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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  FORM 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended December 31, 2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THESECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    001-33631
  CRESTWOOD MIDSTREAM PARTNERS
    LP
 (Exact name of registrant as
    specified in its charter)
  Delaware

56-2639586(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer Identification No.)717 Texas Avenue, Suite 3150, Houston, Texas

77002(Address of principal executive offices)

(Zip Code)   (832) 519-2200
 (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredCommon Units of Limited Partner Interests

NYSE   Securities registered pursuant to Section 12(g) of the
    Act: None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o(Do not check if a smaller
    reporting company)

Smaller Reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE




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DEFINITIONS
  Alliance Midstream Assets
 Alliance System
 Bbl Bbls
 Bbld
 Btu
 CMLP
 Credit Facility
 Crestwood
 Crestwood Counties
 Crestwood Holdings
 Crestwood Transaction
 DOT
 EBITDA
 EPA
 Exchange Act
 FASB
 FASC Accounting
    Standards Codification
 FERC
 First Reserve
 GAAP
 General Partner
 HCDS
 IPO
 KGS
 LADS
 LIBOR
 Management
 MMBtu
 Mcf
 MMcf
 MMcfd
 NGL NGLs
 NYSE
 Oil
 Omnibus Agreement
 OSHA
 Partnership Agreement
 Predecessor
 Quicksilver
 Quicksilver Counties
 Repurchase Obligation Waiver
 SEC
 Tcfe
 TRRC
 2007 Equity Plan
 2




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##### 



INDEX TO
    ANNUAL REPORT ON
    FORM 10-K
    For the Year Ended December 31, 2010
   
 PART IITEM 1.


Business


6ITEM 1A.


Risk Factors


17ITEM 1B.


Unresolved Staff Comments


33ITEM 2.


Properties


33ITEM 3.


Legal Proceedings


34ITEM 4.


Reserved


34PART IIITEM 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


35ITEM 6.


Selected Financial Data


37ITEM 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


39ITEM 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


50ITEM 8.


Financial Statements and Supplementary Data


51ITEM 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


78ITEM 9A.


Controls and Procedures


78ITEM 9B.


Other Information


80PART IIIITEM 10.


Directors and Executive Officers and Corporate
    Governance


81ITEM 11.


Executive Compensation


85ITEM 12.


Security Ownership of Certain Management and
    Beneficial Owners and Management and Related Unitholder
    Matters


97ITEM 13.


Certain Relationships and Related Transactions
    and Director Independence


98ITEM 14.


Principal Accountant Fees and Services


102PART IVITEM 15.


Exhibits and Financial Statement Schedules


103Signatures


106EX-10.6EX-10.16EX-10.18EX-10.20EX-10.22EX-10.23EX-10.24EX-10.25EX-10.26EX-10.27EX-10.28EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1     3




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FORWARD-LOOKING
    INFORMATION
    
    changes in general economic conditions;
    fluctuations in natural gas prices;
    failure or delays by our customers in achieving expected
    production from natural gas projects;
    competitive conditions in our industry;
    actions taken or non-performance by third parties, including
    suppliers, contractors, operators, processors, transporters and
    customers;
    fluctuations in the value of certain of our assets and
    liabilities;
    changes in the availability and cost of capital;
    operating hazards, natural disasters, weather-related delays,
    casualty losses and other matters beyond our control;
    construction costs or capital expenditures exceeding estimated
    or budgeted amounts;
    the effects of existing and future laws and governmental
    regulations, including environmental and climate change
    requirements;
    the effects of existing or future litigation; and
    certain factors discussed elsewhere in this annual report.    
    the acquisition may not be consummated;
    the representations, warranties, and indemnifications by
    Frontier are limited in the acquisition agreement and our
    diligence into the business has been limited; as a result, the
    assumptions on which our estimates of future results of the
    business have been based may prove to be incorrect in a number
    of material ways, resulting in our not realizing the expected
    benefits of the acquisition and our having limited recourse
    against Frontier;
    financing the acquisition will substantially increase our
    leverage;
    we may not be able to obtain debt financing for the acquisition
    on expected or acceptable terms, which would require us to draw
    on the committed bridge and make the acquisition less accretive;
    the closing of the acquisition is not subject to a financing
    condition and our bridge does not backstop the equity portion of
    our purchase price or our equity commitments, which means we may
    be obligated to close the acquisition even if we do not have
    sufficient funds available to pay the purchase price; 4




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
    the acquisition could expose us to additional unknown and
    contingent liabilities;
    we may not be able to successfully integrate the business, or
    our cost savings and other synergies from the transaction may
    not be fully realized or may take longer to realize than
    expected; and
    we may experience disruption from the transaction making it more
    difficult to maintain relationships with customers, employees or
    suppliers.  Forms 10-K, 10-Q 8-K.
   5




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PART I
  Item 1.
    Business  General
    Overview
  832-519-2200
      Crestwood
    Transaction
  Transaction.
  
    Crestwoods purchase of a 100% interest in Crestwood Gas
    Services GP LLC, our General Partner
    5,696,752 common units and 11,513,625 subordinated
    units; and
    $58 million subordinated note payable by Crestwood
    Midstream Partners LP.    Name and Ticker Symbol Change.
 6




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
    recognition of approximately $3.6 million of costs
    associated with the vesting of equity-based compensation of our
    phantom units in accordance with the
    change-in-control
    provisions of our 2007 Equity Plan;
    acceleration of amounts due under our old $320 million
    credit facility, which was replaced with a new $400 million
    Credit Facility;
    termination of our omnibus agreement with Quicksilver, which was
    replaced with a new Omnibus Agreement;
    termination of our Services and Secondment Agreement with
    Quicksilver which we replaced with a Transition Services
    Agreement with Quicksilver;
    extension of the tenor of all of our gathering and processing
    agreements with Quicksilver to 2020; and
    change to a fixed gathering rate of $0.55 per Mcf for the
    Alliance System for Quicksilver to replace the variable rate
    which had a range of $0.40 to $0.55 per Mcf.  Subordinated Units Termination.
  Subordinated Note Conversion. trading-day
  Credit Agreement.
    Ownership PercentageCrestwood


Public


TotalGeneral partner interest


1.5
%






1.5
%Limited partner interest:Common unitholders


61.7
%


36.8
%


98.5
%Total interests


63.2
%


36.8
%


100.0
%   Recent
    Events
   7




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and/or and/or
      Form 10-K
  Business
    Strategy
    
    Pursuing midstream acquisitions.  We intend to
    pursue strategic midstream acquisition opportunities that would
    diversify and extend our geographic, customer and business
    profile and provide visible organic growth opportunities for us.
    Increasing utilization of existing assets and prudently
    expanding our pipeline capacity to meet our customers
    gathering, processing and treating
    needs.  Quicksilver, which has contractually
    dedicated additional volumes to our systems, has publicly
    announced a drilling program in the Fort Worth Basin for
    2011 that we expect to result in increased volumes through our
    assets. While it may be necessary for us to 8




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incur capital expenditures to accommodate these additional
    volumes in certain areas, we expect that our budgeted capital
    expenditures of $37 million for 2011, including both growth
    capital and maintenance capital, will be adequate to meet these
    needs.  
    Attracting new customers and volumes to our existing
    facilities.  We believe that the Fort Worth
    Basin will continue to be an area of significant capital
    investment by energy companies. We aim to attract increased
    gathering, processing and treating volumes by marketing our
    midstream services, expanding our gathering system and providing
    superior customer service to these natural gas producers.
    Further, we believe that the high cost of entry into the
    midstream business serves as a barrier to competitors entering
    the market and enhances our ability to compete for third
    parties volumes.
    Minimizing commodity price exposure and maintaining a
    disciplined financial policy.  Where possible, we
    intend to continue to pursue fee-based service agreements which
    allow us to minimize significant direct commodity price
    exposure. We also intend to follow a disciplined financial
    policy by maintaining a prudent cash distribution policy and
    capital structure.  Business
    Strengths
    
    Our assets are strategically located in the Fort Worth
    Basin.  The Fort Worth Basin remains one of
    the most important natural gas producing areas in the United
    States. We believe that our established position in this area,
    together with anticipated growth in production from Quicksilver
    and other producers, gives us an opportunity to expand our
    gathering system footprint and increase our throughput volumes
    and plant utilization, ultimately increasing cash flows.
    We provide an integrated package of midstream
    services.  We provide a broad range of bundled
    midstream services to natural gas producers, including
    gathering, compressing, treating and processing natural gas and
    delivering NGLs.
    We have the financial flexibility to pursue growth
    opportunities.  At December 31, 2010, the
    lenders commitments under our Credit Facility were
    $400 million and could expand our borrowing capacity up to
    $500 million, if certain financial ratios are achieved and
    we seek and receive lender approval. Based on our results
    through December 31, 2010, our total borrowing capacity was
    $393 million and our borrowings were $283.5 million.
    Our credit agreement matures on October 1, 2015. We believe
    that the current and future capacity under the Credit Facility,
    combined with internally generated funds and our ability to
    access the capital markets, will enable us to complete all of
    our near-term growth projects.
    We have an experienced, knowledgeable management team with a
    proven record of performance.  Our management team
    has a proven record of enhancing value through the acquisition,
    integration, development and operation of midstream assets in
    our industry. We believe that this team provides us with a
    strong foundation for developing additional natural gas
    gathering and processing assets and pursuing strategic
    acquisition opportunities.  Acquisitions
    Alliance Acquisition.
 9




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Our
    Assets and Areas of Operation
        Cowtown
    System
    
    the Cowtown Pipeline, consisting of a gathering system and
    related gas compression facilities. This system gathers natural
    gas produced by our customers and delivers it to the Cowtown and
    Corvette Plants for processing;
    the Cowtown Plant, consisting of two natural gas processing
    units with a total capacity of 200 MMcfd that extract NGLs
    from the natural gas stream and deliver customers residue
    gas and extracted NGLs to unaffiliated pipelines for sale
    downstream; and
    the Corvette Plant, placed in service during 2009, consisting of
    a 125 MMcfd natural gas processing unit that extracts NGLs
    from the natural gas stream and delivers customers residue
    gas and extracted NGLs to unaffiliated pipelines for sale
    downstream.    Lake
    Arlington Dry System
    Alliance
    Midstream Assets
   10




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Hill
    County Dry System
      rights-of-way
    Competition
      Customers
    and Concentration of Credit Risk
    Governmental
    Regulation
   11




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Gathering pipeline
    regulation.
    Safety
    and Maintenance Regulation
   12




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right-to-know
    Environmental
    Matters
  General.
  
    requiring the installation of pollution-control equipment or
    otherwise restricting the way we can handle or dispose of our
    wastes;
    limiting or prohibiting construction activities in sensitive
    areas, such as wetlands, coastal regions or areas inhabited by
    endangered or threatened species;
    requiring investigatory and remedial actions to mitigate or
    eliminate pollution conditions caused by our operations or
    attributable to former operations; and
    enjoining the operations of facilities deemed to be in
    non-compliance with such environmental laws and regulations and
    permits issued pursuant thereto.   13




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Hazardous substances and waste.
     14




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Air emissions.
  Climate change. 2 and/or
  2 2 2
 15




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2
  Water discharges.
  Endangered species.
  Anti-terrorism measures.
  Employees
    Available
    Information and Corporate Governance Documents
  Available Information. Form 10-K, Form 10-Q, Form 8-K time-to-time, www.crestwoodlp.com 1-800-SEC-0330. www.sec.gov.
  832-519-2200.
 16




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Item 1A.
    Risk
    Factors    Risks
    Related to our Business
  We are
    dependent on a limited number of natural gas producers,
    including Quicksilver, for the natural gas we gather, treat,
    process and transport. A material reduction would result in a
    material decline in our volumes, revenue and cash available for
    distribution.
        We may
    not have sufficient available cash to enable us to make cash
    distributions to holders of our common units at the current
    distribution rate under our cash distribution
    policy.
    
    the fees we charge and the margins we realize for our services;
    the level of production, and the prices of, natural gas, NGLs,
    and condensate;
    the volume of natural gas and NGLs we gather and process;
    the level of competition from other midstream energy companies;
    the level of our operating and maintenance and general and
    administrative costs;
    prevailing economic conditions;
    the level of capital expenditures we make;
    our ability to make borrowings under our Credit Facility;
    the cost of acquisitions; 17




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
    our debt service requirements;
    fluctuations in our working capital needs;
    our ability to access capital markets;
    compliance with our debt agreements; and
    the amount of cash reserves established by our General Partner.  The
    amount of cash we have available for distribution to holders of
    our common units depends primarily on our cash flow and not
    solely on profitability. Accordingly we may be prevented from
    making distributions, even during periods in which we record net
    income.
      Estimates
    of oil and gas reserves depend on many assumptions that may turn
    out to be inaccurate. Therefore, future volumes of natural gas
    on our systems could be less than we anticipate and could
    adversely affect our financial performance and our ability to
    make cash distributions.
    Because
    of the natural decline in production from existing wells in our
    area of operations, our success depends on our ability to obtain
    new sources of natural gas which is dependent on factors beyond
    our control. Any decrease in supplies of natural gas could
    result in a material decline in the volumes we gather, process,
    treat and compress.
     18




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Our
    construction of new assets may not result in revenue increases
    and is subject to regulatory, environmental, political, legal
    and economic risks, which could adversely affect our cash flows,
    results of operations and financial condition.
  rights-of-way. rights-of-way rights-of-way. rights-of-way
  If we
    do not make acquisitions on economically acceptable terms, our
    future growth will be limited.
      
    mistaken assumptions about volumes, revenue and costs, including
    synergies;
    an inability to integrate successfully the assets we acquire;
    the assumption of unknown liabilities;
    limitations on rights to indemnity from the seller;
    mistaken assumptions about the overall costs of equity or debt;
    the diversion of managements and employees attention
    from other business matters;
    unforeseen difficulties operating in new product areas, with new
    customers, or new geographic areas; and
    customer or key employee losses at the acquired businesses. 19




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We
    depend on our midstream assets to generate our revenue, and if
    the utilization of these assets was reduced significantly, there
    could be a material adverse effect on our revenue, earnings, and
    ability to make distributions to our unitholders.
    
    operational problems, labor difficulties or environmental
    proceedings or other litigation that compel curtailing of all or
    a portion of the operations;
    catastrophic events at our facilities or at downstream
    facilities owned by others;
    lack of transportation or fractionation capacity;
    an inability to obtain sufficient quantities of natural
    gas; or
    prolonged reductions in exploration or production activity by
    producers in the areas in which we operate.      We
    cannot control the operations of gas processing, liquids
    fractionation and transportation facilities of third-parties,
    and our revenue and cash available for distribution could be
    adversely affected.
    A
    change in the jurisdictional characterization of some of our
    assets by federal, state or local regulatory agencies or a
    change in policy by those agencies may result in increased
    regulation of our assets, which may cause our revenue to decline
    and operating expenses to increase.
     20




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We are
    subject to environmental laws, regulations and permits,
    including greenhouse gas requirements that may expose us to
    significant costs, liabilities and obligations.
        cap-and-trade cap-and-trade
 21




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We may
    incur significant costs as a result of pipeline integrity
    management program testing.
    
    perform ongoing assessments of pipeline integrity;
    identify and characterize applicable threats to pipeline
    segments that could impact a high consequence area;
    maintain processes for data collection, integration and analysis;
    repair and remediate pipelines as necessary; and
    implement preventive and mitigating actions.    If we
    are unable to obtain needed capital or financing on satisfactory
    terms, our ability to make cash distributions may be diminished
    or our financial leverage could increase.
    We do
    not own all of the land on which our pipelines and facilities
    are located, which could disrupt our operations.
  rights-of-way.
 22




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Our
    business involves many hazards and operational risks, some of
    which may not be adequately covered by insurance. The occurrence
    of a significant accident or other event that is not adequately
    insured could curtail our operations and have a material adverse
    effect on our business, results of operations, financial
    condition and ability to make cash distributions.
    
    damage to pipelines and plants, related equipment and
    surrounding properties caused by natural disasters and acts of
    terrorism;
    inadvertent damage from construction, farm and utility equipment;
    leaks or losses of natural gas or NGLs as a result of the
    malfunction of equipment or facilities;
    fires and explosions; and
    other hazards that could also result in personal injury, loss of
    life, pollution or suspension of operations.    The
    provisions of our Credit Facility and the risks associated with
    our debt could adversely affect our business, financial
    condition, results of operations, ability to make distributions
    to unitholders and value of our units.
    
    incur additional debt or guarantee other indebtedness;
    make distributions on, redeem or repurchase units;
    make certain investments and acquisitions;
    incur or permit certain liens to exist;
    enter into certain types of transactions with affiliates;
    merge, consolidate or amalgamate with another company; and
    transfer or otherwise dispose of assets.     23




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We are
    exposed to the credit risks of Quicksilver, and third-party
    customers and any material non-payment or non-performance by
    these customers could reduce our ability to make distributions
    to our unitholders.
      The
    loss of key personnel could adversely affect our ability to
    operate.
      We may
    incur additional general and administrative costs as a result of
    the Crestwood Transaction.
    Risks
    Inherent in an Investment in us
  Crestwood
    owns and controls our General Partner, which has sole
    responsibility for conducting our business and managing our
    operations. Crestwood and our General Partner have conflicts of
    interest with, and may favor, Crestwoods interests to the
    detriment of our unitholders.
   24




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Crestwood
    is not limited in its ability to compete with us and is not
    obligated to offer us the opportunity to acquire additional
    assets or businesses, which could limit our ability to grow and
    could adversely affect our results of operations and cash
    available for distribution to our unitholders.
    Cost
    reimbursements due to Crestwood and our General Partner for
    services provided to us or on our behalf will be substantial and
    will reduce our cash available for distribution to our
    unitholders. The amount and timing of such reimbursements will
    be determined by our General Partner.
    If you
    are not an eligible holder, you may not receive distributions or
    allocations of income or loss on your common units and your
    common units will be subject to redemption.
    Our
    General Partners liability regarding our obligations is
    limited.
    Our
    Partnership Agreement requires that we distribute all of our
    available cash, which could limit our ability to grow and make
    acquisitions.
     25




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per-unit
  Our
    General Partner may elect to cause us to issue Class B and
    general partner units to it in connection with a resetting of
    the target distribution levels related to its incentive
    distribution rights, without the approval of the special
    committee of its board of directors or the holders of our common
    units. This could result in lower distributions to holders of
    our common units.
      Holders
    of our common units have limited voting rights and are not
    entitled to elect our General Partner or its
    directors.
    Even
    if holders of our common units are dissatisfied, they cannot
    initially remove our General Partner without its
    consent.
   26




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2 3
  Our
    Partnership Agreement restricts the voting rights of certain
    unitholders owning 20% or more of our common
    units.
    Our
    General Partner interest or the control of our General Partner
    may be transferred to a third party without unitholder
    consent.
    We may
    issue additional units without unitholder approval, which would
    dilute existing ownership interests.
    
    our existing unitholders proportionate ownership interest
    in us will decrease;
    the amount of cash available for distribution on each unit may
    decrease;
    the ratio of taxable income to distributions may increase;
    the relative voting strength of each previously outstanding unit
    may be diminished; and
    the market price of the common units may decline.  Crestwood
    may sell units in the public or private markets, and such sales
    could have an adverse impact on the trading price of the common
    units.
    Our
    General Partner has a limited call right that may require
    existing unitholders to sell their units at an undesirable time
    or price.
   27




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Unitholders
    liability may not be limited if a court finds that unitholder
    action constitutes control of our business.
    
    we were conducting business in a state but had not complied with
    the applicable limited partnership statute; or
    unitholders right to act with other unitholders to remove
    or replace our General Partner, to approve some amendments to
    our partnership agreement or to take other actions under our
    partnership agreement constitute control of our
    business.  Unitholders
    may have liability to repay distributions that were wrongfully
    distributed to them.
  Section 17-607
  The
    market price of our common units could be volatile due to a
    number of factors, many of which are beyond our
    control.
    Risks
    Related to the Frontier Acquisition
  Our
    pending acquisition of Frontier may not be
    consummated.
    
    timely approval under the
    Hart-Scott-Rodino
    Antitrust Improvements Act of 1976 (the HSR Act) for
    the transaction contemplated by the Frontier Purchase and Sale
    Agreement; 28




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
    the continued accuracy of the representations and warranties
    contained in the Frontier Purchase and Sale Agreement;
    the performance by each party of its obligations under the
    Frontier Purchase and Sale Agreement; and
    the absence of any injunction, decree or other order from any
    governmental authority enjoining or prohibiting, or of any law
    being enacted which would prohibit, the consummation of the
    transactions contemplated in the Frontier Purchase and Sale
    Agreement.    The
    closing of the Frontier Acquisition is not subject to a
    financing condition and the Bridge Loans do not backstop the
    equity portion of the purchase price or our equity
    commitments.
    The
    representations, warranties, and indemnifications by Frontier
    are limited in the Frontier Purchase and Sale Agreement; as a
    result, the assumptions on which our estimates of future results
    of the Frontier Assets have been based may prove to be incorrect
    in a number of material ways, resulting in us not realizing the
    expected benefits of the Frontier Assets.
      
    unexpected operational events;
    adverse weather conditions;
    regulatory hurdles;
    facility or equipment malfunctions or breakdowns;
    a shortage of skilled labor; and
    risks associated with subcontractors services, supplies,
    cost escalation and personnel. 29




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Financing
    the Frontier Acquisition will substantially increase our
    leverage. We may not be able to obtain debt financing for the
    acquisition on expected or acceptable terms.
  and/or
    The
    acquisition of the Frontier Assets could expose us to additional
    unknown and contingent liabilities.
    Tax Risks
    to Common Unitholders
  Our
    tax treatment depends on our being treated as a partnership for
    federal income tax purposes, as well as our not being subject to
    a material amount of additional entity-level taxation by
    individual states. If the Internal Revenue Service were to treat
    us as a corporation or if we become subject to a material amount
    of additional entity-level taxation for state tax purposes, then
    it would substantially reduce the amount of cash available for
    distribution to our unitholders.
     30




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The
    tax treatment of publicly traded partnerships or an investment
    in our common units could be subject to potential legislative,
    judicial or administrative changes and differing
    interpretations, possibly on a retroactive basis.
    We
    prorate our items of income, gain, loss and deduction between
    transferors and transferees of our units each month based upon
    the ownership of our units on the first day of each month,
    instead of on the basis of the date a particular unit is
    transferred. The IRS may challenge this treatment, which could
    change the allocation of items of income, gain, loss and
    deduction among our unitholders.
    An
    Internal Revenue Service contest of the federal income tax
    positions we have taken or may take may adversely affect the
    market for our common units, and the cost of any Internal
    Revenue Service contest will reduce our cash available for
    distribution to our unitholders.
    Unitholders
    will be required to pay taxes on their share of our income even
    if they do not receive any cash distributions from
    us.
   31




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The
    tax gain or loss on the disposition of our common units could be
    different than expected.
    Tax-exempt
    entities and foreign persons face unique tax issues from owning
    common units that may result in adverse tax consequences to
    them.
  non-United non-United non-United
  We
    will treat each purchaser of units as having the same tax
    benefits without regard to the actual common units purchased.
    The IRS may challenge this treatment, which could result in a
    unitholder owing more tax and could otherwise adversely affect
    the value of the common units.
    We may
    adopt certain valuation methodologies that may result in a shift
    of income, gain, loss and deduction between the general partner
    and the unitholders. The IRS may challenge this treatment, which
    could adversely affect the value of the common
    units.
   32




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The
    sale or exchange of 50 percent or more of our capital and
    profits interests during any
    12-month
    period will result in the termination of our partnership for
    federal income tax purposes.
    Unitholders
    may become subject to state and local taxes and return filing
    requirements in states where they do not live as a result of
    their investment in our common units.
    A
    unitholder whose common units are loaned to a short
    seller to cover a short sale of common units may be
    considered as having disposed of those common units. If so, such
    unitholder would no longer be treated for tax purposes as a
    partner with respect to those common units during the period of
    the loan and may recognize gain or loss from the
    disposition.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties   33




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Item 3.
    Legal
    Proceedings    Item 4.
    Reserved 34




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##### Table of Contents



PART II
  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchase of Equity Securities  Market
    Information
    DistributionsPer CommonQuarter Ended

High


Low


Unit


Record Date

Payment DateMarch 31, 2009

$
14.84


$
10.06


$
0.37


May 5, 2009

May 15, 2009June 30, 2009

$
14.78


$
11.46


$
0.37


Aug. 4, 2009

Aug. 14, 2009September 30, 2009

$
17.88


$
13.52


$
0.39


Nov. 3, 2009

Nov. 13, 2009December 31, 2009

$
22.77


$
17.20


$
0.39
(1)

Feb. 2, 2010

Feb. 12, 2010March 31, 2010

$
21.20


$
18.58


$
0.39


May 4, 2010

May 14, 2010June 30, 2010

$
22.19


$
16.41


$
0.42


Aug. 3, 2010

Aug. 13, 2010September 30, 2010

$
24.68


$
18.99


$
0.42


Nov. 2, 2010

Nov. 12, 2010December 31, 2010

$
28.65


$
24.46


$
0.43
(2)

Feb. 1, 2011

Feb. 11, 2011     (1)
    
    The fourth quarter 2009 distribution is reflected as 2010
    activity, since distributions are recorded when paid.(2)
    
    The fourth quarter 2010 distribution will be reflected as 2011
    activity, since distributions are recorded when paid.    Cash
    Distribution Policy
   35




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Performance
    Graph
    Comparison
    of Cumulative Total Return
  
 36




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Year Ended December 31,2010


2009


2008


2007


2006(In thousands, except per unit and volume data)Operating Results Data:Total revenues

$
113,590


$
95,881


$
76,084


$
35,695


$
13,918Total operating expenses


65,718



52,473



38,933



22,513



11,340Operating income


47,872



43,408



37,151



13,182



2,578Income before income taxes


34,322



34,890



28,725



9,161



2,591Net income from continuing operations


34,872



34,491



28,472



8,848



2,456Loss from discontinued operations






(1,992
)


(2,330
)


(592
)


(35
)Net income


34,872



32,499



26,142



8,256



2,421Diluted earnings per unit:From continuing operations per unit

$
1.03


$
1.25


$
1.03


$
0.22



n/aNet earnings per unit

$
1.03


$
1.18


$
0.95


$
0.20



n/aCash distributions per unit(1)

$
1.66


$
1.52


$
1.39


$
0.47



n/aNet cash provided by (used in):Operating activities

$
48,003


$
68,949


$
52,572


$
14,949


$
6,445Investing activities


(149,345
)


(54,818
)


(148,079
)


(73,797
)


(78,360
)Financing activities


100,598



(13,688
)


94,685



57,176



74,712Volumes gathered (MMcf)


125,317



93,955



70,617



34,284



14,263Volumes processed (MMcf)


46,660



54,386



56,225



30,802



13,496Adjusted gross margin (2)(4)

$
70,231


$
64,237


$
50,282


$
20,884


$
5,506EBITDA (3)(4)


70,231



64,238



50,293



21,120



5,519Financial Condition Information:Property, plant and equipment, net

$
531,371


$
482,497


$
441,863


$
254,555


$
128,456Total assets


570,627



487,624



502,606



278,410



134,623Long-term debt


283,504



125,400



174,900



5,000



Other long-term obligations(5)


9,877



62,162



123,928



118,306



503Partners capital


258,753



284,837



115,208



110,200



118,652     (1)
    
    Reported amounts include the fourth quarter distribution on all
    common units paid in the first quarter of the subsequent year.(2)
    
    Defined as total revenues less operations and maintenance
    expense and general and administrative expense. Additional
    information regarding Adjusted Gross Margin, including a
    reconciliation of Adjusted Gross Margin to Net Income as
    determined in accordance with GAAP, is included in Results
    of Operations in Item 7 of this annual report. 37




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##### Table of Contents



(3)
    
    Defined as net income plus income tax provision, interest
    expense, and depreciation and accretion expense. Additional
    information regarding EBITDA, including a reconciliation of
    EBITDA to Net Income as determined in accordance with GAAP, is
    included in Results of Operations in Item 7 of
    this annual report.(4)
    
    For 2006, adjusted gross margin and EBITDA of $5.5 million
    less $3.1 million in depreciation and accretion expense
    equals reported net income of $2.4 million.(5)
    
    Other long-term obligations include the subordinated note
    payable to Crestwood, and Quicksilver prior to October 1,
    2010, which was converted to common units in the fourth quarter
    of 2010, repurchase obligations to Quicksilver, which concluded
    in the forth quarter of 2009 and asset retirement obligations. 38




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##### Table of Contents



ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following is a discussion of our historical consolidated
    financial condition and results of operations that is intended
    to help the reader understand our business, results of
    operations and financial condition. It should be read in
    conjunction with other sections of this annual report, including
    our historical consolidated financial statements and
    accompanying notes thereto included in Item 8.
  This MD&A includes the following sections:
  
    Current Year Highlights
    Overview and Performance Metrics
    Results of Operations
    Liquidity and Capital Resources
    Critical Accounting Estimates  Current
    Year Highlights
    Alliance
    Midstream Assets Acquisition
    Equity
    Offering
    Crestwood
    Transaction
     39




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Recent
    Events
    and/or and/or
     40




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##### Table of Contents



Form 10-K
  Overview
    and Performance Metrics
        Volume
  
    the level of successful drilling and production activity in
    areas where our systems are located;
    our ability to compete with other midstream companies for
    production volumes; and
    our pursuit of new acquisition opportunities which might lead to
    new supplies of natural gas.  Adjusted Gross Margin
  Operating Expenses
  EBITDA
 41




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##### Table of Contents




    financial performance of our assets without regard to financing
    methods, capital structure or historical cost basis;
    our operating performance as compared to those of other
    companies in the midstream industry without regard to financing
    methods, capital structure or historical cost basis; and
    the viability of acquisitions and capital expenditure projects
    and the rates of return on investment opportunities.  Results
    of Operations
    Year Ended December 31,2010


2009


2008(In thousands, except volume data)Total revenues

$
113,590


$
95,881


$
76,084Operations and maintenance expense


28,392



24,035



19,395General and administrative expense


14,967



7,609



6,407Adjusted gross margin


70,231



64,237



50,282Other income






1



11EBITDA


70,231



64,238



50,293Depreciation and accretion expense


22,359



20,829



13,131Interest expense


13,550



8,519



8,437Income tax provision (benefit)


(550
)


399



253Net income from continuing operations


34,872



34,491



28,472Loss from discontinued operations






(1,992
)


(2,330
)Net income

$
34,872


$
32,499


$
26,142     Gathering


Processing2010


2009


2008


2010


2009


2008(MMcf)Cowtown System


47,275



55,337



57,550



46,660



54,386



56,225Lake Arlington Dry System


26,854



23,132



13,067











Alliance Midstream Assets


51,188



15,486















Total


125,317



93,955



70,617



46,660



54,386



56,225  42




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##### Table of Contents



Gathering


Processing


Other


Total(In thousands)Revenue for the year ended ended December 31, 2008

$
39,699


$
35,485


$
900


$
76,084Volume changes


13,120



(1,161
)






11,959Price changes


7,084



363



391



7,838Revenue for the year ended ended December 31, 2009

$
59,903


$
34,687


$
1,291


$
95,881Volume changes


19,994



(4,927
)






15,067Price changes


3,497



436



(1,291
)


2,642Revenue for the year ended ended December 31, 2010

$
83,394


$
30,196


$



$
113,590   2010
    Compared with 2009
  Total Revenue Volumes 
  Operations and Maintenance Expense  change-in-control
  General and Administrative Expense  change-in-control
  Adjusted Gross Margin EBITDA 
  Depreciation and Accretion Expense 
  Interest Expense
 43




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##### Table of Contents



Year Ended December 31,2010


2009(In thousands)Interest cost:Revolving credit facility

$
11,532


$
5,076Repurchase obligations






1,681Subordinated note


2,018



2,072Total cost


13,550



8,829Less interest capitalized






(310
)Interest expense

$
13,550


$
8,519   2009
    Compared with 2008
  Total Revenues Volumes 
  Operations and Maintenance Expense 
  General and Administrative Expense 
  Adjusted Gross Margin EBITDA 
  Depreciation and Accretion Expense 
  Interest Expense
   44




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##### Table of Contents



Year Ended December 31,2009


2008(In thousands)Interest cost:Revolving credit facility

$
5,076


$
3,158Repurchase obligations


1,681



4,283Subordinated note


2,072



2,802Total cost


8,829



10,243Less interest capitalized


(310
)


(1,806
)Interest expense

$
8,519


$
8,437   Liquidity
    and Capital Resources
    
    cash generated from operations;
    borrowings under our Credit Facility; and
    future capital market transactions.      Known
    Trends and Uncertainties
    
    natural gas prices;
    dependency on Quicksilver and the Fort Worth Basin; and
    regulatory requirements.     45




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##### Table of Contents



Significant
    Economic Factors That Impact our Business
      Cash
    Flows
  Year Ended December 31,2010


2009


2008(In thousands)Net cash provided by operating activities

$
48,003


$
68,949


$
52,572Net cash used in investing activities


(149,345
)


(54,818
)


(148,079
)Net cash provided by (used in) financing activities


100,598



(13,688
)


94,685   2010
    Cash Flows Compared to 2009
  Cash Flows Provided by Operating Activities 
  Cash Flows Used in Investing Activities 
  Cash Flows Provided by Financing Activities 
  2009
    Cash Flows Compared to 2008
  Cash Flows Provided by Operating Activities 
  Cash Flows Used in Investing Activities 
 46




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##### Table of Contents



Cash Flows Used in Financing Activities 
  Capital
    Expenditures
    
    expansion capital expenditures, which are made to construct
    additional assets, expand and upgrade existing systems, or
    acquire additional assets; or
    maintenance capital expenditures, which are made to replace
    partially or fully depreciated assets, to maintain the existing
    operating capacity of our assets and extend their useful lives.      Repurchase
    Obligation to Quicksilver
       47




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##### Table of Contents



Other
    Matters
    Credit
    Facility and Subordinated Note
    Total
    Contractual Obligations
    Payments Due by PeriodContractual Obligations

Total


2011


2012


2013


2014


2015


Thereafter(In millions)Long-term debt(1)

$
283.5


$



$



$



$



$
283.5


$
Scheduled interest obligations(2)


42.3



8.9



8.9



8.9



8.9



6.7



Contractual Obligations(3)


4.0



1.6



0.8



0.7



0.5



0.4



Asset retirement obligations(4)


9.9























9.9Total contractual obligations

$
339.7


$
10.5


$
9.7


$
9.6


$
9.4


$
290.6


$
9.9     (1)
    
    As of December 31, 2010, we had $283.5 million
    outstanding under our Credit Facility.(2)
    
    Based on our debt outstanding and interest rates in effect at
    December 31, 2010, we would anticipate interest payments to
    be approximately $8.9 million annually on our Credit
    Facility. For each additional $10.0 million in borrowings,
    annual interest payments will increase by approximately
    $0.3 million. If the committed amount under our Credit
    Facility were to be fully utilized by year-end 2011 at interest
    rates in effect at December 31, 2010, we estimate that
    annual interest expenses would increase by approximately
    $3.7 million. If interest rates on our December 31,
    2010 variable debt balance of $283.5 million increase or
    decrease by one percentage point, our annual income will
    decrease or increase by $2.8 million.(3)
    
    We lease office buildings and other property under operating
    leases.(4)
    
    For more information regarding our asset retirement obligations,
    see Note 8 to our consolidated financial statements,
    included in Item 8 of this annual report, none of which is
    expected to be due before 2015.  Critical
    Accounting Estimates
    Use of
    Estimates
   48




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##### Table of Contents



Depreciation
    Expense and Cost Capitalization Policies
  Policy
    Description
    Judgments
    and Assumptions
    Asset
    Retirement Obligations
  Policy
    Description
  right-of-way
  Judgments
    and Assumptions
    Equity-Based
    Compensation
  Policy
    Description
    Judgments
    and Assumptions
   49




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##### Table of Contents



Off-Balance
    Sheet Arrangements
  Regulation S-K.
  Recently
    Issued Accounting Pronouncements
   Item
    7A.Quantitative
    and Qualitative Disclosures About Market Risk    Credit
    Risk
    Interest
    Rate Risk
   50




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  CRESTWOOD
    MIDSTREAM PARTNERS LP
    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of Independent Registered Public
    Accounting Firm


52Consolidated Statements of Income for the Years
    Ended December 31, 2010, 2009 and 2008


53Consolidated Balance Sheets as of
    December 31, 2010 and 2009


54Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2010, 2009 and 2008


55Consolidated Statements of Changes in
    Partners Capital for the Years ended December 31,
    2010, 2009 and 2008


56Notes to Consolidated Financial Statements for
    the Years Ended December 31, 2010, 2009 and 2008


57  51




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control  Integrated Framework
  /s/ Deloitte &
    Touche LLP
    52




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP

CONSOLIDATED
    STATEMENTS OF INCOME



In
    thousands, except for per unit data  Year Ended December 31,2010


2009


2008RevenueGathering revenue  related party

$
77,645


$
57,593


$
34,468Gathering revenue


5,749



2,310



5,231Processing revenue  related party


27,590



32,605



30,127Processing revenue


2,606



2,082



5,358Other revenue  related party






1,291



900Total revenue


113,590



95,881



76,084ExpensesOperations and maintenance


28,392



24,035



19,395General and administrative


14,967



7,609



6,407Depreciation and accretion


22,359



20,829



13,131Total expenses


65,718



52,473



38,933Operating income


47,872



43,408



37,151Other income






1



11Interest expense


13,550



8,519



8,437Income from continuing operations before income taxes


34,322



34,890



28,725Income tax provision (benefit)


(550
)


399



253Net income from continuing operations


34,872



34,491



28,472Loss from discontinued operations






(1,992
)


(2,330
)Net income

$
34,872


$
32,499


$
26,142General partner interest in net income

$
2,526


$
1,172


$
647Common and subordinated unitholders interest in net income

$
32,346


$
31,327


$
25,495Basic earnings (loss) per unit:From continuing operations per common and subordinated unit

$
1.11


$
1.38


$
1.17From discontinued operations per common and subordinated unit

$



$
(0.08
)

$
(0.10
)Net earnings per common and subordinated unit

$
1.11


$
1.30


$
1.07Diluted earnings (loss) per unit:From continuing operations per common and subordinated unit

$
1.03


$
1.25


$
1.03From discontinued operations per common and subordinated unit

$



$
(0.07
)

$
(0.08
)Net earnings per common and subordinated unit

$
1.03


$
1.18


$
0.95Weighted average number of common and subordinated units
    outstanding:Basic


29,070



24,057



23,783Diluted


31,316



28,189



29,583Distributions per unit (attributable to the period ended)

$
1.66


$
1.52


$
1.39    53




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP

CONSOLIDATED
    BALANCE SHEETS



In
    thousands, except for unit data  December 31,


December 31,2010


2009ASSETSCurrent assetsCash and cash equivalents

$
2


$
746Accounts receivable


1,679



1,342Accounts receivable  related party


23,003



Prepaid expenses and other


1,052



180Total current assets


25,736



2,268Property, plant and equipment, net


531,371



482,497Other assets


13,520



2,859Total assets

$
570,627


$
487,624LIABILITIES AND PARTNERS CAPITALCurrent liabilitiesCurrent maturities of debt

$



$
2,475Accounts payable  related party


4,267



1,727Accrued additions to property, plant and equipment


11,309



8,015Accounts payable and other


2,917



2,240Total current liabilities


18,493



14,457Long-term debt


283,504



125,400Subordinated note payable






53,243Asset retirement obligations


9,877



8,919Deferred income taxes






768Commitments and contingent liabilities (Note 9)Partners capitalCommon unitholders (31,187,696 and 16,313,451 units issued
    and outstanding at December 31, 2010 and December 31,
    2009, respectively)


258,069



281,239Subordinated unitholders (0 and 11,513,625 units issued and
    outstanding at December 31, 2010 and December 31,
    2009, respectively)






3,040General partner


684



558Total partners capital


258,753



284,837$
570,627


$
487,624    54




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP

CONSOLIDATED
    STATEMENTS OF CASH FLOWS



In
    thousands  Year Ended December 31,2010


2009


2008Operating activities:Net income

$
34,872


$
32,499


$
26,142Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation


21,848



23,046



14,545Accretion of asset retirement obligations


511



394



184Deferred income taxes


(768
)


399



196Equity-based compensation


5,522



1,705



1,017Non-cash interest expense


4,961



6,191



9,787Changes in assets and liabilities:Accounts receivable


(270
)


740



(1,200
)Prepaid expenses and other assets


(903
)


387



(612
)Accounts receivable  related party


(23,003
)


3,621



4,002Accounts payable  related party


4,630Accounts payable and other


603



(33
)


(1,489
)Net cash provided by operating activities


48,003



68,949



52,572Investing activities:Capital expenditures


(69,069
)


(54,818
)


(148,079
)Distributions to Quicksilver for Alliance Midstream Assets


(80,276
)






Net cash used in investing activities


(149,345
)


(54,818
)


(148,079
)Financing activities:Proceeds from revolving credit facility borrowings


426,704



56,000



169,900Debt issuance costs paid


(13,568
)


(1,446
)


(486
)Repayment of repurchase obligation to Quicksilver






(5,645
)


(42,085
)Repayments of credit facility


(268,600
)


(105,500
)


Repayment of subordinated note payable to Quicksilver










(825
)Proceeds from issuance of equity units


11,088



80,760



Equity issuance cost paid


(34
)


(31
)


Contributions by Quicksilver






(816
)


111Distributions to unitholders


(49,699
)


(36,947
)


(31,930
)Taxes paid for equity-based compensation vesting


(5,293
)


(63
)


Net cash provided by (used in) financing activities


100,598



(13,688
)


94,685Net cash increase (decrease)


(744
)


443



(822
)Cash and cash equivalents at beginning of period


746



303



1,125Cash and cash equivalents at end of period

$
2


$
746


$
303Cash paid for interest

$
8,590


$
4,682


$
2,341Cash paid for income taxes

$



$



$
332Non-cash transactions:Working capital related to capital expenditures

$
11,309


$
10,105


$
31,920Costs in connection with the equity offering






(416
)


Contribution of property, plant and equipment from Quicksilver






72,342



9,668Disposition (acquisition) of property, plant and equipment under
    repurchase obligation, net






111,070



(77,108
)Equity contribution related to assets not purchased pursuant to
    repurchase obligations

$



$
20,663


$
Repayment of subordinated note

$
57,736






$
    55




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP

CONSOLIDATED
    STATEMENTS OF CHANGES IN PARTNERS CAPITAL



In
    thousands  Partners CapitalLimited PartnersCommon


Subordinated


General Partner


TotalBalance at December 31, 2007

$
109,830


$
356


$
14


$
110,200Equity-based compensation expense recognized


1,017











1,017Distributions paid to partners


(16,135
)


(15,140
)


(655
)


(31,930
)Contribution by Quicksilver


9,779











9,779Net income


13,050



12,456



636



26,142Balance at December 31, 2008


117,541



(2,328
)


(5
)


115,208Equity-based compensation expense recognized


1,705











1,705Distributions paid to partners


(18,471
)


(17,270
)


(1,206
)


(36,947
)Net income


18,384



12,926



1,189



32,499Contribution by Quicksilver


81,830



9,712



580



92,122Public offering of units, net of offering costs


80,313











80,313Other


(63
)










(63
)Balance at December 31, 2009


281,239



3,040



558



284,837Equity-based compensation expense recognized


5,522











5,522Distributions paid to partners


(28,648
)


(18,651
)


(2,400
)


(49,699
)Net income


22,614



9,732



2,526



34,872Distribution to Quicksilver


(80,276
)










(80,276
)Public offering of units, net of offering costs


11,054











11,054Conversion of subordinated note payable


57,736











57,736Conversion of subordinated units


(5,879
)


5,879







Taxes paid for equity-based compensation vesting


(5,293
)










(5,293
)Balance at December 31, 2010

$
258,069


$



$
684


$
258,753    56




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  1.
    ORGANIZATION
    AND DESCRIPTION OF BUSINESS  Organization
        
    recognition of approximately $3.6 million of costs
    associated with the vesting of equity-based compensation of our
    phantom units upon the closing of the Crestwood Transaction in
    accordance with the
    change-in-control
    provisions of our 2007 Equity Plan;
    acceleration of amounts due under our old $320 million
    credit facility, which was replaced with a new $400 million
    Credit Facility;
    termination of our omnibus agreement with Quicksilver, which was
    replaced with a new Omnibus Agreement;
    termination of our Services and Secondment Agreement with
    Quicksilver which we replaced, on a temporary basis, with a
    Transition Services Agreement with Quicksilver;
    extension of the tenor of all of our gathering and processing
    agreements with Quicksilver to 2020; and
    change to a fixed gathering rate of $0.55 per Mcf for the
    Alliance System for Quicksilver to replace the variable rate
    which had a range of $0.40 to $0.55 per Mcf.      Ownership PercentageCrestwood


Public


TotalGeneral partner interest


1.5
%






1.5
%Limited partner interest:Common unitholders


61.7
%


36.8
%


98.5
%Total interests


63.2
%


36.8
%


100.0
%  57




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Description of Business
    Cowtown
    System
    
    the Cowtown Pipeline, consisting of a gathering system and
    related gas compression facilities. This system gathers natural
    gas produced by our customers and delivers it to the Cowtown and
    Corvette Plants for processing;
    the Cowtown Plant, consisting of two natural gas processing
    units with a total capacity of 200 MMcfd that extract NGLs
    from the natural gas stream and deliver customers residue
    gas and extracted NGLs to unaffiliated pipelines for sale
    downstream; and
    the Corvette Plant, placed in service during 2009, consisting of
    a 125 MMcfd natural gas processing unit that extracts NGLs
    from the natural gas stream and delivers customers residue
    gas and extracted NGLs to unaffiliated pipelines for sale
    downstream.  Lake
    Arlington Dry System
    Hill
    County Dry System
      Alliance
    Midstream Assets
   58




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    For the Year Ended December 31, 2009As PreviouslyPresented


Alliance System


Combined(In thousands)Revenue

$
91,706


$
4,175


$
95,881Operating expenses


(47,610
)


(4,863
)


(52,473
)Operating income (loss)

$
44,096


$
(688
)

$
43,408Basic earnings (loss) per limited partner unit:

$
1.33


$
(0.03
)

$
1.30Diluted earnings (loss) per limited partner unit:

$
1.21


$
(0.03
)

$
1.18   For the Year Ended December 31, 2008As PreviouslyPresented


Alliance System


Combined(In thousands)Revenue

$
76,084


$



$
76,084Operating expenses


(38,659
)


(274
)


(38,933
)Operating income (loss)

$
37,425


$
(274
)

$
37,151Basic earnings (loss) per limited partner unit:

$
1.08


$
(0.01
)

$
1.07Diluted earnings (loss) per limited partner unit:

$
0.96


$
(0.01
)

$
0.95   As of December 31, 2009As PreviouslyPresented


Alliance System


Combined(In thousands)AssetsProperty, plant and equipment, net

$
396,952


$
85,545


$
482,497Total assets

$
396,952


$
85,545


$
482,497LiabilitiesAccrued additions to property, plant and equipment

$
4,011


$
4,004


$
8,015Asset retirement obligations


7,654



1,265



8,919Partners capital


204,561



80,276



284,837Total liabilities and partners capital

$
216,226


$
85,545


$
301,771   2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation
 59




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Discontinued Operations 
  Use of Estimates 
  Cash and Cash Equivalents
  Accounts receivable 30-60 days.
  Property, Plant and Equipment
  Impairment of Long-Lived Assets
  Other Assets
  Asset Retirement Obligations 
 60




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Environmental Liabilities
  Revenue Recognition
  
    persuasive evidence of an exchange arrangement exists;
    services have been rendered;
    the price for its services is fixed or determinable; and
    collectability is reasonably assured.  Income Taxes
  Earnings per Limited Partner Unit
  Segment Information
  Fair Value of Financial Instruments 
  Equity-Based Compensation 
  Recently
    Issued Accounting Standards
   61




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  3.
    NET
    INCOME PER COMMON AND SUBORDINATED UNIT    Years Ended December 31,2010


2009


2008Common and subordinated unitholders interest in net income
    from continuing operations

$
32,346


$
33,286


$
27,780Common and subordinated unitholders interest in net loss
    from discontinued operations






(1,959
)


(2,285
)Common and subordinated unitholders interest in net income

$
32,346


$
31,327


$
25,495Impact of interest on subordinated note






2,038



2,748Income available assuming conversion of convertible debt

$
32,346


$
33,365


$
28,243Weighted-average common and subordinated units  basic


29,070



24,057



23,783Effect of restricted phantom units


2,246



486



141Effect of subordinated note(1)






3,646



5,659Weighted-average common and subordinated units 
    diluted


31,316



28,189



29,583Basic earnings per unit:From continuing operations per common and subordinated unit

$
1.11


$
1.38


$
1.17From discontinued operations per common and subordinated unit

$



$
(0.08
)

$
(0.10
)Net earnings per common and subordinated unit

$
1.11


$
1.30


$
1.07Diluted earnings per unit:From continuing operations per common and subordinated unit

$
1.03


$
1.25


$
1.03From discontinued operations per common and subordinated unit

$



$
(0.07
)

$
(0.08
)Net earnings per common and subordinated unit

$
1.03


$
1.18


$
0.95Assumed conversion price(1)

$



$
15.28


$
9.48     (1)
    
    Assumes that convertible debt is converted using the lesser of
    average closing price per unit or final closing price on
    December 31.    4.
    DISCONTINUED
    OPERATIONS   62




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Years Ended December 31,2009


2008(In thousands)Revenues

$
3,771


$
1,974Operating Expenses


(3,718
)


(2,564
)Interest Expense


(2,045
)


(1,740
)Loss from discontinued operations

$
(1,992
)

$
(2,330
)   5.
    PROPERTY,
    PLANT AND EQUIPMENT    December 31,Depreciable Life


2010


2009(In thousands)Gathering systems


20 years


$
158,975


$
145,457Processing plants and compression facilities


20-25 years



365,208



332,053Construction in progress  gathering






26,385



5,630Rights-of-way
    and easements


20 years



32,054



29,522Land






4,251



4,251Buildings and other


20-40 years



3,494



2,732590,367



519,645Accumulated depreciation






(58,996
)


(37,148
)Net property, plant and equipment





$
531,371


$
482,497   6.
    ACCOUNTS
    PAYABLE AND OTHER    December 31,2010


2009(In thousands)Accrued operating expenses

$
758


$
204Equity compensation payable






242Equity offering expense






416Tax services






236Tax payable


280



Legal services


176



376Consulting services


802



Interest payable


726



660Other


175



106$
2,917


$
2,240  63




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  7.
    LONG-TERM
    DEBT    December 31,


December 31,2010


2009(In thousands)Credit Facility

$
283,504


$
125,400Subordinated Note






55,718283,504



181,118Current maturities of debt






(2,475
)Long-term debt

$
283,504


$
178,643   Credit Facility
    
    a ratio of our consolidated trailing
    12-month
    EBITDA (as defined in the credit agreement) to our net interest
    expense of not less than 2.5 to 1.0, and
    a ratio of total indebtedness to consolidated trailing
    12-month
    EBITDA of not more than 5.0 to 1.0 or not more than 5.5 to 1.0
    for up to nine months following certain acquisitions. (as
    defined in the Credit Facility)      Subordinated Note
  trading-day
 64




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  8.
    ASSET
    RETIREMENT OBLIGATIONS    Year EndedDecember 31, 2010(In thousands)Adjusted asset retirement obligations at December 31, 2009

$
8,919Incremental liability incurred


447Accretion expense


511Ending asset retirement obligations

$
9,877     9.
    COMMITMENTS
    AND CONTINGENT LIABILITIES  Litigation
  Casualties or Other Risks
      Regulatory Compliance
  Environmental Compliance
 65




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Commitments
  Pipeline


OperatingLease(1)


Lease(2)(In thousands)2011

$
0.8


$
0.82012






0.82013






0.72014






0.52015






0.4Thereafter






Total

$
0.8


$
3.2     (1)
    
    With the purchase of the Alliance Midstream Assets, we also
    entered into an agreement with Quicksilver to lease pipeline
    assets that are attached to the Alliance System.(2)
    
    We lease office buildings and other property under operating
    leases.  10.
    INCOME
    TAXES         66




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  11.
    EQUITY
    PLAN    Payable in Cash


Payable in UnitsWeighted





WeightedAverage Grant





Average GrantDate Fair





Date FairUnits


Value


Units


ValueUnvested phantom units  January 1, 2010


33,240


$
20.90



485,672


$
12.75Vested


(33,240
)


21.64



(695,582
)


15.29Issued










338,003



23.38Cancelled










(6,567
)


24.44Unvested phantom units  December 31, 2010





$




121,526


$
27.11     change-in-control
        12.
    TRANSACTIONS
    WITH RELATED PARTIES   67




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Contribution, Conveyance and Assumption
    Agreement
  
    the transfer to us of all of the interests of certain entities;
    the issuance of the incentive distribution rights to our General
    Partner and the continuation of its 2% general partner interest
    in us;
    our issuance of 5,696,752 common units, 11,513,625 subordinated
    units and the right to receive $162.1 million, to
    Quicksilver in exchange for the contributed interests; and
    our issuance of 816,873 common units and the right to receive
    $7.7 million to private investors in exchange for their
    contributed interests.  Omnibus Agreement
  
    restrictions on Quicksilvers ability to engage in
    midstream activities in Quicksilver Counties;
    Quicksilvers and our rights and obligations related to the
    LADS and the HCDS;
    our obligation to reimburse Quicksilver for all general and
    administrative expenses incurred by Quicksilver on our behalf;
    our obligation to reimburse Quicksilver for all insurance
    coverage expenses Quicksilver incurs or payments it makes with
    respect to our assets; and
    Quicksilvers obligation to indemnify us for certain
    liabilities and our obligation to indemnify Quicksilver for
    certain liabilities.      Secondment Agreement
  Other Agreements
    Centralized cash management
 68




---



##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Distributions 
  Allocation of costs
    Gas Gathering and Processing Agreements
  Cowtown System
    Lake Arlington Dry System
  Alliance Midstream Assets
  Hill County Dry System
 69




---



##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Crestwood Transaction
      13.
    PARTNERS
    CAPITAL AND DISTRIBUTIONS  General.
    
    provide for the proper conduct of our business;
    comply with applicable law, any of our debt instruments or other
    agreements; or
    provide funds for distributions to partners for the succeeding
    four quarters. 70




---



##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     Total CashAttributable to The

Per Unit


DistributionPayment Date

Quarter Ended

Distribution(1)


(In millions)Pending DistributionsFebruary 11, 2011(2)

December 31, 2010

$
0.430


$
14.3Completed DistributionsNovember 12, 2010(3)

September 30, 2010

$
0.420


$
13.9August 13, 2010(4)

June 30, 2010

$
0.420


$
12.7May 14, 2010(5)

March 31, 2010

$
0.390


$
11.6February 12, 2010(5)

December 31, 2009

$
0.390


$
11.6November 13, 2009(6)

September 30, 2009

$
0.390


$
9.7August 14, 2009(7)

June 30, 2009

$
0.370


$
9.1May 15, 2009(7)

March 31, 2009

$
0.370


$
9.1     (1)
    
    Represents common and subordinated
    unitholders(2)
    
    Total cash distribution includes an
    Incentive Distribution Rights amount of approximately $665,000
    to the General Partner(3)
    
    Total cash distribution includes an
    Incentive Distribution Rights amount of approximately $570,000
    to the General Partner(4)
    
    Total cash distribution includes an
    Incentive Distribution Rights amount of approximately $522,000
    to the General Partner(5)
    
    Total cash distribution includes an
    Incentive Distribution Rights amount of approximately $261,000
    to the General Partner(6)
    
    Total cash distribution includes an
    Incentive Distribution Rights amount of approximately $219,000
    to the General Partner(7)
    
    Total cash distribution includes an
    Incentive Distribution Rights amount of approximately $90,000 to
    the General Partner  General Partner Interest and Incentive Distribution
    Rights.
  Subordinated Units.
  trading-day
 71




---



##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Subordinated Units Termination.
  Distributions of Available Cash to
    Unitholders.
  
    quarterly distributions of up to $.0345 per unit were first
    allocable to the common unit holders and to the General Partner
    at their pro rata ownership percentages and then to subordinated
    unit holders in their pro rata ownership percentage.
    quarterly distributions in excess of $.0345 per unit were
    allocable in the same fashion as lesser distributions, except
    that the General Partner is entitled to increasing percentages
    of the distribution pursuant to the incentive distribution
    rights.  14.
    SUBSEQUENT
    EVENTS    and/or and/or
   72




---



##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      15.
    CONDENSED
    CONSOLIDATING FINANCIAL INFORMATION    For the Year Ended December 31, 2010CrestwoodCrestwood


Restricted





MidstreamMidstream


Guarantor





Partners LPPartners LP


Subsidiaries


Eliminations


Consolidated(In thousands)Revenue

$



$
113,590


$



$
113,590Operating expenses


17,782



47,936







65,718Operating income


(17,782
)


65,654







47,872Interest expense


13,550











13,550Income from continuing operations before income tax


(31,332
)


65,654







34,322Income tax provision






(550
)






(550
)Net income before equity in net earnings of subsidiaries


(31,332
)


66,204







34,872Equity in net earnings of subsidiaries


66,204







(66,204
)


Net Income

$
34,872


$
66,204


$
(66,204
)

$
34,872   73




---



##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  For the Year Ended December 31, 2009CrestwoodCrestwood


Restricted





MidstreamMidstream


Guarantor





Partners LPPartners LP


Subsidiaries


Eliminations


Consolidated(In thousands)Revenue

$



$
95,881


$



$
95,881Operating expenses


9,636



42,837







52,473Operating income


(9,636
)


53,044







43,408Other income


1











1Interest expense


6,838



1,681







8,519Income from continuing operations before income tax


(16,473
)


51,363







34,890Income tax provision






399







399Net income from continuing operations


(16,473
)


50,964







34,491Income (loss) from discontinued operations


(1,992
)










(1,992
)Net income before equity in net earnings of subsidiaries


(18,465
)


50,964







32,499Equity in net earnings of subsidiaries


50,964







(50,964
)


Net income

$
32,499


$
50,964


$
(50,964
)

$
32,499   For the Year Ended December 31, 2008CrestwoodCrestwood


Restricted





MidstreamMidstream


Guarantor





Partners LPPartners LP


Subsidiaries


Eliminations


Consolidated(In thousands)Revenue

$



$
76,084


$



$
76,084Operating expenses


6,941



31,992







38,933Operating income


(6,941
)


44,092







37,151Other income


11











11Interest expense


4,153



4,284







8,437Income from continuing operations before income tax


(11,083
)


39,808







28,725Income tax provision






253







253Net income from continuing operations


(11,083
)


39,555







28,472Income (loss) from discontinued operations


(2,330
)










(2,330
)Net income before equity in net earnings of subsidiaries


(13,413
)


39,555







26,142Equity in net earnings of subsidiaries


39,555







(39,555
)


Net income

$
26,142


$
39,555


$
(39,555
)

$
26,142  74




---



##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Condensed
    Consolidated Balance Sheet
  December 31, 2010CrestwoodCrestwood


Restricted





MidstreamMidstream


Guarantor





Partners LPPartners LP


Subsidiaries


Eliminations


Consolidated(In thousands)ASSETSCurrent assets

$
291,637


$
23,843


$
(289,744
)

$
25,736Properties, plant and equipment  net


11,142



520,229







531,371Investment in subsidiaries


228,587







(228,587
)


Other assets


12,890



630







13,520Total assets

$
544,256


$
544,702


$
(518,331
)

$
570,627LIABILITIES AND PARTNERS CAPITALCurrent liabilities

$
1,999


$
306,238


$
(289,744
)

$
18,493Long-term liabilities


283,504



9,877







293,381Partners capital


258,753



228,587



(228,587
)


258,753Total liabilities and partners capital

$
544,256


$
544,702


$
(518,331
)

$
570,627   December 31, 2009CrestwoodCrestwood


Restricted





MidstreamMidstream


Guarantor





Partners LPPartners LP


Subsidiaries


Eliminations


Consolidated(In thousands)ASSETSCurrent assets

$
173,307


$
1,521


$
(172,560
)

$
2,268Properties, plant and equipment  net






482,497







482,497Investment in subsidiaries


292,439







(292,439
)


Other assets


2,194



665







2,859Total assets

$
467,940


$
484,683


$
(464,999
)

$
487,624LIABILITIES AND PARTNERS CAPITALCurrent liabilities

$
4,461


$
182,556


$
(172,560
)

$
14,457Long-term liabilities


178,642



9,688







188,330Partners capital


284,837



292,439



(292,439
)


284,837Total liabilities and partners capital

$
467,940


$
484,683


$
(464,999
)

$
487,624  75




---



##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Condensed
    Consolidated Statement of Cash Flows
  For the Year Ended December 31, 2010CrestwoodCrestwood


Restricted





MidstreamMidstream


Guarantor





Partners LPPartners LP


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash (used in) provided by operating activities

$
(23,588
)

$
71,591


$



$
48,003Capital expenditures


(11,079
)


(57,990
)






(69,069
)Distributions to Quicksilver for Alliance Midstream Assets






(80,276
)






(80,276
)Net cash used in investing activities


(11,079
)


(138,266
)






(149,345
)Proceeds from revolving credit facility borrowings


426,704











426,704Repayments of credit facility


(268,600
)










(268,600
)Debt issuance costs paid


(13,568
)










(13,568
)Proceeds from issuance of equity


11,088











11,088Equity issuance cost paid


(34
)










(34
)Distributions to unitholders


(49,699
)










(49,699
)Taxes paid for equity-based compensation vesting


(5,293
)










(5,293
)Advances to Affiliates


117,184



(117,184
)






Net cash provided by financing activities


217,782



(117,184
)






100,598Net cash increase (decrease)


183,115



(183,859
)






(744
)Cash and cash equivalents at beginning of period


746











746Cash and cash equivalents at end of period

$
183,861


$
(183,859
)

$



$
2   For the Year Ended December 31, 2009CrestwoodCrestwood


Restricted





MidstreamMidstream


Guarantor





Partners LPPartners LP


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash (used in) provided by operating activities

$
(10,972
)

$
79,921


$



$
68,949Capital expenditures






(54,818
)






(54,818
)Net cash used in investing activities






(54,818
)






(54,818
)Proceeds from revolving credit facility borrowings


56,000











56,000Repayments of credit facility


(105,500
)










(105,500
)Repayment of repurchase obligation to Quicksilver


(5,645
)










(5,645
)Debt issuance costs paid


(1,446
)










(1,446
)Proceeds from issuance of equity






80,760







80,760Equity issuance cost paid


(31
)










(31
)Contributions by Quicksilver


(816
)










(816
)Distributions to unitholders


(36,947
)










(36,947
)Taxes paid for equity-based compensation vesting


(63
)










(63
)Advances to Affiliates


18,393



(18,393
)






Net cash (used in) provided by financing activities


(76,055
)


62,367







(13,688
)Net cash increase (decrease)


(87,027
)


87,470







443Cash and cash equivalents at beginning of period


303











303Cash and cash equivalents at end of period

$
(86,724
)

$
87,470


$



$
746  76




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  For the Year Ended December 31, 2008CrestwoodCrestwood


Restricted





MidstreamMidstream


Guarantor





Partners LPPartners LP


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash (used in) provided by operating activities

$
(2,839
)

$
55,411


$



$
52,572Capital expenditures






(148,079
)






(148,079
)Net cash used in investing activities






(148,079
)






(148,079
)Proceeds from revolving credit facility borrowings


169,900











169,900Repayment of subordinated note payable to parent


(825
)










(825
)Repayment of repurchase obligation to Quicksilver


(42,085
)










(42,085
)Debt issuance costs paid


(486
)










(486
)Contributions by Quicksilver


111











111Distributions to unitholders


(31,930
)










(31,930
)Advances to Affiliates


139,099



(139,099
)






Net cash provided by financing activities


233,784



(139,099
)






94,685Net cash increase (decrease)


230,945



(231,767
)






(822
)Cash and cash equivalents at beginning of period


1,125











1,125Cash and cash equivalents at end of period

$
232,070


$
(231,767
)

$



$
303  77




---



##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  16.
    SELECTED
    QUARTERLY DATA (UNAUDITED)    First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands)2010Operating revenues

$
24,739


$
27,194


$
30,366


$
31,291Operating income


8,920



13,131



15,461



10,360Net income


6,189



10,113



12,231



6,339Basic earnings per limited partner unit:Net earnings per common and subordinated unit

$
0.20


$
0.33


$
0.40


$
0.18Diluted earnings per limited partner unit:Net earnings per common and subordinated unit

$
0.20


$
0.31


$
0.38


$
0.182009Operating revenues

$
23,964


$
23,340


$
23,236


$
25,341Operating income


12,227



10,325



9,459



11,397Net income from continuing operations


10,029



7,835



7,486



9,141Loss from discontinued operations


(635
)


(819
)


(348
)


(190
)Net income


9,394



7,016



7,138



8,951Basic earnings per limited partner unit:From continuing operations per common and subordinated unit

$
0.41


$
0.32


$
0.29


$
0.36From discontinued operations per common and subordinated unit

$
(0.03
)

$
(0.03
)

$
(0.01
)

$
(0.01
)Net earnings per common and subordinated unit

$
0.38


$
0.29


$
0.28


$
0.35Diluted earnings per limited partner unit:From continuing operations per common and subordinated unit

$
0.36


$
0.29


$
0.27


$
0.33From discontinued operations per common and subordinated unit

$
(0.02
)

$
(0.03
)

$
(0.01
)

$
(0.01
)Net earnings per common and subordinated unit

$
0.34


$
0.26


$
0.26


$
0.32   Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rule 13a-15(e)
   78




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##### Table of Contents



CRESTWOOD
    MIDSTREAM PARTNERS LP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f)
      Changes
    in Internal Control over Financial Reporting
   79




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control  Integrated Framework
        Internal Control  Integrated Framework
    Deloitte &
    Touche LLP
     Item 9B.
    Other
    Information   80




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##### Table of Contents



PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  General
      Directors
    and Executive Officers
    Name

Age

Position with Crestwood Gas Services GP LLCRobert G. Phillips


56


President, Chief Executive Officer and Chairman of the BoardWilliam G. Manias


48


Senior Vice President  Chief Financial OfficerTerry M. Morrison


48


Senior Vice President  Business DevelopmentJoel D. Moxley


52


Senior Vice President  Operations and CommercialKelly J. Jameson


46


Senior Vice President  General Counsel and Corporate
    SecretaryEric Guy


40


Vice President and ControllerMark G. Stockard


44


Vice President, Investor Relations and TreasurerAlvin Bledsoe


62


DirectorThomas F. Darden


57


DirectorTimothy H. Day


40


DirectorMichael G. France


33


DirectorPhilip D. Gettig


65


DirectorJoel C. Lambert


42


DirectorJ. Hardy Murchison


39


DirectorJohn W. Somerhalder II


55


Director     Robert G. Phillips 1999-2004,
 81




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##### Table of Contents



1996-2004. 1981-1995.
  William G. Manias
  Terry M. Morrison
  Joel D. Moxley
  Kelly J. Jameson
  Eric Guy
  Mark G. Stockard
  Alvin Bledsoe
 82




---



##### Table of Contents



Thomas F. Darden
  Timothy H. Day
  Michael G. France
  Philip D. Gettig
  Joel C. Lambert
 83




---



##### Table of Contents



J. Hardy Murchison
  John W. Somerhalder II
  Committees
    of the Board of Directors
       84




---



##### Table of Contents



Code of
    Business Conduct and Ethics
    Section 16(a)
    Beneficial Ownership Reporting Compliance
      Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  Overview
    Pre-Crestwood
    Transaction
    Name

TitleGlenn Darden

Chairman of the BoardThomas F. Darden

President and Chief Executive OfficerJeff Cook

Executive Vice President  Chief Operating OfficerPhilip W. Cook

Senior Vice President  Chief Financial OfficerJohn C. Cirone

Senior Vice President, General Counsel and Secretary    85




---



##### Table of Contents



Compensation
    Objectives, Strategies and Elements  Pre-Crestwood
    Transaction
         86




---



##### Table of Contents



Executive

Number of Phantom UnitsGlenn Darden


38,182Thomas F. Darden


38,182Jeff Cook


17,859Philip W. Cook


14,780John C. Cirone


13,548   change-in-control)
  change-in-control
  Post-Crestwood
    Transaction
   87




---



##### Table of Contents



Name

TitleRobert G. Phillips

President, Chief Executive Officer and Chairman of the BoardWilliam G. Manias

Senior Vice President  Chief Financial OfficerTerry M. Morrison

Senior Vice President  Business DevelopmentJoel D. Moxley

Senior Vice President  Operations and CommercialEric Guy

Vice President  ControllerMark G. Stockard

Vice President, Investor Relations and Treasurer   Compensation
    Methodology
        Compensation
    Objectives
   88




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##### Table of Contents



Elements of Compensation.
  Annual Base Salary.
  Discretionary Annual Cash Awards.
  Employee Benefit Plan Awards.
  Other Compensation.
  Compensation
    Objectives, Strategies and Elements for 2011
    2007
    Equity Plan
   89




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##### Table of Contents



Rule 16b-3
    Change-in-Control
    Arrangements
  change-in-control change-in-control
  Employment
    Agreements
    Compensation
    Committee Report
   90




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##### Table of Contents



Members of the Board of
    Directors of Crestwood Gas Services GP LLCAlvin Bledsoe
    Timothy H. Day
    Michael G. France
    Joel C. Lambert

Thomas F. Darden
    Philip D. Gettig 
    J. Hardy Murchison
    Robert G. Phillips
    John W. Somerhalder II  91




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##### Table of Contents



Summary
    Compensation Table
    EquitySalary


Bonus


Awards


Other


TotalName and Principal Position

Year


($)


($)


($)(1)


($)(4)


($)Robert G. Phillips(2)


2010



100,000



200,000











300,000President, Chief Executive Officer and


2009



















Chairman of the Board


2008



















Thomas F. Darden(3)


2010











807,549







807,549President and


2009











832,173







832,173Chief Executive Officer


2008











752,778







752,778William G. Manias(2)


2010



62,500



125,000











187,500Senior Vice President 


2009



















Chief Financial Officer


2008



















Philip W. Cook(3)


2010











312,597







312,597Senior Vice President 


2009











322,131







322,131Chief Financial Officer


2008











298,405







298,405Terry M. Morrison(2)


2010



62,500



125,000











187,500Senior Vice President 


2009



















Business Development


2008



















Joel D. Moxley(2)


2010



62,500



125,000











187,500Senior Vice President 


2009



















Operations and Commercial


2008



















Eric Guy


2010



133,000



12,000



125,490



56,810



327,300Vice President  Controller


2009



















2008



















Mark G. Stockard(2)


2010



55,000



27,500



245,183







327,683Vice President, Treasurer and


2009



















Assistant Secretary


2008



















Glenn Darden(3)


2010











807,549







807,549Chairman of the Board


2009











832,173







832,1732008











752,778







752,778Jeff Cook(3)


2010











377,718







377,718Executive Vice President 


2009











389,242







389,242Chief Operating Officer


2008











379,785







379,785     (1)
    
    This column reports the aggregate grant date fair value of the
    phantom unit awards granted in 2010, 2009 and 2008 computed in
    accordance with FASC Topic 718. Additional information regarding
    the calculation of these amounts is included in Notes 2 and
    11 to the consolidated financial statements included in
    Item 8. Financial Statements and Supplementary
    Data of this annual report and our annual reports for the
    respective year end.(2)
    
    This individual joined the General Partner effective
    October 1, 2010. Consequently, the information presented
    represents the period Post-Crestwood Transaction of
    October 1, 2010 to December 31, 2010.(3)
    
    In connection with the closing of the Crestwood Transaction,
    this individual resigned from the General Partner effective
    October 1, 2010. Mr. Thomas F. Darden continues to
    serve on the board of directors of our General Partner.(4)
    
    In connection with the closing of the Crestwood Transaction,
    Mr. Guy received a separation payment from Quicksilver. 92




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##### Table of Contents



Grants of
    Plan-Based Awards in 2010
  change-in-control)
  Equity Awards


Grant DateBoard


Number of


Fair Value ofApproval


Units:


Equity AwardsName

Grant Date


Date


(#)


($)(1)Robert G. Phillips


12/10/2010



11/10/2010







Thomas F. Darden


1/4/2010



12/19/2009



38,182



807,549William G. Manias


12/10/2010



11/10/2010







Philip W. Cook


1/4/2010



12/19/2009



14,780



312,597Terry M. Morrison














Joel D. Moxley














Eric Guy


1/4/2010



12/19/2009



1,788



37,81612/10/2010



11/10/2010



3,234



87,674Mark G. Stockard


12/10/2010



11/10/2010



9,044



245,183Glenn Darden


1/4/2010



12/19/2009



38,182



807,549Jeff Cook


1/4/2010



12/19/2009



17,859



377,718     (1)
    
    This column reports the grant date fair value of the phantom
    unit awards granted in 2010 computed in accordance with FASC
    Topic 718. Additional information regarding the calculation of
    these amounts is included in Notes 2 and 11 to the
    consolidated financial statements included in Item 8.
    Financial Statements and Supplementary Data of this annual
    report.  Outstanding
    Equity Awards at Year-End 2010
    Equity Awards in UnitsMarket Value ofNumber of Shares or


Shares or Units ofUnits of Stock That


Stock that have notHave Not Vested


VestedName

(#)


($)(1)Robert G. Phillips


(3
)


Thomas F. Darden


(2
)


William G. Manias


(3
)


Philip W. Cook


(2
)


Terry M. Morrison


(3
)


Joel D. Moxley


(3
)


Eric Guy


3,234(4
)


87,932Mark G. Stockard


9,044(4
)


245,906Glenn Darden


(2
)


Jeff Cook


(2
)


     (1)
    
    The market value of phantom unit awards is based on $27.19, the
    closing market price of CMLP common units on December 31,
    2010. 93




---



##### Table of Contents



(2)
    
    All units vested with the change in control due to the Crestwood
    Transaction.(3)
    
    Does not receive units.(4)
    
    One-third of these units will vest on each January 15,
    2012, 2013 and 2014.  Stock
    Vested in 2010
    Equity AwardsNumber ofShares or UnitsAcquired on

Value Realized onVesting

VestingName

(#)

($) (1)Robert G. Phillips


 (1
)


Thomas F. Darden


144,111 (2
)


3,421,677William G. Manias


 (1
)


Philip W. Cook


56,346 (3
)


1,337,287Terry M. Morrison


 (1
)


Joel D. Moxley


 (1
)


Eric Guy


7,265 (4
)


171,675Mark G. Stockard


 (1
)


Glenn Darden


144,111 (2
)


3,421,677Jeff Cook


68,245 (5
)


1,619,657     (1)
    
    No units vested in 2010.(2)
    
    On January 4, 2010, 37,511 of each of
    Messrs. Dardens phantom units, which settled in
    units, vested when the market price was $21.15. On
    August 10, 2010, 3,333 of each of
    Messrs. Dardens phantom units, which settled in cash,
    vested when the market price was $22.67. On October 1,
    2010, 103,267 of each of Messrs. Dardens phantom
    units, which settled in units, vested when the market price was
    $24.72.(3)
    
    On January 4, 2010, 14,613 of Mr. Cooks phantom
    units, which settled in units, vested when the market price was
    $21.15. On August 10, 2010, 1,667 of Mr. Cooks
    phantom units, which settled in cash, vested when the market
    price was $22.67. On October 1, 2010, 40,066 of
    Mr. Cooks phantom units, which settled in units,
    vested when the market price was $24.72.(4)
    
    On January 4, 2010, 1,739 of Mr. Guys phantom
    units, which settled in units, vested when the market price was
    $21.15. On August 10, 2010, 833 of Mr. Guys
    phantom units, which settled in cash, vested when the market
    price was $22.67. On October 1, 2010, 4,693 of
    Mr. Guys phantom units, which settled in units,
    vested when the market price was $24.72.(5)
    
    On January 4, 2010, 17,911 of Mr. Cooks phantom
    units, which settled in units, vested when the market price was
    $21.15. On August 10, 2010, 1,667 of Mr. Cooks
    phantom units, which settled in cash, vested when the market
    price was $22.67. On October 1, 2010, 48,667 of
    Mr. Cooks phantom units, which settled in units,
    vested when the market price was $24.72.  Potential
    Payments upon Termination or
    Change-in-Control
  change-in-control
 94




---



##### Table of Contents



Equity Awards(1)Market Value ofShares or Units ofNumber of Shares or


Stock that have notUnits of Stock that


Vested and will Vesthave not Vested


upon a TriggeringName

(#)


($)(2)Robert G. Phillips






Thomas F. Darden






William G. Manias






Philip W. Cook






Terry M. Morrison






Joel D. Moxley






Eric Guy


3,234



87,932Mark G. Stockard


9,044



245,906Glenn Darden






Jeff Cook






     (1)
    
    Includes phantom units that will be settled in units upon
    vesting.(2)
    
    The market value of unit awards is based on $27.19, the closing
    market price of our common units on December 31, 2010.  Director
    Compensation for 2010
      Fees Earned or


EquityPaid in Cash


Awards


TotalName

($)(1)


($)(2)


($)Alvin Bledsoe


50,000



49,999(3
)


99,999Thomas F. Darden






(6
)


Timothy H. Day






(6
)


Philip D. Gettig


40,000



60,003(4
)


100,003Michael G. France






(6
)


Joel C. Lambert






(6
)


J. Hardy Murchison






(6
)


Robert G. Phillips






(6
)


John W. Somerhalder II






99,997(5
)


99,997     (1)
    
    This column reports the aggregate compensation earned in 2010
    and paid in cash and excludes $50,000 that Mr. Somerhalder
    elected to receive in the form of phantom units.(2)
    
    This column reports the grant date fair value of the phantom
    unit awards granted in 2010 computed in accordance with FASC
    Topic 718. Additional information regarding the calculation of
    these amounts is included in Notes 2 and 11 to the
    consolidated financial statements included in Item 8.
    Financial Statements and Supplementary Data of this annual
    report. 95




---



##### Table of Contents



(3)
    
    The grant date fair value calculated for the 2,364 phantom units
    granted to Mr. Bledsoe in 2010. As of December 31,
    2010, Mr. Bledsoe did not have any unvested phantom units
    due to the change of control with the Crestwood Transaction.(4)
    
    The grant date fair value calculated for the 2,837 phantom units
    granted to Mr. Gettig in 2010. As of December 31,
    2010, Mr. Gettig did not have any unvested phantom units
    due to the change of control with the Crestwood Transaction.(5)
    
    The grant date fair value calculated for the 4,728 phantom units
    granted to Mr. Somerhalder in 2010, including those phantom
    units he acquired in lieu of $50,000 in cash fees. As of
    December 31, 2010, Mr. Somerhalder did not have any
    unvested phantom units due to the change of control with the
    Crestwood Transaction.(6)
    
    Waived compensation for 2010.  Compensation
    Committee Interlocks and Insider Participations
     96




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Crestwood
    Midstream Partners LP
    
    each person known by us to beneficially own more than 5% of our
    common or subordinated units;
    each named executive officer of Crestwood Gas Services GP LLC;
    each director of Crestwood Gas Services GP LLC; and
    all directors and executive officers of Crestwood Gas Services
    GP LLC as a group.    Common


Percentage ofName of Beneficial Owner(1)

Units


Common UnitsCrestwood Holdings Partners, LLC(2)(4)


19,544,089



62.7
%Crestwood Gas Services Holdings LLC(3)(4)


19,544,089



62.7
%Kayne Anderson Capital Advisors, L.P.(5)


2,095,679



6.7
%Alvin Bledsoe(6)


53,954




*Timothy H. Day


Thomas F. Darden(7)


103,199




*Michael G. France


Philip D. Getting


14,932




*Joel C. Lambert


J. Hardy Murchison


John W. Somerhalder II


26,694




*Robert G. Phillips


William G. Manias


Terry M. Morrison


Joel D. Moxley


Kelly J. Jameson


Eric Guy


5,206




*Mark G. Stockard


4,042




*Directors and executive officers as a group total 15


208,027



0.7
%   *
    
    Indicates less than 1%  (1)
    
    Unless otherwise indicated, the address for all beneficial
    owners in this table is 717 Texas Avenue, Suite 3150,
    Houston, Texas 77002.(2)
    
    Crestwood Holding Partners, LLC is the ultimate parent company
    of Crestwood Gas Services Holdings LLC (Holdings)
    and may, therefore, be deemed to beneficially own the units held
    by Holdings. 97




---



##### Table of Contents



(3)
    
    Holdings, an indirect wholly owned subsidiary of Crestwood, owns
    a 100% interest in our General Partner and a 62.7% limited
    partner interest in us.(4)
    
    Crestwood has shared voting power and shared investment power
    with Holdings, Crestwood Holdings LLC, Crestwood
    Holdings II LLC, FR XI CMP Holdings LLC, FR Midstream
    Holdings LLC, First Reserve GP XI, L.P., First Reserve GP XI,
    Inc., and William E. Macaulay over 19,544,089 common units of
    Crestwood Midstream Partners LP. Crestwood Gas Services GP LLC,
    the sole general partner of Crestwood Midstream Partners LP,
    owns a 1.5% general partner interest and incentive distribution
    rights (which represent the right to receive increasing
    percentages of quarterly distributions in excess of specified
    amounts) in Crestwood Midstream Partners LP.(5)
    
    According to a Schedule 13G filed by Kayne Anderson Capital
    Advisors, L.P. and Richard A. Kayne with the SEC on
    February 9, 2011, Kayne Anderson Capital Advisors, L.P.
    together with Richard A. Kayne has shared voting and dispositive
    power over 2,095,679 common units. The address of Kayne Anderson
    Capital Advisors, L.P. and Richard A. Kayne is 1800 Avenue of
    the Stars, Second Floor, Los Angeles, California 90067.(6)
    
    Includes 200 common units over which Mr. Bledsoe exercises
    shared investment power.(7)
    
    Includes 76,100 common units held in a trust for which he has
    shared voting and investment power as a co-trustee.
    Mr. Darden disclaims beneficial ownership of the common
    units held in this trust, except to the extent of this pecuniary
    interest therein.  Equity
    Compensation Plan Information
    Number of SecuritiesRemaining Available forFuture Issuance UnderNumber of Securities to


Weighted-average


Equity Compensationbe Issued Upon Exercise


Exercise Price of


Plans (excludingof Outstanding Options,


Outstanding Options,


securities reflected inPlan Category

Warrants and Rights


Warrants and Rights


Column (a))(a)


(b)


(c)Equity compensation plans approved by security holders(1)


117,484



N/A
(2)


750,000Equity compensation plans not approved by security holders










Total


117,484



N/A
(2)


750,000     (1)
    
    Consists of the 2007 Equity Plan.(2)
    
    Only phantom units have been issued under the 2007 Equity Plan.
    Each phantom unit entitles the holder to receive one common unit
    (or an amount in cash equal to the fair market value thereof)
    with respect to each phantom unit at vesting. Accordingly,
    without payment of cash, there is no reportable weighted-average
    exercise price.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  General
   98




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##### Table of Contents



Distributions
    and Payments to Our General Partner and its Affiliates
      Property
    Transactions with Quicksilver
    Omnibus
    Agreement
    
    restrictions on Crestwoods ability to engage in certain
    midstream business activities or own certain related assets in
    the Crestwood Counties;
    Crestwoods obligation to indemnify us for certain
    liabilities and our obligation to indemnify Crestwood for
    certain liabilities;
    our obligation to reimburse Crestwood for all expenses incurred
    by Crestwood (or payments made on our behalf) in conjunction
    with Crestwoods provision of general and administrative
    services to us, including salary and benefits of Crestwood
    personnel, our public company expenses, general and
    administrative expenses and salaries and benefits of our
    executive management who are Crestwoods employees;
    our obligation to reimburse Crestwood for all insurance coverage
    expenses it incurs or payments it makes with respect to our
    assets; and
    our obligation to reimburse Crestwood for all expenses incurred
    by Crestwood (or payments made on our behalf) in conjunction
    with Crestwoods provision of services necessary to
    operate, manage and maintain our assets.   99




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##### Table of Contents



Pre-Crestwood 2010


Post-Crestwood 2010


Estimates for 2011(In millions)Reimbursement of general and administrative expenses

$
2.0


$



$
Reimbursement of public company expenses


2.1



0.2



Reimbursement of compensation and benefits for Crestwood
    personnel






3.2



10.8Reimbursement of compensation and benefits for executive
    management of our General Partner


0.2



1.0



2.5Total

$
4.3


$
4.4


$
13.3       Reimbursement
    of Operating and General and Administrative
    Expense
    Reimbursement
    for Operations Services Expenses
    Indemnification
    Competition
   100




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##### Table of Contents



Contracts
    with Affiliates
  Agreements
    with Related Parties
    Equity
    Awards to Certain Quicksilver Executive Officers
    Policies
    and Procedures for Review and Approval of Transactions with
    Related Parties
    Director
    Independence
   101




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##### Table of Contents



Presiding
    Non-Management Director and Executive Sessions
    Communication
    with the Board
  (832) 519-2200.
  Item 14.
    Principal
    Accountant Fees and Services    Fees Billed For TheYear Ended December 31,2010


2009Audit fees(1)

$
272,467


$
353,766Audit-related fees(2)






Tax fees(3)






All other fees(4)






172,836Total

$
272,467


$
526,602     (1)
    
    Includes fees for audits of annual financial statements and
    reviews of the related quarterly financial statements.(2)
    
    There were no audit-related fees for 2010 or 2009.(3)
    
    There were no tax fees billed for 2010 or 2009.(4)
    
    Includes fee related to the equity offering for 2009.   102




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##### Table of Contents



PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules      Form 10-K.
                    Exhibit No.

Description2
.1

Purchase and Sale Agreement, dated December 10, 2009, among
    Cowtown Pipeline L.P., Quicksilver Gas Services LP and Cowtown
    Pipeline Partners L.P. (filed as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed December 10, 2009 and included herein by reference).2
.2

Letter Agreement, dated December 29, 2009, among Cowtown
    Pipeline L.P., Quicksilver Gas Services LP and Cowtown Pipeline
    Partners L.P. (filed as Exhibit 2.2 to the Companys
    Form 10-K
    for the year ended December 31, 2009, filed on
    March 15, 2010 and included herein by reference).2
.3

Purchase and Sale Agreement by and between Frontier Gas
    Services, LLC and Crestwood Midstream Partners LP, dated as of
    February 18, 2011 (included as Exhibit 2.1 to the
    Companys
    Form 8-K
    filed February 22, 2011 and included herein by reference).3
.1

Certificate of Limited Partnership of Quicksilver Gas Services
    LP (filed as Exhibit 3.1 to the Companys
    Form S-1,
    File
    No. 33-140599,
    filed February 12, 2007 and included herein by reference).3
.2

Certificate of Amendment to the Certificate of Limited
    Partnership of Quicksilver Gas Services LP (filed as
    Exhibit 3.1 to the Companys
    Form 8-K,
    filed October 7, 2010 and included herein by reference)3
.3

First Amendment to the Second Amended and Restated Agreement of
    Limited Partnership of Quicksilver Gas Services LP (filed as
    Exhibit 3.2 to the Companys
    Form 10-Q
    for the Quarter ended September 30, 2010, filed on
    November 8, 2010 and included herein by reference)3
.4

Second Amended and Restated Agreement of Limited Partnership of
    Quicksilver Gas Services LP, dated February 19, 2008 (filed
    as Exhibit 3.1 to the Companys
    Form 8-K
    filed February 22, 2008 and included herein by reference).3
.5

Certificate of Formation of Quicksilver Gas Services GP LLC
    (filed as Exhibit 3.3 to the Companys
    Form S-1,
    File
    No. 333-140599,
    filed February 12, 2007 and included herein by reference).3
.6

Certificate of Amendment to the Certificate of Formation of
    Quicksilver Gas Services GP LLC (filed as Exhibit 3.3 to
    the Companys
    Form 10-Q
    for the Quarter ended September 30, 2010, filed on
    November 8, 2010 and included herein by reference). 103




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##### Table of Contents



Exhibit No.

Description3
.7

First Amended and Restated Limited Liability Company Agreement
    of Quicksilver Gas Services GP LLC, dated July 24, 2007
    (filed as Exhibit 3.4 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 25, 2007 and included herein by reference).3
.8

First Amendment to the First Amended and Restated Limited
    Liability Company Agreement of Quicksilver Gas Services GP LLC,
    dated July 24, 2007 (filed as Exhibit 3.4 to the
    Companys
    Form 10-Q
    for the quarter ended September 30, 2010, filed on
    November 8, 2010 and included herein by reference)4
.1

Form of Common Unit Certificate (filed as Exhibit 4.1 to
    the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).10
.1

Assignment and Conveyance, effective April 30, 2007,
    between Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P.
    (filed as Exhibit 10.13 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.2(a)

Form of Assignment, effective April 30, 2007, between
    Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P. (filed
    as Exhibit 10.14(a) to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.2(b)

Schedule of Assignments, effective April 30, 2007, between
    Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P. (filed
    as Exhibit 10.14(b) to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.3

Credit Agreement, dated as of August 10, 2007, among
    Quicksilver Gas Services LP and the lenders and agents
    identified therein (filed as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.4

First Amendment to Credit Agreement, dated as of
    October 10, 2008, among Quicksilver Gas Services LP and the
    lenders and agents identified therein (filed as
    Exhibit 10.1 to the Companys
    Form 8-K
    filed October 14, 2008 and included herein by reference).10
.5

Second Amendment to Credit Agreement, dated as of
    October 22, 2009, among Quicksilver Gas Services LP and the
    lenders and agents identified therein (filed as
    Exhibit 10.1 to the Companys
    Form 8-K
    filed October 22, 2009 and included herein by reference).* # 10
.6

Credit Agreement, dated as of October 1, 2010, among
    Crestwood Midstream Partners LP (f/k/a Quicksilver Gas Services
    LP), 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.10
.7

Subordinated Promissory Note, dated as of August 10, 2007,
    made by Quicksilver Gas Services LP payable to the order of
    Quicksilver Resources Inc. (filed as Exhibit 10.2 to the
    Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.8

Omnibus Agreement, dated August 10, 2007, among Quicksilver
    Gas Services LP, Quicksilver Gas Services GP LLC and Quicksilver
    Resources Inc. (filed as Exhibit 10.4 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.9

Omnibus Agreement, dated October 8, 2010, by and among
    Crestwood Midstream Partners LP, Crestwood Gas Services GP LLC
    and Crestwood Holdings Partners, LLC (filed as Exhibit 3.1
    to the Companys
    Form 8-K
    filed October 13, 2010 and included herein by reference).10
.10

Extension Agreement, dated December 3, 2008, between
    Quicksilver Gas Services LP and Quicksilver Resources Inc.
    (filed as Exhibit 10.8 to the Companys
    Form 10-K
    for the year ended December 31, 2009, filed on
    March 15, 2010).10
.11

Option, Right of First Refusal, and Waiver in Amendment to
    Omnibus Agreement and Gas Gathering and Processing Agreement,
    dated as of June 9, 2009, among Quicksilver Resources Inc.,
    Quicksilver Gas Services LP, Quicksilver Gas Services GP LLC,
    Cowtown Pipeline Partners L.P. and Cowtown Gas Processing
    Partners L.P. (filed as Exhibit 10.1 to the Companys
    Form 8-K
    filed June 11, 2009 and included herein by reference).10
.12

Waiver, dated November 19, 2009, by Quicksilver Gas
    Services GP LLC (filed as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed November 23, 2009 and included herein by reference). 104




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##### Table of Contents



Exhibit No.

Description10
.13

Waiver, dated November 19, 2009, by Quicksilver Resources
    Inc. (filed as Exhibit 10.2 to the Companys
    Form 8-K
    filed November 23, 2009 and included herein by reference).10
.14

Contribution, Conveyance and Assumption Agreement, dated
    August 10, 2007, among Quicksilver Gas Services LP,
    Quicksilver Gas Services GP LLC, Cowtown Gas Processing L.P.,
    Cowtown Pipeline L.P., Quicksilver Gas Services Holdings LLC,
    Quicksilver Gas Services Operating GP LLC, Quicksilver Gas
    Services Operating LLC and the private investors named therein
    (filed as Exhibit 10.3 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.15

Sixth Amended and Restated Gas Gathering and Processing
    Agreement, dated September 1, 2008, among Quicksilver
    Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas
    Processing Partners L.P. (filed as Exhibit 10.1 to the
    Companys
    Form 10-Q
    filed November 6, 2008 and included herein by reference).*10
.16

Second Amendment to the Sixth Amended and Restated Gas Gathering
    and Processing Agreement, dated as of October 1, 2010, by
    and among Quicksilver Resources Inc., Cowtown Pipeline Partners
    L.P. and Cowtown Gas Processing Partners L.P.10
.17

Gas Gathering Agreement, effective December 1, 2009,
    between Cowtown Pipeline L.P. and Quicksilver Resources Inc.
    (filed as Exhibit 10.1 to the Companys
    Form 8-K
    filed on January 8, 2010 and included herein by reference).*10
.18

Amendment to Gas Gathering Agreement, dated as of
    October 1, 2010, by and between Quicksilver Resources Inc.
    and Cowtown Pipeline Partners L.P.10
.19

Addendum and Amendment to Gas Gathering and Processing Agreement
    Mash Unit Lateral, effective as of January 1, 2009, among
    Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and
    Cowtown Gas Processing Partners L.P. (filed as
    Exhibit 10.15 to the Companys
    Form 10-K
    for the year ended December 31, 2009, filed on
    March 15, 2010).*10
.20

Joint Operating Agreement, dated October 1, 2010, but
    effective as of July 1, 2010, between Quicksilver Resources
    Inc., Quicksilver Gas Services LP and Quicksilver Gas Services
    GP LLC10
.21

Class C Unit Purchase Agreement by and among Crestwood
    Midstream Partners LP and the purchasers named therein, dated as
    of February 18, 2011 (included as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed February 22, 2011 and included herein by reference).+*10
.22

Letter Agreement dated September 7, 2010 between the
    Crestwood Midstream Partners LP and Mark G. Stockard.+*10
.23

Crestwood Midstream Partners LP Third Amended and Restated 2007
    Equity Plan.+*10
.24

Form of Phantom Unit Award Agreement for Directors
    (3-year).+*10
.25

Form of Phantom Unit Award Agreement for Directors
    (1-year).+*10
.26

Form of Phantom Unit Award Agreement for
    Non-Directors
    (Cash).+*10
.27

Form of Phantom Unit Award Agreement for
    Non-Directors
    (Units).+*10
.28

Form of Indemnification Agreement by and between Crestwood
    Midstream Partners LP and its officers and directors.*21
.1

List of Subsidiaries of Crestwood Midstream Partners LP.*23
.1

Consent of Deloitte & Touche LLP.*31
.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.*31
.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.*32
.1

Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002     *
    
    Filed herewith+
    
    Identifies management contracts and compensatory plans or
    arrangements.#
    
    Confidential treatment has been requested for certain portions
    which are omitted in the copy of the exhibit electronically
    filed with the SEC. The omitted information has been filed
    separately with the SEC pursuant to our application for
    confidential treatment. 105




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##### Table of Contents



SIGNATURES    CRESTWOOD
    GAS SERVICES LP
  By:
    CRESTWOOD GAS SERVICES GP LLC, General Partner   Robert
    G. Phillips
       SIGNATURE

TITLE

DATE/s/  Robert
    G. PhillipsRobert
    G. Phillips

President, Chief Executive Officer and Chairman of the Board
    (Principal Executive Officer)

February 25, 2011/s/  William
    G. ManiasWilliam
    G. Manias

Senior Vice President  Chief Financial Officer
    (Principal Financial Officer)

February 25, 2011/s/  Eric
    GuyEric
    Guy

Vice President and Controller
    (Principal Accounting Officer)

February 25, 2011/s/  Alvin
    BledsoeAlvin
    Bledsoe

Director

February 25, 2011/s/  Thomas
    F. DardenThomas
    F. Darden

Director

February 25, 2011/s/  Timothy
    H. DayTimothy
    H. Day

Director

February 25, 2011/s/  Michael
    G. FranceMichael
    G. France

Director

February 25, 2011/s/  Philip
    D. GettigPhilip
    D. Gettig

Director

February 25, 2011/s/  Joel
    C. LambertJoel
    C. Lambert

Director

February 25, 2011/s/  J.
    Hardy MurchisonJ.
    Hardy Murchison

Director

February 25, 2011/s/  John
    W. Somerhalder IIJohn
    W. Somerhalder II

Director

February 25, 2011  106




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##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description2
.1

Purchase and Sale Agreement, dated December 10, 2009, among
    Cowtown Pipeline L.P., Quicksilver Gas Services LP and Cowtown
    Pipeline Partners L.P. (filed as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed December 10, 2009 and included herein by reference).2
.2

Letter Agreement, dated December 29, 2009, among Cowtown
    Pipeline L.P., Quicksilver Gas Services LP and Cowtown Pipeline
    Partners L.P. (filed as Exhibit 2.2 to the Companys
    Form 10-K
    for the year ended December 31, 2009, filed on
    March 15, 2010 and included herein by reference).2
.3

Purchase and Sale Agreement by and between Frontier Gas
    Services, LLC and Crestwood Midstream Partners LP, dated as of
    February 18, 2011 (included as Exhibit 2.1 to the
    Companys
    Form 8-K
    filed February 22, 2011 and included herein by reference).3
.1

Certificate of Limited Partnership of Quicksilver Gas Services
    LP (filed as Exhibit 3.1 to the Companys
    Form S-1,
    File
    No. 33-140599,
    filed February 12, 2007 and included herein by reference).3
.2

Certificate of Amendment to the Certificate of Limited
    Partnership of Quicksilver Gas Services LP (filed as
    Exhibit 3.1 to the Companys
    Form 8-K,
    filed October 7, 2010 and included herein by reference)3
.3

First Amendment to the Second Amended and Restated Agreement of
    Limited Partnership of Quicksilver Gas Services LP (filed as
    Exhibit 3.2 to the Companys
    Form 10-Q
    for the Quarter ended September 30, 2010, filed on
    November 8, 2010 and included herein by reference)3
.4

Second Amended and Restated Agreement of Limited Partnership of
    Quicksilver Gas Services LP, dated February 19, 2008 (filed
    as Exhibit 3.1 to the Companys
    Form 8-K
    filed February 22, 2008 and included herein by reference).3
.5

Certificate of Formation of Quicksilver Gas Services GP LLC
    (filed as Exhibit 3.3 to the Companys
    Form S-1,
    File
    No. 333-140599,
    filed February 12, 2007 and included herein by reference).3
.6

Certificate of Amendment to the Certificate of Formation of
    Quicksilver Gas Services GP LLC (filed as Exhibit 3.3 to
    the Companys
    Form 10-Q
    for the Quarter ended September 30, 2010, filed on
    November 8, 2010 and included herein by reference).3
.7

First Amended and Restated Limited Liability Company Agreement
    of Quicksilver Gas Services GP LLC, dated July 24, 2007
    (filed as Exhibit 3.4 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 25, 2007 and included herein by reference).3
.8

First Amendment to the First Amended and Restated Limited
    Liability Company Agreement of Quicksilver Gas Services GP LLC,
    dated July 24, 2007 (filed as Exhibit 3.4 to the
    Companys
    Form 10-Q
    for the quarter ended September 30, 2010, filed on
    November 8, 2010 and included herein by reference)4
.1

Form of Common Unit Certificate (filed as Exhibit 4.1 to
    the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).10
.1

Assignment and Conveyance, effective April 30, 2007,
    between Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P.
    (filed as Exhibit 10.13 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.2(a)

Form of Assignment, effective April 30, 2007, between
    Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P. (filed
    as Exhibit 10.14(a) to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.2(b)

Schedule of Assignments, effective April 30, 2007, between
    Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P. (filed
    as Exhibit 10.14(b) to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.3

Credit Agreement, dated as of August 10, 2007, among
    Quicksilver Gas Services LP and the lenders and agents
    identified therein (filed as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.4

First Amendment to Credit Agreement, dated as of
    October 10, 2008, among Quicksilver Gas Services LP and the
    lenders and agents identified therein (filed as
    Exhibit 10.1 to the Companys
    Form 8-K
    filed October 14, 2008 and included herein by reference). 107




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##### Table of Contents



Exhibit No.

Description10
.5

Second Amendment to Credit Agreement, dated as of
    October 22, 2009, among Quicksilver Gas Services LP and the
    lenders and agents identified therein (filed as
    Exhibit 10.1 to the Companys
    Form 8-K
    filed October 22, 2009 and included herein by reference).* # 10
.6

Credit Agreement, dated as of October 1, 2010, among
    Crestwood Midstream Partners LP (f/k/a Quicksilver Gas Services
    LP), 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.10
.7

Subordinated Promissory Note, dated as of August 10, 2007,
    made by Quicksilver Gas Services LP payable to the order of
    Quicksilver Resources Inc. (filed as Exhibit 10.2 to the
    Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.8

Omnibus Agreement, dated August 10, 2007, among Quicksilver
    Gas Services LP, Quicksilver Gas Services GP LLC and Quicksilver
    Resources Inc. (filed as Exhibit 10.4 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.9

Omnibus Agreement, dated October 8, 2010, by and among
    Crestwood Midstream Partners LP, Crestwood Gas Services GP LLC
    and Crestwood Holdings Partners, LLC (filed as Exhibit 3.1
    to the Companys
    Form 8-K
    filed October 13, 2010 and included herein by reference).10
.10

Extension Agreement, dated December 3, 2008, between
    Quicksilver Gas Services LP and Quicksilver Resources Inc.
    (filed as Exhibit 10.8 to the Companys
    Form 10-K
    for the year ended December 31, 2009, filed on
    March 15, 2010).10
.11

Option, Right of First Refusal, and Waiver in Amendment to
    Omnibus Agreement and Gas Gathering and Processing Agreement,
    dated as of June 9, 2009, among Quicksilver Resources Inc.,
    Quicksilver Gas Services LP, Quicksilver Gas Services GP LLC,
    Cowtown Pipeline Partners L.P. and Cowtown Gas Processing
    Partners L.P. (filed as Exhibit 10.1 to the Companys
    Form 8-K
    filed June 11, 2009 and included herein by reference).10
.12

Waiver, dated November 19, 2009, by Quicksilver Gas
    Services GP LLC (filed as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed November 23, 2009 and included herein by reference).10
.13

Waiver, dated November 19, 2009, by Quicksilver Resources
    Inc. (filed as Exhibit 10.2 to the Companys
    Form 8-K
    filed November 23, 2009 and included herein by reference).10
.14

Contribution, Conveyance and Assumption Agreement, dated
    August 10, 2007, among Quicksilver Gas Services LP,
    Quicksilver Gas Services GP LLC, Cowtown Gas Processing L.P.,
    Cowtown Pipeline L.P., Quicksilver Gas Services Holdings LLC,
    Quicksilver Gas Services Operating GP LLC, Quicksilver Gas
    Services Operating LLC and the private investors named therein
    (filed as Exhibit 10.3 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.15

Sixth Amended and Restated Gas Gathering and Processing
    Agreement, dated September 1, 2008, among Quicksilver
    Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas
    Processing Partners L.P. (filed as Exhibit 10.1 to the
    Companys
    Form 10-Q
    filed November 6, 2008 and included herein by reference).*10
.16

Second Amendment to the Sixth Amended and Restated Gas Gathering
    and Processing Agreement, dated as of October 1, 2010, by
    and among Quicksilver Resources Inc., Cowtown Pipeline Partners
    L.P. and Cowtown Gas Processing Partners L.P.10
.17

Gas Gathering Agreement, effective December 1, 2009,
    between Cowtown Pipeline L.P. and Quicksilver Resources Inc.
    (filed as Exhibit 10.1 to the Companys
    Form 8-K
    filed on January 8, 2010 and included herein by reference).*10
.18

Amendment to Gas Gathering Agreement, dated as of
    October 1, 2010, by and between Quicksilver Resources Inc.
    and Cowtown Pipeline Partners L.P.10
.19

Addendum and Amendment to Gas Gathering and Processing Agreement
    Mash Unit Lateral, effective as of January 1, 2009, among
    Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and
    Cowtown Gas Processing Partners L.P. (filed as
    Exhibit 10.15 to the Companys
    Form 10-K
    for the year ended December 31, 2009, filed on
    March 15, 2010). 108




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##### Table of Contents



Exhibit No.

Description*10
.20

Joint Operating Agreement, dated October 1, 2010, but
    effective as of July 1, 2010, between Quicksilver Resources
    Inc., Quicksilver Gas Services LP and Quicksilver Gas Services
    GP LLC10
.21

Class C Unit Purchase Agreement by and among Crestwood
    Midstream Partners LP and the purchasers named therein, dated as
    of February 18, 2011 (included as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed February 22, 2011 and included herein by reference).+*10
.22

Letter Agreement dated September 7, 2010 between the
    Crestwood Midstream Partners LP and Mark G. Stockard.+* 10
.23

Crestwood Midstream Partners LP Third Amended and Restated 2007
    Equity Plan.+*10
.24

Form of Phantom Unit Award Agreement for Directors
    (3-year).+*10
.25

Form of Phantom Unit Award Agreement for Directors
    (1-year).+*10
.26

Form of Phantom Unit Award Agreement for
    Non-Directors
    (Cash).+*10
.27

Form of Phantom Unit Award Agreement for
    Non-Directors
    (Units).+*10
.28

Form of Indemnification Agreement by and between Crestwood
    Midstream Partners LP and its officers and directors.*21
.1

List of Subsidiaries of Crestwood Midstream Partners LP.*23
.1

Consent of Deloitte & Touche LLP.*31
.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.*31
.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.*32
.1

Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002     *
    
    Filed herewith+
    
    Identifies management contracts and compensatory plans or
    arrangements.#
    
    Confidential treatment has been requested for certain portions
    which are omitted in the copy of the exhibit electronically
    filed with the SEC. The omitted information has been filed
    separately with the SEC pursuant to our application for
    confidential treatment. 109