Offer to Purchase for Cash Any and All of the Outstanding Notes Listed Below

Issuer(1)	Title of Security	CUSIP Number	Principal Amount Outstanding	Consideration per $1,000 of Notes(2)
Crestwood Midstream Partners LP	6.000% Senior Notes due 2020	226373AJ7	$338,758,000	$1,033.00
Crestwood Midstream Partners LP	6.125% Senior Notes due 2022	226373AH1	$436,436,000	$1,048.94

________________________________________________________________________________________________

(1) Crestwood Midstream Finance Corp., a wholly owned subsidiary of Crestwood Midstream Partners LP, is a co-issuer of each series of these securities.
(2) Holders will also receive in cash an amount equal to Accrued Interest in addition to the Consideration.

To view copies of the Exchange Offer documents please click on the documents below

Offer to Purchase

Letter of Transmittal

Notice of Guaranteed Delivery

In order to tender Notes, a Holder should send or deliver a properly completed and signed Letter of Transmittal and any other required documents to the Tender Agent at one of its addresses set forth below or tender pursuant to DTC’s Automated Tender Offer Program.

D.F. King & Co., Inc.

The Tender Agent for the Tender Offer is:

For Confirmation:
Call: (212) 269-5552

Any questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent at its telephone number or address set forth below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Tender Offer.

The Information Agent for the Tender Offer is:

D.F. King & Co., Inc.

48 Wall Street — 22nd Floor
New York, New York 10005
Banks and Brokers Call: (212) 269-5550
All Others Call Toll Free: (866) 416-0552
Email: cmplp@dfking.com

The Dealer Manager for the Tender Offer is:

J.P. Morgan Securities LLC

383 Madison Avenue
New York, NY 10179
(212) 834-4811 (Collect)
(866) 834-4666 (Toll Free)