Adjustment of Performance Objectives. The Committee may modify, amend or otherwise adjust the performance objectives specified for outstanding Performance Share Awards if it determines that an adjustment would be consistent with the objectives of this Plan and taking into account the interests of the participants and the public Shareholders of the Company and such adjustment complies with any applicable legal requirements. The types of events which could cause an adjustment in the performance objectives include, without limitation, accounting changes which substantially affect the determination of performance objectives, changes in applicable laws or regulations which affect the performance objectives, and divisive corporate reorganizations, including spin-offs and other distributions

Performance Goals and Adjustment. Adjusted PSUs shall be the number of PSUs that become eligible for the lapse of restrictions, pursuant to paragraph 3, contingent on achievement of the following goals for the March 19, 2019 to December 31, 2021 performance period:

Adjustment of Fund Subaccounts. Each business day, each Fund Subaccount within a Participant’s Plan Year Account # shall be credited or charged (the case may be) with # an amount determined by multiplying the balance credited to such Subaccount as of the prior day, plus deferrals credited that day to such Subaccount, by the Investment Adjustment for the Fund to which such Subaccount relates, # shall be credited with any transfer to such Fund Subaccount from another such Subaccount, and charged with any transfer from such Fund Subaccount to another such Subaccount, and # shall be charged with the amount of any payments therefrom under the Plan.

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the [[Organization A:Organization]] shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

Adjustment of Award Formula. In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the Performance Award to reflect such Participant’s individual performance in his or her position with the Company or such other factors as the Committee may determine, including adjustments to account for unanticipated events or occurrences at the time a Performance Goal was established or other unusual or nonrecurring events.

Final Purchase Price Adjustment. The Purchase Price shall be adjusted following the Closing based on the difference between the Final Closing Date Purchase Price (as determined in accordance with this [Section 2.5]) and the Estimated Purchase Price, and payment shall be made in respect of any such post-Closing adjustment as set forth in [Section 2.5(e)].

Within 60 days after the Initial Closing Date, Crestwood shall prepare and deliver to CEGPS a statement (the “Initial Closing Statement”) setting forth its determination of Initial Closing Working Capital, Initial Closing Crestwood Pipeline East Working Capital, Initial Closing Indebtedness, Initial Closing Transaction Expenses, and Initial Closing Crestwood Pipeline East Indebtedness, which statement shall contain # an unaudited consolidated balance sheet of Newco and its Subsidiaries (including the Contributed Entities) and an unaudited balance sheet of Crestwood Pipeline East, in each case as of the Initial Closing Date (assuming the contribution to Newco of the Contributed Entities but without giving effect to the Initial CEGPS Contribution or the Second CEGPS Contribution), # a calculation of Initial Closing Working Capital and Initial Closing Crestwood Pipeline East Working Capital, and an itemized list of Initial Closing Indebtedness, Initial Closing Transaction Expenses, and Initial Closing Crestwood Pipeline East Indebtedness, and # a certificate of the Chief Financial Officer of Crestwood that # Initial Closing Working Capital, Initial Closing Indebtedness, Initial Closing Transaction Expenses, Initial Closing Crestwood Pipeline East Working Capital and Initial Closing Crestwood Pipeline East Indebtedness were determined in accordance with the definitions thereof, respectively, and # the consolidated balance sheet of Newco and its Subsidiaries (including the Contributed Entities), based on the trial balances of Newco and the Contributed Entities, and the balance sheet of Crestwood Pipeline East, based on the trial balances of Crestwood Pipeline East, were prepared in accordance with GAAP.

Within 60 days after the Second Closing Date, Crestwood shall prepare and deliver to CEGPS a statement (the “Second Closing Statement”) setting forth its calculation of Crestwood Pipeline East Leakage, an itemized list of Second Closing Transaction Expenses, and a certificate of the Chief Financial Officer of Crestwood that Crestwood Pipeline East Leakage and Second Closing Transaction Expenses were determined in accordance with the definitions thereof, respectively.

Second Closing Termination Adjustment. The “Crestwood Pipeline East Termination Adjustment” shall be an amount equal to the sum of # 50% of # the Initial Closing Crestwood Pipeline East Working Capital minus # $400,000, minus # 50% of the Initial Closing Crestwood Pipeline East Indebtedness, plus # 50% of the amount of any indebtedness for borrowed money, accounts payable and other payables of the Initial Contributed Entities owing to Crestwood Pipeline East as of the Initial Closing. If the transactions contemplated hereby to occur at the Second Closing are terminated at any time pursuant to Section 8.2 then # if the Crestwood Pipeline East Termination Adjustment is a positive number, Crestwood shall pay to CEGPS an amount equal to the Crestwood Pipeline East Termination Adjustment or # if the Crestwood Pipeline East Termination Adjustment is a negative number, CEGPS shall pay to Crestwood an amount equal to the absolute value of the Crestwood Pipeline East Termination Adjustment, in each case in accordance with Section 2.9(d), in each case, upon the later to occur of # either five Business Days after the acceptance or deemed acceptance of the Initial Closing Statement or five Business Days after the resolution described in Section 2.9(a) or (b) five Business Days following the date of such termination. The amount of any Crestwood Pipeline East Termination Adjustment shall bear interest from and including the Initial Closing Date to but excluding the date of payment at a rate per annum equal to the Prime Rate as set forth in the Wall Street Journal as of the Initial Closing Date. Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed. Either Party shall have the right to immediately exercise its Payable Distribution Right in satisfaction of any amounts the other Party has not paid pursuant to this Section 2.10.