CLASS C UNIT PURCHASE AGREEMENT

EX-10.1 3 h79882aexv10w1.htm EX-10.1 exv10w1

Exhibit 10.1

EXECUTION VERSION

CLASS C UNIT
PURCHASE AGREEMENT

by and among

Crestwood Midstream Partners LP

and

THE PURCHASERS PARTY HERETO

February 18, 2011

TABLE OF CONTENTS


	Page
ARTICLE I. DEFINITIONS		1
Section 1.1 Definitions		1
ARTICLE II. AGREEMENT TO SELL AND PURCHASE		5
Section 2.1 Sale and Purchase		5
Section 2.2 Consideration		6
Section 2.3 Closing		6
Section 2.4 Independent Obligations		6
ARTICLE III. REPRESENTATIONS AND WARRANTIES RELATED TO SELLER		6
Section 3.1 Existence		6
Section 3.2 Purchased Units; Capitalization and Valid Issuance		7
Section 3.3 Seller Commission Documents		9
Section 3.4 No Conflicts		9
Section 3.5 Authority		10
Section 3.6 Approvals		10
Section 3.7 Investment Company Status		11
Section 3.8 Certain Fees		11
Section 3.9 No Side Agreements		11
Section 3.10 MLP Status		11
Section 3.11 Valid Private Placement		11
Section 3.12 Litigation		11
Section 3.13 No Material Adverse Change		11
Section 3.14 No Integration		11
Section 3.15 Taxes		12
Section 3.16 Form S-3 Eligibility		12
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASERS		12
Section 4.1 Existence		12
Section 4.2 No Conflicts		12
Section 4.3 Authority		13
Section 4.4 No Side Agreements		13
Section 4.5 Investment		13
Section 4.6 Nature of Purchaser		14
Section 4.7 Receipt of Information		14
Section 4.8 Legend		14
Section 4.9 Certain Fees		14
Section 4.10 Restricted Securities		14
Section 4.11 Short Selling		15
ARTICLE V. CLOSING CONDITIONS		15
Section 5.1 Conditions to the Closing		15
Section 5.2 Seller Deliveries		17
Section 5.3 Purchasers’ Deliveries		18
ARTICLE VI. COVENANTS		18
Section 6.1 Seller Lock-Up/Subsequent Issuances of Units		18
Section 6.2 Purchasers’ Lock-Ups		19
Section 6.3 Trading Activities		19
Section 6.4 Taking of Necessary Action		19
Section 6.5 Non-Disclosure; Interim Public Filings		19

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TABLE OF CONTENTS


	Page
ARTICLE VII. INDEMNIFICATION		19
Section 7.1 Indemnification by Seller		19
Section 7.2 Indemnification by Purchasers		20
Section 7.3 Indemnification Procedures		20
Section 7.4 Survival		21
ARTICLE VIII. MISCELLANEOUS		21
Section 8.1 Interpretation of Provisions		21
Section 8.2 Survival		22
Section 8.3 No Waiver; Modifications in Writing		22
Section 8.4 Binding Effect; Assignment		22
Section 8.5 Confidentiality		23
Section 8.6 Communications		23
Section 8.7 Entire Agreement		24
Section 8.8 Governing Law		24
Section 8.9 Execution in Counterparts		24
Section 8.10 Costs and Expenses		24
Section 8.11 Short Selling Acknowledgement and Agreement		25
Section 8.12 Distributions		25
Section 8.13 Removal of Legend		25
Section 8.14 Adjustment of the Class C Units		25
Section 8.15 Termination		26


Exhibit A —		Form of Registration Rights Agreement
Exhibit B —		Major Acquisition Agreement
Exhibit C —		Form of Partnership Agreement Amendment
Exhibit D —		Form of Opinion of Locke Lord Bissell & Liddell LLP
Schedule 2.1 —		List of Purchasers and Commitment Amounts
Schedule 5.1(a)(v) —		Bridge Facility Commitment Letter
Schedule 8.6 —		Purchasers’ Notice and Contact Information

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CLASS C UNIT
PURCHASE AGREEMENT

This CLASS C UNIT PURCHASE AGREEMENT is made and entered into as of February 18, 2011 (this “Agreement”), by and among Crestwood Midstream Partners LP, a Delaware limited partnership (“Seller”), and the Purchasers listed on Schedule 2.1 hereto (each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, Seller desires to sell to the Purchasers, and the Purchasers desire to purchase from Seller, certain Class C Units (as defined below), subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and each of the Purchasers, severally and not jointly, hereby agree as follows:

ARTICLE I.
DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“8-K Filing” shall have the meaning specified in Section 6.5.

“Action” against a Person means any lawsuit, action, proceeding, investigation or complaint before any court, governmental authority, mediator or arbitrator.

“Affiliate” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by,” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” shall have the meaning specified in the Preamble.

“Basic Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Partnership Agreement Amendment and any and all other agreements or instruments executed and delivered by the Parties hereunder or thereunder.

“Business Day” means any day other than a Saturday, Sunday or a legal holiday or other date on which the NYSE does not open for trading.

“Class B Units” means the Class B Units representing limited partnership interests in Seller having the rights and obligations specified in the Partnership Agreement.

“Class C Units” means the Class C Units representing limited partnership interests in Seller having the rights and obligations specified in the Partnership Agreement Amendment.

“Class C Unit Price” shall have the meaning set forth in Section 2.2.

“Closing” shall have the meaning specified in Section 2.3.

“Closing Date” shall have the meaning specified in Section 2.3.

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

“Commitment” or “Commitments” means the commitment of each Purchaser or the commitments of all of the Purchasers, as applicable, to purchase and the obligation of Seller to sell, as applicable, the Purchased Units set forth opposite such Purchaser’s name on Schedule 2.1 to this Agreement.

“Commitment Date” means the date hereof.

“Commitment Fee” means a fee equal to 1% of each Purchaser’s Purchase Price to be paid in cash to each Purchaser within two Business Days of the termination of this Agreement pursuant to Section 8.15.

“Common Units” means units representing limited partnership interests in Seller other than the Class B Units and the Class C Units.

“Confidential Information” means, with respect to each Purchaser, all oral or written information, documents, records and data that Seller or its Representatives furnishes or otherwise discloses to such Purchaser or any of its Representatives, together with all copies, extracts, analyses, compilations, studies, memoranda, notes or other documents, records or data (in whatever form maintained, whether documentary, computer or other electronic storage or otherwise) prepared by any Person that contain or otherwise reflect or are generated from such information, documents, records, or data. The term “Confidential Information” does not include any information that (a) at the time of disclosure or thereafter is generally available to the public (other than as a result of a disclosure by such Purchaser or its Representatives), (b) is developed by such Purchaser or any of its Representatives, independent of, and without reliance in whole or in part on, any Confidential Information or any knowledge of Confidential Information, (c) becomes available to such Purchaser or its Representatives on a non-confidential basis from a source other than Seller or its Representatives who, insofar as is known to the recipient, is not prohibited from transmitting the information to the recipient by a contractual, legal, fiduciary or other obligation to Purchaser or (d) was available to such Purchaser or its Representatives on a non-confidential basis prior to its disclosure to such Purchaser or its Representatives by Seller or its Representatives.

“Credit Agreement” means that certain Credit Agreement, dated as of October 1, 2010, by and among Seller, BNP Paribas as administrative agent and collateral agent, Banc of America Securities LLC, BNP Paribas Securities Corp. and RBC Capital Markets Corporation, as joint lead arrangers and joint bookrunners, Bank of America, N.A. and Royal Bank of Canada, as syndication agents, and UBS Securities and The Royal Bank of Scotland PLC as co-documentation agents.

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

“Equity Plan” means the Quicksilver Gas Services LP Second Amended and Restated 2007 Equity Plan.

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

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

“General Partner” means Crestwood Gas Services GP LLC, a Delaware limited liability company.

“Governmental Authority” means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Person’s Property is located or that exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority that exercises valid jurisdiction over any such Person or such Person’s Property.

“Indemnified Party” shall have the meaning specified in Section 8.3.

“Indemnifying Party” shall have the meaning specified in Section 8.3.

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

“Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. For the purpose of this Agreement, a Person shall be deemed to be the owner of any Property that it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.

“Lock-Up Date” means ninety (90) days from the Closing Date.

“Lock-Up Period” means from the date hereof until the Lock-Up Date.

“Major Acquisition” means the proposed acquisition by Seller of certain assets from Frontier Gas Services, LLC, as described in the Major Acquisition Agreement.

“Major Acquisition Agreement” means that certain Purchase and Sale Agreement by and between Seller and Frontier Gas Services, LLC, a Delaware limited liability company, dated February 18, 2011, in the form and substance attached hereto as Exhibit B.

“NYSE” means The New York Stock Exchange, Inc.

“Parties” means Seller and the Purchasers.

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP, formerly known as Quicksilver Gas Services, LP, dated as of February 19, 2008, as amended.

“Partnership Agreement Amendment” means the Second Amendment to the Partnership Agreement in the form and substance attached hereto as Exhibit C, to be entered into and effectuated by the General Partner on the Closing Date.

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

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

“Purchase Price” means, with respect to a particular Purchaser, the amount set forth opposite such Purchaser’s name under the column entitled “Purchase Price” on Schedule 2.1 to this Agreement.

“Purchased Units” means, with respect to a particular Purchaser, the number of Class C Units equal to the quotient determined by dividing (a) the Purchase Price of such Purchaser by (b) the Class C Unit Price; rounded to the nearest whole number.

“Purchaser” or “Purchasers” shall have the meaning specified in the Preamble.

“Purchaser Material Adverse Effect” means, with respect to each Purchaser, any material and adverse effect on (i) the ability of such Purchaser to meet its obligations under the Basic Documents to which such Purchaser is a party on a timely basis or (ii) the ability of such Purchaser to consummate the transactions under any Basic Document to which such Purchaser is a party.

“Purchaser Related Parties” shall have the meaning specified in Section 8.2.

“Registration Rights Agreement” means the Registration Rights Agreement, to be entered into at the Closing, by and among Seller and the Purchasers and certain other parties in the form attached hereto as Exhibit A.

“Representatives” of any Person means the officers, directors, employees, agents, counsel, investment bankers and other representatives of such Person.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

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

“Seller” shall have the meaning specified in the Preamble.

“Seller Material Adverse Effect” means any material adverse effect on (i) the condition (financial or otherwise), business, properties, net worth or results of operations of Seller and its Subsidiaries, taken as a whole, other than those occurring as a result of general economic or financial conditions or any other developments that are not unique to and do not have a material disproportionate impact on Seller and its Subsidiaries but also affect other Persons who participate in or are engaged in the line of business in which Seller and its Subsidiaries participate or are engaged, (ii) the ability of Seller to meet its obligations under the Basic Documents to which it is a party and the Major Acquisition Agreement on a timely basis, (iii) the ability of Seller to consummate the transactions

contemplated by the Basic Documents to which it is a party and the Major Acquisition Agreement; or (iv) the Purchased Assets as defined in the Major Acquisition Agreement.

“Seller Related Parties” shall have the meaning specified in Section 8.2.

“Seller Commission Documents” shall have the meaning specified in Section 3.3.

“Seller Financial Statements” shall have the meaning specified in Section 3.3.

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

“Subsidiary” means, as to any Person, any corporation or other entity of which (i) such Person or a Subsidiary of such Person is a general partner or managing member, (ii) at least a majority of the outstanding equity interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries or (iii) any corporation or other entity as to which such Person consolidates for accounting purposes.

“Tax Return” means any return, report, information return, declaration, claim for refund or other document (including any related or supporting information) supplied or required to be supplied with respect to any Taxes and including any supplement or amendment thereof.

“Taxes” means any tax, charge, levy, penalty or other assessment imposed by any U.S. federal, state, local or foreign taxing authority, including any excise, property, income, sales, transfer, franchise, payroll, withholding, social security or other tax, including any interest, penalties or additions attributable thereto.

“Unitholders” means the Unitholders of Seller (within the meaning of the Partnership Agreement).

“Walled Off Person” shall have the meaning set forth in Section 4.4.

ARTICLE II.
AGREEMENT TO SELL AND PURCHASE

Section 2.1 Sale and Purchase. On the basis of the representations and warranties contained herein and subject to the terms and conditions hereof, at the Closing, Seller hereby agrees to issue and sell to each Purchaser, and each Purchaser hereby agrees to purchase from Seller, the number of Purchased Units set forth opposite such Purchaser’s name on Schedule 2.1 to this Agreement, and each Purchaser agrees to pay Seller the amount of the Purchase Price in respect of such Purchased Units set forth opposite such Purchaser’s name on Schedule 2.1 to this Agreement as consideration for the Purchased Units.

Section 2.2 Consideration. The amount per Class C Unit each Purchaser will pay to Seller to purchase the Purchased Units (the “Class C Unit Price”) shall be $24.50 per Class C Unit, subject to adjustment in accordance with Section 8.12. Upon payment of each Purchaser’s Purchase Price at Closing, such Purchaser’s Purchased Units shall be fully paid for.

Section 2.3 Closing. Subject to the terms and conditions hereof, the consummation of the purchase and sale of the Purchased Units hereunder (the “Closing”) shall take place at the offices of Locke Lord Bissell & Liddell LLP, 600 Travis Street, Suite 2800, Houston, Texas 77002, or at such other location as mutually agreed by the Parties, and (a) concurrently with the closing of the Major Acquisition, and (b) within five (5) Business Days following the date on which Seller provides notification in writing to the Purchasers of its election to exercise the Commitment (such date, the “Closing Date”).

Section 2.4 Independent Obligations. The obligation of each Purchaser hereunder is several and not joint and is independent of the obligation of each other Purchaser, and the failure of, or Seller’s waiver of, performance by any Purchaser does not excuse performance by any other Purchaser or Seller. No Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein, and no action taken by any Purchaser pursuant hereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of this Agreement. Seller has elected to provide all Purchasers with the same material terms and this Agreement for the convenience of Seller and not because it was required or requested to do so by the Purchasers.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES
RELATED TO SELLER

Seller hereby represents and warrants to Purchasers as follows:

Section 3.1 Existence.

(a) Seller: (i) is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware; (ii) has all requisite limited partnership power and authority, and has all governmental licenses, authorizations, consents and approvals, necessary to own, lease, use and operate its Properties and carry on its business as its business is now being conducted as described in the Seller Commission Documents, except where the failure to obtain such licenses, authorizations, consents and approvals would not reasonably be

expected to have a Seller Material Adverse Effect; and (iii) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualifications necessary, except where the failure to qualify would not reasonably be expected to have a Seller Material Adverse Effect.

(b) The General Partner has been duly formed and is validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own, lease, use or operate its Properties and carry on its business as its business is now being conducted and as described in the Seller Commission Documents, except where the failure to obtain such licenses, authorizations, consents and approvals would not reasonably be expected to have a Seller Material Adverse Effect.

Section 3.2 Purchased Units; Capitalization and Valid Issuance.

(a) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Class C Units as set forth in the Partnership Agreement Amendment. A true and correct copy of the Partnership Agreement has been filed by Seller with the Commission.

(b) As of the date hereof, the issued and outstanding limited partner interests of Seller consist of 31,187,696 Common Units, zero Class B Units and the Incentive Distribution Rights (as defined in the Partnership Agreement), and the only issued and outstanding general partner interest are the outstanding general partner interests of the General Partner described in the Partnership Agreement. All of the outstanding Common Units, Class B Units and Incentive Distribution Rights have been duly authorized and validly issued in accordance with applicable Law under the Delaware LP Act and the Partnership Agreement and are fully paid (to the extent required under applicable Law and the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).

(c) Other than the Equity Plan, Seller has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which the Unitholders may vote is issued or outstanding. Except (i) as have been granted pursuant to the Equity Plan, (ii) as contemplated by this Agreement, or (iii) as are contained in the Partnership Agreement, there are no outstanding or authorized (1) options, warrants, preemptive rights, subscriptions, calls, convertible or exchangeable securities or other rights, agreements, claims or commitments of any character obligating Seller or any of its Subsidiaries to issue, transfer or sell any limited partner interests or other equity interests in, Seller or securities convertible into or exchangeable for such limited partner interests or other equity interests, (2) obligations of Seller to

repurchase, redeem or otherwise acquire any limited partner interests or other equity interests of Seller or any of its Subsidiaries or any such securities or agreements listed in clause (1) of this sentence, or (3) voting trusts or similar agreements to which Seller or any of its Subsidiaries is a party with respect to the voting of the equity interests of Seller.

(d) All of the issued and outstanding equity interests of each of Seller’s Subsidiaries are owned, directly or indirectly, by Seller free and clear of any Liens except those created pursuant to the Credit Agreement as filed with the Seller Commission Documents and except for such restrictions as may exist under applicable Law, the organizational documents of such Subsidiaries, and all such ownership interests have been duly authorized, validly issued and are fully paid (to the extent required by applicable Law and the organizational documents of such Subsidiaries) and non-assessable (except as nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act and Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable, or the organizational documents of such Subsidiaries). Except as disclosed in the Seller Commission Documents, neither Seller nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person.

(e) The offer and sale of the Purchased Units and the limited partner interests represented thereby have been, or prior to the Closing Date will be, duly authorized by Seller pursuant to the Partnership Agreement and, when issued and delivered to such Purchaser against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by applicable Law and the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities Laws and other than such Liens as are created by the Purchasers.

(f) The Common Units issuable upon conversion of the Purchased Units, the Class C Units issuable to holders of Class C Units as a distribution in kind in lieu of cash distributions on the Class C Units, and the Class C Units issuable in lieu of cash as liquidated damages under the Registration Rights Agreement, and, in each case, the limited partner interests represented thereby, upon issuance in accordance with the terms of the Class C Units as reflected in the Partnership Agreement Amendment have been, or prior to the Closing Date will be, duly authorized by Seller in accordance with the Partnership Agreement and will be validly issued, fully paid (to the extent required by applicable Law and the Partnership Agreement) and nonassessable (except as such nonassessibility may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership

Agreement or this Agreement and under applicable state and federal securities Laws and other than such Liens as are created by the Purchasers.

(g) The Purchased Units will be issued in compliance with all applicable rules of the NYSE. Seller’s currently outstanding Common Units are quoted on the NYSE and Seller has not received any notice of delisting.

(h) Neither the execution of this Agreement nor the offering or sale of the Purchased Units gives rise to any rights for or relating to the registration of any Common Units or other securities of Seller other than those rights granted pursuant to the Partnership Agreement, including but not limited to those rights granted to the General Partner or any of its Affiliates under Section 7.12 of the Partnership Agreement. There are no persons with registration rights other than the General Partner and its Affiliates pursuant to Section 7.12 of the Partnership Agreement.

Section 3.3 Seller Commission Documents. Seller has filed with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents, collectively “Seller Commission Documents”). The Seller Commission Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Seller Financial Statements”), at the time filed (in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Seller Commission Document filed prior to the date hereof) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, (c) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (d) in the case of the Seller Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and (e) in the case of the Seller Financial Statements, fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position and status of the business of Seller as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Deloitte & Touche LLP is an independent registered public accounting firm with respect to Seller and has not resigned or been dismissed as independent registered public accountants of Seller as a result of or in connection with any disagreement with Seller on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Section 3.4 No Conflicts. The execution, delivery and performance by Seller of the Basic Documents to which it is a party and the Major Acquisition Agreement to which it is a party and all other agreements and instruments to be executed and delivered

by Seller pursuant hereto or thereto or in connection herewith and therewith, and compliance by Seller with the terms and provisions hereof and thereof, do not and will not (a) violate any provision of any Law, governmental permit, determination or award having applicability to Seller or any of its Subsidiaries or any of their respective Properties, (b) conflict with or result in a violation of any provision of the organizational documents of Seller or any of its Subsidiaries, (c) require any consent, approval or notice under or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any note, bond, mortgage, license, loan or credit agreement or other instrument, obligation or agreement to which Seller or any of its Subsidiaries is a party or by which Seller or any of its Subsidiaries or any of their respective Properties may be bound or (d) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by Seller or any of its Subsidiaries, except in the cases of clauses (a), (c) and (d) where such conflict, violation, default, breach, termination, cancellation, failure to receive consent, notice or approval, or acceleration with respect to the foregoing provisions of this Section 3.4 would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.

Section 3.5 Authority. Seller has all necessary limited partnership power and authority to execute, deliver and perform its obligations under the Basic Documents to which it is a party and the Major Acquisition Agreement and to consummate the transactions contemplated hereby and thereby; the execution, delivery and performance by Seller of the Basic Documents to which Seller is a party and the Major Acquisition Agreement and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited partnership action on its part; and the Basic Documents to which it is a party and the Major Acquisition Agreement constitute the legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws affecting creditors’ rights generally or by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith.

Section 3.6 Approvals. No approval from the holders of outstanding Common Units is required under the Partnership Agreement in connection with Seller’s issuance and sale of the Purchased Units to the Purchasers. Assuming the accuracy of the representations and warranties of the Purchasers contained in this Agreement and their compliance with the covenants contained herein, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any governmental authority or any other Person is required in connection with the execution, delivery or performance by Seller of the Basic Documents to which it is a party or the Major Acquisition Agreement, except (i) as may be required under the state securities or “Blue Sky” Laws, or (ii) where the failure to receive such authorization, consent, approval, waiver, license, qualification or written exemption, or to make such filing, declaration, qualification or registration, would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.

Section 3.7 Investment Company Status. Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.8 Certain Fees. No fees or commissions will be payable by Seller to brokers, finders, or investment bankers with respect to the sale of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement except those payable by Seller to Barclays Capital.

Section 3.9 No Side Agreements. Other than any existing confidentiality agreements in favor of Seller that have been executed by any Purchaser or to which any Purchaser is otherwise bound, there are no other agreements by, among or between Seller or its Affiliates, on the one hand, and any Purchaser or its Affiliates, on the other hand, with respect to the transactions contemplated hereby other than the Basic Documents to which Seller is a party.

Section 3.10 MLP Status. Seller has, for each taxable year beginning on or after the closing of its initial public offering, met the gross income requirements of Section 7704(c)(2) of the Internal Revenue Code of 1986, as amended.

Section 3.11 Valid Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained in this Agreement, the sale and issuance of the Purchased Units to each of the Purchasers pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and neither Seller nor, to the knowledge of Seller, any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemptions.

Section 3.12 Litigation. Except as described in the Seller Commission Documents, there are no Actions pending to which Seller is a party or to which any Property or asset of Seller is subject that could reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or which challenges the validity of any of the Basic Documents to which Seller is a party, the Major Acquisition Agreement or the right of Seller to enter into any of the Basic Documents to which it is a party or the Major Acquisition Agreement or to consummate the transactions contemplated hereby and thereby and, to the knowledge of Seller, no such Actions are threatened by Governmental Authorities or others.

Section 3.13 No Material Adverse Change. Except as set forth in or contemplated by the Seller Commission Documents filed with the Commission since September 30, 2010, there has been no change that has had or would reasonably be expected to have a Seller Material Adverse Effect.

Section 3.14 No Integration. Neither Seller, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Purchased Units to be integrated with prior offerings by Seller for purposes of the Securities Act or any applicable stockholder approval provisions,

including, without limitation, under the rules and regulations of the trading market on which the Common Units are currently listed or quoted.

Section 3.15 Taxes. Seller has filed all Tax Returns required to be filed. Such Tax Returns are true, correct and complete in all material respects. Seller has paid in full all Taxes shown to be due on such Tax Returns. Seller has not received any written notice of deficiency or assessment from any taxing authority with respect to liabilities for any material Taxes, which have not been fully paid or finally settled, unless being contested in good faith through appropriate proceedings and for which adequate reserves are presented in the Seller Financial Statements included in the Seller Commission Documents.

Section 3.16 Form S-3 Eligibility. Seller is eligible to use Form S-3 for the resale registration statement contemplated by the Registration Rights Agreement.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF PURCHASERS

Each Purchaser, severally and not jointly, represents and warrants to Seller with respect to itself as follows:

Section 4.1 Existence. Such Purchaser (a) is duly incorporated or formed, validly existing and in good standing under the Laws of its respective jurisdiction of incorporation or formation, and (b) has all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary to own its Properties and carry on its business as its business is now being conducted, except where the failure to obtain such licenses, authorizations, consents and approvals would not reasonably be expected to have a Purchaser Material Adverse Effect. Each such Purchaser is not in default in the performance, observance or fulfillment of any provision of its organizational documents, except where such default would not have or would not reasonably be likely to have a Purchaser Material Adverse Effect.

Section 4.2 No Conflicts. The execution, delivery and performance by such Purchaser of the Basic Documents to which it is a party and all other agreements and instruments to be executed and delivered by such Purchaser pursuant hereto or thereto or in connection herewith or therewith, compliance by such Purchaser with the terms and provisions hereof and thereof, and the purchase of the Purchased Units by such Purchaser do not and will not (a) violate any provision of any Law, governmental permit, determination or award having applicability to such Purchaser or any of its Properties, (b) conflict with or result in a violation of any provision of the organizational documents of such Purchaser or (c) require any consent (other than standard internal consents), approval or notice under or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any note, bond, mortgage, license, loan or credit agreement or other instrument or agreement to which such Purchaser is a party or by which such Purchaser or any of its Properties may be bound, except in the case of clauses (a) and (c), where such conflict, violation, default, breach, termination, cancellation, failure to receive consent, notice or approval, or acceleration with respect to the

foregoing provisions of this Section 4.2 would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

Section 4.3 Authority. Such Purchaser has all necessary corporate, limited liability company or partnership power and authority, as applicable, to execute, deliver and perform its obligations under the Basic Documents to which it is a party and to consummate the transactions contemplated thereby; the execution, delivery and performance by such Purchaser of the Basic Documents to which such Purchaser is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on its part; and the Basic Documents to which such Purchaser is a party will constitute the legal, valid and binding obligations of such Purchaser, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws affecting creditors’ rights generally or by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith.

Section 4.4 No Side Agreements. Other than any existing confidentiality agreements in favor of Seller that have been executed by such Purchaser or to which such Purchaser is otherwise bound, there are no other agreements by, among or between such Purchaser or any of its Affiliates, on the one hand, and Seller or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby other than the Basic Documents to which Seller is a party; provided, however, that, subject to such Purchaser’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (a) Purchaser, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Purchaser’s legal or compliance department (and thus have not been privy to any information concerning this transaction) (a “Walled Off Person”) and (b) the foregoing representations in this paragraph shall not apply to any transaction by or on behalf of Purchaser that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Purchaser or receipt of confidential or other information regarding this transaction provided by Purchaser to such entity.

Section 4.5 Investment. The Purchased Units are being acquired for such Purchaser’s own account, the account of its Affiliates, or the accounts of clients for whom such Purchaser exercises discretionary investment authority (all of whom such Purchaser hereby represents and warrants are “accredited investors” within the meaning of Rule 501(a) of Regulation D or “qualified institutional buyer” within the meaning of Rule 144A promulgated by the Commission pursuant to the Securities Act), not as a nominee or agent, and with no present intention of distributing the Purchased Units or any part thereof, and that such Purchaser has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the securities Laws of the United States of America or any state, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Purchased Units under a registration statement under the Securities Act and applicable state securities Laws or under an exemption from such registration available thereunder (including, without limitation, if available, Rule 144 promulgated thereunder).

If such Purchaser should in the future decide to dispose of any of the Purchased Units, such Purchaser understands and agrees (a) that it may do so only (i) in compliance with the Securities Act and applicable state securities law, as then in effect, or pursuant to an exemption therefrom (including Rule 144 under the Securities Act) or (ii) in the manner contemplated by any registration statement pursuant to which such securities are being offered, and (b) that stop-transfer instructions to that effect will be in effect with respect to such securities. Notwithstanding the foregoing, any Purchaser may at any time transfer Purchased Units to an Affiliate of such Purchaser provided that any such transaction is exempt from registration under the Securities Act and that such Affiliate agrees to be bound by the terms and conditions of this Agreement.

Section 4.6 Nature of Purchaser. Such Purchaser represents and warrants to, and covenants and agrees with, Seller that, (a) it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act and (b) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

Section 4.7 Receipt of Information. Such Purchaser acknowledges that it has (a) had access to Seller’s periodic filings with the Commission and (b) been provided a reasonable opportunity to ask questions of and receive answers from Representatives of Seller regarding such matters.

Section 4.8 Legend. It is understood that the certificates evidencing the Common Units will bear the following legend: “These securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. These securities may not be sold or offered for sale except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration thereunder, in each case in accordance with all applicable securities laws of the states or other jurisdictions, and in the case of a transaction exempt from registration, such securities may only be transferred if the transfer agent for such securities has received documentation satisfactory to it that such transaction does not require registration under the Securities Act.”

Section 4.9 Certain Fees. No fees or commissions will be payable by such Purchaser to brokers, finders, or investment bankers with respect to the sale of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

Section 4.10 Restricted Securities. Such Purchaser understands that the Purchased Units are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from Seller in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited

circumstances. In this connection, such Purchaser represents that it is knowledgeable with respect to Rule 144 of the Commission promulgated under the Securities Act.

Section 4.11 Short Selling. As of the execution of this Agreement, such Purchaser has not engaged in any Short Sales involving Common Units owned by it between the time it first began discussions with Seller about the transaction contemplated by this Agreement and the date of execution of this Agreement; provided, however, that, subject to such Purchaser’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (a) Purchaser, for purposes hereof, shall not be deemed to include any Walled Off Person and (b) the foregoing representations in this paragraph shall not apply to any transaction by or on behalf of Purchaser that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Purchaser or receipt of confidential or other information regarding this transaction provided by Purchaser to such entity.

ARTICLE V.
CLOSING CONDITIONS

Section 5.1 Conditions to the Closing.

(a) Mutual Conditions. The respective obligation of each Party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable law):

(i) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal;

(ii) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement;

(iii) the Common Units underlying the Purchased Units shall have been approved for listing on the NYSE, subject to notice of issuance;

(iv) the closing of the Major Acquisition shall have occurred, or shall occur concurrently with the Closing, in accordance with the terms and conditions of the Major Acquisition Agreement, without any material amendment, modification or waiver of such terms or conditions;

(v) Seller shall have obtained binding obligations to fund the Major Acquisition of (1) gross equity proceeds of at least $150 million pursuant to this Agreement; and (2) at least $185 million in cash from the

issuance or incurrence of (A) borrowings under its credit facility, (B) borrowings under a bridge facility on terms set forth in Schedule 5.1(a)(v), and/or (C) senior unsecured notes, senior subordinated notes and/or other debt securities. The weighted average total effective yield for the aggregate of all debt in (2) shall be no more than 8.75%. Such requirement in clause (2) above shall be reduced by any equity raised in excess of $150 million.

(b) Each Purchaser’s Conditions. The respective obligation of each Purchaser to consummate the purchase of its Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Purchaser on behalf of itself in writing, in whole or in part, to the extent permitted by applicable law):

(i) Seller shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Seller on or prior to the Closing Date;

(ii) the representations and warranties of Seller contained in this Agreement that are qualified by materiality or Seller Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);

(iii) Seller shall have delivered, or caused to be delivered, to the Purchasers at the Closing, Seller’s closing deliveries described in Section 5.2 of this Agreement;

(iv) since September 30, 2010, no Seller Material Adverse Effect shall have occurred and be continuing;

(v) the NYSE shall have authorized, upon official notice of issuance, the listing of the Common Units issuable upon conversion of the Class C Units, as set forth in the Partnership Agreement Amendment;

(vi) no notice of delisting from the NYSE shall have been received by Seller with respect to the Common Units;

(vii) The Partnership Agreement Amendment, in all material respects in the form attached as Exhibit C to this Agreement, shall have been duly adopted and be in full force; and

(viii) Seller shall have filed with the Commission its annual report on Form 10-K for the year ended December 31, 2010 in the form required by the Exchange Act.

(c) Seller’s Conditions. The obligation of Seller to consummate the sale of the Purchased Units to each of the Purchasers shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions with respect to each Purchaser individually and not the Purchasers jointly (any or all of which may be waived by Seller in writing, in whole or in part, to the extent permitted by applicable law):

(i) such Purchaser shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by that Purchaser on or prior to the Closing Date;

(ii) the representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality or Purchaser Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);

(iii) such Purchaser shall have delivered, or caused to be delivered, to Seller at the Closing, such Purchaser’s closing deliveries described in Section 5.3 of this Agreement; and

(iv) since the date hereof, no Purchaser Material Adverse Effect shall have occurred and be continuing.

Section 5.2 Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller will deliver, or cause to be delivered, to the Purchasers:

(a) the applicable Purchased Units by either (i) delivery of certificates evidencing such Purchased Units at the Closing meeting the requirements of the Partnership Agreement or (ii) notification of delivery of the Purchased Units through the facilities of the Depository Trust Company at the Closing; in either case bearing the legend set forth in Section 4.8 and registered in such name(s) as such Purchaser shall, with reasonable notice, have designated, all free and clear of any liens, encumbrances or interests of any other Person (other than transfer restrictions under applicable federal and state securities laws);

(b) a certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that Seller is in good standing;

(c) an opinion addressed to the Purchasers from Locke Lord Bissell & Liddell LLP, legal counsel to Seller, dated as of the Closing, in the form and substance attached hereto as Exhibit D;

(d) an officer’s certificate in form reasonably satisfactory to the Purchasers attesting to the matters set forth in Sections 5.1(b)(i) and 5.1(b)(ii);

(e) a secretary’s certificate in form reasonably satisfactory to the Purchasers, certifying as to (i) Certificate of Limited Partnership of Seller, as amended, and the Partnership Agreement, (ii) board resolutions authorizing the execution and delivery of the Basic Documents to which Seller is a party and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, and (iii) its incumbent officers authorized to execute the Basic Documents to which Seller is a party, setting forth the name and title and bearing the signatures of such officers; and

(f) the Registration Rights Agreement, which shall have been duly executed by Seller.

Section 5.3 Purchasers’ Deliveries. At the Closing, subject to the terms and conditions of this Agreement, each Purchaser will deliver, or cause to be delivered, to Seller:

(a) payment to Seller of the amount of the applicable Purchase Price set forth opposite such Purchaser’s name on Schedule 2.1 to this Agreement for the applicable Purchased Units, by wire transfer of immediately available funds to an account designated by Seller in writing at least two (2) Business Days (or such shorter period as shall be agreeable to the applicable Parties) prior to the Closing;

(b) an officer’s certificate of each Purchaser in form reasonably satisfactory to Seller attesting to the matters set forth in Sections 5.1(c)(i) and 5.1(c)(ii); and

ARTICLE VI.
COVENANTS

Section 6.1 Seller Lock-Up/Subsequent Issuances of Units. Without the written consent of the holders of a majority of the Purchased Units, Seller may not issue or sell any Common Units or any securities convertible thereinto or exchangeable therefor prior to the Lock-Up Date. Nothing contained above shall prevent (a) Seller from issuing (i) up to 1,800,000 Common Units or (ii) equity securities, phantom units or similar issuances pursuant to the Equity Plan or any employee benefit or purchase plans in effect as of the date hereof, or (b) any executive officer, director or material shareholder of Seller from transferring or distributing equity securities of Seller (x) to a partner or Affiliate of such person, (y) with respect to individuals, to a member of such individual’s family or to a revocable trust for estate planning purposes, or (z) by operation of law upon the death or mental incapacity of any individual; provided, that such transferee referred to in (x), (y) and (z) shall be bound by such terms for the remainder of the Lock-Up Period. Notwithstanding the foregoing, Seller shall not sell,

offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Units in a manner that would require the registration under the Securities Act of the sale of the Purchased Units to the Purchasers.

Section 6.2 Purchasers’ Lock-Ups. Without the prior written consent of Seller, each Purchaser agrees that such Purchaser will not offer, sell, pledge or otherwise transfer or dispose of any of its Purchased Units prior to the Lock-Up Date; provided, however, that any Purchaser may transfer its Purchased Units to an Affiliate of such Purchaser or to any other Purchaser or an Affiliate of such other Purchaser, provided that any such Affiliate transferee agrees to the terms and conditions set forth in this Agreement, including but not limited to the restrictions set forth in this Section 6.2.

Section 6.3 Trading Activities. Such Purchaser’s trading activities, if any, with respect to the Common Units issuable upon conversion of the Purchased Units will be in compliance with all applicable state and federal securities laws, rules and regulations and the rules and regulations of the NYSE.

Section 6.4 Taking of Necessary Action. Each of the Parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, Seller and each Purchaser shall use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the other Parties, as the case may be, advisable for the consummation of the transactions contemplated by the Basic Documents.

Section 6.5 Non-Disclosure; Interim Public Filings. Seller shall, on or before 8:30 a.m., New York time, on the first Business Day following execution of this Agreement, issue a press release disclosing all material terms of the transactions contemplated hereby and in the Major Acquisition Agreement. On or before the fourth Business Day following the date hereof, Seller shall file a Current Report on Form 8-K with the Commission (the “8-K Filing”) describing the terms of the transactions contemplated by this Agreement and the other Basic Documents and in the Major Acquisition Agreement and including as exhibits to such 8-K Filing, the other Basic Documents and the Major Acquisition Agreement, in the form required by the Exchange Act.

ARTICLE VII.
INDEMNIFICATION

Section 7.1 Indemnification by Seller. Seller agrees to indemnify each Purchaser and its Affiliates and each of their respective Representatives (collectively, “Purchaser Related Parties”), from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or

reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of Seller contained herein, provided such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty. Furthermore, Seller agrees that it will indemnify and hold harmless each Purchaser and Purchaser Related Parties from and against any and all claims, demands or liabilities for broker’s, finder’s, placement or other similar fees or commissions incurred by Seller or alleged to have been incurred by Seller in connection with the sale of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

Section 7.2 Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Seller and its Affiliates and each of their respective Representatives (collectively, “Seller Related Parties”) from, and hold each of them harmless against any and all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter to the extent that it may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein, provided such claim for indemnification relating to a breach of the representations and warranties by such Purchaser is made prior to the expiration of such representations and warranties. Furthermore, each Purchaser agrees, severally and not jointly, that it will indemnify and hold harmless Seller and Seller Related Parties from and against any and all claims, demands or liabilities for broker’s, finder’s, placement or other similar fees or commissions incurred by such Purchaser or alleged to have been incurred by such Purchaser in connection with the purchase of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

Section 7.3 Indemnification Procedures. Promptly after any Seller Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any Action or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such claim or the commencement of such Action or proceeding, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to

defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (i) the Indemnifying Party has failed to assume the defense and employ counsel reasonably acceptable to the Indemnified Party or (ii) if the defendants in any such Action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such Action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not contain any admission of wrongdoing or malfeasance by, the Indemnified Party.

Section 7.4 Survival. The Parties’ obligations under this Article VII shall only become operative following the Closing Date and shall not survive any termination of this Agreement pursuant to Section 8.15.

ARTICLE VIII.
MISCELLANEOUS

Section 8.1 Interpretation of Provisions. Article, Section, Exhibit and Schedule references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts, and agreements are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever a Party has an obligation under the Basic Documents, the expense of complying with that obligation shall be an expense of

such Party unless otherwise specified. Whenever any determination, consent, or approval is to be made or given by a Party, such action shall be in such Party’s sole discretion unless otherwise specified in this Agreement. If any provision in the Basic Documents is held to be illegal, invalid, not binding, or unenforceable, such provision shall be fully severable and the Basic Documents shall be construed and enforced as if such illegal, invalid, not binding, or unenforceable provision had never comprised a part of the Basic Documents, and the remaining provisions shall remain in full force and effect. The Basic Documents have been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter.

Section 8.2 Survival. The representations and warranties set forth in Section 3.2, Section 3.5 Section 3.8, Section 3.9, Section 4.3, Section 4.4, Section 4.5, Section 4.6, Section 4.7, Section 4.8, Section 4.9, and Section 4.10 shall survive indefinitely, and the other representations and warranties set forth herein shall survive for a period of twelve (12) months, in each case, following the Closing Date regardless of any investigation made by or on behalf of Seller or the Purchasers. The covenants made in this Agreement shall survive the Closing of the transactions described herein and remain operative and in full force and effect regardless of acceptance of any of the Purchased Units and payment therefor and repayment, conversion, exercise or repurchase thereof.

Section 8.3 No Waiver; Modifications in Writing.

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

(b) Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification or termination of any provision of this Agreement shall be effective unless signed by each of the Parties hereto or thereto affected by such amendment, waiver, consent, modification or termination. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on Seller in any case shall entitle Seller to any other or further notice or demand in similar or other circumstances.

Section 8.4 Binding Effect; Assignment.

(a) Binding Effect. This Agreement shall be binding upon Seller, the Purchasers and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as

to confer any right or benefit upon any Person other than the Parties to this Agreement, and their respective successors and permitted assigns.

(b) Assignment of Rights. All or any portion of the rights and obligations of each Purchaser under this Agreement may be transferred to any Affiliate of such Purchaser but may not otherwise be transferred by such Purchaser without the prior written consent of Seller (which consent shall not be unreasonably withheld by Seller), and in each case the assignee shall be deemed to be bound by the provisions of this Agreement.

Section 8.5 Confidentiality. Notwithstanding anything herein to the contrary, to the extent that any Purchaser has executed or is otherwise bound by a confidentiality agreement in favor of Seller, such Purchaser shall continue to be bound by such confidentiality agreement (notwithstanding any termination provision contained therein). To the extent that any Purchaser has not executed or is not otherwise bound by a confidentiality agreement in favor of Seller, and has actually received Confidential Information from Seller, such Purchaser will refrain, and will cause its Representatives to refrain, from disclosing to any other Person any Confidential Information; provided, however, that with respect to any Purchaser who has not executed and is not otherwise bound by a confidentiality agreement in favor of Seller, Seller acknowledges that Seller has not provided such Purchaser any Confidential Information unless requested by such Purchaser. Disclosure of Confidential Information will not be deemed to be a breach of this Section 8.5 if such disclosure is made with the consent of Seller or pursuant to a subpoena or order issued by a court of competent jurisdiction or by a judicial, administrative or legislative body or committee; provided, however, that upon receipt by any Purchaser of any subpoena or order covering Confidential Information of Seller, such Purchaser will to the extent reasonably practicable promptly notify Seller of such subpoena or order.

Section 8.6 Communications. All notices and communications provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, regular mail, telecopy, air courier guaranteeing overnight delivery or personal delivery to the following addresses:

(a) If to Purchasers, to the addresses listed on Section 8.6, with a copy to:

Baker Botts L.L.P.
98 San Jacinto Blvd., Suite 1500
Austin, Texas 78701
Attention: Laura Lanza Tyson
Facsimile: (512) ###-###-####
email: ***@***

(b) If to Seller:

Crestwood Midstream Partners LP
717 Texas Avenue, Suite 3150

Houston, Texas 77002
Attention: Kelly Jameson
Facsimile: (832) ###-###-####

with a copy to:

Locke Lord Bissell & Liddell LLP
600 Travis Street, Suite 2800
Houston, Texas 77002
Attention: Kevin N. Peter
Facsimile: (713) ###-###-####

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

Section 8.7 Entire Agreement. This Agreement, the other Basic Documents and the other agreements and documents referred to herein are intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the rights granted by Seller or any of its Affiliates or Purchasers or any of their Affiliates set forth herein. This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter, including any term sheets and commitment letters.

Section 8.8 Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of Texas without regard to principles of conflicts of laws.

Section 8.9 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

Section 8.10 Costs and Expenses. Each Party shall be responsible for such Party’s own expenses in connection with this Agreement and the transactions contemplated hereby, except that Seller will pay Baker Botts up to $75,000 for legal fees incurred by Baker Botts as counsel to certain Purchasers and for its role in facilitating the process. Any fees in excess of $75,000 shall be paid pro rata by all Purchasers in proportion to the aggregate number of Purchased Units set forth opposite the names of such Purchasers on Schedule 2.1.

Section 8.11 Short Selling Acknowledgement and Agreement. Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that coverage of Short Sales of securities “against the box” prior to the effective date of a registration statement is a violation of Section 5 of the Securities Act. Each Purchaser agrees, severally and not jointly, that it will not engage in any Short Sales that result in the disposition of the Common Units underlying the Class C Units acquired hereunder by such Purchaser until such time as the Resale Registration Statement (as defined in the Registration Rights Agreement) is declared or deemed effective by the Commission or such Common Units are no longer subject to any restrictions on resale.

Section 8.12 Distributions. If the Closing Date is after the record date relating to a distribution to be made to holders of Common Units with respect to the fiscal quarter ended March 31, 2011 or any other distribution to be made to holders of Common Units, then the Purchasers shall not be entitled to receive such distribution but the Class C Unit Price payable by Purchasers shall be reduced by an amount equal to such per unit distribution and the number of Purchased Units set forth on Schedule 2.1 shall be increased accordingly.

Section 8.13 Removal of Legend. In connection with a sale of the Purchased Units by a Purchaser in reliance on Rule 144, the applicable Purchaser or its broker shall deliver to Seller a broker representation letter providing any information Seller deems necessary to determine that the sale of the Purchased Units is made in compliance with Rule 144, including, as may be appropriate, a certification that such Purchaser is not an affiliate of Seller and regarding the length of time the Purchased Units have been held. Upon receipt of such representation letter, Seller shall as soon as reasonably practicable exchange unit certificates bearing the legend described in Section 4.8 for unit certificates without such legend. After any Purchaser or its permitted assigns have held the Purchased Units for one year, if such Purchased Units still bear the legend described in Section 4.8, such Purchaser may request Seller to remove the legend and Seller agrees to take all steps necessary to effect the removal of the legend as soon as reasonably practicable. Seller shall bear all direct costs and expenses associated with the removal of a legend pursuant to this Section 8.13 (including without limitation reasonable fees of legal counsel in connection with any legal opinion letters required to be issued in connection with such removal), regardless of whether the request is made in connection with a sale or otherwise, so long as such Purchaser or its permitted assigns provide to Seller any information Seller deems necessary to determine that the legend is no longer required under the Securities Act or applicable state laws, including a certification that the holder is not an affiliate of Seller and regarding the length of time the Purchased Units have been held; provided, however, Seller shall not be responsible for any legal fees and expenses of counsel incurred by such Purchaser in connection therewith.

Section 8.14 Adjustment of the Class C Units. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity interests of Seller or any successor or assign of Seller (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution of, the Class C Units, and shall be appropriately adjusted for combinations,

recapitalizations and the like occurring after the date of this Agreement and prior to the Closing.

Section 8.15 Termination.

(a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time at or prior to the Closing by the written consent of a majority in interest of the Purchasers, upon a breach in any material respect by Seller of any covenant or agreement set forth in this Agreement.

(b) Notwithstanding anything herein to the contrary, in the event that any condition to Seller’s obligation to close specified in Sections 5.1(a) or 5.1(c) is not satisfied or waived on the Closing Date, Seller may terminate this Agreement upon written notice to the Purchasers.

(c) Notwithstanding anything herein to the contrary, this Agreement shall automatically terminate at any time at or prior to the Closing:

(i) if a Law shall have been enacted or promulgated, or if any action shall have been taken by any Governmental Authority of competent jurisdiction that permanently restrains, permanently precludes, permanently enjoins or otherwise permanently prohibits the consummation of the transactions contemplated by this Agreement or the Major Acquisition Agreement or makes the transactions contemplated by this Agreement illegal;

(ii) upon the termination of the Major Acquisition Agreement; or

(iii) if the Closing shall not have occurred by the date that is ninety (90) days from the date hereof.

(d) In the event of the termination of this Agreement as provided in this Section 8.15 (1) this Agreement shall forthwith become null and void, (2) within two (2) Business Days following such termination, Seller shall pay the Commitment Fee to each Purchaser in immediately available funds by wire transfer, and (3) there shall be no liability on the part of any Party hereto, except as set forth in Section 8.10 and except with respect to the requirement to comply with any confidentiality agreement in favor of Seller; provided that nothing herein shall relieve any Party from any liability or obligation with respect to any willful breach of this Agreement.

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


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

By:	/s/ Robert G. Phillips
	Name:	Robert G. Phillips
	Title:	Chairman, President and CEO