Additional Interest" means, at any time, all additional interest then owing pursuant to the registration rights agreement. The Company will calculate the Applicable Premium. "Asset Acquisition" means: "Asset Sale" means: Equity" and directors' qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary). Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale: "Asset Sale Offer" has the meaning assigned to that term in the "Bank Product Obligations" means all obligations and liabilities of any kind, nature or character (whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, due or to become due in existence on the Issue Date or thereafter incurred) of the other securities, whether such right is currently exercisable or is exercisable only "Board of "Capital Stock" means: "Cash Contributions" means the aggregate amount of cash contributions made to the capital of the Company or any Guarantor described in the definition of "Contribution Indebtedness." "Cash Equivalents" means: credit of such government is pledged in support of those securities) having maturities of not more than one year from the date of in each case, with any lender party to the Revolving Credit Notwithstanding the preceding, a conversion of the Company or any of its Restricted Subsidiaries from a limited in a similar capacity for such entity, "Change of Control Payment" has the meaning assigned to that term in the indenture. "Change of Control Payment Date" has the meaning assigned to that term in the indenture. "Commodity Agreements" means, in "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the sheet prepared in accordance with GAAP less applicable reserves reflected in such balance sheet, after deducting the following amounts: (a) all current liabilities reflected in such balance sheet, and (b) all goodwill, trademarks, patents, unamortized debt discounts and expenses and other like intangibles reflected in such balance sheet. "continuing" means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived. Any cash contribution to the equity capital of the Company or any "Designated Preferred Stock" means the Class A Preferred Units of the Company and any other Capital Stock of the Company or any direct or indirect parent company of the Company (other than Disqualified "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock control or an asset "Domestic Subsidiary" of direct or indirect parent entity of the Company (to the extent the net proceeds therefrom are contributed to the equity capital of the Company) pursuant to (x) a registration statement that has been declared effective by the SEC pursuant to the Securities Act (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the Company or such direct or indirect parent company), or (y) a private issuance exempt from registration under the Securities Act. "Excluded Contributions" means the net cash in each case designated as "Excluded Contributions" pursuant to an Officer's Certificate, the net cash proceeds of which are excluded from and have not In addition, for purposes of calculating the Fixed Charge Coverage Ratio, Asset Acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP), and any related financing transactions, that the specified Person or any of its Restricted Subsidiaries has both determined to make and made after the Issue Date and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Asset Acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change of any associated Fixed Charges and the change in Consolidated Adjusted EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period, including any pro forma expense and cost reductions and other operating improvements that have occurred or are reasonably expected to occur, in the reasonable judgment of the chief financial officer of the Company (regardless of whether these cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC related thereto). Any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period, and if, since the beginning of the four-quarter reference period, any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its other Restricted Subsidiaries since the beginning of such period shall have made any acquisition, Investment, disposition, merger, consolidation or discontinued operation, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be adjusted giving pro forma effect thereto for such period as if such Asset Acquisition, disposition, discontinued operation, merger or consolidation had occurred at the beginning of the applicable four-quarter reference period. Any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to any transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest in and their respective successors and assigns, in each case, until the if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term Notwithstanding the foregoing, "Indebtedness" shall not include (a) accrued expenses, royalties and trade payables; (b) Contingent Obligations incurred in the ordinary course of business; (c) asset retirement obligations and obligations in respect of reclamation and workers' compensation (including pensions and retiree medical care) that are not overdue by more than 90 days; or (d) any Commodity Agreements are related to business transactions of the Company or its Restricted Subsidiaries entered into in the ordinary course of business and, in the case of Interest Rate Agreements, such Interest Rate Agreements substantially correspond in terms of notional amount, duration and interest rates, as applicable, to Indebtedness of the Company or its Restricted Subsidiaries incurred without violation of the indenture. "Interest Rate Agreement" means with respect to "Investment Grade Securities" means: "Issue Date" means March 23, 2015. "Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien (statutory or other), hypothecation, assignment, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities (other than securities representing an interest in a joint venture that is not a Subsidiary or the Company), any purchase option, call or similar right of a third party with respect to such securities. "Marketable Securities" means, with respect to any Asset Sale, any readily marketable equity securities that are (i) traded on the NYSE, the American Stock Exchange or the Nasdaq National Market and (ii) issued by a corporation having a total equity market capitalization of not less than $250.0 million;provided that the excess of (A) the aggregate amount of securities of any one such corporation held by the Company "Material Restricted Subsidiary" means any Restricted Subsidiary of the Company "Note Guarantee" means the guarantee by "Officer" means, with respect to any Person, the chairman of the "Partnership previously expended pursuant to the covenant described under "—Certain Covenants—Restricted Payments" at the time of such Investment;provided that the amount of any such Investment will be excluded from clauses (1)(a)-(1)(d) of the covenant described under "—Certain Covenants—Restricted Payments" or any portion of Incremental Funds resulting from such clauses (1)(b)-(1)(d) of the covenant described under "—Certain Covenants—Restricted Payments"; "Permitted Group" means any group of investors that is deemed to be a "person" (as that term is used in Section 13(d)(3) of the Exchange Act) at any time prior to the Company's initial public offering of limited partnership interests, by virtue of the Partnership Agreement, as the same may be amended, modified or supplemented from time to time;provided that no single Person (other than the Permitted Holders) Beneficially Owns (together with its Affiliates) more of the Voting Stock of the Company that is Beneficially Owned by such group of investors than is then collectively Beneficially Owned by the Permitted Holders in the aggregate. "Permitted Holders" means First Reserve Management, LP, and its Affiliates. Any person or group whose acquisition of Beneficial Ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder. "Permitted Investments" means: and, in each case, any Investment held by any such Person; provided,however, that with respect to any Investment, the Company may, in its sole discretion, allocate all or any portion of any Investment to one or more of the above clauses (1) through (15) so that the entire Investment would be a Permitted Investment. "Permitted Liens" means: such properties are used by the Company or its Subsidiaries) or materially impair their use in the operation of the business of the Company and its Subsidiaries; "Permitted Payments to Parent" means, without duplication as to amounts: "Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to refinance, "Rating Category" means: "Revolving Credit Facility" means that certain credit agreement, dated as of October 7, 2013, by and among the Company, the Guarantors, the lenders party thereto in their capacities as lenders thereunder, Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the Directors of the Company, and any Subsidiary of an Unrestricted Subsidiary, but only to the extent that, in each case, such Subsidiary: As of the Issue Date, (1) Tres Palacios Holdings LLC, (2) Tres Palacios Gas Storage LLC, (3) Tres Palacios Midstream, LLC, (4) Crestwood Niobrara LLC, (5) Jackalope Gas Gathering Services, L.L.C. and (6) Powder River Basin Industrial Complex, LLC are Unrestricted Subsidiaries. "Voting Stock" of "Wholly Owned Restricted Subsidiary" of any specified Person means a Restricted Subsidiary of such Person all of the Each broker-dealer that receives We will not receive any proceeds from any sale of transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers We have agreed to pay all The exchange of outstanding notes for exchange notes in the exchange offer will not constitute a taxable event to holders for United States federal income tax purposes. Consequently, no gain or loss will be recognized by a holder upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding note exchanged therefor and the basis of the exchange note will be the same as the basis of the outstanding note immediately before the exchange. In any event, persons considering the exchange of outstanding notes for exchange notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction. The validity and enforceability of the exchange notes and the related guarantees will be passed upon for us by Vinson & Elkins L.L.P. The consolidated financial statements of We are required to file annual, quarterly and current reports and other information with the SEC. You may read and copy any documents filed by us or Crestwood at the No dealer, salesperson or other person has been authorized to give any information or to make any representations in connection with the offer made hereby except as contained in this prospectus. You must not rely on unauthorized information or representations. This prospectus does not offer to sell or solicit an offer to buy any of these exchange notes in any jurisdiction where, or to any person whom, it is unlawful to make such offer or solicitation. The information contained in this prospectus is current only as of the date on the Crestwood Midstream Partners LP IN ORDER TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THE INFORMATION NO LATER THAN , 2016, WHICH IS FIVE BUSINESS DAYS BEFORE THE EXPIRATION OF THE EXCHANGE OFFER. In this prospectus, we "incorporate by reference" certain information filed by CRESTWOOD MIDSTREAM PARTNERS LP $700,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 6.25% SENIOR NOTES DUE 2023, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THEIR OUTSTANDING UNREGISTERED 6.25% SENIOR NOTES DUE 2023 THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. The undersigned For each Outstanding Note accepted for exchange, the holder of such Outstanding Note will receive an Exchange Note having a principal amount equal to that Capitalized terms used but not defined herein shall have the YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL. The List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts of Outstanding Notes should be listed on a separate signed schedule affixed hereto. Total: Holders of Outstanding Notes that are tendering by book-entry transfer to the Exchange Agent's account at DTC can execute the tender through DTC's Automated Tender Offer Program (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER: If the Ladies and Gentlemen: The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuers, in connection with the Exchange Offer) with respect to the tendered Outstanding Notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) deliver certificates representing such Outstanding Notes, or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility specified by the holder(s) of the Outstanding Notes, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuers, (2) present and deliver such Outstanding Notes for transfer on the books of the Issuers and (3) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Outstanding Notes, all in accordance with the terms of the Exchange Offer. The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Notes tendered hereby, (b) when such tendered Outstanding Notes are accepted for exchange, the Issuers will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the Outstanding Notes tendered for exchange are not subject to any adverse claims or proxies when accepted by the Issuers. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Outstanding Notes tendered hereby will have been acquired in the such Exchange Notes and has no arrangement or understanding with any person to participate in the distribution of such The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuers or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Issuers and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Issuers of their obligations under the Registration Rights Agreement, dated as The Exchange Offer is subject to certain conditions as set forth in the Unless otherwise indicated herein in the box entitled "Special Registration Instructions" below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of the Outstanding Notes, please credit the account indicated above. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Outstanding Notes Tendered Herewith." THE UNDERSIGNED, BY COMPLETING THE BOX 1 ENTITLED "DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX. To be completed ONLY if certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above. To be completed ONLY if certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be sent in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above. Must be signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of the Outstanding Notes exactly as their name(s) appear(s) on the Outstanding Notes hereby tendered or by any person(s) authorized to become the registered holder(s) by properly completed bond powers or endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 4. 1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. A holder of Outstanding Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot comply with the book-entry transfer procedures on a timely basis, must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus and by completing Box 3. Holders may tender their Outstanding Notes if: (i) the tender is made by or through an Eligible Guarantor Institution (as defined below); (ii) the Exchange Agent receives (by facsimile transmission, mail or hand delivery), on or prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal that (a) sets forth the name and address of the holder of Outstanding Notes, if applicable, the certificate number(s) of the Outstanding Notes to be tendered and the principal amount of Outstanding Notes tendered; (b) states that the tender is being made thereby; and (c) guarantees that, within three New York Any Holder who wishes to tender Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures. No alternative, conditional, irregular or contingent tenders will be accepted. Each tendering holder, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange. 2. Partial Tenders of To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal (which may be by telegram, telex, facsimile or letter) must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Issuers notify the Exchange Agent that it has accepted the tender of Outstanding Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of or otherwise comply with the book-entry transfer facility's procedures. All questions as to the validity, form and eligibility Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent's account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption "The Exchange Offer—Procedures for Tendering Outstanding Notes" in the Prospectus at any time prior to the Expiration Date. None of the Issuers, any affiliate or assigns of the Issuers, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons). 3. Beneficial Owner Instructions. Only a holder of Outstanding Notes (i.e., a person in whose name Outstanding Notes are registered on the books of the registrar or, or, in the case of Outstanding Notes held through book-entry, such book-entry transfer facility specified by the holder), or the legal representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal. Any beneficial owner of Outstanding Notes who wishes to accept the Exchange Offer must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the "Instructions to Registered Holder from Beneficial Owner" form accompanying this Letter of Transmittal. 4. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the certificates (or on such security listing) without alteration, addition, enlargement or any change whatsoever. If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of Outstanding Notes. When this Letter of Transmittal is signed by the registered holder(s) of Outstanding Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. If, however, this Letter of Transmittal is signed by a person other than the registered holder(s) of the Outstanding Notes listed or the Exchange Notes are to be issued, or any untendered Outstanding Notes are to be reissued, to a person other than the registered holder(s) of the Outstanding Notes, such Outstanding Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Issuers and duly executed by the registered holder, in each case signed exactly as the name or names of the registered holder(s) appear(s) on the Outstanding Notes and the signatures on such certificates must be guaranteed by an Eligible Guarantor Institution. If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuers, submit proper evidence satisfactory to the Issuers, in their sole discretion, of such persons' authority to so act. Endorsements on certificates for the Outstanding Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an "Eligible Guarantor Institution"). Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Outstanding Notes are tendered: (i) by a registered holder (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution. 5. Special Registration and Delivery Instructions. Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the Exchange Notes and/or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name(s) and address(es) of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number or social security number of the person named must also be indicated. A holder tendering the Outstanding Notes by book-entry transfer may request that the Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate. See Box 4. If no such instructions are given, the Exchange Notes (and any Outstanding Notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder's account at the applicable book-entry transfer facility. 6. Transfer Taxes. The Issuers shall pay all transfer taxes, if any, applicable to the transfer and exchange of the Outstanding Notes to them or their order pursuant to the Exchange Offer. If, however, the Exchange Notes are delivered to or issued in the name of a person other than the registered holder, or if a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Issuers or their order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder. Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes listed in this Letter of Transmittal. 7. Waiver of Conditions. The Issuers reserve the absolute right to 8. Mutilated, Lost, Stolen or Destroyed Securities. Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been completed. 9. No Conditional Tenders; No Notice of Irregularities. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange. The Issuers reserve the right, in their reasonable judgment, to waive any defects, irregularities or conditions of tender Issuers shall determine. Although the Issuers intend to notify holders of defects or irregularities with respect to tenders of 10. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof. IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF OUTSTANDING NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE. Under U.S. federal income tax law, a tendering holder whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides the Exchange Agent with either (i) such holder's correct taxpayer identification number ("TIN") on IRS Form W-9, certifying (A) that the TIN provided on the IRS Form W-9 is correct (or such holder is awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the IRS that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the IRS has notified the holder of Outstanding Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Notes is an individual, the TIN is such holder's social security number. If the Exchange Agent is not provided with the correct TIN, the holder of Outstanding Notes may also be subject to certain penalties imposed by the IRS and any reportable payments that are made to such holder may be subject to backup withholding (see below). Certain holders of Outstanding Notes (including, among others, generally all corporations and certain foreign holders) are not subject to these backup withholding and reporting requirements. However, to avoid erroneous backup withholding, exempt U.S. holders of Outstanding Notes should complete the IRS Form W-9. In order for a foreign holder to qualify as an exempt recipient, the holder must submit an applicable IRS Form W-8, signed under penalties of perjury, attesting to that holder's exempt status. An applicable IRS Form W-8 can be obtained from the Exchange Agent or at the IRS website at www.irs.gov. Holders are encouraged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements. See the instructions to IRS Form W-9 for additional information. If backup withholding applies, the Exchange Agent is required to withhold 28% of any reportable payments made to the holder of Outstanding Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS, provided the required information is furnished. The Exchange Agent cannot refund amounts withheld by reason of backup withholding. Crestwood Midstream Partners LP Crestwood Midstream Finance Corp. Offer to Exchange $700,000,000 aggregate principal amount of 6.25% Senior Notes due 2023, which have been registered under the Securities Act of 1933, as amended, for any and all of their outstanding unregistered 6.25% Senior Notes due 2023 issued on March 23, 2015 (CUSIP and ISIN Nos.: 226373 AK4, US226373AK48; U1300R AF9, USU1300RAF92). Until Item 20. Indemnification of Directors and Officers. Delaware Registrants Crestwood Midstream GP LLC Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The limited liability company agreement of Crestwood Midstream GP LLC The general effect of the foregoing is to provide indemnification to officers and directors for liabilities that may arise by reason of their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling For a description of Delaware law please see the above heading "Crestwood Midstream The general effect of the foregoing is to provide indemnification to officers and directors for liabilities that may arise by reason of their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit. Crestwood Midstream Partners LP Section 17-108 of the Delaware Revised Limited Partnership Act provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a Delaware limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. The partnership agreement of Crestwood II-1 Midstream LP provides that, in most circumstances, we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events: The general effect of the foregoing is to provide indemnification to officers and directors for liabilities that may arise by reason of their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit. Any indemnification under these provisions will only be out of our assets. Our general partners will not be personally liable for, or have any obligation to contribute or loan funds or assets to us to enable us to effectuate, indemnification. We may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against liabilities under the partnership agreement. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Crestwood Midstream Partners LP pursuant to the foregoing provisions, Crestwood Midstream Partners LP has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Crestwood Midstream Finance Corp. Section 145(a) of the Delaware General Corporation Law, or the DGCL, provides that a Delaware corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including II-2 the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Any indemnification under subsections (a) and (b) of section 145 of the DGCL (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of section 145 of the DGCL. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. Section 145 of the DGCL further provides that a Delaware corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such The general effect of Section 145 of the General Corporation Law of the State of Delaware and Crestwood Midstream Finance Corp. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Crestwood Midstream Finance Corp. pursuant to the foregoing provisions, Crestwood Midstream Finance Corp. has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. For a description of Delaware law please see the above heading "Crestwood Midstream Finance Corp." The bylaws of Crestwood Storage Inc. provide that Crestwood Storage Inc. shall indemnify and advance expenses to each person who is or was a director or officer of Crestwood Storage Inc. or is or was serving at Crestwood Storage Inc.'s request as a director or officer of any other enterprise to the full extent permitted by the laws of the State of Delaware. The general effect of the foregoing is to provide indemnification to officers and directors for liabilities that may arise by reason of their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of II-3 corporate assets or transactions from which the officer or director derived an improper personal benefit. New York Stagecoach Pipeline & Storage Company The Limited Liability Company Agreement of The general effect of the foregoing is to provide indemnification to officers and directors for liabilities that may arise by reason of their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit. Texas Registrants Pursuant to Section 1.106 of the Texas Business Organizations Code (the "TBOC"), the indemnification provisions set forth in the TBOC are applicable to most entities established in the state of Texas, including corporations, limited liability companies and limited partnerships. Under Section 8.002 of the TBOC, unless a Texas limited liability company adopts the general indemnification provisions of the TBOC, described below, those provisions are not applicable to a Texas limited liability company. Pursuant to Section 8.051 of the TBOC, an enterprise must indemnify a governing person, former governing person or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person was a respondent because the person is or was a governing person if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding. Pursuant to Sections 8.101 and 8.102 of the TBOC, any governing person, former governing person or delegate of a Texas enterprise may be indemnified against judgments and reasonable expenses actually incurred by the person in connection with a proceeding, in which such person was a respondent if it is determined, in accordance with Section 8.103 of the TBOC, that: (i) the person acted in good faith, (ii) reasonably believed (a) in the case of conduct in the person's official capacity, that the person's conduct was in the enterprise's best interests or (b) in any other case, that the person's conduct was not opposed to the enterprise's best interests, (iii) in the case of a criminal proceeding, such person did not have a reasonable cause to believe that the person's conduct was unlawful and (iv) that the indemnification should be paid. Indemnification of a person who is found to be liable to the enterprise is limited to reasonable expenses actually incurred by the person in connection with the proceeding and does not include judgments, penalties or fines, except for certain circumstances where indemnification cannot be given at all. Pursuant to Section 8.105 of the TBOC, an enterprise may indemnify an officer, II-4 employee or agent to the same extent that indemnification is required under the TBOC for a governing person or as provided in the enterprise's governing documents, general or specific action of the enterprise's governing authority, contract or by other means. Texas Limited Liability Company Guarantors Pursuant to Section 101.402 of the TBOC, a Texas limited liability company may indemnify a member, manager or officer of a limited liability company, pay in advance or reimburse expenses incurred by a member, manager or officer and establish and maintain insurance or another arrangement to indemnify or hold harmless a member, manager or officer. The limited liability company agreement of each Texas limited liability company that is a registrant hereunder (the "Texas LLC Registrants") provides that each member and officer and employee shall be indemnified from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of such Texas LLC Registrants as set forth in their respective limited liability company agreements in which a member, officer or employee may be involved, or is threatened to be involved as a party or otherwise, regardless of whether arising from any act or omission which constituted the sole, partial or concurrent negligence (whether active or passive) of a member, officer or employee, to the fullest extent permitted by applicable law. The general effect of the foregoing is to provide indemnification to officers and directors for liabilities that may arise by reason of their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit. Texas Limited Partnership Guarantors The limited partnership agreement of each Texas limited partnership that is a registrant hereunder (the "Texas LP Registrants") provides that the Texas LP Registrant, its receiver, or its trustee, shall indemnify, hold harmless, and pay all judgments and claims against its general partner relating to any liability or damage incurred or suffered by its general partner by reason of any act preformed or omitted to be performed by its general partner or its agents or employees in connection with such Texas LP Registrant's business, including reasonable attorneys' fees incurred by its general partner in connection with the defense of any claim or action based on any such act or omission, except to the extent indemnification is prohibited by law. Such liability or damage caused by its general partner's acts or omissions in connection with such Texas LP Registrant's business includes but is not limited to all liabilities under federal and state securities laws and any attorneys' fees incurred by its general partner in connection with the defense of any action based on such acts or omissions, which attorneys' fees may be paid as incurred. Each Texas LP Registrant's partnership agreement further provides that in the event any limited partner brings a legal action against its general partner, including a Texas LP Registrant derivative suit, the Texas LP Registrant will indemnify, hold harmless, and pay all expenses of its general partner, including but not limited to attorneys' fees incurred in the defense of such action if the general partner is successful in such action. Each Texas LP Registrant's partnership agreement further provides that the Texas LP Registrant will indemnify, hold harmless, and pay all expenses, costs or liabilities of its general partner who, for the benefit of such Texas LP Registrant, makes any deposit, acquires any option, makes any similar payment or assumes any obligation in connection with any property proposed to be acquired by such Texas LP and who suffers any financial loss as a result of such action. Any indemnification required to be made by a Texas LP Registrant will be made promptly following the fixing of any loss, liability or damage incurred or suffered. If, at any time, a Texas LP II-5 Registrant has insufficient funds to provide such indemnification, it will provide such indemnification if and as the Texas LP Registrant generates sufficient funds, and prior to any distribution to its partners. The general effect of the foregoing is to provide indemnification to officers and directors for liabilities that may arise by reason of their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit. (a) Each of the undersigned registrants hereby undertakes: (1) (i) (ii) (iii) (2) (3) (4) II-6 registration statement or made in any such document immediately prior to such date of first (5) (i) (ii) (iii) (iv) (b) (e) Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(b) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-7 Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Each person whose signature appears below appoints Robert Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on FormS-4 has been signed by the following persons in the capacities indicated on the President, Chief Executive Officer and Director II-8 Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Each person whose signature appears below appoints Robert Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on FormS-4 has been signed by the following persons in the capacities indicated on the President, Chief Executive Officer Executive Officer) II-9 Pursuant to the requirements of the Securities Act of 1933, as amended, MEXICO PIPELINE LLC LLC II-10 Each person whose signature appears below appoints Robert Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on FormS-4 has been signed by the following persons in the capacities indicated on the President, II-11 II-12US Salt,(Exact name of registrant as specified in its charter)Delaware 59-3525498(State or other jurisdiction of incorporation or organization)New York (I.R.S. Employer Identification Number)Inergy Crude Logistics, LLC(Exact name of registrant as specified in its charter)Delaware76-0519844 30-0585080700 Louisiana Street, Suite 2550
Houston, Texas 77002
(832) 519-2200(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)Inergy Terminals, LLC(Exact name of registrant as specified in its charter)Delaware 27-4762190(State or other jurisdiction of incorporation or organization)86-1123848 (I.R.S. Employer Identification Number)700 Louisiana Street, Suite 2550
Houston, Texas 77002
(832) 519-2200Inergy Dakota Pipeline,(Exact name of registrant as specified in its charter)Delaware 27-4761975(State or other jurisdiction of incorporation or organization)Delaware (I.R.S. Employer Identification Number)Inergy Midstream Operations, LLC(Exact name of registrant as specified in its charter)Delaware59-3525498 37-1709059(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)700 Louisiana Street, Suite 2550
Houston, Texas 77002
(832) 519-2200Crestwood Marcellus Pipeline LLC(Exact nameTable of registrant as specified in its charter)ContentsDelaware45-4622133(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)Crestwood Gas Services Operating LLC(Exact name of registrant as specified in its charter)Delaware39-2051803(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)Crestwood Gas Services Operating GP LLC(Exact name of registrant as specified in its charter)Delaware39-2051802(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)Cowtown Gas Processing Partners L.P.(Exact name of registrant as specified in its charter)Texas86-1165664(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)Cowtown Pipeline Partners L.P.(Exact name of registrant as specified in its charter)Texas86-1165661(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)Crestwood New Mexico Pipeline LLC(Exact name of registrant as specified in its charter)Texas27-5328296(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)Crestwood Pipeline LLC(Exact name of registrant as specified in its charter)Texas27-5413970(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)Crestwood Panhandle Pipeline LLC(Exact name of registrant as specified in its charter)Texas27-5413782(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)Crestwood Arkansas Pipeline LLC(Exact name of registrant as specified in its charter)Texas27-5413868(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)Crestwood Sabine Pipeline LLC(Exact name of registrant as specified in its charter)Texas26-4566870(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)Sabine Treating, LLC(Exact name of registrant as specified in its charter)Texas27-1183772(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)Crestwood Appalachia Pipeline LLC(Exact name of registrant as specified in its charter)Texas45-4102847(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)Crestwood Ohio Midstream Pipeline LLC(Exact name of registrant as specified in its charter)Delaware46-2279892(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)Crestwood Marcellus Midstream LLC(Exact name of registrant as specified in its charter)Delaware45-4623727(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)E. Marcellus Asset Company, LLC(Exact name of registrant as specified in its charter)Delaware46-2362188(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)offer or saleoffering is not permitted.OCTOBER 28, 2013MARCH 7, 2016Crestwood Midstream Partners LP
Crestwood Midstream Finance Corp.CRESTWOOD MIDSTREAM PARTNERS LP
CRESTWOOD MIDSTREAM FINANCE CORP.up to$500,000,000 of 6.0% Senior Notes due 2020that have been registered under the Securities Act of 1933for$500,000,000 of 6.0% Senior Notes due 2020that have not been registered under the Securities Act of 1933The exchange offer and withdrawal rights will expire at12:01 a.m., New York City time, on , 2013, unless extended.We are offering to exchange up to $500,000,000$700,000,000 aggregate principal amount of our new 6.0%their 6.25% Senior Notes due 2020,2023 and the related guarantees (the "exchange notes") which have been registered under the Securities Act of 1933, or the “Securities Act,” referred to in this prospectus as the “new notes,”amended (the "Securities Act"), for any and all of ourtheir outstanding unregistered 6.0%6.25% Senior Notes due 2020, referred2023 and the related guarantees issued on March 23, 2015 (CUSIP and ISIN Nos.: 226373 AK4, US226373AK48; U1300R AF9, USU1300RAF92) (the "outstanding notes").this prospectus as the “old notes.”exchange offer will not constitute taxable events to holders for United States federal income tax purposes.issueddo not plan to list the oldexchange notes on December 7, 2012a national market.requiring registrationsubject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act. We are offering you new notes in exchange for old notes in order to satisfy our registration obligations from that previous transaction. The old notes and the new notes are collectively referred to in this prospectus as the “notes,” and they will be treated as a single class under the indenture governing them.Please read “Risk Factors”" beginning on page 1012 of this prospectus for a discussion of factorscertain risks that you should consider before participating in the exchange offer.We will exchange new notes for all outstanding old notes that are validly tendered and not withdrawn before expiration of the exchange offer. You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer. The exchange procedure is more fully described in “Exchange Offer—Procedures for Tendering.” If you fail to tender your old notes, you will continue to hold unregistered notes that you will not be able to transfer freely.The terms of the new notes are substantially identical to the old notes, except that the transfer restrictions, registration rights and provisions for additional interest applicable to the old notes do not apply to the new notes. Please read “Description of New Notes” for more details on the terms of the new notes. We will not receive any cash proceeds from the issuance of the new notes in the exchange offer.Each broker-dealer that receives new notes for its own account pursuant to this offering must acknowledge that it will deliver this prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the exchange date (as such period may be extended), we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. Please read “Plan of Distribution.”these securitiesthe exchange notes to be distributed in the exchange offer or determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.2013.2016.This prospectus is partTable of a registration statement we filed with the Securities and Exchange Commission, or the “SEC” or “Commission.” In making your decision to participate in this exchange offer, youContentsinto this prospectus and in the letter of transmittal accompanying this prospectus. We have not authorized anyone to provide you with different information. The prospectus may be used only for the purposes for which it has been published, and no person has been authorized to give any other information.information not contained or incorporated by reference herein. If you receive any unauthorizedother information, you mustshould not rely on it. We are not making an offer to sellof these securities in any state or jurisdiction where the offer is not permitted. You should not assume that the information contained inPage 2 4 12 20 30 31 32 85 86 87 87 88 89 A-1 or in the documents incorporated by reference into this prospectus are accurate as of any date other than the date on the front cover of this prospectusunless otherwise indicated or the datecontext otherwise requires, (i) "we," "us," "our," the "Company" or the "Partnership" refers to Crestwood Midstream Partners LP and its subsidiaries, including the co-issuer of such incorporated documents, as the case may be.exchange notes, Crestwood Midstream Finance Corp., (ii) the term "Co-Issuer" refers only to Crestwood Midstream Finance Corp. and (iii) the term "Issuers" refers to both the Partnership and the Co-Issuer." by reference important business and financial information about us that is not included in or delivered with this prospectus. ThisSuch information is available without charge to holders of outstanding notes upon written or oral request directed to:made to Investor Relations, Crestwood Midstream Partners LP, 700 Louisiana Street, Suite 2060,2550, Houston, Texas 77002; telephone number:77002 (telephone (832) 519-2200.519-2200). To obtain timely delivery youof any requested information, holders of outstanding notes must make any request the information no later than , 2013.five business days prior to the expiration of the exchange offer.TABLE OF CONTENTS
Cautionary Statement Regarding Forward-Looking Statementsiii1101010111516171717181819192021222222222223Brief Description of the Notes and the Subsidiary Guarantees2324242525252626272730i41424243454546464648484849676870707173iiINFORMATION REGARDING FORWARD-LOOKING STATEMENTSThis prospectus, including information includedCertain statements contained or incorporated by reference in this prospectus, containsother than statements of historical fact, are "forward-looking statements." Forward-looking statements reflect our current expectations or forecasts of future events. Words such as "may," "assume," "forecast," "predict," "strategy," "expect," "intend," "plan," "aim," "estimate," "anticipate," "believe," "project," "budget," "potential" or "continue" and similar expressions are used to identify forward-looking statements. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements concerningcan be guaranteed.financial condition,actual results of operations, plans, objectives, future performance and business. Theseto differ materially from the results contemplated by such forward-looking statements include, statements thatbut are not historical in naturelimited to, the following risks and statements preceded by, followed by oruncertainties:contain forward-looking terminology,influence the supply of and demand for crude oil, natural gas and natural gas liquids ("NGLs"), including the words “believe,” “expect,” “may,” “will,” “should,” “could,” “anticipate,” “estimate,” “intend” orrecent decline in commodity prices;negation thereof, or similar expressions.Forward-looking statements are not guarantees of future performance or results. They involve risks, uncertainties and assumptions. Actual results may differ materially from those contemplated bydemand for services in the forward-looking statements due to, among others, the following factors:our ability to consummate acquisitions, including the Arrow Acquisition (as defined herein), successfully integrate acquired businesses, including Legacy CMLP (as defined herein) and realize any cost savings and other synergies from any acquisition, including the Crestwood Merger (as defined herein) and the Arrow Acquisition;our ability to complete our growth projects;our ability to generate stable cash flows;operations;extent and successtax treatment of drilling efforts, as well as publicly traded partnerships, possibly on a retroactive basis;extent and qualityavailability of crude oil, and natural gas volumes produced within areas of acreage dedicated on and within the proximity of our assets;failure or delays by our customers in achieving expected production targets;competitive conditions in our industry and their impact on our ability to connect natural gas supplies to our gathering and processing assets or systems;actions or inactions taken or non-performance by third parties, including suppliers, contractors, operators, processors, transporters and customers;the effects of existing and future laws and governmental legislation and regulations;industry factors that influence the supply and prices of, and demand for, crude oil, natural gas and natural gas liquids (“NGLs”);operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;industry factors that influence the demand for storage and transportation capacity;changes in general economic conditions;the availability of natural gas and NGLs, and the price of natural gas and NGLs,those commodities, to consumers comparedrelative to the price of alternative and competing fuels;changes in risks relatedThese factors do not necessarily include all of the important factors that could cause actual results to differ materially from those expressed in any of our substantial indebtedness;effects of existing or future litigation; andcertain factors discussed elsewhereforward-looking statements made in this prospectus supplementdocument are qualified by these cautionary statements, and in the reports incorporated herein by reference.iiiA forward-looking statement may include a statement of the assumptionswe cannot assure you that actual results or bases underlying the forward-looking statement. We believedevelopments that we anticipate will be realized or, even if substantially realized, will have chosen these assumptionsthe expected consequences to, or bases in good faitheffect on, us or our business or operations. Also note that we provided additional cautionary discussion of risks and that they are reasonable. However, we caution you that assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statementsuncertainties under "Risk Factors" in this prospectus and in our Annual Report on Form 10-K, which is incorporated herein by reference and, to the documents thatextent applicable, any subsequently filed reports.haveundertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained, incorporated by reference including those describedor referred to in the “Risk Factors” section of this prospectus. We willIn light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus may not update these statements unless the securities laws require us to do so.occur.ivincluded incontained elsewhere or incorporated by reference intoin this prospectus. Itprospectus and may not contain all of the information that ismay be important to you. ThisYou should read the entire prospectus includes information aboutand the exchange offer and includes or incorporatesother documents incorporated by reference information about our business and our financial and operating data. Before deciding to participate in the exchange offer, you should read this entire prospectusherein carefully, including the matters discussed under the caption "Risk Factors" and the financial datastatements and related notesother information included elsewhere or incorporated by reference intoin this prospectus, before making an investment decision. In addition, certain statements include forward-looking information that involves risks and the “Risk Factors” section beginning on page 8 of this prospectus.uncertainties. See "Cautionary Statement Regarding Forward-Looking Statements."Throughout this prospectus, unless otherwise indicated or the context otherwise requires, (i) “we,” “us,” “our” or the “Partnership” refers to Crestwood Midstream Partners LP (f/k/a Inergy Midstream, L.P.) and its subsidiaries, (ii) “Inergy Midstream” refers to Inergy Midstream, L.P. and its consolidated subsidiaries prior to the consummation of the Crestwood Merger, and (iii) “Legacy CMLP” refers to Crestwood Midstream Partners LP and its consolidated subsidiaries prior to the consummation of the Crestwood Merger.
Our CompanyThe PartnershipOvervieware a fully-integrated energy midstream company that provides broad-ranging infrastructure solutions across the value chain in premier shale plays in the United States. Our common units are listed on the New York Stock Exchange (“NYSE”) under the symbol “CMLP.”Prior to October 7, 2013, the Partnership was named Inergy Midstream, L.P. and its common units were traded on the NYSE under the symbol “NRGM.” On October 7, 2013, the business operations of Inergy Midstream and Legacy CMLP were combined when Legacy CMLP merged with and into Inergy Midstream. Immediately following the Crestwood Merger, Inergy Midstream changed its name to Crestwood Midstream Partners LP and changed its NYSE listing symbol to “CMLP.” For more information, see “Recent Developments—Crestwood Merger and Related Transactions.”Our BusinessWe provide gathering, processing, storage and transportation solutions to customers in the crude oil, NGLs and natural gas sectors of the energy industry. As a result of the Crestwood Merger, the midstream operations conducted through our wholly-owned subsidiaries include:approximately 3.1 billion cubic feet of natural gas per day (“Bcf/d”) of natural gas transportation capacity, consisting of approximately 2.2 Bcf/d of gathering capacity and 0.9 Bcf/d of transmission capacity;more than 460 million cubic feet of natural gas per day (“MMcf/d”) of natural gas processing capacity;approximately 41 Bcf of natural gas storage capacity, 1.5 million barrels of NGLs storage capacity, and 720,000 barrels of crude oil storage capacity; and120,000 barrels of petroleum products equal to 42 U.S. gallons per day (“Bbls/d”) of crude oil rail loading capacity.We have three operating and reporting segments: (i) gathering and processing (“G&P”), (ii) crude oil and (iii) storage and transportation. In general, the operations of Legacy CMLP comprise our G&P segment and the operations of Inergy Midstream comprise our crude oil and storage and transportation segments.Our G&P operations provide natural gas gathering, processing, treating and compression services to producers in unconventional shale plays located in West Virginia, Wyoming, Texas, Arkansas, New Mexico and Louisiana. Wemanage, own and operate rich gas gathering systems and processing plants in the Marcellus, Barnett, Granite Wash, and Avalon shale plays, and dry gas gathering systems in the Barnett, Fayetteville, and Haynesville shale plays. Our consolidated G&P operations also include a 50% interest in the Jackalope G&P system, which is being developed to gather and process rich natural gas from a 311,000 acre area of dedication in the Powder River Basin Niobrara shale play operated by Chesapeake Energy and RKI Exploration & Production.Our crude oil operations provide terminaling and marketing services to producers, refiners and other customers. We have throughput capacity of more than 120,000 Bbls/d of crude oil at our crude oil loading and storage terminal (“COLT Hub”) located in the core of the Bakken Shale play in North Dakota, which is being expanded to accommodate 160,000 Bbls/d of crude oil rail loading and 1.2 million barrels of crude oil storage capacity. Our consolidated crude oil operations also include (i) our 50.01% interest in a crude oil rail terminal in the Powder River Basin Niobrara play, which commenced operations on a manifest basis in August 2013, and (ii) our salt production company, US Salt, LLC, which is one of five major solution-mined salt manufacturers in the United States.Our storage and transportation operations provide natural gas and NGLs storage and transportation services to utilities, marketers and other customers. We own four natural gas storage facilities (the Stagecoach, Thomas Comers, Steuben and Seneca Lake storage facilities) and one NGLs underground storage facility (the Bath storage facility) in New York, and natural gas transmission facilities (the North-South Facilities, the MARC I Pipeline, and the East Pipeline) in New York and Pennsylvania. Our interconnected natural gas storage and transmission assets are located in the dry gas portion of the Marcellus Shale, and operate as an integrated storage and transportation hub for the premium Northeast demand market.On October 8, 2013, we entered into an Agreement and Plan of Merger with Arrow Midstream Holdings, LLC (“Arrow”) and Arrow’s members, Legion Energy, LLC and OZ Midstream Holdings, LLC (“Arrow Acquisition”). Arrow, through its wholly-owned subsidiaries, owns and operates substantial crude oil, natural gas and water gathering systems located on the Fort Berthold Indian ReservationNGL midstream assets. Headquartered in the core of the Bakken ShaleHouston, Texas, we are a fully-integrated midstream solution provider that specializes in McKenzie and Dunn Counties, North Dakota.Our Business Strategy and Competitive StrengthsBusiness StrategyOur primary business objective isconnecting shale-based energy supplies to increase the cash distributions that we pay to our unitholders by growing our business through the development, acquisition, expansion and operation of additional midstream assets near proven shale resources and premiumkey demand centers by:Enhancing existing assets and achieving additional operating efficiencies.markets. We intend to enhance the profitability of our existing assets by undertaking additional initiatives to increase utilization, improve operating efficiencies and provide additional midstream services desired by our customers. For example, as we increasingly cross sell services to our customers that neither Legacy CMLP nor Inergy Midstream could offer on a stand-alone basis prior to the Crestwood Merger, we expect to provide more comprehensive midstream services to customers in a manner that benefits both our customers and our unitholders.Developing organic growth opportunities. We continually evaluate organic growth opportunities in existing and new markets that could allow us to increaseconduct gathering, processing, storage, transportation and transportation capacity, as well as connectivitymarketing operations in our businesses and with our customers’ systems, and to developthe most prolific shale plays across the United States. For additional critical energyinfrastructure desired by our customers to create value and increase cash flow available for distribution to our unitholders. Our ongoing expansion of the COLT Hub is an example of our desire to aggressively pursue organic growth opportunities at attractive expansion multiples.Opportunistically pursuing acquisitions. We continue to expandinformation about our business, by pursuing acquisitions, including acquisitions from affiliates that add value and fit our fee-based business model. We plan to evaluate and, if appropriate, selectively pursue acquisitions (i) in our existing markets that provide opportunities for operational efficiencies or higher capacity utilization of existing assets and (ii) of complementary fee-based operations that grow our geographic footprint and expand the types of services we can provide to our customers. We continue to pursue opportunities to diversify our operations, in terms of both our geographic footprint and the type of midstream services we provide to customers.Maintaining stable cash flows supported by long-term, fee-based contracts.We will seek to minimize our direct commodity price exposure and maintain stable cash flows by generating a substantial portion of our revenues pursuant to multi-year, firm gathering, processing, storage and transportation contracts with strong, creditworthy customers.Maintaining a conservative and flexible capital structure and target investment grade credit metrics in order to lower our overall cost of capital. We intend to maintain a balanced capital structure and target investment grade credit metrics which, when combined with our stable fee-based cash flows, will afford us efficient access to the capital markets at a competitive cost of capital that we expect will serve to enhance returns. We will seek to maintain a disciplined approach of financing acquisitions and growth projects with an appropriate mix of debt and equity.Competitive StrengthsWe believe we are well positioned to pursue our business strategies by capitalizing on our competitive strengths as follows:Our assets are located in attractive shale plays and demand markets. Our assets are located in shale plays that are marked by favorable characteristics such as proven production, substantial oil and gas in place, improving development and operating costs, and existing intrastate and interstate infrastructure. We believe that the Crestwood Merger positions us well in the premier shale plays in North America, including the Marcellus, Permian Basin, Powder River Basin Niobrara and Barnett shales, and the pending Arrow Acquisition strategically expands our footprint in the core of the Bakken shale play. Our assets are also located in close proximity to significant demand markets, including New York City and the surrounding Northeast demand markets. We believe that our established positions in key supply and demand areas give us an opportunity to expand our system footprint and increase throughput volumes, ultimately increasing cash flows.Stable, fee-based cash flows with long-term contracts and high quality customer base. Our operations consist predominantly of fee-based services that generate stable cash flows that largely mitigate our exposure to direct commodity price risk and provide us with long-term cash flow stability.Inventory of growth projects. We have identified and are pursuing a number of growth projects around our existing assets that are designed to enhance our profitability and increase our operating scale. We anticipate that these projects will allow us to better serve our customers’ needs, increase margins and enhance our ability to obtain contracts for the use of our assets.Experienced management team. Our management team has significant expertise developing, owning, expanding and operating midstream infrastructure, as well as significant relationships with participants across the hydrocarbon supply chain, and has a proven track record of successfully developing midstream assets in a reliable and cost-effective manner.Recent DevelopmentsCrestwood Merger and Related TransactionsOn October 7, 2013, Inergy Midstream consummated the previously announced merger of its wholly-owned subsidiary, Intrepid Merger Sub, LLC (“Merger Sub”), with and into Legacy CMLP, with Legacy CMLP continuing as the surviving entity (the “Crestwood Merger”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 5, 2013, by and among Inergy Midstream, Crestwood Midstream GP LLC (f/k/a NRGM GP, LLC), Merger Sub, Crestwood Equity Partners LP (f/k/a Inergy, L.P.) (“CEQP”), Legacy CMLP, Crestwood Holdings LLC (“Crestwood Holdings”) and Crestwood Gas Services GP LLC (“CMLP GP”). Immediately following the Crestwood Merger, Legacy CMLP merged with and into Inergy Midstream, with Inergy Midstream continuing as the surviving entity, and the Partnership changed its name to Crestwood Midstream Partners LP and changed its NYSE listing symbol to “CMLP.”New Credit FacilityOn October 7, 2013, immediately following the consummation of the Crestwood Merger, the Partnership entered into a new $1.0 billion five-year revolving credit facility (the “Revolving Credit Facility”). In connection with entering into the Revolving Credit Facility, the Partnership (i) repaid in full and retired Inergy Midstream’s $600 million credit facility, Legacy CMLP’s $550 million credit facility, and Crestwood Marcellus Midstream LLC’s $200 million revolving credit facility; and (ii) paid fees and expenses relating to the Crestwood Merger.OwnershipFirst Reserve Management, L.P. (“First Reserve”) owns a significant equity interest in Crestwood Holdings. We expect that our relationship with Crestwood Holdings and First Reserve may provide us with significant benefits, including strong industry management experience, increased exposure to acquisition opportunities and access to experienced transactional and financial professionals with a proven track recordresults, see the documents listed under "Incorporation of investing in energy assets. Crestwood Holdings, headquartered in Houston, Texas, is a private energy company formed to pursue the acquisition and development of North American midstream assets and businesses. First Reserve is a leading private equity firm specializing in the energy industry, making both private equity and infrastructure investments throughout the energy value chain. For more than 25 years, it has invested solely in the global energy industry, utilizing its broad base of specialized energy industry knowledge as a competitive advantage. First Reserve invests strategically across a wide range of energy industry sectors, developing a portfolio that is diversified across the energy value chain, backing talented management teams and creating value by building companies.Certain Documents By Reference."Principal Executive OfficesAs a result of the Crestwood Merger, our Our principal executive offices are located at 700 Louisiana Street, Suite 2060,2550, Houston, Texas 77002, and our telephone number at that address is (832) 519-2200. Our website address iswww.crestwoodlp.comWe intend to makeOn September 30, 2015, our periodic reportsunitholders approved the Simplification Merger and otherwe completed the merger on that date. As part of the merger consideration, our common and preferred unitholders (other than CEQP and its subsidiaries) received 2.75 common or preferred units of CEQP for each of our common or preferred unit held upon completion of the merger.filed with or furnished to the SEC, available, free of charge, through our website, as soon as reasonably practicable after those reports and othercontained in this prospectus, including information are electronically filed with or furnished to the SEC. Information on our website or any other website is notin documents incorporated by reference, into this prospectus supplement and does not constitute a partprior to participating in the exchange offer. In particular, we urge you to carefully consider the factors set forth under "Risk Factors" beginning on page 8 of this prospectus supplement orand those risk factors incorporated by reference from our Annual Report on Form 10-K and, to the accompanying base prospectus.extent applicable, any subsequently filed reports.December 7, 2012, weMarch 23, 2015, the Issuers completed a private offering of $500.0 million$700,000,000 aggregate principal amount of our 6.0% Senior Notes due 2020, or the oldoutstanding notes. As part of this private offering, we entered into a registration rights agreement with the initial purchasers of the old notes in which we agreed, among other things, to deliver this prospectus to you and to use our commercially reasonable efforts to complete the exchange offer no later than 60 days after the date on which the registration statement, of which the prospectus forms a part of, is declared effective by the Commission. The following is a summary of the exchange offer.Old notesExchange OfferOn December 7, 2012, we issued $500.0 million aggregate principal amount of 6.0% Senior Notes due 2020.New notes6.0% Senior Notes due 2020. The terms of the new notes are substantially identical to the terms of the old notes, except that the transfer restrictions, registration rights and provisions for additional interest relating to the old notes do not apply to the new notes. The new notes offered hereby, together with any old notes that remain outstanding after the completion of the exchange offer, will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The new notes will have a CUSIP number different from that of any old notes that remain outstanding after the completion of the exchange offer.Exchange offerWe are offering to exchange up to $500.0 million aggregate principal amountoutstanding notes for exchange notes. Outstanding notes may only be tendered in minimum denominations of our 6.0% Senior Notes due 2020 that have been registered under the Securities Act for an equal amount$2,000 and integral multiples of our outstanding 6.0% Senior Notes due 2020 that have not been so registered to satisfy our obligations under the registration rights agreement that we entered into when we issued the old notes$1,000 in a transaction exempt from registration under the Securities Act.excess of $2,000.dateDate01 a.m.,00 midnight, New York City time, on , 2013,2016, unless we decide to extend it. We currently do not intend to extend the expiration date.ConditionsResaleThe registration rights agreement require us to accept oldacquire exchange notes for exchange ifin the ordinary course of its business; ormakingpurpose of anyparticipating, in a distribution of exchange by a holdernotes;old notes would violate any applicable law or interpretationposition of the staff of the CommissionSEC enunciated in theMorgan Stanley & Co. Incorporated no action letter (available June 5, 1991) and theExxon Capital Holdings Corporation no action letter (available May 13, 1988), as interpreted in theShearman & Sterling no action letter (available July 2, 1993), or if any legal action has been instituted or threatened that would impair our ability to proceedsimilar no-action letters and, in the absence of an exemption therefrom, must comply with the exchange offer. A minimum aggregate principal amount of old notes being tendered is not a condition to the exchange offer. Please read “Exchange Offer—Conditions to the Exchange Offer” for more information about the conditions to the exchange offer.Procedures for tendering old notesAllregistration and prospectus delivery requirements of the old notes are heldSecurities Act in book-entry form through the facilities of The Depository Trust Company, or “DTC.” To participate in the exchange offer, you must follow the automatic tender offer program, or “ATOP,” procedures established by DTC for tendering notes held in book-entry form. The ATOP procedures require that the exchange agent receive, prior to the expiration dateconnection with any resale of the exchange offer, a computer-generated message known as an “agent’s message” that is transmitted through ATOP, and that DTC confirm that:notes.DTC has received instructions to exchange your old notes; andyou agree to be bound by the terms of the letter of transmittal in Annex A hereto. For more details, please read “Exchange Offer—Terms of the Exchange Offer” and “Exchange Offer—Procedures for Tendering.”Guaranteed delivery proceduresNone.Withdrawal of tendersYou may withdraw yourthe tender of oldyour outstanding notes at any time prior to the expiration date. To withdraw,of the exchange offer. We will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offer.submitcomplete, sign and date the accompanying letter of transmittal, or a noticefacsimile of withdrawalsuch letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of such letter of transmittal, together with your outstanding notes and any other required documents, to the exchange agent using ATOP procedures before 12:01 a.m., New York City time,at the address set forth on the expiration datecover page of the exchange offer. Please read “Exchange Offer—Withdrawalletter of Tenders.”transmittal.Acceptance of old notes and delivery of new notesfulfill all conditions required for proper acceptance of oldhold outstanding notes we will accept anythrough The Depository Trust Company ("DTC") and all old notes that you properly tenderwish to participate in the exchange offer, before 12:01 a.m., New York Cityyou must comply with the Automated Tender Offer Program procedures of DTC by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:onand may not be able to be completed prior to the expiration date. We will returnold notes that we do not acceptother required documents, or you cannot comply with the procedures under DTC's Automated Tender Offer Program for exchangetransfer of book-entry interests prior to you without expense promptly after the expiration date. We will deliver the new notes promptly after the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under "The Exchange Offer—Guaranteed Delivery Procedures."offer. Please read “Exchange Offer—Terms ofoffer, we will have fulfilled a covenant under the Exchange Offer.”Fees and expensesWe will bear all expenses related to the exchange offer. Please read “Exchange Offer—Fees and Expenses.”Use of proceedsThe issuance of the new notes will not provide us with any new proceeds. We are making the exchange offer solely to satisfy our obligations under our registration rights agreement.Consequences of failure to exchange old Accordingly, there will be no increase in the interest rate on the outstanding notes under the circumstances described in the registration rights agreement. If you do not exchangetender your oldoutstanding notes in the exchange offer, you will no longercontinue to be ableentitled to require usall the rights and limitations applicable to register the oldoutstanding notes as set forth in the indenture governing the notes, except we will not have any further obligation to you to provide for the exchange and registration of untendered outstanding notes under the registration rights agreement. To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes that are not so tendered and accepted could be adversely affected.in the limited circumstances provided under our registration rights agreement. In addition, you will not be ablepursuant to resell, offer to resell or otherwise transfer the old notes unless we have registered the old notes under the Securities Act, or unless you resell, offer to resell or otherwise transfer them under an exemption from, the registration requirements of, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.U.S. federal income tax consequencesCertain United States Federal Income Tax Consequencesnewoutstanding notes for oldexchange notes in the exchange offer will not be aconstitute taxable eventevents to holders for U.S.United States federal income tax purposes. Please read “CertainSee "Certain United States Federal Income Tax Consequences.”"Exchange agentUse of Proceedshave appointed will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer. See "Use of Proceeds."asis the exchange agent for the exchange offer. You should direct questionsThe address and requests for assistance and requests for additional copiestelephone number of this prospectus (including the letter of transmittal) to the exchange agent addressed as follows:are set forth in the section captioned "The Exchange Offer—Exchange Agent."U.S. Bank National Association60 Livingston AvenueAttention: Specialized FinanceTelephone: (800) 934-6802Facsimile: (651) 495-8158Table of Contents
Terms of the NewExchange Notesnewsummary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of Notes" section of this prospectus contains more detailed descriptions of the terms and conditions of the exchange notes. The exchange notes will be substantiallyhave terms identical in all material respects to the oldoutstanding notes, except that the newexchange notes arewill be registered under the Securities Act and will not havecontain terms with respect to transfer restrictions, on transfer, registration rights or provisionsand additional interest for additional interest. The new notes will evidencefailure to observe certain obligations in the same debt asregistration rights agreement. Unless otherwise indicated, references to the old"notes" are to the outstanding notes and the same indenture will govern the new notes and the oldexchange notes. We sometimes refer to the new notes and the old notes, collectively, as the “notes.”The following summary contains basic information about the new notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the new notes, please read “Description of New Notes.”Crestwood Midstream Partners LP and Crestwood Midstream Finance Corp. Securities offered500.0 million700,000,000 aggregate principal amount of 6.0% Senior Notes due 2020.exchange notes.Interest rateMaturity Date6.0% per annum. payment datesnew notes will accrue from the original issue date of the old notes, December 7, 2012, and will be paid semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2013, to holders of record as of the preceding June 1 and December 1, respectively.Maturity dateDecember 15, 2020Subsidiary guaranteesThe newexchange notes will be guaranteedpayable in cash and will accrue at a rate of 6.25% per year.a fullthe exchange notes on April 1 and unconditional and joint and several basis by allOctober 1. Interest on the outstanding notes began to accrue from March 23, 2015. current subsidiaries (other than the co-issuer)Co-Issuer) that guarantee our 7.75% Senior Notes due 2019 (the "7.75% Notes"), 6.00% Senior Notes due 2020 (the "6.00% Notes") and certainour 6.125% Senior Notes due 2022 (the "6.125% Notes" and, together with the 7.75% Notes and the 6.00% Notes, the "existing notes") and our revolving credit facility (the "Revolving Credit Facility") and all of our other future subsidiaries. If we cannot make paymentsdomestic subsidiaries that guarantee any of our indebtedness for borrowed money will guarantee the exchange notes on a senior unsecured basis. For the new notes when they are due,year ended December 31, 2015, our non-guarantor subsidiaries represented less than 1% of our revenues, and as of December 31, 2015, represented less than 5% of our total assets and liabilities.guarantor subsidiaries, if any, must make them instead. Please read “Description of New Notes—Subsidiary Guarantees.”notes. On the issue date, Tres Palacios Holdings LLC, Tres Palacios Gas Storage LLC, Tres Palacios Midstream, LLC, Crestwood Niobrara LLC, Jackalope Gas Gathering Services, L.L.C. and Powder River Basin Industrial Complex, LLC will be unrestricted subsidiaries.Optional redemptionRankingsomethe exchange notes, in whole or all of the notesin part, at any time on or after December 15, 2016. In addition,April 1, 2018, at a redemption price equal to 100% of the principal amount thereof, plus a premium declining ratably to par and accrued and unpaid interest to the date of redemption, as set forth under "Description of Notes—Optional Redemption."December 15, 2015,April 1, 2018, we may redeem up to 35% of the aggregate principal amount of the exchange notes, within an amount not greater than the net cash proceeds of certainone or more equity offerings, at a specified redemption price. Theprice equal to 106.250% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to the date of such redemption; provided that:prices(unless all of such notes are discussedredeemed); andcaption “Descriptiondate of New Notes – Optional Redemption.”such redemption.RankingChange of ControlThe newgeneral unsecured obligations. The newdebt agreements, including the credit agreement governing the Revolving Credit Facility and the indentures governing our existing notes. We cannot assure you that we will have the financial resources to purchase the notes will:in such circumstances.rank equally in right of payment with all of our existing and future senior indebtedness;be effectively subordinated to all of our existing and future secured indebtedness, including our borrowings under our revolving credit facility, to the extent of the value of the assets securing the indebtedness;be structurally subordinated to all future indebtedness and other liabilities, including trade payables, of our non-guarantor subsidiaries; andrank senior in right of payment to all of our future subordinated indebtedness.covenantsCovenantssell assets;pay distributions on, redeem or repurchase our units or redeem or repurchase our subordinated debt;make investments;incur or guarantee additional indebtedness or issue preferred units;create or incur certain liens;enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us;consolidate, merge or transfer all or substantially all of our assets;engage in transactions with affiliates;create unrestricted subsidiaries; andenter into sale and leaseback transactions. thatwhich are described under the heading “Description"Description of New Notes” in this prospectus.Notes." If the achieve an investment grade rating from either Moody’s or Standard & Poor’s, many of these covenants will terminate.Transfer restrictionsThe new notes generally will be freely transferable.Form of new notesThe new notestransferable but will be representednew securities for which there will not initially by onebe a market. Accordingly, a market for the exchange notes may not develop or more global notes. Each global new note willthere may be deposited with the trustee, as custodian for DTC.Same-day settlementThe global new notes will be shown on, and transfers of the global new notes will be effected only through, records maintainedlimited liquidity in book-entry form by DTC and its direct and indirect participants.The new notes will be eligible to trade in DTC’s same day funds settlement system until maturity or redemption. Therefore, secondaryany such market trading activity in the new notes will be settled in immediately available funds.Tradingthat may develop. We do not expectintend to listapply for a listing of the newexchange notes for trading on any securities exchange.exchange or any automated dealer quotation system.Trustee, registrar and exchange agentU.S. Bank National Association.Governing lawThe notes and the indenture relating to the notes are governed by, and will be construed in accordance with, the laws of the State of New York.Before deciding to participate in the exchange offer, you should consider carefully the risks and uncertainties described below and in Item 1A “Risk Factors” in the annual reports on Form 10-K and in the quarterly reports on Form 10-Q each incorporated herein by reference, together with allTable of the other information included or incorporated by reference in this prospectus, including financial statements and related notes. If any of the following risks or uncertainties actually occurs, our business, financial condition or results of operations could be materially adversely affected.Contents Relating to the Crestwood MergerFailure to successfully integrate recent and pending acquisitionsAny investment in the expected time frame may adversely affectexchange notes involves a high degree of risk. You should carefully consider the future results of the combined organization.The success of the Crestwood Merger and the Arrow Acquisition will depend, in part, on our ability to realize the anticipated benefits and synergies from combining the businesses of Inergy Midstream and Legacy CMLP and the Partnership and Arrow, respectively. To realize these anticipated benefits, the businesses must be successfully combined. If the combined organization is not able to achieve these objectives, or is not able to achieve these objectives on a timely basis, the anticipated benefits of the Crestwood Merger and the Arrow Acquisition may not be realized fully or at all. Additional unanticipated costs may be incurred in the integration of the businesses. There can be no assurance that the elimination of certain duplicative costs,following risk factors as well as the realization of other efficiencies relatedrisk factors discussed in our Annual Report on Form 10-K, which is incorporated herein by reference and, to the integrationextent applicable, any subsequently filed reports, before taking part in the exchange offer. Additional risks or uncertainties presently known to us, or that we currently deem immaterial and risks and uncertainties that we are not presently aware of, may also impair our business operations. We cannot assure you that any of the two businesses, will offset the incremental transaction-related costs over time. These integration difficulties could adversely affect the future results of the combined organization.We will incur substantial transaction-related costs in connection with the Crestwood Merger and the Arrow Acquisition.The Partnership has incurred significant, and expects to continue to increasingly fewer, non-recurring transaction-related costs associated with the Crestwood Merger (including integrating the operations of Legacy CMLP and Inergy Midstream and attempting to achieve desired synergies) and the Arrow Acquisition. These fees and costs will,events discussed in the aggregate, be substantial. Non-recurring transaction costs include, but arerisk factors below will not limited to, fees paid to legal, financial and accounting advisors, filing fees and printing costs.occur.We may have difficulty attracting, motivating and retaining executives and other employees in light of the Crestwood Merger.Uncertainty about the effect of the Crestwood Merger on our employees may have an adverse effect on the combined organization. This uncertainty may impair our ability to attract, retain and motivate personnel. If employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain employees of the combined organization, the combined organization’s ability to realize the anticipated benefits of the Crestwood Merger could be reduced.If you failYour ability to exchange old notes, existing transfer restrictions will remain in effect, and the market value of oldexchange notes may be adversely affected because theylimited by the absence of an active trading market, and no active trading market may develop for the exchange notes.more difficult to sell.If you fail to exchange oldlower than their principal amount or purchase price depending on many factors, including prevailing interest rates, the market for similar notes, our financial and operating performance and other factors. An active market for new notes in the exchange offer, then you will continue to be subject to the existing transfer restrictions on the old notes. In general, the old notes may not be offereddevelop or, sold unless they are registeredif developed, may not continue. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. The market, if any, for the exchange notes may experience similar disruptions and any such disruptions may adversely affect the prices at which you may sell your exchange notes.exemptotherwise transfer the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under "Plan of Distribution," certain holders of exchange notes will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer the exchange notes. If such a holder transfers any exchange notes without delivering a prospectus meeting the requirements of the Securities Act or without an applicable exemption from registration under the Securities Act, and applicable state securities laws. Except in connection with this exchange offer or as required bysuch a holder may incur liability under the registration rights agreement, weSecurities Act. We do not intend to register resales of the old notes.The tender of old notes in the exchange offerand will reduce the principal amount of the currently outstanding old notes. Due to the corresponding reduction in liquidity,not assume, or indemnify such a holder against this may have an adverse effect upon, and increase the volatility of, the market price of any currently outstanding old notes that you continue to hold following the completion of the exchange offer.liability.have a holding company structure in whichmay not be able to generate sufficient cash flow to meet our subsidiaries conductdebt obligations, including our operationsobligations and own our operating assets.commitments under the exchange notes, the existing notes and the Revolving Credit Facility.are a holding company,expect our earnings and our subsidiaries conduct allcash flow to vary significantly from year to year due to the cyclical nature of our operations and own all of our operating assets. We have no significant assets other than the partnership interests and the other equity interests in our subsidiaries.industry. As a result, the amount of debt that we can manage in some periods may not be appropriate for us in other periods. In addition, our future cash flow may be insufficient to meet our debt obligations and commitments, including the exchange notes, the existing notes and the Revolving Credit Facility. Any insufficiency could negatively impact our business. A range of economic, competitive, business, and industry factors will affect our future financial performance, and, as a result,make required payments ongenerate cash flow from operations and to repay our debt, including the notes. Many of these factors, such as oil and gas prices, economic and financial conditions in our industry and the global economy or competitive initiatives of our competitors, are beyond our control. In addition, the indentures governing the existing notes and the indenture governs the notes depends on the performanceallow us to incur additional indebtedness. The incurrence of additional indebtedness could negatively affect our subsidiaries and their ability to distribute fundspay principal and interest on our debt, including the exchange notes.us. Theraise additional capital to fund our operations, limit our ability to react to changes in our business or our industry and place us at a competitive disadvantage.subsidiaries to make distributions to us may be restricted by, among other things,total outstanding long-term indebtedness was approximately $2,543.6 million, consisting of approximately $735.0 million of indebtedness under the amended credit agreement that governs our credit facilities and applicable state partnership lawsRevolving Credit Facility, the existing notes, the exchange notes and other lawsdebt, and regulations.approximately $399.0 million was available under the Revolving Credit Facility, after considering our most restrictive debt covenants under the Revolving Credit Facility.are unabledo not generate sufficient cash flow from operations to obtain the funds necessary to pay the principal amount at the maturity of the notes, or to repurchase the notes upon an occurrence of a change in control,satisfy our debt obligations, we may be requiredhave to adopt oneundertake alternative financing plans, such as:more alternatives, such as a refinancing ofrestructuring our debt;notes.cash we distribute to our general and limited partners;refinanceenter into these alternative financing plans on commercially reasonable terms or at all. However, any alternative financing plans that we undertake, if necessary, may not allow us to meet our debt obligations. Our inability to generate sufficient cash flow to satisfy our debt obligations or to obtain alternative financing could materially and adversely affect our business, results of operations, financial condition and business prospects, as well as our ability to satisfy our obligations in respect of the exchange notes, the existing notes and the Revolving Credit Facility.termssubsidiary guarantor entered into the guarantee with the intent to hinder, delay or defraud its creditors.which weits existing debts, including contingent liabilities, as they become absolute and mature; orrefinancenot pay its debts as they become due.favorable.adversely affected. In addition, if any of our other outstanding debt is rated and subsequently downgraded, raising capital will become more difficult, borrowing costs under the Revolving Credit Facility and other future borrowings may increase and the market price of the notes may decrease.Subject Unlike a corporation, our partnership agreement requires us to distribute, on a quarterly basis, all of our available cash to our unitholders of record and our general partner within 45 days after the limitations on restricted payments contained inend of each calendar quarter, except under certain circumstances. Our ability to make quarterly distributions is subject to certain restrictions, including restrictions under our partnership agreement, our credit agreement governing the Revolving Credit Facility, the indentures governing the existing notes and the indenture governing the notes and in the agreements governing our credit facilities and other indebtedness, we distributeDelaware law. Available cash is generally all of our “available cash” each quartercash receipts adjusted for cash distributions and net changes to our limited partners and our general partner. “Available cash” is defined in our partnership agreement, and it generally means, for each fiscal quarter:all cash on hand at the end of the quarter;less the amount of cash that our general partner determines in its reasonable discretion is necessary or appropriate to:provide for the proper conduct of our business;comply with applicable law, any of our debt instruments or other agreements; orprovide funds for distributions to our unitholders for any one or more of the next four quarters; andplus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. Working capital borrowings are generally borrowings made under our credit facilities and in all cases are used solely for working capital purposes or to pay distributions to partners.As a result, we do not accumulate significant amounts of cash and thus do not have the same flexibility as corporations or other entities that do not pay dividends or have complete flexibility regarding the amounts they will distribute to their equity holders. The timing and amount of our distributions could significantly reduce the cash available to pay the principal, premium (if any) and interest on the notes. The board of directors of ourreserves. Our general partner will determine the amount and timing of such distributions and has broad discretion to establish and make additions to our reserves or the reserves of our operating subsidiaries as itin amounts our general partner determines arein its reasonable discretion to be necessary or appropriate.appropriate to:will decreasegenerally decreases in correlation with decreases in the amount we distribute per unit. Accordingly, if we experience a liquidity problem in the future, we may not be able to issue equity to recapitalize.Payment of principal and interest onrecapitalize, which may limit cash available to service the notes are effectively subordinated to our senior secured debt to the extent of the value of the assets securing the debt as well as structurally subordinated to the indebtedness of any of our subsidiaries that do not guarantee the notes.The notes are our senior unsecured debt and rank equally in right of payment with all of our other existing and future unsubordinated debt. The notes are effectively junior to all our future secured debt, to the existing and future debt of our subsidiaries that do not guarantee the notes and to the existing and future secured debt of any subsidiaries that guarantee the notes. Holders of our secured obligations, including obligations under our credit facilities, will have claims that are prior to claims of holders of the notes with respect to the assets securing those obligations. In the event of a liquidation, dissolution, reorganization, bankruptcy or any similar proceeding, our assets and those of our subsidiaries will be available to pay obligations on the notes and the guarantees only after holders of our senior secured debt have been paid the value of the assets securing such debt.In addition, although substantially all of our domestic subsidiaries currently guarantee the notes, in the future, under certain circumstances, the guarantees are subject to release and we may have subsidiaries that are not guarantors. In that case, the notes would be structurally junior to the claims of all creditors, including trade creditors and tort claimants, of our subsidiaries that are not guarantors. In the event of the liquidation, dissolution, reorganization, bankruptcy or similar proceeding of the business of a subsidiary that is not a guarantor, creditors of that subsidiary would generally have the right to be paid in full before any distribution is made to us or the holders of the notes. Accordingly, there may not be sufficient funds remaining to pay amounts due on all or any of the notes.The subsidiary guarantees could be deemed fraudulent conveyances under certain circumstances, and a court may try to subordinate or void the subsidiary guarantees.Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee can be voided, or claims under a guarantee may be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:intended to hinder, delay or defraud any present or future creditor or received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee;was insolvent or rendered insolvent by reason of such incurrence;was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; orintended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.In addition, any payment by that guarantor under a guarantee could be voided and required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;the present saleable value of its assets was less than the amount that would be required to pay its probable liability, including contingent liabilities, on existing debts as they become absolute and mature; orit could not pay its debts as they became due.We may not be able to repurchase the notes upon a change of control.Upon occurrence of specific change of control events affecting us, you will have the right to require us to repurchase all or any part of your notes with a cash payment equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest. Our ability to repurchase the notes upon such a change of control would be limited by our access to fundsrepay them at the time of the repurchase and the terms of our other debt agreements. Upon a change of control event, we may be required immediately to repay the outstanding principal, any accrued interest on and any other amounts owed by us under our senior secured credit facilities, the notes and other outstanding indebtedness. The source of funds for these repayments would be our available cash or cash generated from other sources. However, we cannot assure you that we will have sufficient funds available or that we will be permitted by our other debt instruments to fulfill these obligations. Furthermore, certain change of control events would constitute an event of default under the agreement governing our credit facilities.The change of control put right might not be enforceable.The Chancery Court of Delaware has raised the possibility that a change in control put right occurring as a result of a failure to have “continuing directors” comprising a majority of a board of directors may be unenforceable on public policy grounds.maturity.terminatebe suspended or terminated if the existing notes and the exchange notes are rated investment grade by eitherboth Standard & Poor’s or Moody’sPoor's Ratings Services and no default or event of default has occurred and is continuing.Moody's Investors Service, Inc.will terminate ifand the exchange notes are rated investment grade by eitherboth Standard & Poor’s or Moody’sPoor's Ratings Services and Moody's Investors Service, Inc., provided at such time no default or event of defaultunder the indentures governing the existing notes and the indenture governing the notes has occurred and is continuing. These covenants will not be restored if the notes are later rated below investment grade. These covenants restrict, among other things, our ability to pay distributions on our units,dividends, to incur debtindebtedness and to enter into certain other transactions. TerminationThere can be no assurance that the existing notes and the exchange notes will ever be rated investment grade, or that if they are rated investment grade that they will maintain such ratings. In the case of the 6.00% Notes and the 6.125% Notes and the exchange notes, these covenants will not be restored if such notes are subsequently rated below investment grade. However, suspension or termination of these covenants, as applicable, would allow us to engage in certain transactions that would not be permitted while these covenants were in force. Please read “Description of New Notes—Certain Covenants—Covenant Termination.”We require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control.Our ability to make payments onforce and to refinance our indebtedness, including these notes, and to fund planned capital expenditures depends on our ability to generate cash inany actions taken while the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors thatcovenants governing the 7.75% Notes are beyond our control. We cannot assure you that we will generate sufficient cash flow from operations or that future borrowings will be available to us under our revolving credit facilities or otherwise in an amount sufficient to enable us to pay our indebtedness, including these notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our revolving credit facilities and the notes, on commercially reasonable terms or at all.Your ability to transfer the notes may be limited by the absence of a trading market.There is no organized trading market for the notes. We do not currently intend to apply for listing of the notes on any securities exchange or stock market. Although the initial purchasers informed us, when the old notes were issued, that they intended to make a market in the notes, they are not obligated to do so. In addition, they may discontinue any such market making at any time without notice. The liquidity of any market for the notes will depend on the number of holders of those notes, the interest of securities dealers in making a market in those notes and other factors. Accordingly, we cannot assure you as to the development or liquidity of any market for the notes. Historically, the market for noninvestment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. We cannot assure you that the market, if any, for the notes will be free from similar disruptions. Any such disruption may adversely affect the holders of the notes.Future trading prices of the notes will depend on many factors, including:our subsidiaries’ operating performance and financial condition;our ability to complete the offer to exchange the new notes for the old notes;the interest of the securities dealers in making a market in the notes; andthe market for similar securities.The exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the new notes in the exchange offer. In consideration for issuing the new notes as contemplated by this prospectus, we will receive old notes in a like principal amount. The form and terms of the new notes are substantially identical to the form and terms of the old notes, except the new notes do not include certain transfer restrictions, registration rights or provisions for additional interest. Old notes surrendered in exchange for the new notes will be retired and cancelled and will not be reissued. Accordingly, the issuance of the new notessuspended will not result in any change in our outstanding indebtedness.an event of default if these covenants subsequently become operative. See "Description of Notes—Certain Covenants."RATIO OF EARNINGS TO FIXED CHARGESInergy Midstream, L.P.Contents Fiscal Year Ended September 30, Nine Months
Ended
June 30, 2008 2009 2010 2011 2012 2013 16.70x 6.49x 6.74x 6.16x 9.41x 1.23x Fiscal Year Ended September 30, Six Months
Ended
June 30, 2008 2009 2010 2011 2012 2013 3.6x 4.8x 3.5x 2.5x 2.0x 1.6x We sold the old notes on December 7, 2012 pursuant to the purchase agreement, dated as of November 29, 2012, by and among us, Crestwood Midstream Finance Corp., our subsidiary guarantors and the initial purchasers named therein. The old notes were subsequently offered by the initial purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons pursuant to Regulation S under the Securities Act.sold the old notes in transactions that were exempt from or not subject to the registration requirements under the Securities Act. Accordingly, the old notes are subject to transfer restrictions. In general, you may not offer or sell the old notes unless either they are registered under the Securities Act or the offer or sale is exempt from, or not subject to, registration under the Securities Act and applicable state securities laws.In connection with the sale of the old notes, wehave entered into a registration rights agreement with the initial purchasers of the old notes. In that agreement,in which we agreed, under certain circumstances, to use our commercially reasonable efforts to file an exchange offera registration statement after the closing date following the offering of the old notes. Now,relating to satisfy our obligations under the registration rights agreement, we are offering holders of the old notes who are able to make certain representations described below the opportunityoffers to exchange their oldthe outstanding notes for the newexchange notes in the exchange offer. The exchange offer will be open for a period of at least 20 full business days. Duringand to use our commercially reasonable efforts to consummate the exchange offer period, weno later than March 17, 2016 or, if required, to file a shelf registration statement under certain circumstances to cover resales of the outstanding notes. The exchange notes will exchangehave terms identical in all material respects to the newoutstanding notes, for all old notes properly surrendered and not withdrawn beforeexcept that the expiration date. The newexchange notes will be registered under the Securities Act and thewill not contain terms with respect to transfer restrictions, registration rights and provisions for additional interest relatingfor failure to observe certain obligations in the registration rights agreement.old notes will not applyoriginal level. A copy of the registration rights agreement has been filed as an exhibit to the newregistration statement of which this prospectus is a part. of the staff of the Commission issued to third parties, we believe that newyou may resell or otherwise transfer exchange notes may be offered for resale, resold and otherwise transferred by youissued in the exchange offer without further compliancecomplying with the registration and prospectus delivery provisions of the Securities Act if:“affiliate”affiliate of us or Crestwood Midstream Finance Corp.any guarantor within the meaning of Rule 405 under the Securities Act;such new notes are acquired in the ordinary course of your business; andintendhave an arrangement or understanding with any person to participate in a distribution of the new notes.The staff of the Commission, however, hasexchange notes;considered the exchange offer for the new notesengaged in, the context of a no-action letter, and the staff of the Commission maydo not make a similar determination as in the no-action letters issuedintend to these third parties.If you tender in the exchange offer with the intention of participating in any mannerengage in, a distribution of the newexchange notes; andyou:in the ordinary course of your business.such interpretations by the staffposition of the Commission;SEC contained in the Exxon Capital Holdings Corporation no action letter (available May 13, 1988), as interpreted in the Shearman & Sterling no action letter (available July 2, 1993) anda secondaryany resale transaction.Unless an exemption from registration is otherwise available, any securityholder intending to distribute new notes should be covered by an effective registration statement underof the Securities Act. The registration statement should contain the selling securityholder’s information required by Item 507 of Regulation S-K under the Securities Act.newexchange notes only as specifically describedset forth in this prospectus. If you are a broker-dealer, you may participate in the exchange offerWith regard to broker-dealers, only if youbroker-dealers that acquired the oldoutstanding notes as a result of market-making activities or other trading activities.activities may participate in the exchange offer. Each broker-dealer that receives newexchange notes for its own account in exchange for oldoutstanding notes, where such oldoutstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge by way of the letter of transmittal that it will deliver thisa prospectus in connection with any resale of the newexchange notes. Please read the section captioned “Plan"Plan of Distribution”Distribution" for more details regarding the transfer of newexchange notes.Subject to On the terms and subject to the conditions describedset forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange in the exchange offer any oldoutstanding notes properlythat are validly tendered and not validly withdrawn prior to 12:01 a.m., New York City time, on the expiration date of the exchange offer. We will issue new notes in principal amount equal to the principal amount of old notes surrendered in the exchange offer. Olddate. Outstanding notes may only be tendered only for new notes and only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.of $2,000. We will deliverissue exchange notes in principal amount identical to outstanding notes surrendered in the new notes promptly after the expiration dateexchange offer.offer.notes will be identical in all material respects to the form and terms of the outstanding notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the registration rights agreement to complete the exchange offer, or file, and cause to be effective, a shelf registration statement, if required thereby, within the specified time period. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the indenture that authorized the issuance of the outstanding notes. For a description of the indenture governing the notes, see "Description of Notes."oldoutstanding notes being tendered in the exchange offer.for exchange.$500,000,000 in$700.0 million aggregate principal amount of 6.0% Senior Notes due 2020 representing oldthe outstanding notes areis outstanding. This prospectus isand the letter of transmittal are being sent to DTC, the soleall registered holderholders of the old notes, and to all persons that we can identify as beneficial owners of the oldoutstanding notes. There will be no fixed record date for determining registered holders of oldoutstanding notes entitled to participate in the exchange offer.or the “Exchange Act,”(the "Exchange Act"), and the rules and regulations of the Commission. OldSEC. Outstanding notes whose holders dothat are not tendertendered for exchange in the exchange offer will remain outstanding and continue to accrue interest. These old notesinterest and will be entitled to the rights and benefits such holders have under the indenture relating togoverning the notes and the registration rightsoldoutstanding notes when we have given oral or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the registration rights agreement.agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the newexchange notes from us.us and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offer and to refuse to accept the occurrence of any of the conditions specified below under "—Conditions to the Exchange Offer."oldyour outstanding notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of oldoutstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. PleaseIt is important that you read “—"—Fees and Expenses”Expenses" below for more details regarding fees and expenses incurred in connection with the exchange offer.We will return any old notes that we do not accept for exchange for any reason without expense to their tendering holders promptly after the expiration or termination of the exchange offer.The exchange offer will expire at As used in this prospectus, the term "expiration date" means 12:01 a.m.,00 midnight, New York City time, on , 2013, unless,2016. However, if we, in our sole discretion, extend the period of time for which the exchange offer is open, the term "expiration date" will mean the latest time and date to which we extend it.Extensions, Delays in Acceptance, Termination or AmendmentWe expressly reserve the right, at any time or various times, to To extend the period of time during which the exchange offer is open. We may delay acceptance of any old notes by giving oral or written notice of such extension to their holders at any time until the exchange offer expires or terminates. During any such extensions, all old notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange.To extend the exchange offer,open, we will notify the exchange agent orally or in writing of any extension. We will notifyextension by written notice, followed by notification by press release or other public announcement to the registered holders of oldthe outstanding notes of the extension via a press release issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.If any of the conditions described below under “—Conditions to the Exchange Offer” have not been satisfied, we We reserve the right, in our sole discretiondiscretion:“—"—Conditions to the Exchange Offer”Offer" have not been satisfied, to delay accepting any old notes or to terminate the exchange offer and not accept any notes for exchange, orto terminate the exchange offer, oral or written notice of such delay, extension or termination to the exchange agent. Subjectagent; and we also reserve the right to amend the terms of the exchange offer in any manner. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period, if necessary, so that at least five business days remain in such offer period following notice of the material change. such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders of the oldoutstanding notes. Any notice relating to the extension of the exchange offer will disclose the number of securities tendered as of the date of the notice, as required by Rule 14e-1(d) under the Exchange Act. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose suchthe amendment by means ofin a prospectus supplement. The prospectus supplement will be distributedmanner reasonably calculated to inform the holders of the old notes. Depending upon the significanceoutstanding notes of the amendment and the manner of disclosure to holders, we will extend the exchange offer if it would otherwise expire during such period. If an amendment constitutes a material change to the exchange offer, including the waiver of a material condition, we will extend the exchange offer, if necessary, to remain open for at least five business days after the date of thethat amendment. In the event of any increase or decrease in the consideration we are offering for the old notes or in the percentage of old notes being sought by us, we will extend the exchange offer to remain open for at least 10 business days after the date we provide notice of such increase or decrease to the registered holders of old notes.If we delay accepting any old notes or terminate the exchange offer, we will promptly pay the consideration offered, or return any old notes deposited, pursuant to the exchange offer as required by Rule 14e-1(c).We Despite any other term of the exchange offer, we will not be required to accept for exchange, or to issue exchange any new notes in exchange for, any oldoutstanding notes and we may terminate or amend theof old notes, would violateviolates any applicable law or any applicable interpretation of the staff of the Commission. Similarly, we may terminateSEC; oras providedthat, in this prospectus before expiration ofour judgment, would reasonably be expected to impair our ability to proceed with the offer in the event of such a potential violation.exchange offer.We In addition, we will not be obligated to accept for exchange the oldoutstanding notes of any holder that has not made to us us:“—"—Purpose and Effect of the Exchange Offer," "—Procedures for Tendering”Tendering Outstanding Notes" and “Plan"Plan of Distribution” and suchDistribution"; orCommissionSEC rules, regulations or interpretations to allowmake available to us to use an appropriate form to registerfor registration of the newexchange notes under the Securities Act.Additionally, We expressly reserve the right at any time or at various times to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any outstanding notes by giving written notice of such extension to their holders. We will return any outstanding notes that we do not accept for exchange any old notes tendered, and will not issue new notes in exchange for any such old notes, if at such time any stop order has been threatenedreason without expense to their tendering holder promptly after the expiration or is in effect with respect totermination of the exchange offer registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.offer.and to reject for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions toof the exchange offer specified above. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the oldoutstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.time or at various times prior to the expiration date of the exchange offer in our sole discretion. If we waive a condition for one participant in the exchange offer, such condition will be deemed to have been waived for all participants in the exchange offer. If we fail at any time to exercise any of thesethe foregoing rights, this failure will not mean that we have waived our rights.constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration date.exchange offer.indenture governing the notes under the Trust Indenture Act of 1939, as amended.participatetender your outstanding notes in the exchange offer, you must properly tender your old notescomply with either of the following:asat the address set forth below under "—Exchange Agent" prior to the expiration date; orwill only issue new notes in exchange for old notesrecommend that instead of delivery by mail, you timely anduse an overnight or hand delivery service, properly tender. Therefore,insured. In all cases, you should allow sufficient time to ensureassure timely delivery of the old notes, and you should follow carefully the instructions on how to tender your old notes. It is your responsibility to properly tender your old notes. We have the right to waive any defects. However, we are not required to waive defects, and neither we nor the exchange agent is requiredbefore the expiration date. You should not send letters of transmittal or certificates representing outstanding notes to notify you of any defects inus. You may request that your tender.broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.have any questions or need help in exchanging your oldare a beneficial owner whose outstanding notes please call the exchange agent whose address and phone number are described in the letter of transmittal included as Annex A to this prospectus.All of the old notes were issued in book-entry form, and all of the old notes are currently represented by global certificates registered in the name of Cede & Co.,a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes, you should promptly contact the nomineeregistered holder and instruct the registered holder to tender on your behalf. If you wish to tender the outstanding notes yourself, you must, prior to completing and executing the letter of DTC. We have confirmed with DTC thattransmittal and delivering your outstanding notes, either:oldoutstanding notes in your name; ortendered using ATOP.must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulating Authority, a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:will establish an account withand DTC for purposeshave confirmed that any financial institution that is a participant in DTC's system may use DTC's Automated Tender Offer Program to tender outstanding notes. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange offer promptly after the commencement of the exchange offer, and DTC participants mayagent, electronically transmit their acceptance of the exchange offer by causing DTC to transfer their oldthe outstanding notes to the exchange agent using the ATOP procedures. In connectionin accordance with the transfer,DTC's Automated Tender Offer Program procedures for transfer. DTC will then send an “agent’s message”agent's message to the exchange agent. The agent’sterm "agent's message" means a message will state that transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:instructionsan express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;to tender old noteshas received and that the participant agrees to be bound by the terms of the letter of transmittal.transmittal, or in the case of an agent's message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; andBy usingAcceptance of Exchange NotesATOP procedures toexpiration date only after the exchange oldagent timely receives:you will not be required to deliveror a timely book-entry confirmation of such outstanding notes into the exchange agent's account at the book-entry transfer facility; andagent. However,offer, you will be bound by its terms just as if represent to us that, among other things:had signed it.There is no procedure for guaranteed late deliveryare not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act;old notes.exchange notes; andEach In addition, each broker-dealer that receives newis to receive exchange notes for its own account in exchange for oldoutstanding notes wheremust represent that such oldoutstanding notes were acquired by suchthat broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of such newthe exchange notes. Please read “PlanSee "Plan of Distribution.”"Determinations in the Exchange Offer. We will determine in our sole discretioninterpret the terms and conditions of the exchange offer, including the letter of transmittal and the instructions to the letter of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt and acceptance of outstanding notes tendered old notes and withdrawal of tendered old notes.for exchange. Our determinationdeterminations in this regard will be final and binding on all parties. We reserve the absolute right to reject any oldand all tenders of any particular outstanding notes not properly tendered or to not accept any oldparticular outstanding notes if the acceptance might, in our acceptance of which would, in the opinion ofor our counsel,counsel's judgment, be unlawful. We also reserve the absolute right to waive any defect,defects or irregularities or conditions of tender as to any particular oldoutstanding notes prior to the expiration date.notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, allany defects or irregularities in connection with tenders of oldoutstanding notes for exchange must be cured within such reasonable period of time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neitherNeither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of them incur any liability for any failure to give such notification. Tenders of old notes will not be deemed made until such defects or irregularities have been cured or waived. Any oldoutstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly uponafter the expiration or terminationdate.When We Will Issue New Notes. In all cases, we will issue new notes for old notes Any financial institution that we have accepted for exchangeis a participant in the exchange offer only afterbook-entry transfer facility's system may make book-entry delivery of the exchange agent receives, prioroutstanding notes by causing the book-entry transfer facility to 12:01 a.m., New York City time, on the expiration date:a book-entry confirmation of such oldtransfer those outstanding notes into the exchange agent’sagent's account at DTC;the facility in accordance with the facility's procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, a "book-entry confirmation," prior to the expiration date. In addition, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent's account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees andproperlybook-entry transfer, must, in any case, be delivered or transmitted agent’s message.Returnto and received by the exchange agent at its address set forth on the cover page of Old Notes Not Accepted or Exchanged. If we do not accept any tendered oldthe letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange or if oldagent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.submitted for a greater principal amount than the holder desiresunable to exchange, the unaccepted or non-exchanged old notes will be returned without expense to their tendering holder. Such non-exchanged old notes will be credited to an account maintained with DTC. These actions will occur promptly upon the expiration or terminationdeliver confirmation of the book-entry tender of their outstanding notes into the exchange offer.Your Representations to Us. By agreeing to be boundagent's account at the book-entry transfer facility or all other documents required by the letter of transmittal you will represent to us that, among other things:the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.newother required documents to the exchange agent or comply with the procedures under DTC's Automatic Tender Offer Program in the case of outstanding notes, prior to the expiration date, you may still tender if:you receive(1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be acquireddeposited by the eligible guarantor institution with the exchange agent; andthe ordinary courseproper form for transfer or a book-entry confirmation of your business;you have not engaged in and have no intent to engage in (nor have you entered into any arrangement or understanding with any person or entity to participate in) a distributiontransfer of the newoutstanding notes in violationinto the exchange agent's account at DTC and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the provisionsexpiration date.the Securities Act;you are not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of us, Finance Corp. or the guarantors; andare a broker-dealer that will receive newwish to tender your outstanding notes for your own account in exchange for old notes that were acquired as a result of market-making or other trading activities, then you will deliver a prospectus (or,according to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of the new notes.guaranteed delivery procedures.01 a.m.,00 midnight, New York City time, on the expiration date of the exchange offer.date.effective effective:ATOP procedures.procedures of DTC's Automated Tender Offer Program system.DTCthe book-entry transfer facility to be credited with the withdrawn oldoutstanding notes and otherwise comply with the ATOP procedures.andincluding time of receipt of a noticenotices of withdrawal. Ourwithdrawal, and our determination shallwill be final and binding on all parties. We will deem any oldAny outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer.oldoutstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account maintained with DTC forat the old notes. This return or crediting will take placebook-entry transfer facility, promptly uponafter withdrawal, rejection of tender expiration or termination of the exchange offer. YouProperly withdrawn outstanding notes may retender properly withdrawn old notesbe retendered by following the procedures described under “—"—Procedures for Tendering”Tendering Outstanding Notes" above at any time on or prior to the expiration datedate.By Registered or Certified Mail: By Regular Mail or Overnight Courier: By Hand Delivery:
U.S. BANK NATIONAL ASSOCIATION
60 Livingston Avenue
EP-MN-WS3C
St. Paul, MN 55107-1419
Attention: Specialized Finance
U.S. BANK NATIONAL ASSOCIATION
60 Livingston Avenue
EP-MN-WS3C
St. Paul, MN 55107-1419
Attention: Specialized Finance
U.S. BANK NATIONAL ASSOCIATION
60 Livingston Avenue
EP-MN-WS3C
St. Paul, MN 55107-1419
Attention: Specialized Finance
By Facsimile Transmission
(eligible institutions only):
(651) 466-7430
For Information or Confirmation by
Telephone:
1 (800) 934-6802offer.bearpay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitation by telephoneoutstanding notes and for handling or in person by our officers and regular employees and those of our affiliates.tendering for such clients.make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.We will pay the cash expenses to be incurred in connection with the exchange offer. They include:Commission registration fees;fees and expenses of the exchange agent and trustee;accounting and legal fees and printing costs; andrelated fees and expenses.We will pay all transfer taxes, if any, applicable to the exchange of old notes in the exchange offer. Each tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holderfee or commission to any broker, dealer, nominee or other person, if a transfer tax is imposed for any reason other than the exchange agent, for soliciting tenders of oldoutstanding notes inpursuant to the exchange offer.Consequences of Failure to ExchangeAccounting TreatmentIf you do not exchange your old notes for new notes in the exchange offer, the old notes you hold will remain outstanding and continue to accrue interest, but will continue to be subject to the existing restrictions on transfer. In general, you may not offer or sell the old notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not intend to register old notes under the Securities Act unless the registration rights agreement requires us to do so.newexchange notes in our accounting records at the same carrying value as the old notes. This carrying valueoutstanding notes, which is the aggregate principal amount of the old notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will record the expenses of the exchange offer as incurred.exchange offer, other than the recognitionprivate offering of the feesoutstanding notes.expensesapplicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the offering as statedoutstanding notes under “—Fees and Expenses.”the Securities Act.Participation Participating in the exchange offer is voluntary, and you should carefully consider carefully whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.oldoutstanding notes in open market or privately negotiated transactions, through subsequent exchange offersoffer or otherwise. We have no present plans to acquire any oldoutstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered oldoutstanding notes.DESCRIPTION OF NEW NOTES
Ratio of Earnings to Fixed Charges Year Ended December 31, 2015 2014 2013 2012 2011 — (2) — (2) — (2) 2.0x 2.5x are offeringwill not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange up to $500,000,000 aggregateoffer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of our new 6.0% Senior Notes due 2020,outstanding notes, the terms of which have beenare identical in all material respects to the exchange notes, except that the exchange notes will be registered under the Securities Act referredand will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreement. The outstanding notes surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any change in our capitalization.prospectus asdescription under the “new notes,” forsubheading "—Certain Definitions." In this description, the terms (i) "Company," "we" and "our" refer only to Crestwood Midstream Partners LP and not to any of its Subsidiaries, (ii) the term "Co-Issuer" refers only to Crestwood Midstream Finance Corp. and all(iii) the term "Issuers" refers to both the Company and the Co-Issuer.our outstanding unregistered 6.0%6.25% Senior Notes due 2020, referred to in this prospectus as the “old notes.” We issued the old notes on December 7, 2012 in a transaction not requiring registration under the Securities Act. We are offering you new notes in exchange for old notes in order to satisfy our registration obligations from that previous transaction. The new notes will be treated as a single class with any old notes that remain outstanding after the completion of the exchange offer. The old notes and the new notes are collectively referred to in this prospectus as the “notes.” The new notes will be issued, and the old notes are outstanding,2023 (the "notes") under an indenture, dated as of December 7, 2012,March 23, 2015 (the "indenture"), among Inergy Midstream, L.P. (now known as “Crestwood Midstream Partners LP”)the Issuers, the Guarantors and NRGM Finance Corp. (now known as “Crestwood Midstream Finance Corp.”), as issuers, the Subsidiary Guarantors (as defined below) party thereto and U.S. Bank National Association, as trustee as supplemented and amended. You can find the definition of various terms used in this Description of New Notes under “—Certain Definitions” below.(the "trustee"), subject to contingent registration rights.This Description of New Notes The following description is intended to be a useful overviewsummary of the material provisions of the notes,indenture. It does not restate that agreement in its entirety. We urge you to read the guaranteesindenture because it, and not this description, will define your rights as holders of exchange notes. Copies of the indenture. Since this Description of New Notes is onlyindenture are available as set forth below under "—Additional Information." For a summary you should refer toof the indenture, including the two supplemental indentures thereto, eachmaterial provisions of which is filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of our obligations and your rights.Inrights agreement, see "Registration Rights; Special Interest." Certain defined terms used in this description but not defined below under "—Certain Definitions" have the term “Company,” “us,” “our” or “we” refers onlymeanings assigned to Crestwood Midstream Partners LP (formerly Inergy Midstream, L.P.) and not to anythem in the indenture.its subsidiaries,a note will be treated as the term “Finance Corp.” refers to Crestwood Midstream Finance Corp. (formerly NRGM Finance Corp.) and the term “Issuers” refers to the Company and Finance Corp.If the exchange offer is consummated, Holdersowner of old notes who do not exchange their old notes for new notes will vote together with the Holders of the new notesit for all relevant purposespurposes. Only registered holders will have rights under the indenture. In that regard, the indenture requires that certain actions by the Holders under the indenture (including acceleration after an Event of Default) must be taken, and certain rights must be exercised, by Holders of specified minimum percentages of the aggregate principal amount of all outstanding notes issued under the indenture. In determining whether Holders of the requisite percentage in aggregate principal amount of notes have given any notice, consent or waiver or taken any other action permitted under the indenture, any old notes that remain outstanding after the exchange offer will be aggregated with the new notes, and the Holders of these old notes and new notes will vote together as a single series for all such purposes. Accordingly, all references in this Description of New Notes to specified percentages in aggregate principal amount of the outstanding notes mean, at any time after the exchange offer for the old notes is consummated, such percentage in aggregate principal amount of such old notes and the new notes then outstanding.SubsidiaryNote Guarantees. The notes:are are non-recourse to our general partner;are equalSenior Debt (as defined below) of eitherunsecured senior liabilities of the Issuers, including the Existing Notes; andare fully and Guarantors on a senior unsecured basis.The Subsidiary Guarantees. Currently, However, the notes are fullyeffectively subordinated to all borrowings under the Revolving Credit Facility, which is secured by substantially all of the assets of the Company and its Restricted Subsidiaries, to the extent of the value of the assets securing the Revolving Credit Facility. See "Risk Factors—Risks Related to the Notes—The notes and the guarantees will be unsecured and effectively subordinated to the rights of our secured indebtedness and structurally subordinated to the indebtedness of any future non-guarantor subsidiaries."Company’s existing domestic subsidiaries (other than Finance Corp.).EachCompany's Subsidiaries that guarantee the Existing Notes and the Revolving Credit Facility.is thethat Guarantor; andis equalSenior Debtunsecured senior liabilities of that Guarantor, including guarantees of the Existing Notes; andThe indenture permits us As of the Issue Date, all of the Company's Subsidiaries were Restricted Subsidiaries, except for: (1) Tres Palacios Holdings LLC, (2) Tres Palacios Gas Storage LLC, (3) Tres Palacios Midstream, LLC, (4) Crestwood Niobrara LLC, (5) Jackalope Gas Gathering Services, L.L.C. and the Guarantors to incur additional Indebtedness, including additional Senior Debt.All of our existing subsidiaries have fully and unconditionally guaranteed the notes. However, under(6) Powder River Basin Industrial Complex, LLC. Under the circumstances described below under the subheading “—Certain Covenants—Additional Subsidiary Guarantees,” in the future one or more of our newly created or acquired subsidiaries may not guarantee the notes.In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor subsidiaries, the non-guarantor subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us.Currently, all of our Subsidiaries are “Restricted Subsidiaries.” However, under the circumstances described below under the subheading “—"—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,”" we will beare permitted to designate certain of our other Subsidiaries as “UnrestrictedUnrestricted Subsidiaries.” Our Unrestricted Subsidiaries willare not be subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries willdo not guarantee the notes.notes, and if we designate any Material Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the indenture, the Guarantee of such Subsidiary will be released.The On March 23, 2015, the Issuers issued the old notes with an initial maximum$700.0 million in aggregate principal amount of $500.0 million. In addition to the new notes offered hereby and the old notes, theeligible for exchange in this exchange offer. The Issuers may issue additional notes under the indenture from time to time after this offering, provided that the additional notes are fungible with the initial notes for U.S. federal income tax purposes so that suchexchange offer. Any issuance of additional notes will trade as partbe subject to all of a single class with the initial notes. Any offering of additional notes is subject tocovenants in the indenture, including the covenant described below under the caption “—"—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” Any oldEquity." The notes remaining outstanding after the completion of the exchange offer and any additional notes subsequently issued under the indenture together with all new notes, will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Issuers maywill issue exchange notes only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.of $2,000. The notes will mature on December 15, 2020.April 1, 2023.6.0%6.25% per annum and is payable semi-annually in arrears on June 15April 1 and December 15, commencing on June 15, 2013.October 1. The Issuers will make each interest payment to the Holdersholders of record on the immediately preceding June 1March 15 and December 1.September 15.In the case of the new notes, all interest accrued Interest on the old notes accrues from the original issuemost recent date December 7, 2012, will be treated as having accrued on the new notes that are issued in exchange for the old notes.to which interest has been paid. Interest will beis computed on the basis of a 360-day year comprised of twelve 30-day months.Holderholder of notes has given wire transfer instructions to the Issuers, the Issuers will pay all principal, interest and premium and Additional Interest, if any, on that Holder’sholder's notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless the Issuers elect to make interest payments by check mailed to the Holdersnoteholders at their addressesaddress set forth in the register of Holders.Initially, the The trustee is actingwill initially act as paying agent and registrar. The Issuers may change the paying agent or registrar without prior notice to the Holdersholders of the notes, and the CompanyIssuers or any of itsthe Company's Subsidiaries may act as paying agent or registrar.Holderholder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the trustee may require a Holderholder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. No service charge will be imposed by the Issuers, the trustee or the registrar for any registration of transfer or exchange of notes, but Holders will be required to pay all taxes due on transfer. The Issuers are not required to transfer or exchange any note selected for redemption. Also, the Issuers are not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.Subsidiary GuaranteesHolding Company Structure; the Co-IssuerAll The Company's business activities are conducted through its Subsidiaries. The Company has no material operations of our domesticits own and only limited assets. Accordingly, the Company is dependent upon the distributions of the earnings of its Subsidiaries, excluding Finance Corp., have guaranteedwhether in the old notesform of dividends, advances or payments on account of intercompany obligations, to service its debt obligations. The Co-Issuer is a senior unsecured basis, and they will guarantee the new notes on the same basis. In the future, theWholly Owned Restricted SubsidiariesSubsidiary of the Company will be required to guaranteethat was created for the purpose of facilitating the issuance and sale of our Existing Notes. The Company believes that certain prospective purchasers of the notes undermay be restricted in their ability to purchase debt securities of partnerships, such as the circumstances described under “—Certain Covenants—Additional Subsidiary Guarantees.” These SubsidiaryCompany, unless such debt securities are jointly issued by a corporation. The Co-Issuer does not have any substantial operations or assets and does not have any revenues. As a result, prospective purchasers of the notes should not expect the Co-Issuer to participate in servicing the interest and principal obligations on the notes. full and unconditional, joint and several obligations of the Guarantors. The obligations of each Guarantor under its SubsidiaryNote Guarantee will beare unconditional but are limited as necessary to prevent that SubsidiaryNote Guarantee from constituting a fraudulent conveyance under applicable law, although this limitation may not be sufficient to prevent the Subsidiary Guarantees from being voided in bankruptcy. Please read “Risklaw. See "Risk Factors—Risks Related to the Notes—TheA subsidiary guaranteesguarantee could be deemedvoided if it constitutes a fraudulent conveyancestransfer under certain circumstances, and a court may tryU.S. bankruptcy or similar state law, which would prevent the holders of the notes from relying on that subsidiary to subordinate or void the subsidiary guarantees.”satisfy claims." properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company, the Co-Issuer or another Guarantor, unless:(1)immediately after giving effect to such Event of Default exists; and(2)either:(a) the Person acquiring the properties or assetsproperty in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under the indenture, its Note Guarantee and the registration rights agreement pursuant to a supplemental indenture substantially in form reasonably satisfactory to the form specified in trustee; orindenture, under the notes, the indenture and its Subsidiary Guarantee on terms set forth therein; or(b)Net Proceeds of such sale or other disposition does not violateare applied in accordance with the “Asset Sale”applicable provisions of the indenture.SubsidiaryNote Guarantee of a Guarantor will be released:(1) or other disposition or transfer of all or substantially all of the properties or assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture;(2)in connection with any sale or other disposition of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture, and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;(3)if the Company designates that Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;(4)upon Legal Defeasance or Covenant Defeasance as described below under the caption “—Legal Defeasance and Covenant Defeasance” or upon satisfaction and discharge of the indenture as described below under the caption “—Satisfaction and Discharge”;(5)at such time as that Guarantor ceases to guarantee any other Indebtedness of either of the Issuers or another Guarantor, provided that it is then no longer an obligor with respect to any Indebtedness under anyPlease read “—Repurchase at the Optionassets of Holders—Asset Sales.”At any time prior to December 15, 2015, the Issuers may on On any one or more occasions prior to April 1, 2018, the Issuers may redeem up to 35% of the aggregate principal amount of notes issued under the indenture (including any additional notes issued after the Issue Date), upon prior notice as provided in the indenture, at a redemption price of 106.0%equal to 106.250% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, on the notes redeemed to, but not including, the redemption date (subject to the right of Holders of recordholders on the relevant record date to receive interest due on anthe relevant interest payment date that is on or prior to the redemption date), but in an aggregate principal amount not greater than the net cash proceeds of one or more Equity OfferingsOfferings; provided that:Company, provided that:Issuers and the Company's Subsidiaries) remains outstanding immediately after the occurrence of such redemption (unless all of such notes are redeemed); and(1)at least 65% of the aggregate principal amount of notes issued under the indenture remains outstanding immediately after the occurrence of such redemption (excluding notes held by the Company and its Subsidiaries); and(2)the redemption occurs within 150 days of the date of the closing of such Equity Offering.andany one or more occasions on or after December 15, 2016,April 1, 2018, the Issuers may redeem all or a part of the notes upon prior notice as provided in the indenture, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the notes redeemed, to, but not including, the applicable redemption date, if redeemed during the 12-month period beginning on April 1 of the years indicated below (subject to the rightrights of Holdersholders of recordnotes on the relevant record date to receive interest due on anthe relevant interest payment date that is on or prior todate): Percentage 104.688 % 103.125 % 101.563 % 100.000 % date), if redeemed duringprice, interest will cease to accrue on the twelve-month period beginningnotes or portions thereof called for redemption on December 15 of the years indicated below:applicable redemption date. Percentages 103.000 % 101.500 % 100.000 % Prior to December 15, 2016, the Issuers may onOn any one or more occasions prior to April 1, 2018, the Issuers may also redeem all or a part of the notes, upon prior notice as provided in the indenture, at a redemption price equal to 100% of the sum of:(1)theaggregate principal amount thereof plus(2)the Make Whole Premium at the redemption date,rightrights of Holders of recordholders on the relevant record date to receive interest due on anthe relevant interest payment date that is on or priordate).redemption date).Selectionpreceding paragraphs and NoticeIf less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption as follows:(1)if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or(2)if the notes are not listed on any national securities exchange, on a pro rata basis (or, in the case of global notes, the notes represented thereby will be selected in accordance with DTC’s prescribed method).No notes of $2,000 or less can be redeemed in part. Notices of optional redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address, except that optional redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional, except that any redemption described in the first paragraph under “—Optional Redemption” may, at the Issuers’ discretion, be subject to completion of the related Equity Offering.If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the Holder of notes upon cancellation of the original note. Notes called for redemption without a condition precedent become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.Except as set forth below under “—"—Repurchase at the Option of Holders,” neitherHolders—Change of Control," the notes will not be redeemable at the Issuers' option prior to April 1, 2018. The Issuers iswill not, however, be prohibited from acquiring the notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise.notes or to repurchase the notes at the option of the Holders.notes.Holderholder of notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)of $2,000) of that Holder’sholder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to at least 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the notes repurchased to, but not including, the date of settlement (the “Change of Control Settlement Date”), subjectpurchase (subject to the rightrights of Holdersholders of recordnotes on the relevant record date to receive interest due on anthe relevant interest payment date that is on or prior to the Change of Control Settlement Date.date). Within 30 days following any Change of Control, the Company will mail agive notice to each Holder and the trusteeholder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control SettlementPayment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed,given, pursuant to the procedures required by the indenture and described in such notice.notice;provided that a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.itstheir obligations under the Change of Control provisions of the indenture by virtue of such conflict.compliance. or before the Change of Control SettlementPayment Date, the Company will, to the extent lawful lawful:Offer. Promptly thereafter onOffer and not properly withdrawn;Settlement Date, the Company will:Payment in respect of all notes or portions of notes accepted for payment.(1)deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and(2)deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Company.On the Change of Control Settlement Date, the The paying agent will mailpromptly deliver to each Holderholder of notes properly tendered the Change of Control Payment for such notes, (or, if all the notes are then in global form, make such payment through the facilities of DTC), and the trustee will promptly authenticate and maildeliver (or cause to be transferred by book entry) to each Holderholder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any;provided that each new note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date.$2,000.The Credit Agreement provides that certain change of control events with respect to the Company and the General Partner would constitute a default or require repayment of the Senior Debt outstanding thereunder. Any future credit agreements or other agreements relating to Senior Debt to which the Company or any Guarantor becomes a party may contain similar restrictions and provisions. The indenture provides that, prior to complying with any of the provisions of this “Change of Control” covenant, but in any event no later than the Change of Control Settlement Date, the Company or any Guarantor must either repay all of its other outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing such Senior Debt to permit the repurchase of notes required by this covenant.Holdersholders of the notes to require that the Company repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.timetimes and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Company and purchases all notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption of all outstanding notes has been given pursuant to the indenture as described above under “—"—Optional Redemption,”" unless and until there is a default in payment of the applicable redemption price.A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of the Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.“all"all or substantially all”all" of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially"substantially all,”" there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holderholder of notes to require the CompanyIssuers to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the properties or assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.In The provisions under the event that Holdersindenture relating to the Company's obligation to make an offer to repurchase the notes as a result of not less than 90%a Change of Control may be waived or modified or terminated with the written consent of the aggregateholders of a majority in principal amount of the notes then outstanding notes accept(including consents obtained in connection with a Change of Control Offer andtender offer or exchange offer for the Company (or the third party making the Change of Control Offer in lieu of the Company) purchases all of the notes held by such Holders, the Issuers will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in theChange of Control Payment, accrued and unpaid interest on the notes that remain outstanding, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on ornotes) prior to the redemption date).occurrence of such Change of Control.(1)the Company (or a Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and(2)at least 75% of the aggregate consideration received by the Company and its Restricted Subsidiaries in the Asset Sale and all other Asset Sales since the date of the indenture is in the form of cash. For purposes of this provision, each of the following will be deemed to be cash:(a)any liabilities, as shown on the Company’s or any Restricted Subsidiary’s most recent balance sheet, of the Company or such Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a novation agreement that releases the Company or such Subsidiary from further liability; and(b)any securities, notes or other obligations received by the Company or any Restricted Subsidiary from such transferee that are, within 90 days after the Asset Sale, converted by the Company or such Subsidiary into cash, to the extent of the cash received in that conversion.360365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may may:thosesuch Net Proceeds, at its option option:combinationIndebtedness that was secured by the assets sold in such Asset Sale, other Indebtedness that ispari passu with the notes (provided, that in the case of this clause (y), the Issuers shall also equally and ratably reduce Indebtedness under the notes by making an Asset Sale Offer to all holders of notes at a price payable in cash equal to 100% of the following:principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to, but excluding, the date of purchase, prepayment or redemption, subject to rights of holders of notes on the relevant record date to receive interest due on the relevant payment date), or Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor, in each case other than Indebtedness owed to the Company or an Affiliate of the Company; or(1)to repay, redeem or otherwise retire Senior Debt, including the notes;(2)to acquire all or substantially all of the properties or assets of a Person primarily engaged in a Permitted Business;(3)to acquire a majority of the Voting Stock of a Person primarily engaged in a Permitted Business;(4)to make capital expenditures; or(5)to acquire other long-term assets that are used or useful in a Permitted Business.suchof its Restricted SubsidiarySubsidiaries may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.precedingsecond paragraph of this covenant will constitute “Excess"Excess Proceeds.”On the 361st day after the Asset Sale (or," If at the Company’s option, any earlier date), iftime the aggregate amount of Excess Proceeds then exceeds $25.0 million, or on any earlier date if the Company so elects, the Company will make an Asset Sale Offer to all Holdersholders of notes and all holders of other Indebtedness that ispari passu with the notes (including the Existing Notes) containing provisions similar to those set forth in the indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem the maximum principal amount of notes and such otherpari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to, but excluding, the date of settlement,purchase, prepayment or redemption, subject to the rightrights of Holdersholders of recordnotes on the relevant record date to receive interest due on anthe relevant interest payment date, that is on or prior to the date of settlement, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary of the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and such otherpari passu Indebtedness tendered into (or required to be purchased, prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such otherpari passu Indebtedness to be purchased on apro rata basis. basis, based on the amounts tendered or required to be purchased, prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.conflict.compliance.Certain CovenantsTable of Contents(1)declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or payable to the Company or a Restricted Subsidiary of the Company);(2)purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;(3)make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the notes or the Subsidiary Guarantees, except a payment of interest or principal at the Stated Maturity thereof; or(4)make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),Default)Failure) or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment and either:(1)if the Fixed Charge Coverage Ratio for the Company’s (excluding Restricted Payments permitted by clauses (2), (3), (4) and (5) of the next succeeding paragraph) with respect to the quarter for which such Restricted Payment is made, is less than the sum, without duplication, of:(a)Available Cash from Operating Surplus with respect to the Company’s preceding fiscal quarter, plus(b)100% of the aggregate net cash proceeds received by the Company (including the fair market value of any Permitted Business or long-term assets that are used or useful in a Permitted Business to the extent acquired in consideration of Equity Interests of the Company (other than Disqualified Stock)) after the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the Company), plus(c)to the extent that any Restricted Investment that was made after the date of the indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment, plus(d)the net reduction in Restricted Investments resulting from dividends, repayments of loans or advances, or other transfers of assets in each case to the Company or any of its Restricted Subsidiaries from any Person (including, without limitation, Unrestricted Subsidiaries) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, to the extent such amounts have not been included in Available Cash from Operating Surplus for any period commencing on or after the date of the indenture (items (b), (c) and (d) being referred to as “Incremental Funds”), minus(e)the aggregate amount of Incremental Funds previously expended pursuant to this clause (1) and clause (2) below; or(2)if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available at the time of such Restricted Payment is less than 1.75 to 1.00, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2), (3), (4) and (5) of the next succeeding paragraph) with respect to the quarter for which such Restricted Payment is made (such Restricted Payments for purposes of this clause (2) meaning only distributions on limited partnership interests of the Company, plus the related distribution on the general partner interest and any distributions made with respect to incentive distribution rights), is less than the sum, without duplication, of:(a)$150.0 million less the aggregate amount of all prior Restricted Payments made by the Company and its Restricted Subsidiaries pursuant to this clause (2)(a) since the date of the indenture, plus(b)Incremental Funds to the extent not previously expended pursuant to this clause (2) or clause (1) above.So long as no Default (except a Reporting Default) or Event of Default has occurred and is continuing or would be caused thereby (except with respect to the quarter for which such Restricted Payment is made (excluding Restricted Payments permitted by clauses (2) through (17) of the next succeeding paragraph), is less than the sum, without duplication, of:below underabove and clause (2) below; orpaymentnext succeeding paragraph), is less than the sum, without duplication, of:a distributionall prior Restricted Payments made by the Company and its Restricted Subsidiaries pursuant to this clause (2)(a) since April 1, 2011; plusdividend is permitted), theclause (1) above.(1)the payment of any dividend or distribution within 60 days after the date of its declaration, if at the date of declaration the payment would have complied with the provisions of the indenture;(2)the purchase, redemption, defeasance or other acquisition or retirement for value of any subordinated Indebtedness of the Company or any Guarantor or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially concurrent (a) contribution (other than from a Restricted Subsidiary of the Company) to the equity capital of the Company or (b) sale (other than to a Restricted Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock), with a sale being deemed substantially concurrent if such purchase, redemption, defeasance or other acquisition or retirement for value occurs not more than 120 days after such sale; provided, however, that the amount of any such net cash proceeds that are utilized for any such purchase, redemption, defeasance or other acquisition or retirement for value will be excluded or deducted from the calculation of Available Cash from Operating Surplus and Incremental Funds;(3)the purchase, redemption, defeasance or other acquisition or retirement for value of subordinated Indebtedness of the Company or any Guarantor with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness;(4)the payment of any dividend or distribution by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis; or(5)the purchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company pursuant to any director or employee equity subscription agreement or equity option agreement or other employee benefit plan or to satisfy obligations under any Equity Interests appreciation rights or option plan or similar arrangement; provided that the aggregate price paid for all such purchased, redeemed, acquired or retired Equity Interests may not exceed $2.0 million in any calendar year, with any portion of such $2.0 million amount that is unused in any calendar year to be carried forward to succeeding calendar years and added to such amount.fair market value,Fair Market Value on the date of the Restricted Payment (or, in the case of a non-cash dividend or distribution, on the Restricted Investment proposed to be made ordate of declaration) of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment, except that the fair market value of any non-cash dividend or distribution paid within 60 days after the date of its declaration shall be determined as of such date. The fair market value of any Restricted Investment, assets or securities that are required to be valued by this covenant will be determined in accordance with the definition of that term.Payment. For purposes of determining compliance with this “Restricted Payments”"Restricted Payments" covenant, (x) in the event that a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in the clauses (1) through (5) of the next preceding paragraph of this covenant,(17) above, or is permitted pursuant to the first paragraph of this covenant, the Company will be permittedentitled to classify (or later classify or reclassify in whole or in part in its sole discretion) such Restricted Payment (or portion thereof) on the date made or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this covenant; and (y)covenant. For the avoidance of doubt, in no event will limited partner interests of the eventCompany issued in kind as a distribution pursuant to the Partnership Agreement be considered to be a Restricted Payment is made pursuant to clause (1) or (2) of the first paragraph of this covenant, the Company will be permitted to classify whether all or any portion thereof is being (and in the absence of such classification shall be deemed to have classified the minimum amount possible as having been) made with Incremental Funds.Payment.StockEquity“incur”"incur") any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any Disqualified Stock, and the Company will not permit any of its Restricted Subsidiaries to issue any preferred securities; equity;provided,however, that the Company and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Co-Issuer or any other Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue other preferred securities,equity, if on the date thereof the Fixed Charge Coverage Ratio for the Company’sCompany's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or othersuch preferred securities areequity is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or otherthe preferred securitiesequity had been issued, as the case may be, at the beginning of such four-quarter period.“Permitted Debt”"Permitted Debt"):securities describedequity incurred pursuant to this clause (16) shall cease to be deemed incurred or outstanding for purposes of this covenant from and after the date on which the Company could have incurred such Indebtedness or Disqualified Stock or preferred equity under the first paragraph of this covenant without reliance upon this clause (16)).clause (11) below:right of payment to any other Indebtedness of the Issuers or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Note Guarantee on substantially identical terms;provided,however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a first or junior priority basis.(1)the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness (including letters of credit) under one or more Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Subsidiaries thereunder) not to exceed the greater of (a) $750.0 million or (b) the sum of $500.0 million and 25.0% of the Company’s Consolidated Net Tangible Assets;(2)the incurrence by the Company or its Restricted Subsidiaries of the Existing Indebtedness;(3)the incurrence by the Company and the Guarantors of Indebtedness represented by (a) the old notes and the related Subsidiary Guarantees and (b) the Exchange Notes (including the new notes) and the related Subsidiary Guarantees issued pursuant to any registration rights agreement;(4)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, provided that after giving effect to any such incurrence, the principal amount of all Indebtedness incurred pursuant to this clause (4) and then outstanding, including all Permitted Refinancing Indebtedness incurred to extend, refinance, renew, replace, defease or refund any Indebtedness incurred pursuant to this clause (4), does not exceed the greater of (a) $50.0 million or (b) 5.0% of the Company’s Consolidated Net Tangible Assets at such time;(5)the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund Indebtedness that was permitted by the indenture to be incurred under the first paragraph of this covenant or clause (2) or (3) of this paragraph or this clause (5);(6)the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that:(a)if the Company is the obligor on such Indebtedness and a Guarantor is not the obligee, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, or if a Guarantor is the obligor on such Indebtedness and neither the Company nor another Guarantor is the obligee, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Subsidiary Guarantee of such Guarantor; and(b)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary of the Company will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);(7)the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations;(8)the incurrence by the Company or any of its Restricted Subsidiaries of Acquired Debt in connection with a merger or consolidation meeting any one of the financial tests set forth in clause (4) under the caption “—Merger, Consolidation or Sale of Assets”;(9)the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or any of its Restricted Subsidiaries that was permitted to be incurred by another provision of this covenant;(10)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of bid, performance, surety and similar bonds issued for the account of the Company and any of its Restricted Subsidiaries in the ordinary course of business, including guarantees and obligations of the Company or any of its Restricted Subsidiaries with respect to letters of credit supporting such obligations (in each case other than an obligation for money borrowed);(11)the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of any preferred securities; provided, however, that:(a)any subsequent issuance or transfer of Equity Interests that results in any such preferred securities being held by a Person other than the Company or a Restricted Subsidiary of the Company; and(b)any sale or other transfer of any such preferred securities to a Person that is not either the Company or a Restricted Subsidiary of the Company shall be deemed, in each case, to constitute an issuance of such preferred securities by such Restricted Subsidiary that was not permitted by this clause (11); and(12)the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount then outstanding, not to exceed the greater of (a) $50.0 million or (b) 5.0% of the Company’s Consolidated Net Tangible Assets.“Incurrence"Incurrence of Indebtedness and Issuance of Preferred Stock”Equity" covenant, in the event that an item of proposed Indebtedness, (including Acquired Debt)Disqualified Stock or preferred equity meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (12)(16) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify (or later classify or reclassify in whole or in part in its sole discretion) such item of Indebtedness, Disqualified Stock or preferred equity on the date of its incurrence and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or preferred equity in one of the above clauses, although the Company may divide and classify an item of Indebtedness, Disqualified Stock or preferred equity in one or more of the types of Indebtedness, Disqualified Stock or preferred equity and may later reclassify all or a portion of such item of Indebtedness, Disqualified Stock or preferred equity, in any manner that complies with this covenant. Any Indebtedness under Credit Facilities outstanding on the date ofon which notes are first issued and authenticated under the indenture shallwill initially be considereddeemed to have been incurred underon such date in reliance on the exception provided by clause (1) of the first paragraphdefinition of this covenant.andthe reclassification of preferred equity as Indebtedness due to a change in accounting principles, the payment of dividends on Disqualified Stock or preferred equity in the form of additional shares or units of the same class of Disqualified Stock or preferred equity and unrealized losses or charges in respect of Hedging Obligations (including those resulting from the application of Accounting Standards Codification ("ASC") 815 (formerly Financial Accounting Standards Board Statement 133))covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued.covenant. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary of the Company may incur pursuant to this covenant will not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. Further, accounting reclassification of any obligation of the Company or any of its Restricted Subsidiaries as Indebtedness will not be deemed an incurrence of Indebtedness for purposeswhere the Indebtedness incurred is denominated in a different currency, the amount of this covenant.such Indebtedness will be the U.S. Dollar Equivalent determined on the date of the establishment of the facility or instrument under which such Indebtedness was incurred;provided,however, that if such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars, covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the U.S. Dollar Equivalent of the Indebtedness refinanced, except to the extent that (i) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the refinancing Indebtedness will be determined in accordance with the preceding sentence, and (ii) the principal amount of the refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the U.S. Dollar Equivalent of such excess, as appropriate, will be determined on the date such refinancing Indebtedness is incurred.cause or suffer to exist or become effective any Lien (the "Initial Lien") of any kind (other than Permitted Liens) securing Indebtedness or Attributable Debt upon any of their property or assets, now owned or hereafter acquired, securing Indebtedness of the Company or the Guarantors unless all payments due under the indenture and the notes or any Subsidiary Guarantee of such Restricted Subsidiary, as applicable, isare secured on at least an equal and ratable basis (or on a senior basis to, in the case of obligations subordinated in right of payment to the notes or such Subsidiary Guarantee, as the case may be) with the obligations so secured until such time as such obligations are no longer secured by a Lien.(other than Permitted Liens).created for the benefit of the holders of the notes pursuant to the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien and any other Liens that would have triggered any Obligations pursuant to this covenant.(1)pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries;(2)make loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any other Restricted Subsidiary to other Indebtedness incurred by the Company or any other Restricted Subsidiary will not be deemed a restriction on the ability to make loans or advances); or(3)transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.(1)agreements as in effect on the date of the indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of the indenture;(2)the indenture, the notes and the Subsidiary Guarantees;(3)applicable law;(4)any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was otherwise permitted by the terms of the indenture to be incurred;(5)customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business and consistent with past practices;(6)Capital Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph;(7)any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;(8)Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;(9)Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;(10)provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;(11)any agreement or instrument relating to any property or assets acquired after the date of the indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;(12)restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;(13)any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by the terms of the indenture to be incurred;(14)with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) the Company determines that any suchencumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the notes, as determined in good faith by the Board of Directors of the General Partner, whose determination shall be conclusive; and(15)any other agreement governing Indebtedness of the Company or any Restricted Subsidiary that is permitted to be incurred by the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock”; provided, however, that such encumbrances or restrictions are not materially more restrictive, taken as a whole, than those contained in the Indenture or the Credit Agreement as it exists on the date of the indenture; and(16)the issuance of preferred securities by a Restricted Subsidiary of the Company or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred securities is permitted pursuant to the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock” and the terms of such preferred securities do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred securities prior to paying any dividends or making any other distributions on such other Capital Stock). Consolidation or Sale of AssetsNeither of the Issuers may, The Company will not, directly or indirectly: (1) consolidate, amalgamate or merge with or into another Person (whether or not such Issuerthe Company is the survivor);surviving entity) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of itsthe Company's properties or assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) in one or more related transactions to another Person;Person, unless:(1)either: such Issuer is the survivor; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation;(2)the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of such Issuer under the notes, the indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee;(3)immediately after such transaction no Default or Event of Default exists;(4)in the case of a transaction involving the Company and not Finance Corp., either:(a)the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four- quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; or(b)immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately before such transaction; and(5)such Issuer has delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with the indenture.Notwithstanding the preceding paragraph, the Company is the surviving entity; or (b) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the notes is a corporation organized or existing under any such laws;reorganize as any other formincur at least $1.00 of entityadditional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in accordance with the following procedures provided that:(1)the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law;(2)the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia;(3)the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the notes, the indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee;(4)immediately after such reorganization no Default or Event of Default exists; and(5)such reorganization is not materially adverse to the Holders or Beneficial Owners of the notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law).Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definitionfirst paragraph of the phrasecovenant described under applicable law. Accordingly, in certain circumstances there may be"—Incurrence of Indebtedness and Issuance of Preferred Equity" or (b) have had a degree of uncertainty asFixed Charge Coverage Ratio for the successor entity and its Restricted Subsidiaries not less than the actual Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to whether a particular transaction would involve “allsuch transaction.all”all of the properties orand assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.“Affiliate Transaction”"Affiliate Transaction"), involving aggregate consideration in excess of $10.0 million, unless:(1)the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and(2)the Company delivers to the trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, a resolution of the Board of Directors of the General Partner set forth in an officers’ certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with the preceding clause (1) of this covenant and has been approved by a majority of the disinterested members of the Board of Directors.(1)any employment, equity award, equity option or equity appreciation agreement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business, and any payments or awards pursuant thereto;(2)transactions between or among any of the Company and its Restricted Subsidiaries;
If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary of the Company, after the Issue Date, then that newly acquired or created Domestic Subsidiary, if such Domestic Subsidiary guarantees any Indebtedness of the Company for borrowed money (other than intercompany debt), will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel who is satisfactory to the trustee within 30 days of the date on which it was acquired or created.(3)transactions with a Person that is an Affiliate of the Company solely because the Company or any of its Restricted Subsidiaries owns an Equity Interest in such Person;(4)transactions permitted by the terms of (a) the Partnership Agreement and the Omnibus Agreement with respect to accounting, treasury, information technology, insurance and other corporate services, general overhead and other administrative matters and (b) any other agreements with NRGY and its subsidiaries that are identified in the indenture, in each case as such agreements are in effect on the date of the indenture, and any amendment or replacement of any of such agreements so long as such amendment or replacement agreement is no less advantageous to the Company in any material respect than the agreement so amended or replaced;(5)customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company, a Restricted Subsidiary of the Company or the General Partner, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance;(6)sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company; and(7)Restricted Payments or Permitted Investments that are permitted by the provisions of the indenture described above under the caption “—Restricted Payments.”General PartnerCompany may designate any Restricted Subsidiary, ofother than the CompanyCo-Issuer, to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market valueFair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly either (a) an Investment made as of the time of the designation thatand will reduce the amount available for Restricted Payments under the first paragraphcovenant described under "—Restricted Payments" or under one or more clauses of the covenant described above under the caption “—Restricted Payments” or (b) adefinition of Permitted Investment,Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary.General PartnerCompany may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.Subsidiary; Subsidiary of the Company;provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1)(x) the Company could incur such Indebtedness is permittedpursuant to the Fixed Charge Coverage Ratio test described under the covenant described above under the caption “—"—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculatedEquity," or (y) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis as iftaking into account such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.Additional Subsidiary GuaranteesRestrictions on Activities of the Co-issuerIf, The Co-Issuer will not hold any Restricted Subsidiarymaterial assets, become liable for any material obligations or engage in any significant business activities;provided that the Co-Issuer may be a co-obligor with respect to Indebtedness if the Company is a primary obligor of such Indebtedness and the net proceeds of such Indebtedness are received by the Company or one or more of the Company's Subsidiaries (other than the Co-Issuer).that is not alreadybecomes a Guarantor guarantees any other Indebtedness of either of the Issuers or any Guarantor, then that Subsidiary will become a Guarantor by executing a supplementalnotes, the indenture and delivering itpermits the Company to satisfy its obligations under this covenant with respect to financial information relating to the trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with the indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph will be released in the circumstances described in clause (5) under “—Subsidiary Guarantees.Sale and Leaseback TransactionsThe Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction; provided, however, that the Company or any of its Restricted Subsidiaries may enter into a Sale and Leaseback Transaction if:(1) the Company or that Restricted subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debtby furnishing financial information relating to such Sale and Leaseback Transaction underparent company;provided that the Fixed Charge Coverage Ratio testsame be accompanied by consolidated information that explains in reasonable detail the first paragraph ofdifferences between the covenant described above underinformation relating to such parent, on the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock” and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption “—Liens”;(2) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the fair market value, as determined in accordance with the definition of that term; and(3) the transfer of assets in that Sale and Leaseback Transaction is permitted by,one hand, and the Company applies the proceeds of such transaction in compliance with, the covenant described above under the caption “—Redemption at the Option of Holders—Asset Sales.”Business ActivitiesThe Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business, except to such extent as would not be materialinformation relating to the Company and its Restricted Subsidiaries taken ason a whole.standalone basis, on the other hand.Finance Corp. may In addition, to the extent not incur Indebtedness unless (1)satisfied by the foregoing, the Company is a co-obligor or guarantor of such Indebtedness or (2) the net proceeds of such Indebtedness are loaned to the Company or another of its Restricted Subsidiaries, used to acquire outstanding debt securities issued by the Company or another of its Restricted Subsidiaries or used to repay Indebtedness of the Company or another of its Restricted Subsidiaries as permitted under the covenant described about under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock.” Finance Corp. may not engage in any business not related directly or indirectly to obtaining money or arranging financingagrees that, for the Company or its Restricted Subsidiaries.ReportsWhether or not required by the Commission, so long as any notes are outstanding, the Company will file with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing), and the Companyit will furnish to the trustee and, upon its prior request, to any of the Holders or Beneficial Owners of notes, within five Business Days of filing, or attempting to file, the same with the Commission:(1)all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and(2)all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion andAnalysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any information or report required by this covenant shall be deemed cured (and the Company shall be deemed to be in compliance with this covenant) upon furnishing or filing such information or report as contemplated by this covenant (but without regard to the date on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under “—Events of Default and Remedies” if principal, premium, if any, and interest have been accelerated in accordance with the terms of the indenture and such acceleration has not been rescinded or cancelled prior to such cure.In addition, the Company and the Guarantors have agreed that, for so long as any notes remain outstanding, they will furnish to the Holders and Beneficial Owners of the notesholders and to securities analysts and prospective investors, in the notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.The availability Notwithstanding the foregoing, the Company will be deemed to have furnished each of the foregoing information on the Commission’s website is deemedreports referred to satisfy the foregoing delivery requirements.Covenant TerminationIf at any time (a) the rating assigned to the notes by either S&P or Moody’s is an Investment Grade Rating, (b) no Default has occurred and is continuing under the indenture and (c) the Issuers have deliveredabove to the trustee an officers’ certificate certifying toand the foregoing provisions of this sentence,holders if the Company and its Restricted Subsidiaries will no longer be subject to the provisionsor any direct or indirect parent of the indenture described above underCompany has filed such reports with the caption “Repurchase atSEC via the Option of Holders—Asset Sales”EDGAR (or any successor) filing system and the following provisions of the indenture described above under the caption “—Certain Covenants”:such reports are publicly available.“—Restricted Payments,”“—Incurrence of Indebtedness and Issuance of Preferred Stock,”“—Dividend and Other Payment Restrictions Affecting Subsidiaries,”“—Transactions with Affiliates,” And“— Business Activities.”However, the Company and its Restricted Subsidiaries will remain subject to the provisions of the indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control,” and the following provisions of the indenture described above under the caption “—Covenants”:“—Liens,”“—Merger, Consolidation or Sale of Assets” (other than the financial test set forth in clause (4) of such covenant),”“—Designation of Restricted and Unrestricted Subsidiaries,”“—Additional Subsidiary Guarantees,”“—Reports,”“— Sale and Leaseback Transactions” (other than the financial tests set forth in clauses (1)(a) and (3) of such covenant), andthe covenant respecting payments for consent described below in the last paragraph under the caption “—Amendment, Supplement and Waiver.”Event"Event of Default:Default":onor Additional Interest, if any, with respect to, the notes;provisions describedother agreements in the indenture;the captions “—Repurchase at the Option of Holders—Asset Sales,” “—Repurchase at the Option of Holders—Change of Control”any mortgage, indenture or “—Certain Covenants—Merger, Consolidationinstrument under which there may be issued or Sale of Assets”;(4) failureby which there may be secured or evidenced any Indebtedness for money borrowed by the Company for 180 daysor any Restricted Subsidiary of the Company that is a Significant Subsidiary of the Company, or any group of the Company's Restricted Subsidiaries that taken as a whole would constitute a Significant Subsidiary of the Company (or the payment of which is guaranteed by the Company or any of the Company's Restricted Subsidiaries), whether such Indebtedness ornoticethe Issue Date (but excluding Indebtedness owing to comply with the provisions described under “—Certain Covenants—Reports”Company or a Restricted Subsidiary of the Company), if that default:(5)failure by the Company for 60 days after notice to comply with any of the other agreements in the indenture;(6)default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the date of the indenture, if that default:(a)is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness (a “Payment Default”); or(b)results in the acceleration of such Indebtedness prior to its Stated Maturity,$25.0$50.0 million or more; provided that if any such Payment Default is cured or waivedsuch acceleration rescinded,Restricted Subsidiary of the Company that is a Significant Subsidiary of the Company, or such Indebtedness is repaid, withinany group of the Company's Restricted Subsidiaries that taken as a whole would constitute a Significant Subsidiary of the Company, to pay final and nonappealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $50.0 million (net of any amounts which are covered by insurance or bonded), which judgments are not paid, waived, satisfied, discharged or stayed for a period of 30 days from60 days;continuationindenture, any Note Guarantee of the Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary of the Company, or any group of the Company's Restricted Subsidiaries that taken as a whole would constitute a Significant Subsidiary of the Company, is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect (other than in accordance with the terms of such PaymentNote Guarantee and the indenture), or any Guarantor, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default beyondcontinues for ten days; andapplicable grace periodindenture with respect to any Issuer or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential accelerationRestricted Subsidiary of the notes shall be automatically rescinded, so longCompany that is a Significant Subsidiary of the Company, or any group of the Company's Restricted Subsidiaries that taken as such rescission does not conflict with any judgment or decree;a whole would constitute a Significant Subsidiary of the Company.(7)failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $25.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days;(8)except as permitted by the indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and(9)certain events of bankruptcy, insolvency or reorganization described in the indenture with respect to Finance Corp., the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of the Company.insolvency or reorganization,insolvency, with respect to Finance Corp., the Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of its Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, of the Company, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the Holdersholders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, Holdersholders of a majority in aggregate principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default from Holders of the notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, of, or interest or premium, if any, interest or Additional Interest, if any.notes.notes) will be annulled, waived and rescinded, automatically and without any action by the trustee or the holders of the notes, if within 20 days after such Event of Default arose the Company delivers an Officer's Certificate to the trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no eventThe Holdersshall an acceleration of a majority inthe principal amount of the notes as described above be annulled, waived or rescinded upon the happening of any such events.Holdersholders of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of principal of, orpremium on, if any, interest or premium,Additional Interest, if any, on, the notes.Issuers areCompany is required to deliver to the trustee annually, an officers’ certificatecommencing with the fiscal year ending December 31, 2015, a statement regarding compliance with the indenture. Upon any officer of the General Partner or Finance Corp. becoming aware of any Default or Event of Default that has not been cured, the Issuers areCompany is required to deliver to the trustee a statement specifying such Default or Event of Default.Unitholders and No Recourse to General PartnerMembersNeither To the General Partner nor anyextent permitted by law no director, manager, officer, partner, employee, incorporator, managerstockholder, partner or unitholder or other ownermember of Capital Stockeither of the Issuers, any parent entity of the General PartnerCompany or any Guarantor,Subsidiary of the Company, as such, will have any liability for any obligations of the Issuers, or any Guarantorthe Guarantors under the notes, the indenture or the SubsidiaryNote Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holderholder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.theirany time, at the option and at any time,of the Company's Board of Directors evidenced by a resolution set forth in an Officer's Certificate, elect to have all of their obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their SubsidiaryNote Guarantees (“("Legal Defeasance”Defeasance"), except for:(1)the rights of Holders of outstanding notes to receive payments in respect of the principal of, and interest or premium, if any, on such notes when such payments are due from the trust referred to below;(2)the Issuers’ obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;(3)the rights, powers, trusts, duties and immunities of the trustee, and the Issuers’ obligations in connection therewith; and(4)the Legal Defeasance provisions of the indenture.theirthe obligations of the Issuers and the Guarantors released with respect to certain covenants (including the obligation to make Change of Control Offers and Asset Sale Offers, their obligations under the covenants described in "—Certain Covenants," and the cross-acceleration provision and judgment default provisions described under "—Events of Default and Remedies") that are described in the indenture (“("Covenant Defeasance”Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. or reorganization events) described under “—"—Events of Default and Remedies”Remedies" will no longer constitute an Event of Default with respect to the notes. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee and any security for the notes (other than the trust) will be released.(1)the Issuers must irrevocably deposit with the trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, and interest and premium, if any, on the outstanding notes on the date of fixed maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the notes are being defeased to the date of fixed maturity or to a particular redemption date;(2)in the case of Legal Defeasance, the Issuers have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that:(a)the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or(b)since the date of the indenture, there has been a change in the applicable federal income tax law,Holdersholders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;(3)in the case of Covenant Defeasance, the Issuers have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;(4)no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);(5)such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;(6)the Issuers must deliver to the trustee an officers’ certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and(7)the Issuers must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.Holdersholders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, additional notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing defaultDefault or Event of Default or compliance with any provision of the indenture or the notes or the Note Guarantees may be waived with the consent of the Holdersholders of a majority in aggregate principal amount of the then outstanding notes (including, without limitation, additional notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).Holderholder of notes affected thereby, an amendment, supplement or waiver may not (with respect to any notes held by a non-consenting Holder)holder):(1)reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver;(2)reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption or repurchase of the notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);(3)reduce the rate of or change the time for payment of interest on any note;(4)waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the notes (except a rescission of acceleration of the notes by the Holders of at least a majority in principal amount of the notes and a waiver of the payment default that resulted from such acceleration);(5)make any note payable in currency other than that stated in the notes;(6)make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of Holders of notes to receive payments of principal of, or interest or premium, if any, on the notes (other than as permitted in clause (7) below);(7)waive a redemption or repurchase payment with respect to any note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);(8)release any Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture, except in accordance with the terms of the indenture; or(9)make any change in the preceding amendment, supplement and waiver provisions.Holderholder of notes, the Issuers, the Guarantors and the trustee may amend or supplement the indenture, the notes or the notes:Note Guarantees:(1)to cure any ambiguity, defect or inconsistency;(2)to provide for uncertificated notes in addition to or in place of certificated notes;(3)to provide for the assumption of an Issuer’s obligations to Holders of notes in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s properties or assets;(4)to make any change that would provide any additional rights or benefits to the Holders of notes or that does not adversely affect the legal rights under the indenture of any such Holder, provided that any change to conform the indenture to this prospectus will not be deemed to adversely affect such legal rights;(5)to secure the notes or the Subsidiary Guarantees pursuant to the requirements of the covenant described above under the subheading “—Certain Covenants—Liens”;(6)to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture;(7)to add any additional Guarantor or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the indenture;(8)to comply with requirements of the Commission of the indenture under the Trust Indenture Act;(9)to provide for the reorganization of the Company as any other form of entity in accordance with the second paragraph under “—Certain Covenants—Merger, Consolidation or Sale of Assets”; or(10)to evidence or provide for the acceptance of appointment under the indenture of a successor trustee.Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Beneficial Owner or Holder of any notes for or as an inducement to any consent to any waiver, supplement or amendment of any terms or provisions of the indenture under the Trust Indenture Act;unlessto any provision of this "Description of Notes" to the extent that such consideration is offeredprovision in this "Description of Notes" was intended to be paid or agreed to be paid to all Beneficial Owners and Holdersa verbatim recitation of a provision of the indenture, the Note Guarantees or the notes;which so consent in accordance with the time framelimitations set forth in solicitation documents relating the indenture as of the date of the indenture; orconsent.(exceptwhen:surviving rightspay and discharge the entire Indebtedness on the notes not delivered to the trustee for cancellation for principal of, registrationpremium on, if any, interest and Additional Interest, if any, on the notes to the date of transfermaturity or exchangeredemption;andat maturity or on the redemption date, as otherwise specified in the indenture), when:case may be.(1)either:(a)all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the trustee for cancellation; or(b)all notes that have not been delivered to the trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium, if any, and accrued interest to the date of fixed maturity or redemption;(2)in the case of clause (1)(b) above, no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings), and the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than the agreements or instruments governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;(3)the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and(4)the Issuers have delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at fixed maturity or on the redemption date, as the case may be.officers’ certificate and an opinion of counselOfficer's Certificate to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.The trustee, U.S. Bank National Association, is a lender under the Credit Agreement. For so long as If the trustee isbecomes a creditor of an Issuerthe Issuers or any Guarantor, the indenture limits itsthe right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest, (asas defined in the Trust Indenture Act)indenture, after a Default has occurred and is continuing, it must (i) eliminate such conflict within 90 days, (ii) apply to the CommissionSEC for permission to continue as trustee (if the indenture has been qualified under the Trust Indenture Act) or (iii) resign.Holdersholders of a majority in aggregate principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its powers,power, to use the degree of care ofthat a prudent manperson would use under the circumstances in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Holderholder of notes, unless such Holderholder has offered to the trustee security orand indemnity satisfactory to it against any loss, liability or expense.Governing LawAdditional InformationThe indenture, the notes and the Subsidiary Guarantees are governed by, and will be construed in accordance with, the laws of the State of New York.The new notes will be issued initially only in the form of one or more global notes (collectively, the “Global Notes”). The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York and registered in the name of DTC’s nominee, Cede & Co., in each case for credit to an account of Anyone who receives this prospectus may obtain a direct participant in DTC that has exchanged old notes for new notes in the exchange offer, as described below. Beneficial interests in the Global Notes may be held through the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) (as indirect participants in DTC).Except as set forth below, the Global Notes may be transferred, in whole but not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in registered, certificated form (“Certificated Notes”) except in the limited circumstances described below. Please read “—Exchange of Global Notes for Certificated Notes.”The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.DTC has also advised us that, pursuant to procedures established by it:(1)upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the exchange agent with portions of the principal amount of the Global Notes; and(2)ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).Investors in the Global Notes who are Participants in DTC’s system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. Euroclear and Clearstream may hold interests in the Global Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.The laws of some jurisdictions may require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.Except as described below, owners of a beneficial interest in the Global Notes will not have notes registered in their names, will not receive physical delivery of Certificated Notes and will not be considered the registered owners or “Holders” thereof under the indenture for any purpose.Payments in respect of the principal of, and interest and premium, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the indenture. Under the termscopy of the indenture the Issuers, the Guarantors and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Issuers, the Guarantors, the trustee nor any agent of an Issuer or the trustee has or will have any responsibility or liability for:registration rights agreement without charge by writing to Crestwood Midstream Partners LP, 700 Louisiana Street, Suite 2550, Houston, Texas 77002, Attention: Chief Financial Officer.(1)any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or(2)any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.DTC has advised us that its current practice, at the due date of any payment in respect of securities such as the notes, is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the notes as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or the Issuers. Neither the Issuers nor the trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the notes, and the Issuers and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.DTC has advised us that it will take any action permitted to be taken by a Holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes andonly in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for Certificated Notes, and to distribute such notes to its Participants.Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of the Issuers, the trustee or any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.Exchange of Global Notes for Certificated NotesA Global Note is exchangeable for Certificated Notes in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof, if:(1)DTC (a) notifies the Issuers that it is unwilling or unable to continue as depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act and in either event the Issuers fail to appoint a successor depositary within 90 days; or(2)there has occurred and is continuing an Event of Default and DTC notifies the trustee of its decision to exchange the Global Note for Certificated Notes.In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).Exchange of Certificated Notes for Global NotesCertificated Notes may not be exchanged for beneficial interests in any Global Note.Same-Day Settlement and PaymentThe Issuers will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. The Issuers will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such Holder’s registered address. The notes represented by the Global Notes are eligible to trade in DTC’s same-day funds settlement system, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.suchdefined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.“ "Acquired Debt”Debt" means, with respect to any specified Person:(1)Indebtedness of any other Person existing at the time such other Person was merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person, but excluding Indebtedness which is extinguished, retired or repaid in connection with such Person merging with or into or becoming a Subsidiary of such specified Person; and(2)Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.“Affiliate” "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,”"control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, however, that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control by the other Person; and provided, further, that any third Person which also beneficially owns 10% or more of the Voting Stock of a specified Person shall not be deemed to be an Affiliate of either the specified Person or the other Person merely because of such common ownership in such specified Person.otherwise. For purposes of this definition, the terms “controlling,” “controlled by”"controlling," "controlled by" and “under"under common control with”with" have correlative meanings.“Asset Sale” means:(1)the sale, lease, conveyance or other disposition of any properties or assets (including by way of a sale and leaseback transaction); provided that the disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and(2)the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries.Notwithstanding "Applicable Premium" means, with respect to any note at any time, the preceding,greater of:following items will not be deemed to be Asset Sales:(1)any single transaction or series of related transactions that involves properties or assets having a fair market value of less than $25.0 million;(2)a transfer of assets between or among any of the Company and its Restricted Subsidiaries;(3)an issuance or sale of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;(4)the disposition of equipment, inventory, accounts receivable or other properties or assets in the ordinary course of business;(5)the disposition of cash or Cash Equivalents, Hedging Obligations or other financial instruments in the ordinary course of business;(6)a Restricted Payment that is permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments” or a Permitted Investment;(7)any trade or exchange by the Company or any Restricted Subsidiary of properties or assets for properties or assets owned or held by another Person, provided that the fair market value of the properties or assets traded or exchanged by the Company or such Restricted Subsidiary (together with any cash) is reasonably equivalent to the fair market value of the properties or assets (together with any cash) to be received by the Company or such Restricted Subsidiary, and provided further that any cash received must be applied in accordance with the provisions described above under the caption “—Repurchase at the Option of Holders—Asset Sales”;(8)the creation or perfection of a Lien that is not prohibited by the covenant described above under the caption “—Certain Covenants—Liens”;(9)dispositions in connection with Permitted Liens;(10)surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind; and(11)the grant in the ordinary course of business of any non-exclusive license of patents, trademarks, registrations therefor and other similar intellectual property.“Attributable Debt” in respectprincipal amount of a salethe note; and leaseback transaction means, at time of determination, excess of:obligation ofnote at April 1, 2018 (such redemption price being set forth in the lessee for net rentaltable appearing under "—Optional Redemption"), plus (ii) all required interest payments duringdue on the remaining term ofnote through April 1, 2018 (excluding accrued but unpaid interest to the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculatedredemption date), computed using a discount rate equal to the rateTreasury Rate as of interest implicitsuch redemption date plus 50 basis points; overaccordance with GAAP. As usedgood faith by the Company.preceding sentence,indenture governing the “net rental payments” under any lease for any such period shall mean the sum of rental and other payments required to be paid with respect to such period by the lessee thereunder, excluding any amounts required to be paid by such lessee on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges. In the case of any lease that is terminable by the lessee upon payment of penalty, such net rental payment shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.notes.“ "Available Cash”Cash" has the meaning assigned to such term in the Partnership Agreement, as in effect on the dateIssue Date.indenture.Company or any Guarantor, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise, which may arise under, out of, or in connection with any treasury, investment, depository, clearing house, wire transfer, commercial credit card, purchasing card, merchant card, cash management or automated clearing house transfers of funds services or any related services, including all renewals, extensions and modifications thereof and all costs, attorneys' fees and expenses incurred by a holder of Bank Product Obligations in connection with the collection or enforcement thereof.“ "Beneficial Owner”Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person”"person" (as that term is used in Section 13(d)(3) of the Exchange Act), such “person”"person" will be deemed to have beneficial ownership of all securities that such “person”"person" has the right to acquire by conversion or exercise ofuponafter the occurrencepassage of a subsequent condition.time. The terms “Beneficially Owns”"Beneficially Owns," "Beneficial Ownership" and “Beneficially Owned”"Beneficially Owned" have correlative meanings. For purposesa corresponding meaning.this definition,Directors" means:Person shall be deemed not to Beneficially Own securities that arecorporation, the subjectboard of a stock purchase agreement, merger agreement, amalgamation agreement, arrangement agreement or similar agreement until consummationdirectors of the transactionscorporation or as applicable, seriesany committee thereof duly authorized to act on behalf of related transactions contemplated thereby.“Board of Directors” means:(1)with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;(2)such board; the board of directors or board of managers of the general partner of the partnership or, if such general partner is itself a limited partnership, then the board of directors or board of managers of its general partner;(3)with respect to a limited liability company, the board of managers or directors, the managing member or members or any controlling committee of managing members thereof; and(4)with respect to any other Person, the board or committee of such Person serving a similar function.“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the applicable Person to have been duly adopted by the Board of Directors or other governing body of the general partner of the partnership;and to be in full force and effect on the date of such certification, and delivered to the trustee.serving a similar function.“ "Business Day”Day" means eacha day that is notother than a Saturday, Sunday or other day on which banking institutions in Kansas City, Missouri or in New York, New York or another place of payment are authorized or required by law, regulation or executive order to close.close in New York State.“ "Capital Lease Obligation”Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP. NotwithstandingGAAP;provided that any obligations of the Company or its Restricted Subsidiaries, or of a special purpose or other entity not consolidated with the Company and its Restricted Subsidiaries, either existing on the Issue Date or created prior to any recharacterization described below (or any refinancings thereof) (i) that were not included on the consolidated balance sheet of the Company as capital lease obligations and (ii) that are subsequently recharacterized as capital lease obligations or, in the case of such a special purpose or other entity becoming consolidated with the Company and its Restricted Subsidiaries, due to a change in accounting treatment or otherwise, shall for all purposes not be treated as Capital Lease Obligations or Indebtedness.lease (whether entereddebt securities convertible into beforeCapital Stock, whether or afternot such debt securities include any right of participation with Capital Stock.the indenture) that would have been classified as an operating lease pursuant to GAAP as in effect onacquisition;the indenture will be deemedacquisition, bankers' acceptances with maturities not to represent a Capital Lease Obligation.“Capital Stock” means:(1)in the case of a corporation, corporate stock;(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;(3)in the case of a partnership or limited liability company, partnership (whether general or limited) or membership interests; and(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.“Cash Equivalents” means:(1)United States dollars;(2)securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;(3)certificates of deposit and eurodollar timeexceeding one year and overnight bank deposits, with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits,AgreementFacility or with any domestic commercial bankfinancial institution that is a member of the Federal Reserve System, in each case having combined capital and surplus and undivided profits of not less than $500.0 million, whose debt has a rating, at the time as of which any investment made therein is made of at least A-1 by S&P or at least P-1 by Moody's or having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B”"B" or better;(4)repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;(5)commercial paper having the highest rating obtainable from Moody’s or S&P and in each case maturing within six months after the date of acquisition; and(6)money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.“ "Change of Control”Control" means the occurrence of any of the following:(1)the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets (including Capital Stock of the Restricted Subsidiaries) of the Company and its RestrictedSubsidiaries taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), which occurrence is followed by a Rating Decline within 90 days of the consummation of such transaction;(2)the adoption of a plan relating to the liquidation or dissolution of the Company or the removal of the General Partner by the limited partners of the Company;(3)the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than a Qualifying Owner, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the General Partner or of the Company, measured by voting power rather than number of shares, units or the like, which occurrence is followed by a Rating Decline within 90 days thereof;(4)the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), excluding the Qualifying Owners identified in clause (1), (2), (4), (5), (6) or (7) of the definition of Qualifying Owners, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of NRGY GP or of NRGY, measured by voting power rather than number or percentage of membership interests, at a time when NRGY still Beneficially Owns more than 50% of the Voting Stock of the General Partner, measured by voting power rather than number or percentage of membership interests, which occurrence is followed by a Rating Decline within 90 days thereof; or(5)the first day on which a majority of the members of the Board of Directors of the General Partner are not Continuing Directors, which occurrence is followed by a Rating Decline within 90 days thereof.Notwithstanding preceding, (i) direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d) of the Exchange Act), other than the Permitted Holders or a Permitted Group, which occurrence is followed by a Rating Decline within 90 days of the consummation of such transaction; orCrestwood-Inergy Combination Transactions shall be deemed not to constitute or result inVoting Stock of the Company measured by voting power rather than number of shares, which occurrence is followed by a Change of Control regardless of any Rating Decline subsequent thereto and (ii)within 90 days thereof.partnership,liability company, corporation, limited liability companypartnership or other form of entity to a limited partnership,liability company, corporation, limited liability companypartnership or other form of entity or an exchange of all of the outstanding Equity InterestsCapital Stock in one form of entity for Equity Interests forCapital Stock of another form of entity shallwill not constitute a Change of Control, so long as following such conversion or exchange the “persons”"persons" (as that term is used in Section 13(d)(3) of the Exchange Act) who Beneficially Owned the Capital Stock of the Company immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, or continue to Beneficially Own sufficient Equity Interests in such entity to elect a majority of its directors, managers, trustees or other persons servingor its general partner, as applicable, and, in either case no “person,” excluding any Qualifying Owner,other "person" (other than a Permitted Group) Beneficially Owns more than 50% of the Voting Stock of such entity.“Code” "Change of Control Offer" has the meaning assigned to that term in the indenture.the Internal Revenue Codein respect of 1986, as amended from timeany Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement and designed to time, and any successor statute.protect such Person against fluctuation in commodity prices.“Commission” or “SEC” means the Securities and Exchange Commission.“ "Consolidated Cash Flow”Adjusted EBITDA" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:(1)an amount equal to any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus(2)provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxesplus, without duplication, to the extent the same was deducted in computing such Consolidated Net Income; plus(3)consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings), and net of the effect of all payments made or received pursuant to interest rate Hedging Obligations, to the extent that any such expense was deducted in computing such Consolidated Net Income; plus(4)depreciation and amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), impairment and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation and amortization, impairment and other non-cash expenses were deducted in computing such Consolidated Net Income; plus(5)unrealized non-cash losses resulting from foreign currency balance sheet adjustments required by GAAP to the extent such losses were deducted in computing such Consolidated Net Income; plus(6)all extraordinary, unusual or non-recurring items of loss or expense, to the extent such items were deducted in computing such Consolidated Net Income; minus(7)non-cash items increasing such Consolidated Net Income for such period, other than items that were accrued in the ordinary course of business;each case,calculating Consolidated Net Income:consolidated basisprior period) and determinedother non-cash expenses (including without limitation write-downs and impairment of property, plant, equipment and intangibles and other long-lived assets (including pursuant to the application of ASC 350 and ASC 360 (formerly Financial Accounting Standards Board Statements Nos. 142 and 144, respectively), and the impact of purchase accounting, but excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period; plusGAAP.“ASC 410 (formerly Financial Accounting Standards Board Statement No. 143), and any similar accounting in prior periods; plusIncome”Income), expenses covered by indemnification provisions in any agreement in connection with any transaction involving the Company or any of its Subsidiaries.Net Incomenet income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; GAAP and before any deduction for preferred equity dividends or distributions;provided that:(1)the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included, but only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;(2)the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, partners or members;(3)the cumulative effect of a change in accounting principles will be excluded;(4)unrealized losses and gains under derivative instruments included in the determination of Consolidated Net Income, including, without limitation those resulting from the application of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic No. 815 will be excluded; and(5)any nonrecurring charges relating to any premium or penalty paid, write off of deferred finance costs or other charges in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity will be excluded.“ "Consolidated Net Tangible Assets”Assets" means, with respect to any Person at any date of determination, the aggregate amount of total assets included in such Person’sPerson's most recent quarterly or annual consolidated balance“Continuing Directors” "Contingent Obligations" means, aswith respect to any Person, any obligation of such Person guaranteeing any performance, leases, dividends, taxes or other obligations that do not constitute Indebtedness ("primary obligations") of any dateother Person in any manner, whether directly or indirectly, including, without limitation, any obligation of determination,such Person, whether or not contingent:membersuch primary obligation or any property constituting direct or indirect security thereof;Board of Directorsprimary obligor or otherwise to maintain the net worth or solvency of the General Partner who:primary obligor; or(1)was a member "Contribution Indebtedness" means Indebtedness of such Board of Directors on the date of the indenture; or(2)was nominated for election or elected to such Board of Directors with the approval of the Qualifying Owners or of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.“Credit Agreement” means that certain Credit Agreement, dated as of December 21, 2011, among the Company or any Guarantor in an aggregate principal amount not greater than twice the lenders party theretoaggregate amount of cash contributions (other than Excluded Contributions) made to the equity capital of the Company or such Guarantor after April 1, 2011;provided that: JPMorgan Chase Bank, N.A.,administrative agent, andContribution Indebtedness pursuant to an Officer's Certificate on the other lenders party thereto, includingincurrence date thereof.related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time.Guarantor that forms the basis for an incurrence of Contribution Indebtedness will be disregarded for purposes of the "Restricted Payments" covenant.“ "Credit Facilities”Facilities" means one or more debt facilities (including, without limitation, the Revolving Credit Agreement)Facility), indentures or commercial paper facilities, or secured capital markets financings, in each case, with banks or other institutional lenders or institutional investors providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, debt securities or secured capital markets financings,other indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including refinancing with any capital markets transaction)by means of sales of debt securities to institutional investors) in whole or in part from time to time.time, including any agreement or indenture extending the maturity thereof or otherwise restructuring all or any portion of the indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof.“Crestwood-Inergy Combination Transactions” "Currency Agreement" means, the transactions contemplated by the following agreements: (i) the Agreement and Planin respect of Merger dateda Person, any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar agreement as of May 5, 2013, by and among Crestwood Midstream Partners LP, Crestwood Gas Services GP LLC, Crestwood Holdings LLC, Inergy Midstream, L.P., NRGM GP, LLC, Inergy, L.P. and Intrepid Merger Sub, LLC; (ii) the Contribution Agreement dated as of May 5, 2013, by and among Crestwood Gas Services Holdings LLC, Crestwood Holdings LLC, Inergy, L.P. and Inergy GP, LLC; (iii) the Follow-On Contribution Agreement dated May 5, 2013, by and among Crestwood Gas Services GP LLC, Crestwood Holdings LLC, Inergy, L.P. and Inergy GP, LLC and (iv) the Purchase and Sale Agreement dated May 5, 2013, by and among Crestwood Gas Services Holdings LLC, Crestwood Holdings LLC, NRGP Limited Partner, LLC and Inergy Holdings GP, LLC.to which such Person is a party or a beneficiary.“Customary Recourse Exceptions” means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.“Default” "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.“ "Designated Non-cash Consideration" means the Fair Market Value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as "Designated Non-cash Consideration" pursuant to an Officer's Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.Stock”Stock) that is issued for cash (other than to any of the Company's Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer's Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (1)(b) of the covenant described under "—Certain Covenants—Restricted Payments."that wouldwill not constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase or redeem such Capital Stock upon the occurrence of a change ofsalesale. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends. For the avoidance of doubt, preferred units of the Company authorized on the Issue Date do not constitute Disqualified Stock if the termsStock.such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.”“Domestic Subsidiary”a Person means any Restricted Subsidiary of the Companyreferent Person that was formed under the laws of the United States or any state of the United States or the District of Columbia.is not a Foreign Subsidiary.“ "Equity Interests”Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).“ "Equity Offering”Offering" means any public or private(i) an offer and sale of Capital Stock (other than Disqualified Stock) made forStock and other than to a Subsidiary of the Company) of the Company or (ii) an offer and sale of Capital Stock (other than Disqualified Stock and other than to the Company or a Subsidiary of the Company) of aon a primary basisproceeds received by the Company after April 1, 2011 from:datesale (other than to a Subsidiary of the indenture, provided that at any time on or after a Change of Control, any saleCompany) of Capital Stock to an Affiliate(other than Disqualified Stock and Designated Preferred Stock) of the Company, shallbe deemed an Equity Offering.been used towards the calculation set forth in clause (1)(b) of "—Certain Covenants—Restricted Payments" or any portion of Incremental Funds calculated therefrom.“Exchange Notes” "Existing Notes" means the notes issued in an Exchange Offer pursuant to the indenture.“Existing Indebtedness” means the(i) $350.0 million aggregate principal amount of Indebtedness7.75% Senior Notes due 2019 issued by Crestwood Midstream Partners LP and Crestwood Midstream Finance Corporation pursuant to an indenture dated as of April 1, 2011, and assumed by the CompanyIssuers on October 7, 2013 by merger, (ii) $500.0 million aggregate principal amount of 6.00% Senior Notes due 2020 issued by Crestwood Midstream Partners LP (f/k/a Inergy Midstream, L.P.) and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement which is considered incurred under the first paragraph under the covenant entitled “Certain Covenants – IncurrenceCrestwood Midstream Finance Corp. (f/k/a NRGM Finance Corp.) pursuant to an indenture dated as of IndebtednessDecember 7, 2012 and Issuance(iii) $600.0 million aggregate principal amount of Preferred Stock”6.125% Senior Notes due 2022 issued by Crestwood Midstream Partners LP (f/k/a Inergy Midstream, L.P.) and other than intercompany Indebtedness) in existence on the dateCrestwood Midstream Finance Corp. (f/k/a NRGM Finance Corp.) pursuant to an indenture dated as of the indenture, until such amounts are repaid.November 8, 2013.The term "“fair market value”Fair Market Value" means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by (i) the principal financial officer of the Company for transactions less than $35.0 million and (ii) the Board of Directors of the General PartnerCompany (unless otherwise provided in the caseindenture) for transactions valued at, or in excess of, amounts of $25.0 million or more and otherwise by an officer of the General Partner.$35.0 million.“FERC Subsidiary” means a Restricted Subsidiary of the Company that is subject to the regulatory jurisdiction of the Federal Energy Regulatory Commission (or any successor thereof).“ "Fixed Charge Coverage Ratio”Ratio" means with respect to any specified Person for any four-quarter reference period, the ratio of the Consolidated Cash FlowAdjusted EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or redeemsotherwise discharges any Indebtedness (other than (i) ordinary working capital borrowings)borrowings and (ii) in the case of revolving credit borrowings, in which case interest expense will be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues, repurchases or redeems preferred stockequity subsequent to the commencement of the applicable four-quarter reference period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”"Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or redemptionother discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock,equity, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.expense on such Indebtedness willshall be calculated as if the average rate in effect from the beginning of such period toon the Calculation Date had been the applicable rate for the entire period (taking into account any interest Hedging ObligationObligations applicable to such Indebtedness but if thesuch Hedging Obligation has a remaining term in excess of such interest Hedging Obligation is less than 12 months, then such interest Hedgingmonths). Interest on a Capital Lease Obligation shall only be taken into account for that portion of the period equaldeemed to the remaining term thereof). If any Indebtedness that is being given pro forma effect bearsaccrue at an interest rate atreasonably determined by a responsible financial or accounting officer of the optionCompany to be the rate of interest implicit in such Capital Lease Obligation. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Person,Indebtedness during the interest rate shall be calculated by applying such optional rate chosen by such Person.applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as such Personthe Company may designate.In addition, for purposes of calculating the "Fixed Charge Coverage Ratio:(1)acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers, consolidations or otherwise (including acquisitions of assets used in a Permitted Business), and including in each case any related financing transactions (including repayment of Indebtedness) during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period, including any Consolidated Cash Flow and any pro forma expense and cost reductions that have occurred or are reasonably expected to occur within the next 12 months, in the reasonable judgment of the chief financial or accounting officer of the Company (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the Commission related thereto);(2)the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded;(3)the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;(4)any Person that is a Restricted Subsidiary of the specified Person on the Calculation Date will be deemed to have been a Restricted Subsidiary of the specified Person at all times during such four-quarter period;(5)any Person that is not a Restricted Subsidiary of the specified Person on the Calculation Date will be deemed not to have been a Restricted Subsidiary of the specified Person at any time during such four-quarter period; and(6)interest income reasonably anticipated by such Person to be received during the applicable four-quarter period from cash or Cash Equivalents held by such Person or any Restricted Subsidiary of such Person, which cash or Cash Equivalents exist on the Calculation Date or will exist as a result of the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio, will be included.“Fixed Charges”Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:(1)the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation,imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings), and net of the effect of all payments made or received pursuant to interest rate Hedging Obligations; plus(2)the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus(3)any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon; plus(4)all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company,each case,respect of interest rates; plusconsolidated basisdistribution pursuant to the Partnership Agreement on or after the Issue Date be considered to be a Fixed Charge) and all other dividend payments or other distributions on the Disqualified Stock of such Person; lessaccordancemark to market valuation of Hedging Obligations or other derivatives under GAAP; lessGAAP.the application of purchase accounting in connection with any acquisition; and less“ "Foreign Subsidiary”Subsidiary" means, with respect to any Person, any Restricted Subsidiary of the Company (1)such Person that is not a Domestic Subsidiary and (2) that has 50%organized or moreexisting under the laws of its consolidated assets located outside the United States, any state thereof, the District of Columbia, or any territory thereof.thereof and does not guarantee or otherwise provide direct credit support for any Indebtedness of the Company, and any Restricted Subsidiary of such Foreign Subsidiary.“GAAP” "GAAP" means generally accepted accounting principles set forth in the United States, which areopinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, as in effect from time to time.on April 1, 2011.“General Partner” means NRGM GP, LLC, a Delaware limited liability company, and its successors and permitted assigns as general partner of the Company or as the business entity with the ultimate authority to manage the business and operations of the Company.The term “guarantee” "Guarantee" means a guarantee, other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner, including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness. When used as a verb, “guarantee” has a correlative meaning.Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).“Guarantors” "Guarantors" means each of:(1)the Subsidiariesany Subsidiary of the Company (other than the Co-Issuer) that guarantees the Notes in accordance with the provisions of the Company, other than Finance Corp., executing the indenture, as initial Guarantors; and(2)any other Restricted Subsidiary of the Company that becomes a Guarantor in accordance with the provisions of the indenture;SubsidiaryNote Guarantee of such Person has been released in accordance with the provisions of the indenture.“ "Hedging Obligations”Obligations" means, with respect to any specified Person, the obligations of such Person incurred in the normal course of business and consistent with past practices and not for speculative purposes under:under Interest Rate Agreements, Currency Agreements or Commodity Agreements.(1)interest rate swap agreements, interest rate cap agreements and interest rate collar agreements entered into with one or more financial institutions and designed to protect the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations in interest rates with respect to Indebtedness incurred and not for purposes of speculation;(2)foreign exchange contracts and currency protection agreements entered into with one of more financial institutions and designed to protect the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations in currency exchanges rates with respect to Indebtedness incurred and not for purposes of speculation;(3)any commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations in the price of Hydrocarbons used, produced, processed or sold by that Person or any of its Restricted Subsidiaries at the time; and(4)other agreements or arrangements designed to protect such Person or any of its Restricted Subsidiaries against fluctuations in interest rates, commodity prices or currency exchange rates.“Holder” means a Person in whose name a Note is registered.“Hydrocarbons” means crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom.“Indebtedness” "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:(1)in respect of borrowed money;(2)evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);(3)in respect of bankers’ acceptances;(4)representing Capital Lease Obligations;(5)representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or(6)representing any Hedging Obligations,“Indebtedness”"Indebtedness" includes (i) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person);provided,however, that the amount of such Indebtedness shall be the lesser of (x) the Fair Market Value of such asset as such date of determination and (y) the amount of such Indebtedness of such other Person; and (ii) to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person. The term “Indebtedness,” however, excludesrepaymentobligations under Currency Agreements, Commodity Agreements and Interest Rate Agreements;provided that such Agreements are entered into for bona fide hedging purposes of the Company or reimbursement obligation of such Person or any of its Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management of the Company, whether or not accounted for as a hedge in accordance with GAAP) and, in the case of Currency Agreements or Commodity Agreements, such Currency Agreements orCustomary Recourse Exceptions, unless and until an event or circumstance occurs that triggers the Person’s or such Restricted Subsidiary’s direct repayment or reimbursement obligation (as opposed to contingent or performance obligations) to the lenderany Person any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person to whom such obligation is actually owed, in which case the amount of such direct paymentparty or reimbursement obligation shall constitute Indebtedness.a beneficiary.The amount of any Indebtedness outstanding as of any date will be:(1)the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;(2)in the case of any Hedging Obligation, the termination value of the agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person at such date; and(3)the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.“ "Investment Grade Rating”Rating" means a Moody's rating equal to or higher thanof Baa3 (or the equivalent) by Moody’s or BBB- (orhigher and an S&P rating of BBB–(or the equivalent) or higher, or, if either such Rating Agency ceases to rate the notes for reasons outside of the Company's control, the equivalent investment grade credit rating from any other Rating Agency.S&P.the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents) and in each case with maturities not exceeding two years from the date of acquisition;“Investments” "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding (1)accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and employeesconsultants made in the ordinary course of business and (2) advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender)business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. Iforand any Restricted Subsidiary over (B) ten times the average daily trading volume of such securities during the 20 immediately preceding trading days shall be deemed not to be Marketable Securities, as determined on the date of the contract relating to such Asset Sale.sellswhose gross assets or otherwise disposesConsolidated Adjusted EBITDA (in each case excluding intra-group items (except for power-by-the-hour maintenance, lease and similar or related transactions)) are equal to or exceed 5.0% of any Equity Interests of any directConsolidated Net Tangible Assets or indirect Restricted SubsidiaryConsolidated Adjusted EBITDA of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition in an amount equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The acquisition by theCompany or any Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment made by the Company or such Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person on the date of any such acquisition in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.”“Joint Venture” "Moody's" means any Person that is not a direct or indirect Subsidiary of the Company in which the Company or any of its Restricted Subsidiaries makes any Investment.“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction other than a precautionary financing statement respecting a lease not intended as a security agreement. In no event will a right of first refusal or right of first offer be deemed to constitute a Lien.“Make Whole Premium” means, with respect to a note at any time, the excess, if any, of (a) the present value at such time of (i) the redemption price of such note at December 15, 2016 plus (ii) any required interest payments due on such note through December 15, 2016 (except for currently accrued and unpaid interest), computed using a discount rate equal to the Treasury Rate plus 50 basis points, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), over (b) the principal amount of such note“Moody’s” means Moody’sMoody's Investors Service, Inc. or any successor to the rating agency business thereof.and its successors and assigns.“ "Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:(1)any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or the extinguishment of any Indebtedness of such Person; and(2)any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).“Net Proceeds”Proceeds" means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cashDesignated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any Asset Sale)non-cash form), net of:of the direct costs relating to such Asset Sale and the sale of such Designated Non-cash Consideration, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale, all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures or to holders of royalty or similar interests as a result of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP,(1)the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale,(2)taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements,(3)amounts required to be applied to the repayment of Indebtedness secured by a Lien on the properties or assets that were the subject of such Asset Sale, and
including without limitation, pension and post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.(4)any amounts to be set aside in any reserve established in accordance with GAAP or any amount placed in escrow, in either case for adjustment in respect of the sale price of such properties or assets or for liabilities associated with such Asset Sale and retained by the Company or any of its Restricted Subsidiaries until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount returned to the Company or its Restricted Subsidiaries from such escrow arrangement, as the case may be.“ "Non-Recourse Debt”Debt" means Indebtedness:(1) of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, except for Customary Recourse Exceptions, or (c) is the lender;(2)no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and(3)as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries, except for Customary Recourse Exceptions and as contemplated by clause (9) of the definition of Permitted Liens.For purposes of determining compliance with the covenant described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” above, in the event that any Non-Recourse Debt of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) other than a pledge of the Company’sEquity Interests of any Unrestricted Subsidiaries, ceases(b) is directly or indirectly liable (as a guarantor or otherwise) other than by virtue of a pledge of the Equity Interests of any Unrestricted Subsidiaries, or (c) constitutes the lender; andNon-Recourse Debt of such Unrestricted Subsidiary, such event will be deemedaccelerated or payable prior to constitute an incurrence of Indebtednessits Stated Maturity.a Restricted Subsidiaryeach Guarantor of the Company.Issuers' obligations under the indenture and the notes, pursuant to the provisions of the indenture.“NRGY” means Inergy, L.P., a Delaware limited partnership, and any successor thereto.“NRGY GP” means Inergy GP, LLC, a Delaware limited liability company, and its successors and permitted assigns as general partner of NRGY or as the business entity with the ultimate authority to manage the business and operation of NRGY.“Obligations” "Obligations" means any principal premium, if any, interest (including interest accruing on or after the filingreimbursement obligations with respect to letters of any petition in bankruptcy or for reorganization,credit whether or not a claim for post-filingdrawn), interest, is allowed in such proceeding)premium (if any), penalties, fees, charges,indemnifications, reimbursements, expenses indemnifications, reimbursement obligations, damages, guarantees, and other liabilities or amounts payable under the documentation governing any Indebtedness or in respect thereto.Indebtedness.“Omnibus Agreement” means the Omnibus Agreement, dated December 21, 2011, by and among NRGY GP, NRGY, the General Partner and the Company.“ "Operating Surplus”Surplus" has the meaning assigned to such term in the Partnership Agreement, as in effect on the dateIssue Date.indenture.Board of Directors, the principal executive officer, the president, the principal operating officer, the principal financial officer, the treasurer, any assistant treasurer, the controller, the secretary or any vice-president of such Person (or, if such Person is a limited partnership, the general partner of such Person).“ "Officer's Certificate" means a certificate signed by any Officer of the Company, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements set forth in the indenture.Agreement”Agreement" means the First Amended and Restated Agreement of Limited Partnership of Inergy Midstream, L.P.,the Company dated as of December 21, 2011, as amended by Amendment No. 1 dated as of October 1, 2013, Amendment No. 2 dated as of October 10, 2013 and Amendment No. 3 dated as of June 17, 2014, as in effect on the date of the indentureIssue Date and as such may be further amended, modified or supplemented from time to time.“ "Permitted Business”Business" means either (1) gathering, transporting, treating, processing, fractionating, marketing, distributing, storingthe businesses of the Company and its Subsidiaries engaged in on the Issue Date and any other activities that are similar, ancillary or otherwise handling Hydrocarbons or sodium chloride, or activities or services reasonably related to, or a reasonable extension, expansion or development of, such businesses or ancillary thereto including entering into Hedging Obligations to support these businesses, or (2) any other business that generates gross income that constitutes “qualifying income” under Section 7704(d) of the Code.“ "Permitted Business Investments”Investments" means Investments by the Company or any of its Restricted Subsidiaries in any Unrestricted Subsidiary or in any joint venture;provided that:Joint Venture, provided that:fund in connection with workmen's compensation, unemployment insurance, old-age pensions or other social security programs;(1)either (a) at the time of such Investment and immediately thereafter, the Company could incur $1.00 of additional Indebtedness under the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” above or (b) such Investment does not exceed the aggregate amount of Incremental Funds (as defined in the covenant described under “—Certain Covenants—Restricted Payments”) not previously expended at the time of making such Investment;(2)if such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at the time of such Investment, either (a) all such Indebtedness is Non-Recourse Debt or (b)such Indebtedness of such Unrestricted Subsidiary or Joint Venture that is recourse to the Company or any of its Restricted Subsidiaries (which shall include, without limitation, all Indebtedness of such Unrestricted Subsidiary or Joint Venture for which the Company or any of its Restricted Subsidiaries may be directly or indirectly, contingently or otherwise, obligated to pay, whether pursuant to the terms of such Indebtedness, by law or pursuant to any guarantee, including, without limitation, any “claw-back,” “make-well” or “keep-well” arrangement) could, at the time such Investment is made, be incurred at that time by the Company and its Restricted Subsidiaries under the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”; and(3)such Unrestricted Subsidiary’s or Joint Venture’s activities are not outside the scope of the Permitted Business.“Permitted Investments” means:(1)any Investment in the Company or in a Restricted Subsidiary of the Company (including through purchases of notes or other Senior Debt);(2)any Investment in Cash Equivalents;(3)any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:(a)such Person becomes a Restricted Subsidiary of the Company; or(b)such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its properties or assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;(4)any Investment made as a result of the receipt of non-cash consideration from:(a)an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”; or(b)pursuant to clause (7) of the items deemed not to be Asset Sales under the definition of “Asset Sale”;(5)any Investment in any Person solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;(6)any Investments received in compromise of obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment in default;(7)Hedging Obligations permitted to be incurred under the “Certain Covenants – Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;(8)Permitted Business Investments; and(9)other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) that are at the time outstanding, not to exceed the greater of $50.0 million or 5.0% of the Company’s Consolidated Net Tangible Assets; provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Company after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be a Restricted Subsidiary of the Company.“Permitted Liens” means:(1)Liens securing any Indebtedness under any of the Credit Facilities;(2)Liens in favor of the Company or the Guarantors;(3)Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets (other than improvements thereon, accessions thereto and proceeds thereof) other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;(4)Liens on property existing at the time of acquisition of the property by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition;(5)any interest or title of a lessor to the property subject to a Capital Lease Obligation;(6)Liens on any property or asset acquired, constructed or improved by the Company or any of its Restricted Subsidiaries (a “Purchase Money Lien”), which (a) are in favor of the seller of such property or assets, in favor of the Person developing, constructing, repairing or improving such asset or property, or in favor of the Person that provided the funding for the acquisition, development, construction, repair or improvement cost, as the case may be, of such asset or property, (b) are created within 360 days after the acquisition, development, construction, repair or improvement, (c) secure the purchase price or development, construction, repair or improvement cost, as the case may be, of such asset or property in an amount up to 100% of the fair market value of such acquisition, construction or improvement of such asset or property, and (d) are limited to the asset or property so acquired, constructed or improved (including the proceeds thereof, accessions thereto and upgrades thereof);(7)Liens existing on the date of the indenture other than Liens securing the Credit Facilities;(8)Liens to secure the performance of tenders, bids, statutory obligations, surety or appeal bonds, government contracts, performance bonds or other obligations of a like nature incurred in the ordinary course of business;(9)Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by the Company or any Restricted Subsidiary of the Company to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint Venture;(10)Liens on pipelines or pipeline facilities that arise by operation of law;(11)Liens arising under operating agreements, joint venture agreements, partnership agreements, oil and gas leases, farmout agreements, division orders, contracts for sale, transportation or exchange of crudeoil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements and other agreements arising in the ordinary course of business of the Company and its Restricted Subsidiaries that are customary in the Permitted Business;(12)Liens upon specific items of inventory, receivables or other goods or proceeds of the Company or any of its Restricted Subsidiaries securing such Person’s obligations in respect of bankers’ acceptances or receivables securitizations issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory, receivables or other goods or proceeds and permitted by the covenant “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;(13)Liens securing Obligations of the Issuers or any Guarantor under the notes or the Subsidiary Guarantees, as the case may be;(14)Liens securing any Indebtedness equally and ratably with all Obligations due under the notes or any Subsidiary Guarantee pursuant to a contractual covenant that limits Liens in a manner substantially similar to the covenant described above under “—Certain Covenants—Liens”;(15)Liens to secure performance of Hedging Obligations of the Company or any of its Restricted Subsidiaries;(16)Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company, provided that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness then outstanding and secured by any Liens incurred pursuant to this clause (16) does not exceed the greater of $50.0 million or 5.0% of the Company’s Consolidated Net Tangible Assets; and(17)any Lien renewing, extending, refinancing or refunding a Lien permitted by clauses (1) through (15) above; provided that (a) the principal amount of the Indebtedness secured by such Lien is not increased and (b) no assets encumbered by any such Lien other than the assets permitted to be encumbered immediately prior to such renewal, extension, refinance or refund are encumbered thereby (other than improvements thereon, accessions thereto and proceeds thereof).“Permitted Refinancing Indebtedness”Indebtedness permitted to be incurred under the indenture;provided,however, that:extend, renew, refund, renew, replace, defease or refunddischarge other Indebtedness of the Company or any of itsthe Company's Restricted Subsidiaries (other than intercompany Indebtedness);provided that:(1)the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);(2)such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;(3)if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes or the Subsidiary Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to the notes or the Subsidiary Guarantees on terms at least as favorable to the Holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and(4)such Indebtedness is not incurred (other than by way of a guarantee) by a Restricted Subsidiary of the Company (other than Finance Corp.) if the Company is the issuer or other primary obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.Notwithstanding preceding,principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus any premium required to be paid on the Indebtedness being so renewed, refunded, replaced, defeased or discharged, plus the amount of all fees, expenses and accrued interest incurred in connection therewith);Facilities pursuantFacilities;covenant “Incurrencenotes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, Indebtedness and Issuanceis subordinated in right of Preferred Stock” shall be subject onlypayment to, the refinancing provisionnotes on terms at least as favorable to the holders of notes as those contained in the definition of Credit Facilitiesdocumentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and not pursuant to the requirements set forth in the definition ofIndebtedness.Indebtedness shall not include Indebtedness of the Company or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary.“Person” "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.“Qualifying Owners” "Rating Agency" means (1) the holderseach of Capital Stock of Inergy Holdings GP, LLCS&P and Moody's, or if S&P or Moody's or both shall not make a rating on the datenotes publicly available, a nationally recognized statistical rating organization or organizations, within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company as a replacement agency or agencies for S&P or Moody's, or both, as the case may be.indenture, following categories: AAA, AA, A BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and John J. Sherman orhis Affiliates, (3) NRGYthe following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and its Subsidiaries, (4) the John J. Sherman Revocable Trust, (5) the John J. Sherman Grantor Retained Annuity Trust I, (6) any other trust or similar estate planning vehicle established by John J. Sherman and (7) Inergy Holdings GP, LLC so long as it is controlled by one or more of the holders of its Capital Stock on the date of the indenture.D (or equivalent successor categories).“ "Rating Category” means:(1)with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and(2)with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories).“Rating Decline”Decline" means a decrease in the rating of the notes by either Moody’sMoody's or S&P by one or more gradations (including gradations within Rating Categories as well as between Rating Categories). In determining whether the rating of the notes has decreased by one or more gradations, gradations within Rating Categories, namely + or –or– for S&P, and 1, 2 and 3 for Moody’s,Moody's, will be taken into account; foraccount. For example, in the case of S&P, a rating decline either from BB+ to BB or BB-BB– to B+ will constitute a decrease ofor one gradation.“ "Reporting Default”Failure" means a Default describedthe failure of the Company to comply with the provisions specified in clause (4)"—Certain Covenants—Reports" (after giving effect to any grace period specified under “—Events of Default and Remedies.”Rule 12b-25 under the Exchange Act).“ "Restricted Investment”Investment" means an Investment other than a Permitted Investment.“ "Restricted Subsidiary”Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. Notwithstanding anythingindenture to the contrary, Finance Corp. shall be a Restricted Subsidiaryother parties thereto, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, replacements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the Company.loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowers is permitted under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Equity" above).“ "S&P” refers to&P" means Standard & Poor’sPoor's Ratings Services a division of The McGraw-Hill Companies, Inc., or any successor to the rating agency business thereof.and its successors and assigns.“Sale and Leaseback Transaction” means, with respect to the Company or any of its Restricted Subsidiaries, any arrangement relating to property now owned or hereafter acquired whereby the Company or a Restricted "Significant Subsidiary transfers such property to a Person (other than the Company or a Restricted Subsidiary) and the Company or a Restricted Subsidiary leases it from such Person.“Senior Debt” means(1)all Indebtedness of the Company or any Restricted Subsidiary outstanding under Credit Facilities and all Hedging Obligations with respect thereto;(2)any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the terms of the indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the notes or any Subsidiary Guarantee; and(3)all Obligations with respect to the items listed in the preceding clauses (1) and (2).Notwithstanding anything to the contrary in the preceding sentence, Senior Debt will not include:(a)any intercompany Indebtedness of the Company or any of its Restricted Subsidiaries to the Company or any of its Affiliates; or(b)any Indebtedness that is incurred in violation of the indenture.For the avoidance of doubt, “Senior Debt” will not include any trade payables or taxes owed or owing by the Company or any Restricted Subsidiary.“Significant Subsidiary”" means any Subsidiary that would be a “significant subsidiary”"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the indenture.Issue Date.“ "Stated Maturity”Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligationsContingent Obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.“Subsidiary” "Subsidiary" means, with respect to any specified Person:(1) (other than a partnership or limited liability company) of which more than 50% of the total voting power of Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and(2)any partnership (whether general or limited) or limited liability company (a) the sole general partner or the managing general partner or managing member of which is such Person or a Subsidiary of such Person, or (b) if there is more than a single general partner or member, either (x) the only general partners or managing members of which are such Person or one or more Subsidiaries of such Person (or any combination thereof) or (y) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock of such partnership or limited liability company, respectively.“Subsidiary Guarantee” means any guarantee by a Guarantor of the Issuers’ Obligations undertotal voting power of Capital Stock entitled (without regard to the indentureoccurrence of any contingency and onafter giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the notes.“ "Treasury Rate”Rate" means, in respect of any redemption date, the yield to maturity atas of the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) whichH.15 (519) that has become publicly available at least two Business Days prior to the redemption date fixed for redemption (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to December 15, 2016; April 1, 2018;provided,however that if such period is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Company shall obtain the Treasury Rate by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except, that if the period from the redemption date to December 15, 2016April 1, 2018, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shallwill be used. The Company will (a) calculate the Treasury Rate onno later than the second (and no earlier than the fourth) Business Day preceding the applicable redemption date and (b) prior to such redemption date file with the trustee an officers’ certificate setting forth the Make Whole Premium and the Treasury Rate and showing the calculation of each in reasonable detail.“ "Unrestricted Subsidiary”Subsidiary" means any Subsidiary of the Company (other than Finance Corp.) that is designated by the Board of Directors of the General PartnerCompany as an Unrestricted Subsidiary pursuant to a resolution of the Board Resolution,of(1) definition of “Permitted Business Investments,” has no Indebtedness other than Non-Recourse Debt owing to any Person other than the Company or any of its Restricted Subsidiaries;(2)is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;(3)is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and(4)has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.All Subsidiaries of an Unrestricted Subsidiary shall also bemade in the ordinary course of business, excluding guarantees of Indebtedness for borrowed money);Any designation of "U.S. Dollar Equivalent" means with respect to any monetary amount in a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments.” If,currency other than U.S. dollars, at any time any Unrestricted Subsidiary would fail to meetfor determination thereof, the preceding requirementsamount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes ofpublished inThe Wall Street Journal in the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date"Exchange Rates" column under the covenant described underheading "Currency Trading" on the caption “—Certain Covenants—Incurrencedate two Business Days prior to such determination.Indebtedness and Issuance of Preferred Stock,” the Company will be in default of such covenant.“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors of such Person.“ "Weighted Average Life to Maturity”Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:(1) of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by(2)the then outstanding principal amount of such Indebtedness.CERTAIN FEDERAL INCOME TAX CONSEQUENCESThe following summary describes certain U.S. federal income tax consequences of the exchangeproducts obtained by multiplying (a) the amount of old notes foreach then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the new notes pursuantIndebtedness, by (b) the number of years (calculated to this exchange offer. This summary does not discussthe nearest one-twelfth) that will elapse between such date and the making of such payment; byaspects of U.S. federal income taxation which may be relevant to investors in light of their particular circumstances. In addition, this summary does not discuss any state or local income or foreign incomeoutstanding Capital Stock or other tax consequences. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, rulings and judicial decisions, all as in effect as of the date of this prospectus and allownership interests of which are subject to change(other than directors' qualifying shares) will at the time be owned by such Person or differing interpretation, possibly with retroactive effect. The statements set forth below are not binding on the Internal Revenue Serviceby one or on any court. Thus, we can provide no assurance that the statements set forth below will not be challenged by the Internal Revenue Service, or that they would be sustained by a court if they were so challenged.We believe that the exchangemore Wholly Owned Restricted Subsidiaries of old notes for new notes in the exchange offer will not constitute a taxable event. The new notes will be treated as a continuation of the old notes. Consequently, you will not recognize gain or loss upon receipt of a new note in exchange for an old note in the exchange offer, your basis in the new note received in the exchange offer will be the same as your basis in the corresponding old note immediately before the exchange, and your holding period in the new note will include your holding period in the old note. The United States federal income tax consequences of holding and disposing of a new note received in the exchange offer will be the same as the United States federal income tax consequences of holding and disposing of an old note.such Person.You are urged to consult your tax advisor with respect to the applicationTable of the U.S. federal income tax laws to your particular situation as well as any tax consequences arising under the U.S. federal estate or gift tax rules or under the lawsContents
Plan of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty in connection with the exchange of old notes for new notes.PLAN OF DISTRIBUTIONDistributionBased on interpretations by the staff of the Commission in no-action letters issued to third parties, we believe that you may transfer new notes issued in the exchange offer in exchange for the old notes if:you acquire the new notes in the ordinary course of your business; andyou are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of such new notes.You may not participate in the exchange offer if you are:an “affiliate” within the meaning of Rule 405 under the Securities Act of us or Crestwood Midstream Finance Corp.; ora broker-dealer that acquired old notes directly from us.newexchange notes for its own account pursuant to thean exchange offer must acknowledge that it will deliver thisa prospectus in connection with any resale of such newexchange notes. To date, the staff of the Commission has taken the position that broker-dealers may fulfill their prospectus delivery requirements with respect to transactions involving an exchange of securities such as this exchange offer, other than a resale of an unsold allotment from the original sale of the old notes, with the prospectus contained in the registration statement relating to the exchange offer. On this basis, thisThis prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of newexchange notes received in exchange for oldoutstanding notes where such oldoutstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 18090 days after the consummation of the exchange date (as such period may be extended),offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.resale, and will deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus and any documents incorporated by reference in this prospectus as any broker-dealer may request in the letter of transmittal. In addition, until such date, all dealers effecting transactions in newthe exchange notes may be required to deliver thisa prospectus.If you wish to exchange new notes for your old notes in the exchange offer, you will be required to make representations to us as described in “Exchange Offer—Procedures for Tendering—Your Representations to Us” in this prospectus. As indicated in the letter of transmittal, you will be deemed to have made these representations by tendering your old notes in the exchange offer. In addition, if you are a broker-dealer who receives new notes for your own account in exchange for old notes that were acquired by you as a result of market-making activities or other trading activities, you will be required to acknowledge, in the same manner, that you will deliver this prospectus in connection with any resale by you of such new notes.newexchange notes by broker-dealers. NewExchange notes received by broker-dealers for their own account pursuant to thean exchange offer may be sold from time to time in one or more transactions:market;transactions;new notes;exchange notes orresale; or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such newexchange notes. Any broker-dealer that resells newexchange notes of any series that were received by it for its own account pursuant to thean exchange offer and any broker or dealer that participates in a distribution of such newexchange notes may be deemed to be an “underwriter”"underwriter" within the meaning of the Securities Act.For a periodAct, and any profit of up to 180 days after theany such resale of exchange date (asnotes and any commission or concessions received by any such periodpersons may be extended), we will promptly send additional copies of this prospectus and any amendment or supplementdeemed to this prospectus to any broker-dealer that requests such documents inbe underwriting compensation under the manner indicated in the letter of transmittal.Securities Act. reasonable expenses incident to the exchange offer (including the expenses of one counsel for the holders of the oldoutstanding notes) other than commissions or concessions of any broker-dealers and will indemnify the holders of the old notesyou (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.LEGAL MATTERSCertain United States Federal Income Tax Consequences has issued an opinion about the legality of the new notes., Houston, Texas.InergyCrestwood Midstream L.P.Partners LP appearing in Crestwood Midstream Partners LP’sLP's Annual Report on Form 10-K for the year ended September 30, 2012 (including the schedule appearing therein)December 31, 2015, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and schedule are incorporated herein by reference in reliance upon the report of Ernst & Young LLP pertaining to such financial statements and schedule given on the authority of such firm as experts in accounting and auditing.The consolidated financial statements of Rangeland Energy, LLC as of December 31, 2011 and 2010 and for the period from October 19, 2009 to December 31, 2011 and from October 19, 2009 to December 31, 2010 appearing in the Partnership’s Current Report on Form 8-K filed with the SEC on November 26, 2012 have been audited by Weaver and Tidwell, L.L.P., independent auditors, as set forth in their report thereon and included therein. Such financial statements are incorporated by reference herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.The consolidated financial statementsThe financial statements of Crestwood Marcellus Midstream LLC incorporated in this prospectus by reference from the Crestwood Midstream Partners LP Annual Report on Form 10-K for the year ended December 31, 2012 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.WHERE YOU CAN FIND MORE INFORMATIONWhere You Can Find More InformationSEC’sSEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings with the SEC are also available to the public from commercial document retrieval services and at the SEC’sSEC's web site athttp://www.sec.gov.www.sec.gov.We “incorporate by reference” You should rely only upon the information into this prospectus, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The informationcontained or incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained expressly in this prospectus, and the information we file laterprospectus. We have not authorized anyone to provide you with the SEC will automatically supersede thisdifferent information. You should not assume that the information in this prospectusdocument is currentaccurate as of any date other than that on the front cover of this prospectus, or in the case of information incorporated by reference herein, as of the date of the incorporated document.frontcover page of this prospectus, or in the case of the information incorporated by reference herein, as of the date of the incorporated document. We do not imply that there has been no change in the information contained or incorporated by reference in this prospectus or in our affairs since such dates by delivering this prospectus.Any This prospectus contains or incorporates by reference summaries of certain agreements that we have entered into or will enter into in connection with this offering, such as the indenture governing the notes and the registration rights agreement. The descriptions of these agreements contained or incorporated by reference in this prospectus do not purport to be complete and are subject to, or qualified in their entirety by reference to, the definitive agreements. Copies of the definitive agreements will be made available without charge to you in response to a written request to us. Such information and agreements may be requested, at no cost, by contacting us at the following address:
Attention: Investor Relations
700 Louisiana Street, Suite 2550
Houston, Texas 77002
(832) 519-2200
Incorporation of Certain Documents by ReferenceusCrestwood Midstream Partners LP with the SEC, which means that important information is being disclosed to you by referring to those documents. Those documents that are filed after the initial filing of the registration statement of which this prospectus is a part and prior to the date of effectiveness of such registration statement are considered part of this prospectus, and those documents that are filed after the date of this prospectus and prior to the consummation of the exchange offer pursuant to this prospectus will be considered a part of this prospectus from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference, or contained in this prospectus, shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently dated or filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The documents listed below and any future filings Crestwood Midstream Partners LP makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the exchange offer, and that is deemed “filed,” with the SEC (excluding any information furnished and not filed with the SEC pursuant to Item 2.02 or 7.01 on any Current Report on Form 8-K) will beare incorporated by reference and automatically update and supersedein this information. We incorporate by reference the documents listed below:prospectus:Inergy Midstream, L.P.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (except for information included in Item 11);Inergy Midstream, L.P.’s Quarterly Reports on Form 10-Q for the quarterly period ended December 31, 2012, the quarterly period ended March 31, 2013 and the quarterly period ended June 30, 2013;Inergy Midstream, L.P.’s Current Reports on Form 8-K or Form 8-K/A filed on December 13, 2012, May 9, 2013, May 29, 2013, June 19, 2013, August 1, 2013, August 26, 2013, September 9, 2013, September 10, 2013, September 24, 2013 and October 1, 2013;Crestwood Midstream Partners LP’s (formerly Inergy Midstream, L.P.) Current Reports on Form 8-K or Form 8-K/A filed on October 10, 2013, October 15, 2013, October 17, 2013, October 21, 2013, October 22, 2013 and October 23, 2013;Legacy CMLP’s2012 (except for Items 6, 7, 7a2015; and 8 and information included in Item 11);Legacy CMLP’s Quarterly Reports for the quarterly period ended March 31, 2013 and the quarterly period ended June 30, 2013;Legacy CMLP’sReportsReport on Form 8-K or Form 8-K/A filed on May 10, 2013 and October 9, 2013; andthe description of our common units contained in our Registration Statement on Form 8-A (File No. 001-35377) filedWe incorporate by reference any filings made with the SEC in accordance with Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on December 12, 2011or after the date of this registration statement of which this prospectus forms a part, and any subsequent amendmentsuntil the Exchange Offer is completed or reports filed for the purpose of updating such description.You may request a copy of any document incorporatedterminated. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in this prospectus supplement and any exhibit specifically incorporated by reference in those documents, at no cost, by writing or telephoning us at the following address or telephone number:Crestwood Midstream Partners LPAttention: Investor Relations700 Louisiana Street, Suite 2060Houston, Texas 77002(832) 519-2200We also make available free of charge on our internet website atwww.crestwoodlp.com the reports and other information we filefuture, that are not deemed "filed" with the SEC, as soon as reasonably practicable after such material is electronically filedincluding any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to the SEC. Neither our website, nor the information contained on our website, is partItem 9.01 of this prospectus or the documents incorporated by reference.Form 8-K.to Tender Letter of TransmittalOutstanding 6.0% Senior Notes due 2022of
CRESTWOOD MIDSTREAM FINANCE CORP.Pursuant to the Exchange Offer and Prospectus dated OFFER TO EXCHANGE20132014 (THE "EXPIRATION DATE") UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2016.
The Exchange Agent for the Exchange Offer is:
U.S. BANK NATIONAL ASSOCIATIONBy Registered or
Certified Mail:By Regular Mail or Overnight
Courier:By Hand Delivery:
U.S. BANK NATIONAL
ASSOCIATION
60 Livingston Avenue
EP-MN-WS3C
St. Paul, MN 55107-1419
Attention: Specialized Finance
U.S. BANK NATIONAL
ASSOCIATION
60 Livingston Avenue
EP-MN-WS3C
St. Paul, MN 55107-1419
Attention: Specialized Finance
U.S. BANK NATIONAL
ASSOCIATION
60 Livingston Avenue
EP-MN-WS3C
St. Paul, MN 55107-1419
Attention: Specialized Finance
By Facsimile Transmission
(eligible institutions only):
(651) 466-7430
For Information or Confirmation by Telephone:
1 (800) 934-6802U.S. Bank National Association Holders of Outstanding Notes (as defined below) should complete this Letter of Transmittal either if Outstanding Notes are to be forwarded herewith or if tenders of Outstanding Notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at the book-entry transfer facility specified by the holder pursuant to the procedures set forth in "The Exchange Offer—Book-Entry Delivery Procedures" and "The Exchange Offer—Procedures for Tendering Outstanding Notes" in the Prospectus (as defined below) and an "Agent's Message" (as defined below) is not delivered. If tender is being made by book-entry transfer, the holder must have an Agent's Message delivered in lieu of this Letter of Transmittal.Attention: Specialized Finance Holders of Outstanding Notes whose certificates for such Outstanding Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus.60 Livingston Avenue Unless the context otherwise requires, the term "holder" for purposes of this Letter of Transmittal means any person in whose name Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company ("DTC").St. Paul, Minnesota 55107Telephone: (800) 934-6802Facsimile: (651) 495-8158IF YOU WISH TO EXCHANGE CURRENTLY OUTSTANDING UNREGISTERED 6.0% SENIOR NOTES DUE 2020 (THE “OLD NOTES”) FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF REGISTERED 6.0% SENIOR NOTES DUE 2020 PURSUANT TO THE EXCHANGE OFFER, YOU MUST VALIDLY TENDER (AND NOT WITHDRAW) OLD NOTES TO THE EXCHANGE AGENT PRIOR TO 12:01 A.M. NEW YORK CITY TIME ON THE EXPIRATION DATE BY CAUSING AN AGENT’S MESSAGE TO BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO SUCH TIME. hereby acknowledges receipt of the prospectus,Prospectus dated �� , 2013 (the “Prospectus”2016 (as it may be amended or supplemented from time to time, the "Prospectus"), of Crestwood Midstream Partners LP, (formerly Inergy Midstream, L.P.), a Delaware limited partnership (the “Partnership”"Issuer"), and Crestwood Midstream Finance Corp. (formerly NRGM Finance Corp.), a Delaware corporation (“Finance Corp.”(the "Co-Issuer" and, together with the Issuer, the "Issuers"), and certain of the Issuer's subsidiaries (the "Guarantors"), and this Letter of Transmittal (the “Letter"Letter of Transmittal”Transmittal"), which together describeconstitute the Issuers' offer (the “Exchange Offer”) of the Partnership and Finance Corp. (collectively, the “Issuers”"Exchange Offer") to exchange an aggregate principal amount of up to $700,000,000 of their 6.0%6.25% Senior Notes due 20202023 (the “New Notes”"Exchange Notes") that, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”"Securities Act"), for a like principal amountany and all of the Issuers’ issued andtheir outstanding 6.0%unregistered 6.25% Senior Notes due 20202023 (the “Old Notes”"Outstanding Notes"). The Outstanding Notes are unconditionally guaranteed (the "Old Guarantees") by the Guarantors and the Exchange Notes will be unconditionally guaranteed (the "New Guarantees") by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the "Exchange Offer" include the Guarantors' offer to exchange the New Guarantees for the Old Guarantees, references to the "Exchange Notes" include the New Guarantees and references to the "Outstanding Notes" include the Old Guarantees.have not been registered underof the Securities Act.surrendered Outstanding Note. The Exchange Notes will accrue interest at a rate of 6.25% per annum and will be payable on April 1 and October 1 of each year. The Outstanding Notes began to accrue interest from March 23, 2015.respectivesame meaning given to them in the Prospectus.Issuers reserveundersigned has completed the right, at any time or from time to time, to extend the Exchange Offer at their discretion, in which event the term “Expiration Date” shall mean the latest date to which the Exchange Offer is extended. The Issuers shall notify the Exchange Agentappropriate boxes below and each registered holder of the Old Notes of any extension by oral or written notice prior to 9:00 am., New York City time, on the next business day after the previously scheduled Expiration Date.Thissigned this Letter of Transmittal is to be used by holders ofindicate the Old Notes. Tender of Old Notes isaction that the undersigned desires to be made accordingtake with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.
All Tendering Holders Complete Box 1:
Box 1*
Description of Outstanding Notes Tendered Herewith
of Registered Holder(s)Series of
Outstanding Notes
Being TenderedCertificate or
Registration
Number(s) of
Outstanding
Notes**Aggregate
Principal Amount
Represented by
Outstanding
NotesAggregate
Principal Amount
of Outstanding
Notes Being
Tendered***o CHECK HERE IF ANY TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name of Tendering Institution: Account Number: Transaction Code Number: (“ATOP”("ATOP") of The Depository Trust Company (“DTC”) pursuant to, for which the procedures set forth in the prospectus under the caption “Exchange Offer—Procedures for Tendering.”transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptanceacceptances to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s DTC account.Agent's account at DTC. DTC will then send a computer-generated message known as an “agent’s message”(an "Agent's Message") to the exchange agent for itsacceptance. For you to validly tender your Old Notes in the Exchange Offer, the Exchange Agent must receive, priorfor its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of TransmittalExpiration Date,Exchange Agent. Each DTC participant transmitting an agent’s message underacceptance of an Exchange Offer through the ATOP procedures that confirms that:DTC has received your instructionswill be deemed to tender your Old Notes; andYou agreehave agreed to be bound by the terms of this Letter of Transmittal. Delivery of an Agent's Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of the Letter of Transmittal by the participant identified in the Agent's Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.By using
Box 3
Notice of Guaranteed Delivery
(See Instruction 1 below)o CHECK HERE IF ANY TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s): Window Ticket Number (if any): Name of Eligible Guarantor Institution that Guaranteed Delivery: Date of Execution of Notice of Guaranteed Delivery: Name of Tendering Institution: Account Number: Transaction Code Number:
Box 4
Return of Non-Exchanged Outstanding Notes
Tendered by Book-Entry Transfero CHECK HERE IF ANY OUTSTANDING NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.
Box 5
Participating Broker-Dealero CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED ANY OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: ATOP proceduresundersigned is not a broker-dealer, the undersigned represents that it is acquiring the Exchange Notes in the ordinary course of business and has no arrangement or understanding with any person to tender Oldparticipate in a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes youfor its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be requireddeemed to deliver this Letteradmit that it is an "underwriter" within the meaning of Transmittal tothe Securities Act. A broker-dealer may not participate in the Exchange Agent. However, you will be bound by its terms,Offer with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any broker-dealer who purchased Outstanding Notes from the Issuers to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and you will be deemed to have madeprospectus delivery requirements under the acknowledgments and the representations and warranties it contains, just as if you had signed it.Securities Act.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.CAREFULLY1. By tendering Old Notes in Upon the terms and subject to the conditions of the Exchange Offer, you acknowledge receiptthe undersigned hereby tenders to the Issuers the aggregate principal amount of the ProspectusOutstanding Notes indicated above. Subject to, and this Lettereffective upon, the acceptance for exchange of Transmittal.2. By tendering Old Notes in the Exchange Offer, you represent and warrant that you have full authority to tender the Old Notes described above and will, upon request, execute and deliverall or any additional documents deemed by the Issuers to be necessary or desirable to complete the tender of Old Notes.3. The tenderportion of the OldOutstanding Notes pursuant to all of the procedures set forthtendered herewith in the Prospectus will constitute an agreement between you and the Issuers as toaccordance with the terms and conditions set forthof the Exchange Offer (including, if such Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuers all right, title and interest in and to such Outstanding Notes as are being tendered herewith.Prospectus.ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Outstanding Notes nor any such other person is engaged in or intends to engage in, nor has an arrangement or understanding with any person to participate in, the distribution of such Exchange Notes, and that neither the holder of such Outstanding Notes nor any such other person is an "affiliate," as such term is defined in Rule 405 under the Securities Act, of the Issuers or any Guarantor. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.4. The undersigned also acknowledges that this Exchange Offer is being made in reliance upon interpretations contained in no-action letters issued to third partiesbased on the Issuers' understanding of an interpretation by the staff of the Securities and Exchange Commission (the “Commission”"SEC") as set forth in no-action letters issued to third parties, includingMorgan Stanley & Co. Incorporated (available June 5, 1991), including Exxon Capital Holdings Corp., Commission No-Action LetterCorporation (available May 13, 1988), Morgan Stanley & Co. Inc., Commission No-Action Letter (available June 5, 1991) and as interpreted in the SEC's letter toShearman & Sterling Commission No-Action Letter (available, dated July 2, 1993),1993, or similar no-action letters, that the NewExchange Notes issued in exchange for the OldOutstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holderseach holder thereof (other than a broker-dealer who purchased Old Notes exchanged foracquires such NewExchange Notes directly from the Issuers to resellfor resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act andor any such holder that is an “affiliate”"affiliate" of the PartnershipIssuers or Finance Corp.the Guarantors within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act;Act, provided that such NewExchange Notes are acquired in the ordinary course of such holders’holder's business and such holders areholder is not participatingengaged in, and havedoes not intend to engage in, a distribution ofNewExchange Notes.5. By tendering Old If a holder of the Outstanding Notes is an affiliate of the Issuers or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Offer, you represent and warrant that:a.Notes or has any arrangement or understanding with respect to the Newdistribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, are being obtained insuch holder (x) may not rely on the ordinary course of your business, whether or not you are the holder;b. you have not engaged in and have no intent to engage in (nor have you entered into any arrangement or understanding with any person to participate in) a distribution of such New Notes in violationapplicable interpretations of the provisionsstaff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act;c. you are not an “affiliate” (withinAct in connection with any secondary resale transaction. If the meaning of Rule 405 under the Securities Act) of the Partnership, Finance Corp. or the guarantors; andd. if you areundersigned is a broker-dealer that will receive Newthe Exchange Notes for yourits own account in exchange for Oldthe Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired as a result of market-making or other trading activities, then you will deliver a prospectus (or, to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of the New Notes.6. You may, if you are unable to make all of the representations and warranties contained in paragraph 5 above and as otherwise permitted in the Registration Rights Agreement (as defined below), elect to have your Old Notes registered in the shelf registration statement described in the Registration Rights Agreement, dated as of December 7, 2012, relating to the 6.0% Senior Notes due 2020 (the “Registration Rights Agreement”), by and among the Partnership, Finance Corp., the Guarantors (as defined therein) and the Initial Purchasers (as defined therein). Such election may be made only by notifying the Partnership in writing at Two Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112, Attention: Michael J. Campbell. By making such election, you agree, as a holder of Old Notes participating in a shelf registration, to indemnify and hold harmless the Partnership, Crestwood Midstream GP, LLC, the general partner of the Partnership (the “General Partner”), Finance Corp., each of the directors and officers of either the General Partner or Finance Corp. who signs such shelf registration statement on behalf of the Partnership or Finance Corp., each person who controls the Partnership within the meaning of either the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and each other holder of Old Notes, from and against any and all losses, claims, damages or liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any shelf registration statement or prospectus, or in any supplement thereto or amendment thereof, or caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only with respect to information relating to you furnished in writing by or on behalf of you expressly for use in a shelf registration statement, a prospectus or any amendments or supplements thereto. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provision of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Rights Agreement.7. If you are not a broker-dealer, you represent that you are not engaged in, and do not intend to engage in, a distribution of New Notes. If you are a broker-dealer that will receive New Notes for your own account in exchange for Old Notes that were acquiredit as a result of market-making activities or other trading activities you acknowledge, by tendering Old Notes in the Exchange Offer,and acknowledges that youit will deliver a prospectus in connection with any resale or transfer of such New Notes. The PartnershipExchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will furnish you with copiesnot be deemed to admit that it is an "underwriter" within the meaning of the Prospectus,Securities Act.then amended or supplemented, for such purpose upon your written requestof March 23, 2015, among the Issuers, the guarantors party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers named therein, relating to the Partnership atOutstanding Notes (the "Registration Rights Agreement"), and that the Issuers shall have no further obligations or liabilities thereunder except as provided in Section 7 (Indemnification and Contribution) of such agreement. The undersigned will comply with its address indicatedobligations under the Registration Rights Agreement.preceding paragraph. If you are a broker-dealer and Old Notes held for your own account were not acquiredProspectus under the caption "The Exchange Offer—Conditions to the Exchange Offer." The undersigned recognizes that as a result of market-makingthese conditions (which may be waived, in whole or other trading activities,in part, by the Issuers), as more particularly set forth in the Prospectus, the Issuers may not be required to exchange any of the Outstanding Notes tendered hereby and, in such Oldevent, the Outstanding Notes cannotnot exchanged will be exchanged pursuantreturned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offer. In addition, the Issuers may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under "The Exchange Offer—Conditions to the Exchange Offer.Offer" occur.8. Any All authority herein conferred or agreed to be conferred in this Letter of your obligationsTransmittal shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon yourthe successors, assigns, executors,heirs, administrators, trustees in bankruptcy and legal and personal representatives.
Box 6
SPECIAL REGISTRATION INSTRUCTIONS
(See Instructions 4 and 5)Issue: o Outstanding Notes not tendered to:
o Exchange Notes to:
Name(s):
(Please Print or Type)
Address:
(Include Zip Code)Daytime Area Code and Telephone Number.
Taxpayer Identification or Social Security Number:
Box 7
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5)Issue: o Outstanding Notes not tendered to:
o Exchange Notes to:
Name(s):
(Please Print or Type)
Address:
(Include Zip Code)Daytime Area Code and Telephone Number.
Taxpayer Identification or Social Security Number:
Box 8
TENDERING HOLDER(S) SIGN HERE
(Complete Internal Revenue Service ("IRS") Form W-9 or applicable IRS Form W-8)
(Signature(s) of Holder(s))Date: Name(s):
(Please Type or Print)Capacity (full title): Address:
(Including Zip Code)Daytime Area Code and Telephone Number: Taxpayer Identification or Social Security Number:
GUARANTEE OF SIGNATURE(S)
(If Required—See Instruction 4)Authorized Signature: Date: Name: Title: Name of Firm: Address of Firm:
(Include Zip Code)Area Code and Telephone Number: Taxpayer Identification or Social Security Number:
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER1. Book-Entry Confirmations.GeneralAny confirmation Please do not send certificates for Outstanding Notes directly to the Issuers. Your certificates for Outstanding Notes, together with your signed and completed Letter of a book-entry transferTransmittal and any required supporting documents, should be mailed or otherwise delivered to the Exchange Agent’s accountAgent at DTCthe address set forth on the first page hereof. The method of Olddelivery of Outstanding Notes, tenderedthis Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.well as an agent’s message,the owner of the Outstanding Notes) may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, must be received byto the Exchange Agent at its address set forth hereinabove on or prior to 12:01 A.M.the Expiration Date, (ii) complying with the procedure for book-entry transfer described below or (iii) complying with the guaranteed delivery procedures described below.City time, onStock Exchange trading days after the Expiration Date, the Letter of Transmittal, or a facsimile thereof, together with the Outstanding Notes or a book-entry confirmation, and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Guarantor Institution with the Exchange Agent; or (iii) the Exchange Agent receives a properly completed and executed Letter of Transmittal, or facsimile thereof and the certificate(s) representing all tendered Outstanding Notes in proper form or a confirmation of book-entry transfer of the Outstanding Notes into the Exchange Agent's account at the appropriate book-entry transfer facility and all other documents required by this Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.Tenders.Tenders; Withdrawals.OldOutstanding Notes will be accepted only in denominationsthe principal amount of $2,000 and integral multiples of $1,000 in excess thereof. TheIf less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder(s) must fill in the aggregate principal amount of OldOutstanding Notes tendered in the column entitled "Description of Outstanding Notes Tendered Herewith" in Box 1 above. A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder promptly after the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise communicatedclearly indicated. Outstanding Notes tendered pursuant to the Exchange Agent. IfOffer may be withdrawn at any time prior to the entire aggregateExpiration Date, after which tenders of Outstanding Notes are irrevocable.all Oldsuch Outstanding Notes, is not tendered, then Oldor, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes forand the aggregate principal amount of OldOutstanding Notes notrepresented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; (v) specify the name in which any such Outstanding Notes are to be registered, if different from that of the withdrawing holder; and (vi) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of withdrawal. If Outstanding Notes have been tendered and New Notes issued in exchange for any Old Notes accepted will be deliveredpursuant to the holder viaprocedure for book-entry transfer, any notice of withdrawal must specify the facilitiesname and number of DTC promptly after the Oldaccount at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes are accepted for exchange.3. Validity of Tenders.(includingof notices of withdrawals, including time of receipt), acceptance, and withdrawal of tendered Old Notesreceipt, will be determined by the Issuers, in their sole discretion, whichand such determination will be final and binding on all parties.reject anywaive, in whole or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of counsel for the Issuers, be unlawful. The Issuers also reserve the absolute right to waivepart, any of the conditions ofto the Exchange Offer or any defect or irregularityset forth in the Prospectus.of any Oldas to particular Outstanding Notes. The Issuers’Issuers' interpretation of the terms and conditions of the Exchange Offer (including the instructions onin this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of OldOutstanding Notes must be cured within such time as theOldOutstanding Notes, neithernone of the Issuers, the Exchange Agent noror any other person shall beis under any dutyobligation to give notification of any defects or irregularities in tenders orsuch notice nor shall they incur any liability for failure to give such notification. Tenders of OldOutstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any OldOutstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders via the facilities of DTCholder promptly following the Expiration Date., 2013the date that is 90 days from the date of this prospectus, all dealers that effecteffects transactions in the new notes,these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’dealers' obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.Crestwood Midstream Partners LPCrestwood Midstream Finance Corp.Table of Contentsup to$500,000,000 of 6.0% Senior Notes due 2020that have been registered under the Securities Act of 1933for$500,000,000 of 6.0% Senior Notes due 2020that have not been registered under the Securities Act of 1933PARTPart II
INFORMATION NOT REQUIRED IN PROSPECTUSItem 20.Indemnification of Directors and Officers.(“CMGP”("CMLP GP"), the general partner of Crestwood Midstream LP, provides that CMGPCMLP GP will, to the extent deemed advisable by CMGP’sCMLP GP's board of directors, indemnify any person who is or was an officer or director of CMGP,CMLP GP, the record holder of CMGP’sCMLP GP's voting shares, and any person who is or was an officer, director or affiliate of the record holder of CMGP’sCMLP GP's voting shares, from liabilities arising by reason of such person’sperson's status, provided that the indemnitee acted in good faith and in a manner which such indemnitee believed to be in, or not opposed to, the best interests of CMGPCMLP GP and, with respect to any criminal proceeding, had no reasonable cause to believe such indemnitee’sindemnitee's conduct was unlawful. Such liabilities include any and all losses, claims, damages, liabilities (joint or several), expenses (including, without limitation, legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts. Officers and directors of CMGPCMLP GP are also indemnified by Crestwood Midstream LP, as described below.CMGPCMLP GP pursuant to the foregoing provisions, CMGPCMLP GP has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.CrestwoodDelaware Limited Liability Company GuarantorsLPSection 17-108GP LLC." The limited liability company agreement of each Delaware limited liability company that is a registrant hereunder provides generally for the indemnification of the Delaware Revised Limited Partnership Act provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a Delawaremembers of each respective limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. The partnership agreement of Crestwood Midstream LP provides that, in most circumstances, we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:liability company.our general partners;any departing general partner;any person who is or was an affiliate of our general partners or any departing general partner;any person who is or was a member, partner, officer, director employee, agent or trustee of our general partners or any departing general partner or any affiliate of our general partners or any departing general partner; orany person who is or was serving at the request of our general partners or any departing general partners or any affiliate of a general partner or any departing general partner as an officer, director, employee, member, partner, agent or trustee of another person.II-1attorneys’attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’sperson's conduct was unlawful. Section 145(b) of the DGCL provides that a Delaware corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’attorneys' fees) actually and reasonably incurred by the person in connection withII-2person’sperson's status as such, whether or not the corporation would have the power to indemnify such person against such liability under section 145 of the DGCL. Also, the bylaws of Crestwood Midstream Finance Corp. provide for the indemnification of directors and officers of and such directors and officers who serve at the request of the company as directors, officers, employees or agents of any other enterprise against certain liabilities under certain circumstances.’s's charter documents is to provide indemnification to officers and directors for liabilities that may arise by reason of their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit.Central Crestwood Storage Inc.Oil and GasRegistrantL.L.C.Central New York Oil and Gas Company, L.L.C.LLC is formed under the laws of the State of New York. Section 420 of the New York Limited Liability Company Law provides that a limited liability company may, and shall have the power to, indemnify and hold harmless, and advance expenses to, any member, manager or other person, or any testator or intestate of such member, manager or other person, from and against any and all claims and demands whatsoever;provided,however, that no indemnification may be made to or on behalf of any member, manager or other person if a judgment or other final adjudication adverse to such member, manager or other person establishes: (a) that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (b) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.Central New York Oil and GasStagecoach Pipeline & Storage Company L.L.C.LLC provides, to the fullest extent authorized by the New York Limited Liability Company Law, for the indemnification of any member, manager, officer or employee of the companies from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the companies.Exhibits and Financial Statement Schedules.(a) Exhibits:Reference is made The exhibits required to be filed pursuant to the requirements of Item 601 of Regulation S-K are set forth in the Index to Exhibits following the signature pages hereto, which Index to Exhibits is hereby incorporated intoaccompanying this item.registration statement.(b) Financial Statement Schedules:None.(c) Report, Opinion or Appraisal:None.II-3Item 22.Undertakings.Toto file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:Toto include any prospectus required by sectionSection 10(a)(3) of the Securities Act;Toto reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the CommissionSEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20%a 20 percent change in the maximum aggregate offering price set forth in the “Calculation"Calculation of Registration Fee”Fee" table in the effective registration statement; andToto include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.That,that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.thereof;Toto remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.offering;That,that, for the purpose of determining liability under the Securities Act to any purchaser, if the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, effectiveness;provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of theuse.use; andThat,that, for the purpose of determining liability of the registrantsregistrant under the Securities Act to any purchaser in the initial distribution of the securities:Each ofsecurities, the undersigned registrantsregistrant undertakes that in a primary offering of securities of the undersigned registrantsregistrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrantsregistrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:Anyany preliminary prospectus or prospectus of the undersigned registrantsregistrant relating to the offering required to be filed pursuant to Rule 424;II-4Anyany free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrantsregistrant or used or referred to by the undersigned registrants;registrant;Thethe portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrantsregistrant or theirits securities provided by or on behalf of the undersigned registrants;registrant; andAnyany other communication that is an offer in the offering made by the undersigned registrantsregistrant to the purchaser. Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of a registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of anythe registrant pursuant to the foregoing provisions, or otherwise, each of the undersigned registrantsregistrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by athe registrant of expenses incurred or paid by a director, officer or controlling person of suchthe registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.(d) Each of the undersigned registrants hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.(e) (c) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to ItemsItem 4, 10(b), 11 or 13 of Form S-4 within one business day of receipt of such request and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.(f) (d) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.II-5SIGNATURESKansas City,Houston, State of Missouri,Texas, on the 28th7th day of October, 2013.March, 2016.CRESTWOOD MIDSTREAM PARTNERS LP By:
By:
Crestwood Midstream GP LLC,
its general partnerBy:
By:
/s/ Michael J. CampbellName:Michael J. CampbellTitle:ROBERT HALPIN
Robert Halpin
Senior Vice President and Chief Financial OfficerCOWTOWN GAS PROCESSING PARTNERS L.P.COWTOWN PIPELINE PARTNERS L.P.By:CRESTWOOD GAS SERVICES OPERATING GP LLC, its general partnerBy:CRESTWOOD GAS SERVICES OPERATING LLC, its sole memberBy:CRESTWOOD MIDSTREAM PARTNERS LP,its sole memberBy:CRESTWOOD MIDSTREAM GP LLC,its general partnerCRESTWOOD GAS SERVICES OPERATING GP LLCBy:CRESTWOOD GAS SERVICES OPERATING LLC, its sole memberBy:CRESTWOOD MIDSTREAM PARTNERS LP,its sole memberBy:CRESTWOOD MIDSTREAM GP LLC,its general partnerCRESTWOOD GAS SERVICES OPERATING LLCCRESTWOOD NEW MEXICO PIPELINE LLCCRESTWOOD PIPELINE LLCCRESTWOOD SABINE PIPELINE LLCCRESTWOOD APPALACHIA PIPELINE LLCCRESTWOOD MARCELLUS PIPELINE LLCII-6By:CRESTWOOD MIDSTREAM PARTNERS LP,its sole memberBy:CRESTWOOD MIDSTREAM GP LLC,its general partnerCRESTWOOD PANHANDLE PIPELINE LLCCRESTWOOD ARKANSAS PIPELINE LLCBy:CRESTWOOD PIPELINE LLC,its sole memberBy:CRESTWOOD MIDSTREAM PARTNERS LP,its sole memberBy:CRESTWOOD MIDSTREAM GP LLC,its general partnerSABINE TREATING, LLCBy:CRESTWOOD SABINE PIPELINE LLC,its sole memberBy:CRESTWOOD MIDSTREAM PARTNERS LP,its sole memberBy:CRESTWOOD MIDSTREAM GP LLC,its general partnerCRESTWOOD MARCELLUS MIDSTREAM LLCBy:CRESTWOOD MARCELLUS PIPELINE LLC,its memberBy:CRESTWOOD MARCELLUS HOLDINGS LLC,its memberE. MARCELLUS ASSET COMPANY, LLCBy:CRESTWOOD MARCELLUS MIDSTREAM LLC,its sole memberBy:/s/ Michael J. CampbellMichael J. CampbellSenior Vice President and ChiefFinancial OfficerII-7G. PhillipsHalpin and Michael J. Campbell,Joel C. Lambert, and each of them, any of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them of their or his substitute and substitutes, may lawfully do or cause to be done by virtue hereof.28th7th day of October, 2013.March, 2016.Signature/s/ ROBERT G. PHILLIPS
Robert G. Phillips Title/s/ Robert G. PhillipsRobert G. Phillips(Principal of Crestwood Midstream GP LLC (Principal Executive Officer)
/s/ Michael J. CampbellMichael J. Campbell
Robert Halpin
Senior Vice President and Chief Financial Officer(Principal of Crestwood Midstream GP LLC (Principal Financial Officer)
/s/ STEVEN M. DOUGHERTY
Steven M. DoughertySteven M. Dougherty
Senior Vice President and Chief Accounting Officer(Principal of Crestwood Midstream GP LLC (Principal Accounting Officer)/s/ John J. ShermanJohn J. ShermanDirector/s/ Michael G. FranceMichael G. FranceDirector/s/ Alvin BledsoeAlvin BledsoeDirector/s/ Philip D. GettigPhilip D. GettigDirector/s/ David LumpkinsDavid LumpkinsDirectorII-8SIGNATURESKansas City,Houston, State of Missouri,Texas, on the 28th7th day of October, 2013.March, 2016.CRESTWOOD MIDSTREAM FINANCE CORP. INERGY STORAGE, INC.
By:
/s/ Michael J. CampbellName:Michael J. CampbellTitle:ROBERT HALPIN
Robert Halpin
Senior Vice President and Chief Financial OfficerG. PhillipsHalpin and Michael J. Campbell,Joel C. Lambert, and each of them, any of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them of their or his substitute and substitutes, may lawfully do or cause to be done by virtue hereof.28th7th day of October, 2013.March, 2016.Signature/s/ ROBERT G. PHILLIPS
Robert G. Phillips Title/s/ Robert G. PhillipsRobert G. Phillipsand Sole Director (Principal
/s/ Michael J. CampbellMichael J. Campbell
Robert Halpin
Senior Vice President and Chief Financial Officer(Principal (Principal Financial Officer)
/s/ STEVEN M. DOUGHERTY
Steven M. DoughertySteven M. Dougherty
Senior Vice President and Chief Accounting Officer(Principal (Principal Accounting Officer)II-9SIGNATUREStheeach undersigned registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City,Houston, State of Missouri,Texas, on the 28th7th day of October, 2013.March, 2016.ARLINGTON STORAGE COMPANY, LLC CENTRAL
ARROW FIELD SERVICES, LLC
ARROW MIDSTREAM HOLDINGS, LLC
ARROW PIPELINE, LLC
ARROW WATER, LLC
CMLP TRES MANAGER LLC
CMLP TRES OPERATOR LLC
COWTOWN GAS PROCESSING PARTNERS L.P.
COWTOWN PIPELINE PARTNERS L.P.
CRESTWOOD APPALACHIA PIPELINE LLC
CRESTWOOD ARKANSAS PIPELINE LLC
CRESTWOOD CRUDE LOGISTICS LLC
CRESTWOOD CRUDE SERVICES LLC
CRESTWOOD CRUDE TERMINALS LLC
CRESTWOOD CRUDE TRANSPORTATION LLC
CRESTWOOD DAKOTA PIPELINES LLC
CRESTWOOD GAS MARKETING LLC
CRESTWOOD GAS SERVICES OPERATING GP LLC
CRESTWOOD GAS SERVICES OPERATING LLC
CRESTWOOD MARCELLUS MIDSTREAM LLC
CRESTWOOD MARCELLUS PIPELINE LLC
CRESTWOOD MIDSTREAM OPERATIONS LLC
CRESTWOOD NEW YORK OIL AND GAS
CRESTWOOD OHIO MIDSTREAM PIPELINE LLC
CRESTWOOD OPERATIONS LLC
CRESTWOOD PANHANDLE PIPELINE LLC
CRESTWOOD PIPELINE EAST LLC
CRESTWOOD PIPELINE LLC
CRESTWOOD SABINE PIPELINE LLC
CRESTWOOD SALES & SERVICES INC.
CRESTWOOD SERVICES LLC
CRESTWOOD STORAGE INC.
CRESTWOOD TRANSPORTATION LLC
CRESTWOOD WEST COAST LLC
E. MARCELLUS ASSET COMPANY, L.L.C.
FINGER LAKES LPG STORAGE, LLCINERGY GAS MARKETING,
SABINE TREATING, LLCINERGY
STAGECOACH PIPELINE EAST,& STORAGE COMPANY LLC
STELLAR PROPANE SERVICE, LLC
US SALT, LLCINERGY CRUDE LOGISTICS, LLCINERGY TERMINALS, LLCINERGY DAKOTA PIPELINE, LLCINERGY MIDSTREAM OPERATIONS, LLCBy:
By:
/s/ Michael J. CampbellName:Michael J. CampbellTitle:ROBERT HALPIN
Robert Halpin
Senior Vice President and Chief Financial OfficerG. PhillipsHalpin and Michael J. Campbell,Joel C. Lambert, and each of them, any of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them of their or his substitute and substitutes, may lawfully do or cause to be done by virtue hereof.28th7th day of October, 2013.March, 2016.Signature/s/ ROBERT G. PHILLIPS
Robert G. Phillips Title/s/ Robert G. PhillipsRobert G. Phillips and Chief Executive Officer andRepresentative (Principal Executive Officer)
/s/ Michael J. CampbellMichael J. Campbell
Robert Halpin
Senior Vice President and Chief Financial Officer(Principal (Principal Financial Officer)
/s/ STEVEN M. DOUGHERTY
Steven M. DoughertySteven M. Dougherty
Senior Vice President and Chief Accounting Officer(Principal (Principal Accounting Officer)II-10Exhibit
NumberDescription Description2.1 Agreement and Plan of Merger, dated as of May 5, 2013,2015, by and among Inergy Midstream, L.P., NRGMCrestwood Equity Partners LP, Crestwood Equity GP LLC, Intrepid Merger Sub,CEQP ST SUB LLC, Inergy, L.P., Crestwood HoldingsMGP GP, LLC, Crestwood Midstream Holdings LP, Crestwood Midstream Partners LP, Crestwood Midstream GP LLC and Crestwood Gas Services GP LLC (incorporated herein by reference to Exhibit 2.1 to Inergy Midstream, L.P.’s Form 8-K filed on May 9, 2013).6, 2015)3.1
Certificate
4.1
Indenture, dated as of Limited Partnership of Inergy Midstream, L.P. (incorporated herein by reference to Exhibit 3.4 to Inergy Midstream, L.P.’s Form S-1/A filed on November 21, 2011).3.1.1Amendment to the Certificate of Limited Partnership ofMarch 23, 2015, among Crestwood Midstream Partners LP, (the “Partnership”) (f/k/a Inergy Midstream, L.P.) (incorporated herein by reference to Exhibit 3.2 to the Partnership’s Form 8-K filed on October 10, 2013).3.2First Amended and Restated Agreement of Limited Partnership of Inergy Midstream, L.P. (incorporated herein by reference to Exhibit 4.2 to Inergy Midstream, L.P.’s Form S-8 filed on December 21, 2011).3.2.1Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Inergy Midstream, L.P. (incorporated herein by reference to Exhibit 3.1 to Inergy Midstream, L.P.’s Form 8-K filed on October 1, 2013).3.2.2Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of the Partnership (incorporated herein by reference to Exhibit 3.1 to the Partnership’s Form 8-K filed on October 10, 2013).3.3**Certificate of Incorporation of NRGM Finance Corp.3.3.1*Certificate of Merger of Crestwood Midstream Finance Corporation with and into NRGM Finance Corp.3.4**Bylaws of NRGM Finance Corp.3.5Certificate of Formation of Arlington Storage Company, LLC (incorporated herein by reference to Exhibit 3.49 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.6First Amended and Restated Limited Liability Company Agreement of Arlington Storage Company, LLC (incorporated herein by reference to Exhibit 3.50 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.7Articles of Organization of Central New York Oil And Gas Company, L.L.C. (incorporated herein by reference to Exhibit 3.40 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.8Certificate of Amendment of Articles of Organization of Central New York Oil and Gas Company, L.L.C. (incorporated herein by reference to Exhibit 3.41 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.9Second Amended and Restated Operating Agreement of Central New York Oil and Gas Company, L.L.C. (incorporated herein by reference to Exhibit 3.42 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.10Certificate of Formation of Finger Lakes LPG Storage, LLC (incorporated herein by reference to Exhibit 3.14 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.11Certificate of Amendment to Certificate of Formation of Finger Lakes LPG Storage, LLC (incorporated herein by reference to Exhibit 3.15 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.12Limited Liability Company Agreement of Finger Lakes LPG Storage, LLC (incorporated herein by reference to Exhibit 3.16 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).ExhibitNumberDescription3.13Certificate of Organization of Inergy Gas Marketing, LLC (incorporated herein by reference to Exhibit 3.17 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.14Certificate of Amendment to Certificate of Formation of Inergy Gas Marketing, LLC (incorporated herein by reference to Exhibit 3.18 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.15Certificate of Amendment of Articles of Organization of Inergy Gas Marketing, LLC (incorporated herein by reference to Exhibit 3.19 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.16Amended and Restated Limited Liability Company of Inergy Gas Marketing, LLC (incorporated herein by reference to Exhibit 3.20 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.17Certificate of Formation of Inergy Pipeline East, LLC (incorporated herein by reference to Exhibit 3.23 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.18Limited Liability Company Agreement of Inergy Pipeline East, LLC (incorporated herein by reference to Exhibit 3.24 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.19Certificate of Incorporation of Inergy Storage, Inc. (incorporated herein by reference to Exhibit 3.21 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.20Bylaws of Inergy Storage, Inc. (incorporated herein by reference to Exhibit 3.22 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.21Certificate of Formation of US Salt, LLC (incorporated herein by reference to Exhibit 3.45 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.22Certificate of Amendment to Certificate of Formation of US Salt, LLC (incorporated herein by reference to Exhibit 3.46 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.23Certificate of Amendment to Certificate of Formation of US Salt, LLC (incorporated herein by reference to Exhibit 3.47 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.24Second Amended and Restated Limited Liability Company Agreement of US Salt, LLC (incorporated herein by reference to Exhibit 3.48 to Inergy, L.P.’s Form S-4/A filed on April 22, 2011).3.25**Certificate of Formation of Rangeland Energy, LLC.3.26**Certificate of Amendment of Rangeland Energy, LLC.3.27**Amended and Restated Limited Liability Company Agreement of Inergy Crude Logistics, LLC (f/k/a Rangeland Energy, LLC).3.28**Certificate of Formation of Rangeland Pipeline, LLC.3.29**Certificate of Amendment of Rangeland Pipeline, LLC.3.30**Amended and Restated Limited Liability Company Agreement of Inergy Dakota Pipeline, LLC (f/k/a Rangeland Pipeline, LLC).3.31**Certificate of Formation of Rangeland Terminals, LLC.3.32**Certificate of Amendment of Rangeland Terminals, LLC.3.33**Amended and Restated Limited Liability Company Agreement of Inergy Terminals, LLC (f/k/a Rangeland Terminals, LLC).3.34**Certificate of Formation of Inergy Midstream Operations, LLC.3.35**Limited Liability Company Agreement of Inergy Midstream Operations, LLC.ExhibitNumberDescription3.36Certificate of Formation of NRGM GP, LLC (incorporated herein by reference to Exhibit 3.7 to Inergy Midstream, L.P.’s Form S-1/A filed on November 21, 2011).3.37*Certificate of Amendment of Crestwood Midstream GP LLC (f/k/a NRGM GP, LLC).3.38Amended and Restated Limited Liability Company Agreement of NRGM GP, LLC (incorporated by herein by reference to Exhibit 3.2 to Inergy Midstream, L.P.’s 8-K filed on December 21, 2011).3.39*Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Crestwood Midstream GP LLC.3.40*Certificate of Formation of Crestwood Marcellus Pipeline LLC.3.41*Limited Liability Company Agreement of Crestwood Marcellus Pipeline LLC.3.42*Certificate of Formation of Quicksilver Gas Services Operating LLC.3.43*Certificate of Amendment to Certificate of Formation of Crestwood Gas Services Operating LLC (f/k/a Quicksilver Gas Services Operating LLC).3.44*Limited Liability Company Agreement of Quicksilver Gas Services Operating LLC.3.45*First Amendment to Limited Liability Company Agreement of Crestwood Gas Services Operating LLC.3.46*Certificate of Formation of Quicksilver Gas Services Operating GP LLC.3.47*Certificate of Amendment to Certificate of Formation of Crestwood Gas Services Operating GP LLC (f/k/a Quicksilver Gas Services Operating GP LLC).3.48*First Amended and Restated Limited Company Agreement of Quicksilver Gas Services Operating GP LLC.3.49*First Amendment to First Amended and Restated Limited Liability Company Agreement of Crestwood Gas Services Operating GP LLC.3.50*Certificate of Formation of Cowtown Gas Processing Partners L.P.3.51*Amendment to Certificate of Limited Partnership of Cowtown Gas Processing Partners L.P.3.52*Certificate of Amendment of Cowtown Gas Processing Partners L.P.3.53*Certificate of Amendment of Cowtown Gas Processing Partners L.P.3.54*Limited Partnership Agreement of Cowtown Gas Processing Partners L.P.3.55*First Amendment to the Limited Partnership Agreement of Cowtown Gas Processing Partners L.P.3.56*Certificate of Formation of Cowtown Pipeline Partners L.P.3.57*Amendment to Certificate of Limited Partnership of Cowtown Pipeline Partners L.P.3.58*Certificate of Amendment of Cowtown Pipeline Partners L.P.3.59*Certificate of Amendment to Registration of Cowtown Pipeline Partners L.P.3.60*Limited Partnership Agreement of Cowtown Pipeline Partners L.P.3.61*First Amendment to the Limited Partnership Agreement of Cowtown Pipeline Partners L.P.3.62*Certificate of Formation of Crestwood New Mexico Pipeline LLC.3.63*Limited Liability Company Agreement of Crestwood New Mexico Pipeline LLC.3.64*Certificate of Formation of Crestwood Pipeline LLC.ExhibitNumberDescription3.65*Limited Liability Company Agreement of Crestwood Pipeline LLC.3.66*Certificate of Formation of Crestwood Panhandle Pipeline LLC.3.67*Certificate of Correction of Crestwood Panhandle Pipeline LLC.3.68*Limited Liability Company Agreement of Crestwood Panhandle Pipeline LLC.3.69*Certificate of Formation of Crestwood Arkansas Pipeline LLC.3.70*Limited Liability Company Agreement of Crestwood Arkansas Pipeline LLC.3.71*Certificate of Formation of Tristate Sabine, LLC.3.72*Certificate of Amendment of Crestwood Sabine Pipeline LLC (f/k/a Tristate Sabine, LLC).3.73*Certificate of Amendment of Crestwood Sabine Pipeline LLC.3.74*Certificate of Correction of Crestwood Sabine Pipeline LLC.3.75*Second Amended and Restated Limited Liability Company Agreement of Crestwood Sabine Pipeline LLC.3.76*Certificate of Formation of Sabine Treating, LLC.3.77*First Amended and Restated Limited Liability Company Agreement of Sabine Treating, LLC.3.78*Certificate of Formation of Crestwood Appalachia Pipeline LLC.3.79*Limited Liability Company Agreement of Crestwood Appalachia Pipeline LLC.3.80*Certificate of Formation of Crestwood Ohio Midstream Pipeline LLC.3.81*Limited Liability Company Agreement of Crestwood Ohio Midstream Pipeline LLC.3.82*Certificate of Formation of Crestwood Marcellus Midstream LLC.3.83*Amended and Restated Limited Liability Company Agreement of Crestwood Marcellus Midstream LLC.3.84*Certificate of Formation of E. Marcellus Asset Company, LLC.3.85*Second Amended and Restated Limited Liability Company Agreement of E. Marcellus Asset Company, LLC.4.1Indenture, dated as of December 7, 2012, by and among Inergy Midstream, L.P., NRGM Finance Corp., the Guarantors party theretoguarantors named therein and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to Inergy Midstream, L.P.’sCMLP's Form 8-K filed on December 13, 2012)March 26, 2015).4.2
Form of 6.0% Senior Notes due 2020 (incorporated by reference to Exhibit
4.2 to Inergy Midstream, L.P.‘s Form 8-K filed on December 13, 2012).4.3
Registration Rights Agreement, dated as of December 7, 2012,March 23, 2015, by and among InergyCrestwood Midstream L.P., NRGMPartners LP, Crestwood Midstream Finance Corp., the Guarantorsguarantors named therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the Initial Purchasers named thereinseveral initial purchasers, with respect to the 6.25% Senior Notes due 2023 (incorporated herein by reference to Exhibit 4.3 to Inergy Midstream, L.P.’sCMLP's Form 8-K filed on December 13, 2012)March 26, 2015).
4.3
Form of 6.25% Senior Note due 2023 (included in Exhibit 4.1).4.4
First
4.4
Supplemental Indenture, dated as of January 18, 2013, by andMarch 4, 2016, among InergyCrestwood Midstream L.P., NRGMPartners LP, Crestwood Midstream Finance Corp., the Guarantors party thereto and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.4 to Inergy Midstream, L.P.’s Form 10-Q filed on February 6, 2013).4.5**Second Supplemental Indenture dated as of May 22, 2013, by and among Inergy Midstream, L.P., NRGM Finance Corp., the Guarantors party thereto and U.S. Bank National Association.ExhibitNumberDescription4.6*Third Supplemental Indenture, dated as of October 7, 2013, among the Partnership, Crestwood Midstream Finance Corp. (f/k/a NRGM Finance Corp.), the Guarantorsguarantors named therein and U.S. Bank National Association, as trustee.5.1*Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.10.1Omnibus Agreement, dated December 21, 2011, by and among Inergy GP, LLC, Inergy, L.P., NRGM GP, LLC and Inergy Midstream, L.P. (incorporated herein by reference to Exhibit 10.2 to Inergy Midstream, L.P.’s Form 8-K filed on December 21, 2011).10.2Inergy Midstream, L.P. Long-Term Incentive Plan, adopted as of December 21, 2011trustee (incorporated herein by reference to Exhibit 4.3 to Inergy Midstream, L.P.’s Form S-8 filed on December 21, 2011).10.3Inergy Midstream, L.P. Long-Term Incentive Plan Restricted Unit Award Agreement (incorporated herein by reference to Exhibit 4.4 to Inergy Midstream, L.P.’s Form S-8 filed on December 21, 2011).10.4Inergy Midstream, L.P. Employee Unit Purchase Plan, adopted as of December 21, 2011 (incorporated herein by reference to Exhibit 4.5 to Inergy Midstream, L.P.’s Form S-8 filed on December 21, 2011).10.5Tax Sharing Agreement, dated December 21, 2011, by and among Inergy, L.P. and Inergy Midstream, L.P. (incorporated herein by reference to Exhibit 10.6 to Inergy Midstream, L.P.’sCMLP's Form 8-K filed on December 21, 2011)March 7, 2016).
5.1*
Opinion of Vinson & Elkins L.L.P.10.6
Common Unit Purchase Agreement, dated as of November 3, 2012, between Inergy Midstream, L.P. and the Purchasers named therein (incorporated herein by reference to Exhibit 10.1 to Inergy Midstream, L.P.’s Form 8-K filed on November 5, 2012).10.7
12.1*
Registration Rights Agreement, dated as of December 7, 2012, by and among Inergy Midstream, L.P. and the Purchasers named therein (incorporated herein by reference to Exhibit 10.1 to Inergy Midstream, L.P.’s Form 8-K filed on December 13, 2012).10.8Voting Agreement, dated as of May 5, 2013, by and among Inergy Midstream, L.P., NRGM GP, LLC, Intrepid Merger Sub, LLC, Crestwood Gas Services GP LLC, Crestwood Gas Services Holdings LLC, Crestwood Holdings LLC and Crestwood Midstream Partners LP (incorporated herein by reference to Exhibit 10.1 to Inergy Midstream, L.P.’s Form 8-K filed on May 9, 2013).10.9Option Agreement, dated as of May 5, 2013, by and among Inergy, L.P., Inergy Midstream, L.P., NRGM GP, LLC, Intrepid Merger Sub, LLC, Crestwood Gas Services GP LLC, Crestwood Gas Services Holdings LLC and Crestwood Holdings LLC (incorporated herein by reference to Exhibit 10.2 to Inergy Midstream, L.P.’s Form 8-K filed on May 9, 2013).10.10Credit Agreement, dated October 7, 2013, by and among the Partnership, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated herein by reference to Exhibit 4.1 to the Partnership’s Form 8-K filed on October 10, 2013).10.11Assignment and Conveyance, effective April 30, 2007, between Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P. (incorporated herein by reference to Exhibit 10.13 to Form S-1/A of Crestwood Midstream Partners LP, File No. 333-140599, filed on July 30, 2007).10.12Form of Assignment between Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P. (incorporated herein by reference to Exhibit 10.14(a) to Form S-1/A of Crestwood Midstream Partners LP, File No. 333-140599, filed on July 30, 2007).10.13Schedule of Assignments, effective April 30, 2007, between Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P. (incorporated herein by reference to Exhibit 10.14(b) to Form S-1/A of Crestwood Midstream Partners LP, File No. 333-140599, filed on July 30, 2007).ExhibitNumberDescription10.14Subordinated Promissory Note, dated August 10, 2007, made by Quicksilver Gas Services LP payable to the order of Quicksilver Resources Inc. (incorporated herein by reference to Exhibit 10.2 to Form 8-K of Crestwood Midstream Partners LP filed on August 16, 2007).10.15Omnibus Agreement, dated August 10, 2007, among Quicksilver Gas Services LP, Quicksilver Gas Services GP LLC and Quicksilver Resources Inc. (incorporated herein by reference to Exhibit 10.4 to Form 8-K of Crestwood Midstream Partners LP filed on August 16, 2007).10.16Omnibus Agreement, dated October 8, 2010, by and among Crestwood Midstream Partners LP, Crestwood Gas Services GP LLC and Crestwood Holdings Partners, LLC (incorporated herein by reference to Exhibit 3.1 to Form 8-K of Crestwood Midstream Partners LP filed on October 13, 2010).10.17Extension Agreement, dated December 3, 2008, between Quicksilver Gas Services LP and Quicksilver Resources Inc. (incorporated herein by reference to Exhibit 10.8 to Form 10-K of Crestwood Midstream Partners LP for the year ended December 31, 2009 filed on March 15, 2010).10.18Option, Right of First Refusal, and Waiver in Amendment to Omnibus Agreement and Gas Gathering and Processing Agreement, dated June 9, 2009, among Quicksilver Resources Inc., Quicksilver Gas Services LP, Quicksilver Gas Services GP LLC, Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P. (incorporated herein by reference to Exhibit 10.1 to Form 8-K of Crestwood Midstream Partners LP filed on June 11, 2009).10.19Waiver, dated November 19, 2009, by Quicksilver Gas Services GP LLC (incorporated herein by reference to Exhibit 10.1 to Form 8-K of Crestwood Midstream Partners LP filed on November 23, 2009).10.20Waiver, dated November 19, 2009, by Quicksilver Resources Inc. (incorporated herein by reference to Exhibit 10.2 to Form 8-K of Crestwood Midstream Partners LP filed on November 23, 2009).10.21Contribution, Conveyance and Assumption Agreement, dated August 10, 2007, by and among Quicksilver Gas Services LP, Quicksilver Gas Services GP LLC, Cowtown Gas Processing L.P., Cowtown Pipeline L.P., Quicksilver Gas Services Holdings LLC, Quicksilver Gas Services Operating GP LLC, Quicksilver Gas Services Operating LLC and the private investors named therein (incorporated herein by reference to Exhibit 10.3 to Form 8-K of Crestwood Midstream Partners LP filed on August 16, 2007).10.22Sixth Amended and Restated Gas Gathering and Processing Agreement, dated September 1, 2008, among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P. (incorporated herein by reference to Exhibit 10.1 to Form 10-Q of Crestwood Midstream Partners LP for the quarter ended September 30, 2008 filed on November 6, 2008).10.23Second Amendment to the Sixth Amended and Restated Gas Gathering and Processing Agreement, dated as of October 1, 2010, by and among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P. (incorporated herein by reference to Exhibit 10.16 to Form 10-K of Crestwood Midstream Partners LP for the year ended December 31, 2010 filed on February 25, 2011).10.24Gas Gathering Agreement, effective December 1, 2009, between Cowtown Pipeline L.P. and Quicksilver Resources Inc. (incorporated herein by reference to Exhibit 10.1 to Form 8-K of Crestwood Midstream Partners LP filed on January 8, 2010).10.25Amendment to Gas Gathering Agreement, dated as of October 1, 2010, by and between Quicksilver Resources Inc. and Cowtown Pipeline Partners L.P. (incorporated herein by reference to Exhibit 10.18 to Form 10-K of Crestwood Midstream Partners LP for the year ended December 31, 2010 filed on February 25, 2011).ExhibitNumberDescription10.26Addendum and Amendment to Gas Gathering and Processing Agreement Mash Unit Lateral, effective as of January 1, 2009, by and among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P. (incorporated herein by reference to Exhibit 10.15 to Form 10-K of Crestwood Midstream Partners LP for the year ended December 31, 2009 filed on March 15, 2010).10.27Joint Operating Agreement, dated October 1, 2010, but effective as of July 1, 2010, between Quicksilver Resources Inc., Quicksilver Gas Services LP and Quicksilver Gas Services GP LLC (incorporated herein by reference to Exhibit 10.20 to Form 10-K of Crestwood Midstream Partners LP for the year ended December 31, 2010 filed on February 25, 2011).10.28+Letter Agreement, dated December 29, 2011, between Crestwood Holdings Partners, LLC and Robert T. Halpin (incorporated herein by reference to Exhibit 10.19 to Form 10-K of Crestwood Midstream Partners LP filed on February 28, 2013).10.29+Letter Agreement, dated July 30, 2012, between Crestwood Holdings Partners, LLC and J. Heath Deneke (incorporated herein by reference to Exhibit 10.20 to Form 10-K of Crestwood Midstream Partners LP filed on February 28, 2013).10.30+Separation Agreement and Release, dated February 5, 2013, by and among Crestwood Midstream Partners, LP, Crestwood Gas Services GP LLC and Crestwood Holdings Partners, LLC and William G. Manias (incorporated herein by reference herein to Exhibit 10.1 to Form 8-K of Crestwood Midstream Partners LP filed on February 8, 2013).10.31Guarantee, dated as of February 24, 2012, by Crestwood Holdings LLC and Crestwood Midstream Partners LP, in favor of Antero Resources Appalachian Corporation (incorporated herein by reference to Exhibit 10.1 to Form 8-K of Crestwood Midstream Partners LP filed on February 28, 2012).10.32Gas Gathering and Compression Agreement, dated as of January 1, 2012, by and between Antero Resources Appalachian Corporation and Crestwood Marcellus Midstream LLC (incorporated herein by reference to Exhibit 10.23 to Form 10-K of Crestwood Midstream Partners LP filed on February 28, 2013).10.33+Fourth Amended and Restated Crestwood Midstream Partners LP 2007 Equity Plan, dated May 11, 2012 (incorporated herein by reference to Exhibit 10.1 to Form 8-K of Crestwood Midstream Partners LP filed on May 15, 2012).10.34+Form of Phantom Unit Award Agreement for Directors (3-year) (incorporated herein by reference to Exhibit 10.24 to Form 10-K of Crestwood Midstream Partners LP for the year ended December 31, 2010 filed on February 25, 2011).10.35+Form of Phantom Unit Award Agreement for Directors (1-year) (incorporated herein by reference to Exhibit 10.25 to Form 10-K of Crestwood Midstream Partners LP for the year ended December 31, 2010 filed on February 25, 2011).10.36+Form of Phantom Unit Award Agreement for Non-Directors (Cash) (incorporated herein by reference to Exhibit 10.26 to 10-K of Crestwood Midstream Partners LP for the year ended December 31, 2010 filed on February 25, 2011).10.37+Form of Phantom Unit Award Agreement for Non-Directors (Units) (incorporated herein by reference to Exhibit 10.27 to Form 10-K of Crestwood Midstream Partners LP for the year ended December 31, 2010 filed on February 25, 2011).10.38+Form of Phantom Unit Award Agreement for Non-Directors (Restricted Units) (incorporated herein by reference to Exhibit 10.28 to Form 10-K of Crestwood Midstream Partners LP for the year ended December 31, 2011 filed on March 1, 2012).ExhibitNumberDescription10.39+Form of Indemnification Agreement by and between Crestwood Midstream Partners LP and its officers and directors (incorporated herein by reference to Exhibit 10.28 to Form 10-K of Crestwood Midstream Partners LP for the year ended December 31, 2010 filed on February 25, 2011).10.40Payment Agreement dated as of May 5, 2013, by and between Crestwood Midstream Partners LP and Crestwood Holdings LLC (incorporated herein by reference to Exhibit 10.2 to Form 8-K of Crestwood Midstream Partners LP filed May 9, 2013).10.41+Letter Agreement dated May 3, 2013, between Crestwood Holdings Partners, LLC and Steven M. Dougherty (incorporated herein by reference to Exhibit 10.2 to Form 10-Q of Crestwood Midstream Partners LP for the quarter ended March 31, 2013).10.42Purchase and Sale Agreement, dated June 21, 2013 by and between RKI Exploration & Production, LLC, Crestwood Niobrara LLC and Crestwood Midstream Partners LP (incorporated herein by reference to Exhibit 10.1 to Form 8-K of Crestwood Midstream Partners LP filed June 24, 2013).10.43Amended and Restated Limited Liability Company Agreement of Crestwood Niobrara LLC, dated July 19, 2013 (incorporated herein by reference to Exhibit 10.2 to Form 8-K of Crestwood Midstream Partners LP filed on June 22, 2013).10.44Registration Rights Agreement by and between Crestwood Midstream Partners LP and Aircraft Services Corporation, dated July 19, 2013 (incorporated herein by reference to Exhibit 10.2 to Form 8-K of Crestwood Midstream Partners LP filed on June 22, 2013).10.45Purchase and Sale Agreement, dated June 21, 2013 by and between RKI Exploration & Production, LLC, Crestwood Niobrara LLC and Crestwood Midstream Partners LP (incorporated herein by reference to Exhibit 10.1 to Form 8-K of Crestwood Midstream Partners LP filed on June 24, 2013).12.1**Computation of ratio of earnings to fixed charges of Inergy Midstream, L.P.12.2
Computation
21.1*
List of ratio of earnings to fixed chargessubsidiaries of Crestwood Midstream Partners LP (incorporated herein by reference to Exhibit 12.1 to Form 10-Q of Crestwood Midstream Partners LP filed on August 8, 2013).21.1*
List of subsidiaries of the Partnership.
23.1*23.1*
Consent of Ernst & Young LLP.LLP23.2*
Consent of Weaver & Tidwell, L.L.P.
23.2*23.3*Consent of Deloitte & Touche LLP.23.4*
Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1).24.1*
Power
24.1*
Powers of Attorney (included in the signature pages to this registration statement).25.1**
Form T-1
25.1*
Statement of Eligibility and Qualification under the Trust Indenture Acton Form T-1 of 1939 of the Trustee under the Indenture.U.S. Bank National Association99.1*
99.1*
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.2*
Form of Transmittal (included as Annex ALetter to the prospectus).Clients
99.3*
Form of Notice of Guaranteed Delivery*Filed herewith.**Previously filed.+Management contract or compensatory plan or arrangement.