exv10w28






Exhibit 10.28




DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT




          This Director and Officer Indemnification Agreement, dated as of October ___, 2010 (this
“Agreement”), is made by and between Crestwood Gas Services GP LLC, a Delaware limited liability
company (the “Company ”), and [___________] ( “Indemnitee” ).




RECITALS:




          A. The Company is the general partner of Crestwood Midstream Partners LP, a Delaware limited
partnership (the “Partnership”), and Indemnitee is an officer of the Company.




          B. Section 9 of the Limited Liability Company Agreement (the “LLC Agreement”) of the Company
provides that the business and affairs of the Company shall be managed by or under the direction of
the Board of Directors of the Company.




          C. Significant authority with respect to the management of the Company and, accordingly, the
Partnership, has been delegated to the officers of the Company.




          D. Thus, it is critically important to the Company that it be able to attract and retain the
most capable persons reasonably available to serve as directors and officers of the Company.




          E. The Delaware courts have recognized that indemnification by a company serves the dual
policies of (1) allowing company officials to resist unjustified lawsuits, secure in the knowledge
that, if vindicated, the company will bear the expense of litigation and (2) encouraging capable
women and men to serve as company directors and officers, secure in the knowledge that the company
will absorb the costs of defending their honesty and integrity.




          F. The number of lawsuits challenging the judgment and actions of directors and officers of
Delaware companies, the costs of defending those lawsuits, and the threat to directors’ and
officers’ personal assets have all materially increased over the past several years, chilling the
willingness of capable women and men to undertake the responsibilities imposed on company directors
and officers.




          G. Recent federal legislation and rules adopted by the Securities and Exchange Commission and
the national securities exchanges have imposed additional disclosure and company governance
obligations on directors and officers of public companies and have exposed such directors and
officers to new and substantially broadened civil liabilities.




          H. These legislative and regulatory initiatives have also exposed directors and officers of
public companies to a significantly greater risk of criminal proceedings, with attendant defense
costs and potential criminal fines and penalties.




          I. Indemnitee is a director or officer of the Company and does not regard the protection
afforded to him or her by Delaware law and the LLC Agreement as adequate, and his/her willingness
to serve in such capacity is predicated, in substantial part, upon (1) the Company’s willingness to
provide protection to him/her pursuant to express contract rights providing for the Company to
indemnify him/her in accordance with the principles reflected above, to the fullest extent
permitted by Delaware law, and (2) the other undertakings set forth in this Agreement.








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J. Therefore, in recognition of the need to provide Indemnitee with substantial protection
against personal liability, in order to procure Indemnitee’s continued service as a director or
officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective
manner, and in order to provide such protection pursuant to express contract rights (intended to be
enforceable irrespective of, among other things, any amendment to the Company’s certificate of
formation or the LLC Agreement (collectively, the “Constituent Documents”), any change in the
composition of the Company’s Board of Directors (the “Board”) or any change-in-control or
business
combination transaction relating to the Company), the Company wishes to provide in this Agreement
for (1) the indemnification of and the advancement of Expenses (as defined in Section 1(g)) to
Indemnitee as set forth in this Agreement and (2) the continued coverage of Indemnitee under the
Company’s directors’ and officers’ liability insurance policies.




          
K. In light of the considerations referred to in the preceding recitals, it is the Company’s
intention and desire that the provisions of this Agreement be construed liberally, subject to their
express terms, to maximize the protections to be provided to Indemnitee hereunder.




AGREEMENT:




     NOW, THEREFORE, the parties hereby
agree as follows:



          
1. Certain Definitions. In addition to terms defined elsewhere herein, the following terms
have the following meanings when used in this Agreement with initial capital letters:




          
     (a) “Affiliate” means, with respect to any Person, any other
Person that directly or
indirectly through one or more intermediaries controls, is controlled by or is under common control
with, the Person in question. As used herein, the term “control” means the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise.



          
     (b) “Change in Control” means the occurrence after the date
of this Agreement of any of the
following events:



          
          (i) The Company ceases to be controlled by Crestwood
Holdings or one or more Affiliates of
Crestwood Holdings and a majority of the Board of Directors of the Company thereafter ceases to be
comprised of Incumbent Directors;



          
          (ii) The consummation of a reorganization, merger or
consolidation of the Partnership or sale
or other disposition of all or substantially all of the consolidated assets of the Partnership (a
“Partnership Transaction”) immediately after which the voting power of the equity securities of the
Partnership outstanding immediately prior to such Partnership Transaction do not continue to
represent (either by remaining outstanding or by being converted into equity securities having
voting power in the entity surviving, resulting from, or succeeding to all or substantially all of
the Partnership’s consolidated assets as a result of such Partnership Transaction or any parent of
such entity) at least 50% of the combined voting power of the then outstanding equity securities of
(A) the entity surviving, resulting from, or succeeding to all or substantially all of the
Partnership’s consolidated assets as a result of such Partnership



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Transaction or (B) any parent of any such entity (including, without limitation, an entity
which as a result of such transaction owns the Partnership or all or substantially all of the
Partnership’s assets either directly or through one or more subsidiaries); or




           
         (iii) The occurrence of any of the following events while the Company is controlled by
Crestwood Holdings or one or more Affiliates of Crestwood Holdings:



        
                 (A) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 50% or more of the combined voting power of the then-outstanding Voting
Securities of Crestwood Holdings; provided, however, that the following acquisitions will not
constitute a Change in Control: (1) any acquisition of Voting Securities of Crestwood Holdings
directly from Crestwood Holdings that is approved by a majority of the Incumbent Crestwood Holdings
Directors; (2) any acquisition of the Voting Securities of Crestwood Holdings by Crestwood Holdings
or an Affiliate of Crestwood Holdings; or (3) any acquisition of Voting Securities of Crestwood
Holdings by the trustee or other fiduciary holding securities under any employee benefit plan (or
related trust) sponsored or maintained by Crestwood Holdings or any Affiliate of Crestwood
Holdings;



           
              (B) A majority of the Management Committee of Crestwood Holdings ceases to be comprised of
Incumbent Crestwood Holdings Directors;



           
              (C) The consummation of a reorganization, merger or consolidation of Crestwood Holdings or
sale or other disposition of all or substantially all of the consolidated assets of Crestwood
Holdings (each, a “Business Combination Transaction”) immediately after which the Voting Securities
of Crestwood Holdings outstanding immediately prior to such Business Combination Transaction do not
continue to represent (either by remaining outstanding or by being converted into equity securities
having voting power in the entity surviving, resulting from, or succeeding to all or substantially
all of Crestwood Holdings’ consolidated assets as a result of such Business Combination Transaction
or any parent of such entity) at least 50% of the combined voting power of the then outstanding
equity securities having voting power in (1) the entity surviving, resulting from, or succeeding to
all or substantially all of Crestwood Holdings’ consolidated assets as a result of such Business
Combination Transaction or (2) any parent of any such entity (including, without limitation, an
entity which as a result of such transaction owns Crestwood Holdings or all or substantially all of
Crestwood Holdings’ assets, either directly or through one or more subsidiaries); or



           
              (D) The Company, or one or more Affiliates of Crestwood Holdings, ceases to be the general
partner of the Partnership.



             
  (c) “Claim” means (i) any threatened, asserted, pending or completed claim, demand, action,
suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other,
and whether made pursuant to federal, state or other law; and (ii) any threatened, pending or
completed inquiry or investigation, whether made, instituted or conducted by the Company or any
other person, including any federal, state or other governmental entity, that Indemnitee determines
might lead to the institution of any such claim, demand, action, suit or proceeding.



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    (d) “Controlled Affiliate” means any corporation, limited liability company, partnership,
joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or
indirectly controlled by the Company. For purposes of this definition, “control” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity or enterprise, whether through the ownership of voting securities, through
other voting rights, by contract or otherwise; provided that direct or indirect beneficial
ownership of capital stock or other interests in an entity or enterprise entitling the holder to
cast 20% or more of the total number of votes generally entitled to be cast in the election of
directors (or persons performing comparable functions) of such entity or enterprise shall be deemed
to constitute control for purposes of this definition.



          
     (e) “Disinterested Director” means a director of the Company who is not and was not a party to
the Claim in respect of which indemnification is sought by Indemnitee.



          
     (f) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



          
     (g) “Expenses” means attorneys’ and experts’ fees and expenses and all other costs and
expenses paid or payable in connection with investigating, defending, being a witness in or
participating in (including on appeal), or preparing to investigate, defend, be a witness in or
participate in (including on appeal), any Claim.



          
     (h) ”Incumbent Crestwood Holdings Directors” means the individuals who, as of the date hereof,
are members of the Management Committee of Crestwood Holdings Partners, LLC (“Crestwood Holdings”),
and any individual becoming a member of the Management Committee of Crestwood Holdings subsequent
to such date whose election or appointment, was approved by a vote of a majority of the then
Incumbent Crestwood Holdings Directors (either by a specific vote or by approval of the proxy
statement of Crestwood Holdings in which such person is named as a nominee for director, without
objection to such nomination).



               (i) “Incumbent Directors” means the individuals who, as of the date hereof, are directors of
the Company, and any individual becoming a director of the Company subsequent to such date whose
election, nomination for election by the Company’s members, or appointment, was approved by a vote
of a majority of the then Incumbent Directors (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee for director, without
objection to such nomination).



          
     (j) “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any
actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a
director, officer, employee or agent of the Company or as a director, officer, employee, member,
manager, trustee or agent of any other corporation, limited liability company, partnership, joint
venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is
or was serving at the request of the Company as a director, officer, employee, member, manager,
trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in
respect of any business, transaction, communication, filing, disclosure or other activity of the
Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii)
Indemnitee’s status as a current or former director, officer, employee or agent of the Company or
as a current or former director, officer, employee, member, manager, trustee or agent of the
Company or any other entity or enterprise referred to in clause (i) of this sentence or



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any actual, alleged or suspected act or failure to act by Indemnitee in connection with any
obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any
service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be
deemed to be serving or to have served at the request of the Company as a director, officer,
employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was
serving as a director, officer, employee, member, manager, trustee or agent of such entity or
enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled
Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit
plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii)
the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be
nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.




               (k) “Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting
from any Indemnifiable Claim.



               (l) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the past five years has been, retained
to represent: (i) the Company (or any Subsidiary of the Company) or Indemnitee in any matter
material to either such party (other than with respect to matters concerning Indemnitee under this
Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other
named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable
Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term
“Independent Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in representing either the
Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.



               (m) “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines,
penalties (whether civil, criminal or other) and amounts paid in settlement, including all
interest, assessments and other charges paid or payable in connection with or in respect of any of
the foregoing.



               (n) “Person” means an individual or a corporation, limited liability company, partnership,
joint venture, trust, unincorporated organization, association, government agency or political
subdivision thereof or other entity.



               (o) “Subsidiary” of a Person means a corporation, partnership, limited liability company or
other entity in which such Person owns directly or indirectly more than 50% of the outstanding
shares of voting stock or other voting interest.



               (p) “Voting Securities” means the securities entitled to vote generally in the election of
directors or persons who serve similar functions.



          2. Indemnification Obligation. Subject to Section 7, the Company shall indemnify, defend and
hold harmless Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in
effect on the date hereof or as such laws may from time to time hereafter be amended to increase
the scope of such permitted indemnification, against any and all






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Indemnifiable Claims and Indemnifiable Losses; provided, however, that, except as provided in
Sections 4 and 21, Indemnitee shall not be entitled to indemnification pursuant to this Agreement
in connection with any Claim initiated by Indemnitee against the Company or any director or officer
of the Company unless the Company has joined in or consented to the initiation of such Claim.




          3. Advancement of Expenses. Indemnitee shall have the right to advancement by the Company
prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to,
arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which
Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s
right to such advancement is not subject to the satisfaction of any standard of conduct. Without
limiting the generality or effect of the foregoing, within five business days after any request by
Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay
such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to
pay such Expenses, or (c) reimburse Indemnitee for such Expenses.




          4. Indemnification for Additional Expenses. Without limiting the generality or effect of the
foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by
Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of
such request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines
are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made,
instituted or conducted by Indemnitee for (a) indemnification or reimbursement or advance payment
of Expenses by the Company under any provision of this Agreement, or under any other agreement or
provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims,
and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by
the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled
to such indemnification, reimbursement, advance or insurance recovery, as the case may be;
provided, however, that Indemnitee shall return, without interest, any such advance of Expenses
(or portion thereof) which remains unspent at the final disposition of the Claim to which the
advance related.




          5. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of any Indemnifiable Loss, but not for all of
the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled.




          6. Procedure for Notification. To obtain indemnification under this Agreement in respect of an
Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request
therefor, including a brief description (based upon information then available to Indemnitee) of
such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the
Company has directors’ and officers’ liability insurance in effect under which coverage for such
Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt
written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in
accordance with the procedures set forth in the applicable policies. The Company shall provide to
Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent
correspondence between the Company and such insurers regarding the Indemnifiable Claim or
Indemnifiable Loss, in each case






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substantially concurrently with the delivery or receipt thereof by the Company. The failure by
Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not
relieve the Company from any liability hereunder unless, and only to the extent that, the Company
did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results
in forfeiture by the Company of substantial defenses, rights or insurance coverage.




          7. Determination of Right to Indemnification.




               (a) To the extent that Indemnitee shall have been successful on the merits or otherwise in
defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter
therein, including dismissal without prejudice, Indemnitee shall be indemnified against all
Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in
accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 7(b))
shall be required.



               (b) To the extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable
Claim that shall have been finally disposed of, any determination of whether Indemnitee has
satisfied any applicable standard of conduct under Delaware law that is a legally required
condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses
relating to, arising out of or resulting from such Indemnifiable Claim (a “Standard of Conduct
Determination” ) shall be made as follows: (i) if a Change in Control shall not have occurred, or
if a Change in Control shall have occurred but Indemnitee shall have requested that the Standard of
Conduct Determination be made pursuant to this clause (i), (A) by a majority vote of the
Disinterested Directors, even if less than a quorum of the Board, (B) if such Disinterested
Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a
majority vote of all Disinterested Directors, or (C) if there are no such Disinterested Directors,
by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be
delivered to Indemnitee; and (ii) if a Change in Control shall have occurred and Indemnitee shall
not have requested that the Standard of Conduct Determination be made pursuant to clause (i), by
Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered
to Indemnitee. Indemnitee will cooperate with the person or persons making such Standard of Conduct
Determination, including providing to such person or persons, upon reasonable advance request, any
documentation or information which is not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably necessary to such determination. The
Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall
reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any
and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by
Indemnitee in so cooperating with the person or persons making such Standard of Conduct
Determination.



               (c) The Company shall use its reasonable best efforts to cause any Standard of Conduct
Determination required under Section 7(b) to be made as promptly as practicable. If (i) the person
or persons empowered or selected under Section 7 to make the Standard of Conduct Determination
shall not have made a determination within 30 days after the later of (A) receipt by the Company of
written notice from Indemnitee advising the Company of the final disposition of the applicable
Indemnifiable Claim (the date of such receipt being the “Notification Date” ) and (B) the
selection of an Independent Counsel, if such determination is to be made by Independent Counsel,
that is permitted under the provisions of Section 7(e) to



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make such
determination and (ii) Indemnitee shall have fulfilled his/her obligations set forth in the second
sentence of Section 7(b), then Indemnitee shall be deemed to have satisfied the applicable standard
of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed
an additional 30 days, if the person or persons making such determination in good faith requires
such additional time for the obtaining or evaluation or documentation and/or information relating
thereto.



               (d) If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable
Losses pursuant to Section 7(a), (ii) no determination of whether Indemnitee has satisfied any
applicable standard of conduct under Delaware law is a legally required condition precedent to
indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has
been determined or deemed pursuant to Section 7(b) or (c) to have satisfied any applicable standard
of conduct under Delaware law which is a legally required condition precedent to indemnification of
Indemnitee hereunder against any Indemnifiable Losses, then the Company shall pay to Indemnitee,
within five business days after the later of (x) the Notification Date in respect of the
Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which
such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the
earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall
have been satisfied, an amount equal to the amount of such Indemnifiable Losses.



               (e) If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to
Section 7(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the
Company shall give written notice to Indemnitee advising him or her of the identity of the
Independent Counsel so selected. If a Standard of Conduct Determination is to be made by
Independent Counsel pursuant to Section 7(b)(ii), the Independent Counsel shall be selected by
Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of
the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may,
within five business days after receiving written notice of selection from the other, deliver to
the other a written objection to such selection; provided, however, that such objection may be
asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria
set forth in the definition of “Independent Counsel” in Section 1(l), and the objection shall set
forth with particularity the factual basis of such assertion. Absent a proper and timely objection,
the person or firm so selected shall act as Independent Counsel. If such written objection is
properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve
as Independent Counsel unless and until such objection is withdrawn or a court has determined that
such objection is without merit and (ii) the non-objecting party may, at its option, select an
alternative Independent Counsel and give written notice to the other party advising such other
party of the identity of the alternative Independent Counsel so selected, in which case the
provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply
to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the
immediately preceding sentence shall apply to successive alternative selections. If no Independent
Counsel that is permitted under the foregoing provisions of this Section 7(e) to make the Standard
of Conduct Determination shall have been selected within 30 days after the Company gives its
initial notice pursuant to the first sentence of this Section 7(e) or Indemnitee gives its initial
notice pursuant to the second sentence of this Section 7(e), as the case may be, either the Company
or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any
objection which shall have been made by the Company or Indemnitee to the



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other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a
person or firm selected by the Court or by such other person as the Court shall designate, and the
person or firm with respect to whom all objections are so resolved or the person or firm so
appointed will act as Independent Counsel. In all events, the Company shall pay all of the
reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent
Counsel’s determination pursuant to Section 7(b).




          8. Presumption of Entitlement. In making any Standard of Conduct Determination, the person or
persons making such determination shall presume that Indemnitee has satisfied the applicable
standard of conduct, and the Company may overcome such presumption only by its adducing clear and
convincing evidence to the contrary. Any Standard of Conduct Determination that is adverse to
Indemnitee may be challenged by Indemnitee in the Court of Chancery of the State of Delaware. No
determination by the Company (including by its directors or any Independent Counsel) that
Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by
Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company
hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.




          9. No Other Presumption. For purposes of this Agreement, the termination of any Claim by
judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea
of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet
any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.




          10. Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any other
rights Indemnitee may have under the Constituent Documents, or the substantive laws of the
Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “Other
Indemnity Provisions” ); provided, however, that (a) to the extent that Indemnitee otherwise
would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee
will be deemed to have such greater right hereunder and (b) to the extent that any change is made
to any Other Indemnity Provision which permits any greater right to indemnification than that
provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater
right hereunder. Except as set forth in the proviso to the immediately preceding sentence, the
Other Indemnity Provisions shall not be taken into account in construing or apply the provisions of
this Agreement, which are intended to operate independently of the Other Indemnity Provisions. The
Company will not adopt any amendment to any of the Constituent Documents the effect of which would
be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any
Other Indemnity Provision.




          11. Liability Insurance and Funding. For the duration of Indemnitee’s service as a director
and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any
pending or possible Indemnifiable Claim, the Company shall use commercially reasonable efforts
(taking into account the scope and amount of coverage available relative to the cost thereof) to
cause to be maintained in effect policies of directors’ and officers’ liability insurance providing
coverage for directors and/or officers of the Company that is at least substantially comparable in
scope and amount to that provided by the Company’s current policies of directors’ and officers’
liability insurance. The Company shall provide Indemnitee with a copy of all directors’ and
officers’ liability insurance applications, binders, policies, declarations,






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endorsements and other related materials, and shall provide Indemnitee with a reasonable
opportunity to review and comment on the same. Without limiting the generality or effect of the two
immediately preceding sentences, the Company shall not discontinue or significantly reduce the
scope or amount of coverage from one policy period to the next (i) without the prior approval
thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at
the time that any such discontinuation or significant reduction in the scope or amount of coverage
is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee
(which consent shall not be unreasonably withheld or delayed). In all policies of directors’ and
officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in
such a manner as to provide Indemnitee the same rights and benefits, subject to the same
limitations, as are accorded to the Company’s directors and officers most favorably insured by such
policy. The Company may, but shall not be required to, create a trust fund, grant a security
interest or use other means, including a letter of credit, to ensure the payment of such amounts as
may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this
Agreement.




          12. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the related rights of recovery of Indemnitee against other
Persons (other than Indemnitee’s successors), including any entity or enterprise referred to in
clause (i) of the definition of “Indemnifiable Claim” in Section 1(j). Indemnitee shall execute all
papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses,
including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of
Indemnitee, advanced by the Company).




          13. No Duplication of Payments. The Company shall not be liable under this Agreement to make
any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has
otherwise actually received payment (net of Expenses incurred in connection therewith) under any
insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including
from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim”
in Section 1(j)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.




          14. Indemnification of Crestwood Holdings. The Company shall indemnify, defend and hold
Crestwood Holdings harmless against, and shall advance expenses to Crestwood Holdings in the same
manner as contemplated by Section 3 in connection with, any and all obligations of Crestwood
Holdings to indemnify, hold harmless or advance expenses to Indemnitee against or in connection
with any Indemnifiable Claim (including any and all Losses, costs and expenses incurred,
experienced, advanced, paid or payable by Crestwood Holdings pursuant to or as a result of any such
obligations). This covenant is intended to be for the benefit of, and shall be enforceable by,
Crestwood Holdings and any successor to Crestwood Holdings.




          15. Defense of Claims. The Company shall be entitled to participate in the defense of any
Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to
Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by
Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present
such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable
Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee
shall conclude that there may be one or more legal defenses available






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to him or her that are different from or in addition to those available to the Company, or (c) any
such representation by such counsel would be precluded under the applicable standards of
professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel
(but not more than one law firm plus, if applicable, local counsel in respect of any particular
Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under
this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim
effected without the Company’s prior written consent. The Company shall not, without the prior
written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable
Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves
the payment of money and includes a complete and unconditional release of Indemnitee from all
liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the
Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided
that Indemnitee may withhold consent to any settlement that does not provide a complete and
unconditional release of Indemnitee.




          16. Successors and Binding Agreement.




               (a) The Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise) to all or substantially all of the business or assets
of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her
counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent the Company would be required to perform if no such succession had taken place. This
Agreement shall be binding upon and inure to the benefit of the Company and any successor to the
Company, including any Person acquiring directly or indirectly all or substantially all of the
business or assets of the Company whether by purchase, merger, consolidation, reorganization or
otherwise (and such successor will thereafter be deemed the “Company” for purposes of this
Agreement), but shall not otherwise be assignable or delegatable by the Company.



               (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s
personal or legal representatives, executors, administrators, heirs, distributees, legatees and
other successors.



               (c) This Agreement is personal in nature and neither of the parties hereto shall, without the
consent of the other, assign or delegate this Agreement or any rights or obligations hereunder
except as expressly provided in Sections 16(a) and 15(b). Without limiting the generality or effect
of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether
by pledge, creation of a security interest or otherwise, other than by a transfer by Indemnitee’s
will or by the laws of descent and distribution, and, in the event of any attempted assignment or
transfer contrary to this Section 16(c), the Company shall have no liability to pay any amount so
attempted to be assigned or transferred.



          17. Notices. For all purposes of this Agreement, all communications, including notices,
consents, requests or approvals, required or permitted to be given hereunder shall be in writing
and shall be deemed to have been duly given when hand delivered or dispatched by electronic
facsimile transmission (with receipt thereof orally confirmed), or five business days after having
been mailed by United States registered or certified mail, return receipt requested, postage
prepaid or one business day after having been sent for next-day delivery by a nationally






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recognized overnight courier service, addressed to the Company (to the attention of the Secretary
of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or
to such other address as any party may have furnished to the other in writing and in accordance
herewith, except that notices of changes of address will be effective only upon receipt.




          18. Governing Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by and construed in accordance with the substantive laws of the State
of Delaware, without giving effect to the principles of conflict of laws of such State. The Company
and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the
State of Delaware for all purposes in connection with any action or proceeding which arises out of
or relates to this Agreement and agree that any action instituted under this Agreement shall be
brought only in the Chancery Court of the State of Delaware.




          19. Validity. If any provision of this Agreement or the application of any provision hereof to
any Person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of
this Agreement and the application of such provision to any other Person or circumstance shall not
be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be
reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal.
In the event that any court or other adjudicative body shall decline to reform any provision of
this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the
immediately preceding sentence, the parties hereto shall take all such action as may be necessary
or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal
with one or more alternative provisions that effectuate the purpose and intent of the original
provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise
illegal.




          20. Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless
such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the
Company. No waiver by either party hereto at any time of any breach by the other party hereto or
compliance with any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied
with respect to the subject matter hereof have been made by either party that are not set forth
expressly in this Agreement.




          21. Legal Fees and Expenses. It is the intent of the Company that Indemnitee not be required
to incur legal fees and or other Expenses associated with the interpretation, enforcement or
defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and
expense thereof would substantially detract from the benefits intended to be extended to Indemnitee
hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if
it should appear to Indemnitee that the Company has failed to comply with any of its obligations
under this Agreement or in the event that the Company or any other Person takes or threatens to
take any action to declare this Agreement void or unenforceable, or institutes any litigation or
other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided
or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes Indemnitee
from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as
hereafter provided, to advise and represent Indemnitee






12









 







in connection with any such interpretation, enforcement or defense, including the initiation or
defense of any litigation or other legal action, whether by or against the Company or any director,
officer, member or other person affiliated with the Company, in any jurisdiction. Notwithstanding
any existing or prior attorney-client relationship between the Company and such counsel, the
Company irrevocably consents to Indemnitee’s entering into an attorney-client relationship with
such counsel, and in that connection the Company and Indemnitee agree that a confidential
relationship shall exist between Indemnitee and such counsel. Without respect to whether Indemnitee
prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be
solely financially responsible for any and all attorneys’ and related fees and expenses incurred by
Indemnitee in connection with any of the foregoing.




          22. Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, (a)
“it” or “its” or words of any gender include each other gender, (b) words using the singular or
plural number also include the plural or singular number, respectively, (c) the terms “hereof,”
“herein,” “hereby” and derivative or similar words refer to this entire Agreement, (d) the terms
“Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article, Section, Annex or
Exhibit of or to this Agreement, (e) the terms “include,” “includes” and “including” will be deemed
to be followed by the words “without limitation” (whether or not so expressed), and (f) the word
“or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such
number will refer to calendar days unless business days are specified and whenever action must be
taken (including the giving of notice or the delivery of documents) under this Agreement during a
certain period of time or by a particular date that ends or occurs on a non-business day, then such
period or date will be extended until the immediately following business day. As used herein,
“business day” means any day other than Saturday, Sunday or a United States federal holiday. The
Section headings contained in this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.




          23. Counterparts. This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original but all of which together shall constitute one and the same
agreement.




[Signatures Appear On Following Page]









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     IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized
representative to execute this Agreement as of the date first above written.



	 	 	 	 	 
	 	CRESTWOOD GAS SERVICES GP LLC

717 Texas Avenue, Suite 3150

Houston, Texas 77002

 	 
	 	By:  	 	 
	 	 	Name 	 	 
	 	 	Title:  	 	 
	 
	 	717 Texas Avenue, Suite 3150

Houston, Texas 77002
 	 
	 	 	 
	 	 	 	 
	 	 	 	 
	 




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