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          J. Therefore, in recognition of the need to provide Indemnitee with substantial protectionagainst personal liability, in order to procure Indemnitee’s continued service as a director orofficer of the Company and to enhance Indemnitee’s ability to serve the Company in an effectivemanner, and in order to provide such protection pursuant to express contract rights (intended to beenforceable irrespective of, among other things, any amendment to the Company’s certificate offormation or the LLC Agreement (collectively, the ***“Constituent Documents”***), any change in thecomposition of the Company’s Board of Directors (the ***“Board”***) or any change-in-control orbusinesscombination transaction relating to the Company), the Company wishes to provide in this Agreementfor (1) the indemnification of and the advancement of Expenses (as defined in Section 1(g)) toIndemnitee as set forth in this Agreement and (2) the continued coverage of Indemnitee under theCompany’s directors’ and officers’ liability insurance policies.          K. In light of the considerations referred to in the preceding recitals, it is the Company’sintention and desire that the provisions of this Agreement be construed liberally, subject to theirexpress terms, to maximize the protections to be provided to Indemnitee hereunder.**AGREEMENT:**     NOW, THEREFORE, the parties herebyagree as follows:          **1. Certain Definitions.**In addition to terms defined elsewhere herein, the following termshave the following meanings when used in this Agreement with initial capital letters:               (a) “***Affiliate***” means, with respect to any Person, any otherPerson that directly orindirectly through one or more intermediaries controls, is controlled by or is under common controlwith, the Person in question. As used herein, the term “control” means the possession, direct orindirect, of the power to direct or cause the direction of the management and policies of a Person,whether through ownership of voting securities, by contract or otherwise.               (b) ***“Change in Control”***means the occurrence after the dateof this Agreement of any of thefollowing events:                    (i) The Company ceases to be controlled by CrestwoodHoldings or one or more Affiliates ofCrestwood Holdings and a majority of the Board of Directors of the Company thereafter ceases to becomprised of Incumbent Directors;                    (ii) The consummation of a reorganization, merger orconsolidation of the Partnership or saleor other disposition of all or substantially all of the consolidated assets of the Partnership (a“***Partnership Transaction***”) immediately after which the voting power of the equity securities of thePartnership outstanding immediately prior to such Partnership Transaction do not continue torepresent (either by remaining outstanding or by being converted into equity securities havingvoting power in the entity surviving, resulting from, or succeeding to all or substantially all ofthe Partnership’s consolidated assets as a result of such Partnership Transaction or any parent ofsuch entity) at least 50% of the combined voting power of the then outstanding equity securities of(A) the entity surviving, resulting from, or succeeding to all or substantially all of thePartnership’s consolidated assets as a result of such Partnership
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Transaction or (B) any parent of any such entity (including, without limitation, an entitywhich as a result of such transaction owns the Partnership or all or substantially all of thePartnership’s assets either directly or through one or more subsidiaries); or                    (iii) The occurrence of any of the following events while the Company is controlled byCrestwood Holdings or one or more Affiliates of Crestwood Holdings:                         (A) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of theExchange Act) is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgatedunder the Exchange Act) of 50% or more of the combined voting power of the then-outstanding VotingSecurities of Crestwood Holdings; provided, however, that the following acquisitions will notconstitute a Change in Control: (1) any acquisition of Voting Securities of Crestwood Holdingsdirectly from Crestwood Holdings that is approved by a majority of the Incumbent Crestwood HoldingsDirectors; (2) any acquisition of the Voting Securities of Crestwood Holdings by Crestwood Holdingsor an Affiliate of Crestwood Holdings; or (3) any acquisition of Voting Securities of CrestwoodHoldings by the trustee or other fiduciary holding securities under any employee benefit plan (orrelated trust) sponsored or maintained by Crestwood Holdings or any Affiliate of CrestwoodHoldings;                         (B) A majority of the Management Committee of Crestwood Holdings ceases to be comprised ofIncumbent Crestwood Holdings Directors;                         (C) The consummation of a reorganization, merger or consolidation of Crestwood Holdings orsale or other disposition of all or substantially all of the consolidated assets of CrestwoodHoldings (each, a “***Business Combination Transaction***”) immediately after which the Voting Securitiesof Crestwood Holdings outstanding immediately prior to such Business Combination Transaction do notcontinue to represent (either by remaining outstanding or by being converted into equity securitieshaving voting power in the entity surviving, resulting from, or succeeding to all or substantiallyall of Crestwood Holdings’ consolidated assets as a result of such Business Combination Transactionor any parent of such entity) at least 50% of the combined voting power of the then outstandingequity securities having voting power in (1) the entity surviving, resulting from, or succeeding toall or substantially all of Crestwood Holdings’ consolidated assets as a result of such BusinessCombination Transaction or (2) any parent of any such entity (including, without limitation, anentity which as a result of such transaction owns Crestwood Holdings or all or substantially all ofCrestwood Holdings’ assets, either directly or through one or more subsidiaries); or                         (D) The Company, or one or more Affiliates of Crestwood Holdings, ceases to be the generalpartner of the Partnership.               (c) ***“Claim”***means (i) any threatened, asserted, pending or completed claim, demand, action,suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other,and whether made pursuant to federal, state or other law; and (ii) any threatened, pending orcompleted inquiry or investigation, whether made, instituted or conducted by the Company or anyother person, including any federal, state or other governmental entity, that Indemnitee determinesmight lead to the institution of any such claim, demand, action, suit or proceeding.
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               (d) ***“Controlled Affiliate”***means any corporation, limited liability company, partnership,joint venture, trust or other entity or enterprise, whether or not for profit, that is directly orindirectly controlled by the Company. For purposes of this definition, “control” means thepossession, directly or indirectly, of the power to direct or cause the direction of the managementor policies of an entity or enterprise, whether through the ownership of voting securities, throughother voting rights, by contract or otherwise; *provided*that direct or indirect beneficialownership of capital stock or other interests in an entity or enterprise entitling the holder tocast 20% or more of the total number of votes generally entitled to be cast in the election ofdirectors (or persons performing comparable functions) of such entity or enterprise shall be deemedto constitute control for purposes of this definition.               (e) ***“Disinterested Director”***means a director of the Company who is not and was not a party tothe Claim in respect of which indemnification is sought by Indemnitee.               (f) “***Exchange Act***” means the Securities Exchange Act of 1934, as amended.               (g) ***“Expenses”***means attorneys’ and experts’ fees and expenses and all other costs andexpenses paid or payable in connection with investigating, defending, being a witness in orparticipating in (including on appeal), or preparing to investigate, defend, be a witness in orparticipate in (including on appeal), any Claim.               (h) **”*****Incumbent Crestwood Holdings Directors*****”**means the individuals who, as of the date hereof,are members of the Management Committee of Crestwood Holdings Partners, LLC (“***Crestwood Holdings***”),and any individual becoming a member of the Management Committee of Crestwood Holdings subsequentto such date whose election or appointment, was approved by a vote of a majority of the thenIncumbent Crestwood Holdings Directors (either by a specific vote or by approval of the proxystatement of Crestwood Holdings in which such person is named as a nominee for director, withoutobjection to such nomination).               (i) ***“Incumbent Directors”***means the individuals who, as of the date hereof, are directors ofthe Company, and any individual becoming a director of the Company subsequent to such date whoseelection, nomination for election by the Company’s members, or appointment, was approved by a voteof a majority of the then Incumbent Directors (either by a specific vote or by approval of theproxy statement of the Company in which such person is named as a nominee for director, withoutobjection to such nomination).               (j) ***“Indemnifiable Claim”***means any Claim based upon, arising out of or resulting from (i) anyactual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as adirector, officer, employee or agent of the Company or as a director, officer, employee, member,manager, trustee or agent of any other corporation, limited liability company, partnership, jointventure, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee isor was serving at the request of the Company as a director, officer, employee, member, manager,trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee inrespect of any business, transaction, communication, filing, disclosure or other activity of theCompany or any other entity or enterprise referred to in clause (i) of this sentence, or (iii)Indemnitee’s status as a current or former director, officer, employee or agent of the Company oras a current or former director, officer, employee, member, manager, trustee or agent of theCompany or any other entity or enterprise referred to in clause (i) of this sentence or
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any actual, alleged or suspected act or failure to act by Indemnitee in connection with anyobligation or restriction imposed upon Indemnitee by reason of such status. In addition to anyservice at the actual request of the Company, for purposes of this Agreement, Indemnitee shall bedeemed to be serving or to have served at the request of the Company as a director, officer,employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or wasserving as a director, officer, employee, member, manager, trustee or agent of such entity orenterprise and (i) such entity or enterprise is or at the time of such service was a ControlledAffiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefitplan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii)the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to benominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.               (k) ***“Indemnifiable Losses”***means any and all Losses relating to, arising out of or resultingfrom any Indemnifiable Claim.               (l) ***“Independent Counsel”***means a law firm, or a member of a law firm, that is experienced inmatters of corporation law and neither presently is, nor in the past five years has been, retainedto represent: (i) the Company (or any Subsidiary of the Company) or Indemnitee in any mattermaterial to either such party (other than with respect to matters concerning Indemnitee under thisAgreement, or of other indemnitees under similar indemnification agreements), or (ii) any othernamed (or, as to a threatened matter, reasonably likely to be named) party to the IndemnifiableClaim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term“Independent Counsel” shall not include any person who, under the applicable standards ofprofessional conduct then prevailing, would have a conflict of interest in representing either theCompany or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.               (m) ***“Losses”***means any and all Expenses, damages, losses, liabilities, judgments, fines,penalties (whether civil, criminal or other) and amounts paid in settlement, including allinterest, assessments and other charges paid or payable in connection with or in respect of any ofthe foregoing.               (n) “***Person***” means an individual or a corporation, limited liability company, partnership,joint venture, trust, unincorporated organization, association, government agency or politicalsubdivision thereof or other entity.               (o) ***“Subsidiary”***of a Person means a corporation, partnership, limited liability company orother entity in which such Person owns directly or indirectly more than 50% of the outstandingshares of voting stock or other voting interest.               (p) ***“Voting Securities”***means the securities entitled to vote generally in the election ofdirectors or persons who serve similar functions.          **2. Indemnification Obligation.**Subject to Section 7, the Company shall indemnify, defend andhold harmless Indemnitee, to the fullest extent permitted by the laws of the State of Delaware ineffect on the date hereof or as such laws may from time to time hereafter be amended to increasethe scope of such permitted indemnification, against any and all
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Indemnifiable Claims and Indemnifiable Losses; *provided*, *however*, that, except as provided inSections 4 and 21, Indemnitee shall not be entitled to indemnification pursuant to this Agreementin connection with any Claim initiated by Indemnitee against the Company or any director or officerof the Company unless the Company has joined in or consented to the initiation of such Claim.          **3. Advancement of Expenses.**Indemnitee shall have the right to advancement by the Companyprior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to,arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or whichIndemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’sright to such advancement is not subject to the satisfaction of any standard of conduct. Withoutlimiting the generality or effect of the foregoing, within five business days after any request byIndemnitee, the Company shall, in accordance with such request (but without duplication), (a) paysuch Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient topay such Expenses, or (c) reimburse Indemnitee for such Expenses.          **4. Indemnification for Additional Expenses.**Without limiting the generality or effect of theforegoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested byIndemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days ofsuch request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determinesare reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made,instituted or conducted by Indemnitee for (a) indemnification or reimbursement or advance paymentof Expenses by the Company under any provision of this Agreement, or under any other agreement orprovision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims,and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained bythe Company, regardless in each case of whether Indemnitee ultimately is determined to be entitledto such indemnification, reimbursement, advance or insurance recovery, as the case may be;*provided*, *however*, that Indemnitee shall return, without interest, any such advance of Expenses(or portion thereof) which remains unspent at the final disposition of the Claim to which theadvance related.          **5. Partial Indemnity.**If Indemnitee is entitled under any provision of this Agreement toindemnification by the Company for some or a portion of any Indemnifiable Loss, but not for all ofthe total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portionthereof to which Indemnitee is entitled.          **6. Procedure for Notification**. To obtain indemnification under this Agreement in respect of anIndemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written requesttherefor, including a brief description (based upon information then available to Indemnitee) ofsuch Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, theCompany has directors’ and officers’ liability insurance in effect under which coverage for suchIndemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give promptwritten notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers inaccordance with the procedures set forth in the applicable policies. The Company shall provide toIndemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequentcorrespondence between the Company and such insurers regarding the Indemnifiable Claim orIndemnifiable Loss, in each case
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substantially concurrently with the delivery or receipt thereof by the Company. The failure byIndemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall notrelieve the Company from any liability hereunder unless, and only to the extent that, the Companydid not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure resultsin forfeiture by the Company of substantial defenses, rights or insurance coverage.          **7. Determination of Right to Indemnification.**               (a) To the extent that Indemnitee shall have been successful on the merits or otherwise indefense of any Indemnifiable Claim or any portion thereof or in defense of any issue or mattertherein, including dismissal without prejudice, Indemnitee shall be indemnified against allIndemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim inaccordance with Section 2 and no Standard of Conduct Determination (as defined in Section 7(b))shall be required.               (b) To the extent that the provisions of Section 7(a) are inapplicable to an IndemnifiableClaim that shall have been finally disposed of, any determination of whether Indemnitee hassatisfied any applicable standard of conduct under Delaware law that is a legally requiredcondition precedent to indemnification of Indemnitee hereunder against Indemnifiable Lossesrelating to, arising out of or resulting from such Indemnifiable Claim (a ***“Standard of ConductDetermination”***) shall be made as follows: (i) if a Change in Control shall not have occurred, orif a Change in Control shall have occurred but Indemnitee shall have requested that the Standard ofConduct Determination be made pursuant to this clause (i), (A) by a majority vote of theDisinterested Directors, even if less than a quorum of the Board, (B) if such DisinterestedDirectors so direct, by a majority vote of a committee of Disinterested Directors designated by amajority vote of all Disinterested Directors, or (C) if there are no such Disinterested Directors,by Independent Counsel in a written opinion addressed to the Board, a copy of which shall bedelivered to Indemnitee; and (ii) if a Change in Control shall have occurred and Indemnitee shallnot have requested that the Standard of Conduct Determination be made pursuant to clause (i), byIndependent Counsel in a written opinion addressed to the Board, a copy of which shall be deliveredto Indemnitee. Indemnitee will cooperate with the person or persons making such Standard of ConductDetermination, including providing to such person or persons, upon reasonable advance request, anydocumentation or information which is not privileged or otherwise protected from disclosure andwhich is reasonably available to Indemnitee and reasonably necessary to such determination. TheCompany shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shallreimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, anyand all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred byIndemnitee in so cooperating with the person or persons making such Standard of ConductDetermination.               (c) The Company shall use its reasonable best efforts to cause any Standard of ConductDetermination required under Section 7(b) to be made as promptly as practicable. If (i) the personor persons empowered or selected under Section 7 to make the Standard of Conduct Determinationshall not have made a determination within 30 days after the later of (A) receipt by the Company ofwritten notice from Indemnitee advising the Company of the final disposition of the applicableIndemnifiable Claim (the date of such receipt being the ***“Notification Date”***) and (B) theselection of an Independent Counsel, if such determination is to be made by Independent Counsel,that is permitted under the provisions of Section 7(e) to
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make suchdetermination and (ii) Indemnitee shall have fulfilled his/her obligations set forth in the secondsentence of Section 7(b), then Indemnitee shall be deemed to have satisfied the applicable standardof conduct; *provided*that such 30-day period may be extended for a reasonable time, not to exceedan additional 30 days, if the person or persons making such determination in good faith requiressuch additional time for the obtaining or evaluation or documentation and/or information relatingthereto.               (d) If (i) Indemnitee shall be entitled to indemnification hereunder against any IndemnifiableLosses pursuant to Section 7(a), (ii) no determination of whether Indemnitee has satisfied anyapplicable standard of conduct under Delaware law is a legally required condition precedent toindemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee hasbeen determined or deemed pursuant to Section 7(b) or (c) to have satisfied any applicable standardof conduct under Delaware law which is a legally required condition precedent to indemnification ofIndemnitee hereunder against any Indemnifiable Losses, then the Company shall pay to Indemnitee,within five business days after the later of (x) the Notification Date in respect of theIndemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of whichsuch Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) theearliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shallhave been satisfied, an amount equal to the amount of such Indemnifiable Losses.               (e) If a Standard of Conduct Determination is to be made by Independent Counsel pursuant toSection 7(b)(i), the Independent Counsel shall be selected by the Board of Directors, and theCompany shall give written notice to Indemnitee advising him or her of the identity of theIndependent Counsel so selected. If a Standard of Conduct Determination is to be made byIndependent Counsel pursuant to Section 7(b)(ii), the Independent Counsel shall be selected byIndemnitee, and Indemnitee shall give written notice to the Company advising it of the identity ofthe Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may,within five business days after receiving written notice of selection from the other, deliver tothe other a written objection to such selection; *provided*, *however*, that such objection may beasserted only on the ground that the Independent Counsel so selected does not satisfy the criteriaset forth in the definition of “Independent Counsel” in Section 1(l), and the objection shall setforth with particularity the factual basis of such assertion. Absent a proper and timely objection,the person or firm so selected shall act as Independent Counsel. If such written objection isproperly and timely made and substantiated, (i) the Independent Counsel so selected may not serveas Independent Counsel unless and until such objection is withdrawn or a court has determined thatsuch objection is without merit and (ii) the non-objecting party may, at its option, select analternative Independent Counsel and give written notice to the other party advising such otherparty of the identity of the alternative Independent Counsel so selected, in which case theprovisions of the two immediately preceding sentences and clause (i) of this sentence shall applyto such subsequent selection and notice. If applicable, the provisions of clause (ii) of theimmediately preceding sentence shall apply to successive alternative selections. If no IndependentCounsel that is permitted under the foregoing provisions of this Section 7(e) to make the Standardof Conduct Determination shall have been selected within 30 days after the Company gives itsinitial notice pursuant to the first sentence of this Section 7(e) or Indemnitee gives its initialnotice pursuant to the second sentence of this Section 7(e), as the case may be, either the Companyor Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of anyobjection which shall have been made by the Company or Indemnitee to the
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other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of aperson or firm selected by the Court or by such other person as the Court shall designate, and theperson or firm with respect to whom all objections are so resolved or the person or firm soappointed will act as Independent Counsel. In all events, the Company shall pay all of thereasonable fees and expenses of the Independent Counsel incurred in connection with the IndependentCounsel’s determination pursuant to Section 7(b).          **8. Presumption of Entitlement.**In making any Standard of Conduct Determination, the person orpersons making such determination shall presume that Indemnitee has satisfied the applicablestandard of conduct, and the Company may overcome such presumption only by its adducing clear andconvincing evidence to the contrary. Any Standard of Conduct Determination that is adverse toIndemnitee may be challenged by Indemnitee in the Court of Chancery of the State of Delaware. Nodetermination by the Company (including by its directors or any Independent Counsel) thatIndemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim byIndemnitee for indemnification or reimbursement or advance payment of Expenses by the Companyhereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.          **9. No Other Presumption.**For purposes of this Agreement, the termination of any Claim byjudgment, order, settlement (whether with or without court approval) or conviction, or upon a pleaof *nolo contendere*or its equivalent, will not create a presumption that Indemnitee did not meetany applicable standard of conduct or that indemnification hereunder is otherwise not permitted.          **10. Non-Exclusivity.**The rights of Indemnitee hereunder will be in addition to any otherrights Indemnitee may have under the Constituent Documents, or the substantive laws of theCompany’s jurisdiction of incorporation, any other contract or otherwise (collectively, ***“OtherIndemnity Provisions”***); *provided*, *however*, that (a) to the extent that Indemnitee otherwisewould have any greater right to indemnification under any Other Indemnity Provision, Indemniteewill be deemed to have such greater right hereunder and (b) to the extent that any change is madeto any Other Indemnity Provision which permits any greater right to indemnification than thatprovided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greaterright hereunder. Except as set forth in the proviso to the immediately preceding sentence, theOther Indemnity Provisions shall not be taken into account in construing or apply the provisions ofthis Agreement, which are intended to operate independently of the Other Indemnity Provisions. TheCompany will not adopt any amendment to any of the Constituent Documents the effect of which wouldbe to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or anyOther Indemnity Provision.          **11. Liability Insurance and Funding.**For the duration of Indemnitee’s service as a directorand/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to anypending or possible Indemnifiable Claim, the Company shall use commercially reasonable efforts(taking into account the scope and amount of coverage available relative to the cost thereof) tocause to be maintained in effect policies of directors’ and officers’ liability insurance providingcoverage for directors and/or officers of the Company that is at least substantially comparable inscope and amount to that provided by the Company’s current policies of directors’ and officers’liability insurance. The Company shall provide Indemnitee with a copy of all directors’ andofficers’ liability insurance applications, binders, policies, declarations,
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endorsements and other related materials, and shall provide Indemnitee with a reasonableopportunity to review and comment on the same. Without limiting the generality or effect of the twoimmediately preceding sentences, the Company shall not discontinue or significantly reduce thescope or amount of coverage from one policy period to the next (i) without the prior approvalthereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if atthe time that any such discontinuation or significant reduction in the scope or amount of coverageis proposed there are no Incumbent Directors, without the prior written consent of Indemnitee(which consent shall not be unreasonably withheld or delayed). In all policies of directors’ andofficers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured insuch a manner as to provide Indemnitee the same rights and benefits, subject to the samelimitations, as are accorded to the Company’s directors and officers most favorably insured by suchpolicy. The Company may, but shall not be required to, create a trust fund, grant a securityinterest or use other means, including a letter of credit, to ensure the payment of such amounts asmay be necessary to satisfy its obligations to indemnify and advance expenses pursuant to thisAgreement.          **12. Subrogation.**In the event of payment under this Agreement, the Company shall be subrogatedto the extent of such payment to all of the related rights of recovery of Indemnitee against otherPersons (other than Indemnitee’s successors), including any entity or enterprise referred to inclause (i) of the definition of “Indemnifiable Claim” in Section 1(j). Indemnitee shall execute allpapers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses,including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option ofIndemnitee, advanced by the Company).          **13. No Duplication of Payments.**The Company shall not be liable under this Agreement to makeany payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee hasotherwise actually received payment (net of Expenses incurred in connection therewith) under anyinsurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (includingfrom any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim”in Section 1(j)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.          **14. Indemnification of Crestwood Holdings.**The Company shall indemnify, defend and holdCrestwood Holdings harmless against, and shall advance expenses to Crestwood Holdings in the samemanner as contemplated by Section 3 in connection with, any and all obligations of CrestwoodHoldings to indemnify, hold harmless or advance expenses to Indemnitee against or in connectionwith any Indemnifiable Claim (including any and all Losses, costs and expenses incurred,experienced, advanced, paid or payable by Crestwood Holdings pursuant to or as a result of any suchobligations). This covenant is intended to be for the benefit of, and shall be enforceable by,Crestwood Holdings and any successor to Crestwood Holdings.          **15. Defense of Claims.**The Company shall be entitled to participate in the defense of anyIndemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory toIndemnitee; *provided*that if Indemnitee believes, after consultation with counsel selected byIndemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would presentsuch counsel with an actual or potential conflict, (b) the named parties in any such IndemnifiableClaim (including any impleaded parties) include both the Company and Indemnitee and Indemniteeshall conclude that there may be one or more legal defenses available
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to him or her that are different from or in addition to those available to the Company, or (c) anysuch representation by such counsel would be precluded under the applicable standards ofprofessional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel(but not more than one law firm plus, if applicable, local counsel in respect of any particularIndemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee underthis Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claimeffected without the Company’s prior written consent. The Company shall not, without the priorwritten consent of Indemnitee, effect any settlement of any threatened or pending IndemnifiableClaim to which Indemnitee is, or could have been, a party unless such settlement solely involvesthe payment of money and includes a complete and unconditional release of Indemnitee from allliability on any claims that are the subject matter of such Indemnifiable Claim. Neither theCompany nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; *provided*that Indemnitee may withhold consent to any settlement that does not provide a complete andunconditional release of Indemnitee.          **16. Successors and Binding Agreement.**               (a) The Company shall require any successor (whether direct or indirect, by purchase, merger,consolidation, reorganization or otherwise) to all or substantially all of the business or assetsof the Company, by agreement in form and substance satisfactory to Indemnitee and his or hercounsel, expressly to assume and agree to perform this Agreement in the same manner and to the sameextent the Company would be required to perform if no such succession had taken place. ThisAgreement shall be binding upon and inure to the benefit of the Company and any successor to theCompany, including any Person acquiring directly or indirectly all or substantially all of thebusiness or assets of the Company whether by purchase, merger, consolidation, reorganization orotherwise (and such successor will thereafter be deemed the “Company” for purposes of thisAgreement), but shall not otherwise be assignable or delegatable by the Company.               (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’spersonal or legal representatives, executors, administrators, heirs, distributees, legatees andother successors.               (c) This Agreement is personal in nature and neither of the parties hereto shall, without theconsent of the other, assign or delegate this Agreement or any rights or obligations hereunderexcept as expressly provided in Sections 16(a) and 15(b). Without limiting the generality or effectof the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whetherby pledge, creation of a security interest or otherwise, other than by a transfer by Indemnitee’swill or by the laws of descent and distribution, and, in the event of any attempted assignment ortransfer contrary to this Section 16(c), the Company shall have no liability to pay any amount soattempted to be assigned or transferred.          **17. Notices.**For all purposes of this Agreement, all communications, including notices,consents, requests or approvals, required or permitted to be given hereunder shall be in writingand shall be deemed to have been duly given when hand delivered or dispatched by electronicfacsimile transmission (with receipt thereof orally confirmed), or five business days after havingbeen mailed by United States registered or certified mail, return receipt requested, postageprepaid or one business day after having been sent for next-day delivery by a nationally
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recognized overnight courier service, addressed to the Company (to the attention of the Secretaryof the Company) and to Indemnitee at the applicable address shown on the signature page hereto, orto such other address as any party may have furnished to the other in writing and in accordanceherewith, except that notices of changes of address will be effective only upon receipt.          **18. Governing Law.**The validity, interpretation, construction and performance of thisAgreement shall be governed by and construed in accordance with the substantive laws of the Stateof Delaware, without giving effect to the principles of conflict of laws of such State. The Companyand Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of theState of Delaware for all purposes in connection with any action or proceeding which arises out ofor relates to this Agreement and agree that any action instituted under this Agreement shall bebrought only in the Chancery Court of the State of Delaware.          **19. Validity.**If any provision of this Agreement or the application of any provision hereof toany Person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder ofthis Agreement and the application of such provision to any other Person or circumstance shall notbe affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall bereformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal.In the event that any court or other adjudicative body shall decline to reform any provision ofthis Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by theimmediately preceding sentence, the parties hereto shall take all such action as may be necessaryor appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegalwith one or more alternative provisions that effectuate the purpose and intent of the originalprovisions of this Agreement as fully as possible without being invalid, unenforceable or otherwiseillegal.          **20. Miscellaneous.**No provision of this Agreement may be waived, modified or discharged unlesssuch waiver, modification or discharge is agreed to in writing signed by Indemnitee and theCompany. No waiver by either party hereto at any time of any breach by the other party hereto orcompliance with any condition or provision of this Agreement to be performed by such other partyshall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at anyprior or subsequent time. No agreements or representations, oral or otherwise, expressed or impliedwith respect to the subject matter hereof have been made by either party that are not set forthexpressly in this Agreement.          **21. Legal Fees and Expenses.**It is the intent of the Company that Indemnitee not be requiredto incur legal fees and or other Expenses associated with the interpretation, enforcement ordefense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost andexpense thereof would substantially detract from the benefits intended to be extended to Indemniteehereunder. Accordingly, without limiting the generality or effect of any other provision hereof, ifit should appear to Indemnitee that the Company has failed to comply with any of its obligationsunder this Agreement or in the event that the Company or any other Person takes or threatens totake any action to declare this Agreement void or unenforceable, or institutes any litigation orother action or proceeding designed to deny, or to recover from, Indemnitee the benefits providedor intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes Indemniteefrom time to time to retain counsel of Indemnitee’s choice, at the expense of the Company ashereafter provided, to advise and represent Indemnitee
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in connection with any such interpretation, enforcement or defense, including the initiation ordefense of any litigation or other legal action, whether by or against the Company or any director,officer, member or other person affiliated with the Company, in any jurisdiction. Notwithstandingany existing or prior attorney-client relationship between the Company and such counsel, theCompany irrevocably consents to Indemnitee’s entering into an attorney-client relationship withsuch counsel, and in that connection the Company and Indemnitee agree that a confidentialrelationship shall exist between Indemnitee and such counsel. Without respect to whether Indemniteeprevails, in whole or in part, in connection with any of the foregoing, the Company will pay and besolely financially responsible for any and all attorneys’ and related fees and expenses incurred byIndemnitee in connection with any of the foregoing.          **22. Certain Interpretive Matters.**Unless the context of this Agreement otherwise requires, (a)“it” or “its” or words of any gender include each other gender, (b) words using the singular orplural number also include the plural or singular number, respectively, (c) the terms “hereof,”“herein,” “hereby” and derivative or similar words refer to this entire Agreement, (d) the terms“Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article, Section, Annex orExhibit of or to this Agreement, (e) the terms “include,” “includes” and “including” will be deemedto be followed by the words “without limitation” (whether or not so expressed), and (f) the word“or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, suchnumber will refer to calendar days unless business days are specified and whenever action must betaken (including the giving of notice or the delivery of documents) under this Agreement during acertain period of time or by a particular date that ends or occurs on a non-business day, then suchperiod or date will be extended until the immediately following business day. As used herein,“business day” means any day other than Saturday, Sunday or a United States federal holiday. TheSection headings contained in this Agreement are inserted for convenience only and do notconstitute a part of this Agreement.          **23. Counterparts.**This Agreement may be executed in one or more counterparts, each of whichwill be deemed to be an original but all of which together shall constitute one and the sameagreement.**[Signatures Appear On Following Page]**
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     IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorizedrepresentative to execute this Agreement as of the date first above written.      **CRESTWOOD GAS SERVICES GP LLC**