“or the New Money DIP Notes”

Approval by Newco. Newco shall prepare and approve the final Annual Budget by December 1 of the calendar year in which Crestwood Midstream submitted a proposed Annual Budget pursuant to [clause (a) above]. If the Annual Budget is not approved by Newco prior to the date when such Annual Budget is to become effective, Crestwood Midstream shall continue to use the Annual Budget then in effect, extrapolated to a 12-month budget period in the case of the use of the Annual Budget for 2016, except that # any items of the proposed Annual Budget that previously were approved by the Board shall be given effect in substitution of the corresponding items in the Annual Budget for the previous year, # any one-time or non-recurring items and the corresponding budget entries therefor shall be deleted, and # all other categories of expenses from the Annual Budget for 2016 or the Annual Budget for the previous period or year, as applicable, shall be increased by five percent (5%).

“Required Holders” means at any time, collectively # the Holders of at least 50.1% in principal amount of the New Money DIP Notes and Commitments (as defined in the New Money DIP Note Purchase Agreement) at the time outstanding and # so long as the DDJ Holders hold at least 15% of the outstanding Commitments and outstanding principal amount of New Money DIP Notes, the DDJ Holders. Notwithstanding anything to the contrary in [Section 9.02(c)] of the Indenture, in determining the Required Holders at any time, New Money DIP Notes owned by the Company or its Affiliates shall be excluded as though not outstanding.

“Roll-Up Notes Obligations” means all “Obligations” as defined in Pre-Petition Indenture, to the extent arising in connection with the Roll-Up Notes and all Roll Up DIP Notes Obligations (as defined in the DIP Order).

"Budget" means the cash-flow budget attached hereto as [Exhibit B], as such budget may be amended with the written consent of Administrative Agent.

Attached hereto as [Exhibit C] is the initial budget (the “Initial Budget”) for the Company and its Subsidiaries that sets forth reasonable line item detail regarding anticipated expenditures, including: # estimated operating expenditures; # estimated capital expenditures; # the proposed financing plans for such expenditures; and # such other items as are set forth therein, for the period from the Effective Date through December 31, 2016. At such reasonable time prior to the expiration of the Initial Budget, and each year thereafter, the Board shall cause to be prepared the Annual Budget for the following year, which Annual Budget will be presented to the Board on or before September 15 of the preceding year for approval in accordance with Section 8.04(b)(xix). The Board shall cause the Annual Budget to be prepared and approved for distribution to the Members by November 1 prior to the calendar year to which such Annual Budget applies, and finally approved by December 1 prior to the calendar year to which such Annual Budget applies, for each calendar year during the term of this Agreement. If the Budget is not approved by the Board prior to the date when such Budget is to become effective, the Company shall continue to use the Initial Budget or Annual Budget then in effect, extrapolated to a 12-month budget period in the case of the use of the Initial Budget, except that # any items of the proposed Annual Budget that previously were approved by the Board shall be given effect in substitution of the corresponding items in the Annual Budget for the previous year, # any one-time or non-recurring items and the corresponding budget entries therefor shall be deleted, and # all other categories of expenses from the Initial Budget or Annual Budget for the previous period or year, as applicable, shall be increased by five percent (5%).

"Five Year Budget" means a Group budget for a particular Budget Year and each of the following four Budget Years in a format approved from time to time by the Supervisory Board (save as otherwise provided in this Agreement), to be updated annually;

“Final DIP Order” means the order of the Bankruptcy Court approving the relief granted and contemplated in the Interim DIP Order on a final basis, in form and substance acceptable to the Required Holders (as defined below) in their sole discretion.

“If the Trustee, or applicable paying agent, collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order (subject in each case to the DIP Order and the DIP Documents):

Milestones. By entering into this Agreement as of the Effective Date, the Required DIP Noteholders waive any milestone events of default under the Final DIP Order and the Bidding Procedures Order relating to Sellers’ selection of this Agreement as the stalking horse purchase agreement.