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Peter C. Boylan III – Chairman & CEO Duff & Phelps 6 th Annual Private Capital Conference | March 6 th , 2014 Confidential

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Page 1: 3 6-14 dp conference

Peter C. Boylan III – Chairman & CEO

Duff & Phelps 6th Annual Private Capital Conference | March 6th, 2014

Confidential

Page 2: 3 6-14 dp conference

2 Confidential

LEGAL INFORMATION

Some of the statements in this presentation concerning future performance are forward-looking within the meaning of U.S. securities

laws. Forward-looking statements discuss the Issuer’s future expectations, contain projections of results of operations or of financial

condition, forecasts of future events or state other forward-looking information. Words such as “may,” “assume,” “forecast,” “position,”

“strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar

expressions are used to identify forward-looking statements. Forward-looking statements may include statements that relate to,

among other things, availability of cash flow to pay minimum quarterly distributions on the Issuer’s common units; the consummation

of financing, acquisition or disposition transactions and the effect thereof on the Issuer’s business; the Issuer’s existing or future

indebtedness and credit facilities; the Issuer’s liquidity, results of operations and financial condition; future legislation and changes in

regulations or governmental policies or changes in enforcement or interpretations thereof; changes in energy policy; increases in

energy conservation efforts; technological advances; volatility in the capital and credit markets; the impact of worldwide economic and

political conditions; the impact of wars and acts of terrorism; weather conditions or catastrophic weather-related damage;

earthquakes and other natural disasters; unexpected environmental liabilities; the outcome of pending or future litigation; and other

factors, including those discussed in “Risk Factors” section of the S-1 registration statement. Except for historical information

contained in this presentation, the matters discussed in this presentation include forward-looking statements that involve risks and

uncertainties. The Issuer does not undertake and specifically declines any obligation to publicly release the results of any revisions to

these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or

to reflect the occurrence of anticipated and unanticipated events. Forward-looking statements are not guarantees of future

performance or an assurance that the Issuer’s current assumptions or projections are valid. Actual results may differ materially from

those projected. You are strongly encouraged to closely consider the additional disclosures and risk factors contained in the

prospectus.

Page 3: 3 6-14 dp conference

3 Confidential

IPO SUMMARY – JANUARY 15TH, 2014 Issuer:

Common units sold:

Offering size:

IPO Price per unit:

Minimum quarterly distribution:

Equity market value:

Estimated distribution coverage:

Expected tax shield:

Cypress Energy Partners, L.P. (NYSE: CELP)

4,312,500 units (~ 4.5X oversubscribed)

$86.25 million

$20.00 (Yield of 7.75%); Current Yield ~ 6.3% @ $24.49 (3/3/14)

$0.3875 per unit ($1.55 annualized); Q1 2014 will be pro-rated for

IPO on 1/15/14.

$237 million @ IPO price of $20/unit (11.826MM

units outstanding); $290 million @ $24.49 (3/3/14)1.15x total unit coverage, 2.30x common unit coverage

≥ 80%

Raymond James, Baird, Stifel, BMO

Janney, Wunderlich

Book-Running managers:

Co-managers:

Page 4: 3 6-14 dp conference

4 Confidential

• Tulsa Inspection Resources, Inc. (TIR)− 50.1% interest in TIR entities held by CELP at IPO

• Founded in 2003

• Pipeline inspection & integrity services

• Large provider of independent services− Pipelines and related infrastructures

− U.S. and Canada

− Proprietary database of 10,000+ inspectors

− 1,700+ inspectors employed at 9/30/13

• Scalable

• Recurring revenue given maintenance,

repair & operations (MRO) activities relating

to existing pipelines

Pipeline Inspection & Integrity Services (PI&IS) Water & Environmental Services (W&ES)

• Founded in 2012

• Saltwater disposal and other water &

environmental services

• Sponsor (Charles Stephenson, Jr.; E&P)

• 9 owned SWD facilities (Bakken-7; Permian-2)− High quality construction & ops.

− Average age of 16 months at 9/30/13

− Avg. disposal volume of ≈53,000 barrels per day (BPD)

during 9 months 9/30/13

− ≈75% YTD volume is produced water

− Capacity to grow volumes, ≈42% avg. facility utilization

− Annual injection capacity of ≈50 million barrels

− 3 facilities currently receive piped water

• Manage 4 additional facilities in Bakken

CYPRESS ENERGY PARTNERS OVERVIEW

(1) Includes 100% of W&ES and 50.1% of PI&IS.

Serves Energy Companies

% of CELP LTM 9/30/13 Adj. Gross Margin: 46%(1) % of CELP LTM 9/30/13 Adj. Gross Margin: 54%(1)

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5 Confidential

Pipeline Inspection & Integrity Services

Water & Environmental Services

INVESTMENT HIGHLIGHTS

Cypress/TIR team

has significant

industry experience

and connections

High quality new

SWD facilities in

active U.S. oil & gas

producing regions

Independent

inspection & integrity

business serving

large pipeline owners

of North America

Provide services

throughout long life

of customers’ assets

Heightened industry

focus on regulatory

compliance and

safety

Increasing U.S.

energy activity –

“U.S. Energy

Independence”

Cypress/TIR team

has significant

industry experience

and connections

Consolidation and

growth opportunities

in highly fragmented

markets

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7 Confidential

WASTEWATER (OR SALTWATER)

• Water is a byproduct of oil & gas operations, with virtually all wells producing

wastewater for lifespan of well

− Brinish fluid (saltwater) returns to the surface during well completion

(flowback water) and during production (produced water)

Produced

Water

Flowback

Water

• Naturally occurring water flows to surface with oil and natural gas

• Generated for lifespan of the well (in Bakken and Permian, can

be decades)

• Millions of gallons of water are injected during fracturing of

horizontal wells

• Portion of this water returns to surface during weeks following

completion

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8 Confidential

SWD FACILITY OVERVIEW(1)

• Subsurface injection at an SWD facility is industry

standard method of saltwater disposal

• SWD facility: unload, filtration, separation, treatment,

tanks (water and oil), pumps, disposal well(s) and

associated equipment

• Residual (skim) oil is separated from saltwater and

saltwater is injected deep underground

(1) SWD wells are regulated by U.S. EPA as Class II injection wells. CELP Injection Interval > 4,000’

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9 Confidential

TRANSPORTATION, CUSTOMERS, REVENUE

(1) CELP does not own trucks but serves trucking companies.

(2) CELP has 3 facilities that currently receive piped water, and a producer is in the process of building pipelines to CELP facilities. Additional piping

opportunities under discussion.

(3) Source: University of North Dakota Study of Bakken Wells, April 2010.

• 2 methods of saltwater transport

− Trucking is primary method of transporting saltwater today(1)

− Pipeline is alternative method for transporting saltwater from oil & gas well

to SWD facility(2)

• Producers increasingly favor piping, given trucking’s cost, carbon footprint,

road damage, weight limit and liability issues

• Disposal can be transportation-intensive; transportation is 56% to 84% of

Williston producers’ total water handling and disposal costs(3)

− Piping reduces operating costs (and carbon footprint, liability) for producers

Tra

nsp

ort

ation

C

usto

me

rs

• Producers that contract directly with SWD facility (typically piping)

• Trucking companies hired by producers to transport saltwater

Reve

nu

e

• SWD facility charges a fee per barrel of saltwater disposed

• SWD facility sells residual oil

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10 Confidential

SWD DEMAND DRIVERS AND TRENDS

1. Increasing levels of U.S. onshore oil & gas production

− Increasing production equates to increasing saltwater volumes

− EIA forecasts 15+% growth from 2012 to 2014 in Lower 48(1)

(1) Source: U.S. EIA Petroleum Supply Monthly and Natural Gas Monthly, November 2013. Lower 48 States excluding Gulf of Mexico.

(2) Source: Texas Water Development Board, Proposed Mining Demands for 2016 Regional Use and 2017 State Water Plan, January 2013.

(3) Source: Spears & Associates, Drilling and Production Outlook, December 2013.

(4) Source: U.S. EIA Short-Term Energy Outlook, February 2013.

All U.S. Onshore 2010 2011 2012

Projected

2013

Projected

2014

Wells Drilled (3) 38,300 44,200 47,700 48,100 49,100

Average Footage per Well (3) 6,744 7,421 7,669 7,917 8,204

2. Increasing volumes of water utilized for completion of U.S.

oil & gas wells

− Total water used for fracturing in Texas more than doubled

from 2008 to 2011(2)

− Average U.S. onshore well length (and number of stages)

is increasing

3. Increasing capital needs and public & regulatory scrutiny

driving outsourcing

− Producers want to drill oil & gas wells, not build waste

infrastructure, with capital

− Producers know E&P, not waste & associated regulatory

compliance

Lower 48 Production 2010 2011 2012

Projected

2013

Projected

2014

Total Oil & Gas (MMboe/d) (1) 12.35 13.76 15.37 16.57 17.53

Hydrocarbon Liquids Production

(Million Barrels per Day)(2)

2012

Projected

2013

Projected

2014

Permian Basin (TX; NM) 1.18 1.29 1.37

Williston Basin (ND; SD; eMT) 0.72 0.95 1.13

Est. Recoverable

(Billion Barrels) (3)

15.4

17.9

(1) Source: Spears & Associates, Drilling and Production Outlook, September 2013.

(2) Source: EIA Short-Term Energy Outlook, February 2013.

(3) Source: EIA/ARI World Shale Gas and Shale Oil Resource Assessment, June 2013. Remaining reserves and undeveloped resources for shale oil & gas

resources. Permian includes Avalon, Cline and Wolfcamp shales in the Delaware and Midland sub-basins. Williston Basin refers to Bakken/Three Forks.

4. Current CELP facilities in Williston/Bakken and Permian

− 2 of most active drilling regions

− EIA forecasts increasing production in both basins

12.35 13.77 15.38 16.67 17.71

0

3

5

8

10

13

15

18

20

23

25

2010 2011 2012 2013P 2014P

Lower 48 Oil & Gas Production (MMBoe/d)(1)

38,000 43,000 46,300 46,600 48,100

6,753 7,498

7,862 8,155 8,308

3,000

3,500

4,000

4,500

5,000

5,500

6,000

6,500

7,000

7,500

8,000

8,500

9,000

9,500

10,000

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

2010 2011 2012 2013P 2014P

Wells Drilled Avg. Footage Per Well

All U.S. Onshore (3)

0.72 0.95

1.13 1.18 1.29 1.37

0.0

0.3

0.5

0.8

1.0

1.3

1.5

1.8

2.0

2012 2013P 2014P

Williston Basin (ND; SD; eMT) Permian Basin (TX; NM)

Hydrocarbon Liquids Production (4) (MMBbl/d)

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11 Confidential

• Regulations require pipeline operators to develop an integrity management

program and conduct inspection, with operators outsourcing elements

PIPELINE INSPECTION & INTEGRITY SERVICES

Pipeline Inspection Is A Growing,

Multi-Billion Dollar Annual Market

End

Users

Wellhead Gathering System Processing/Treating

Facilities

Pipelines/Transportation

Lines/Storage Facilities

Construction and Repair Management

Project supervision and coordination of field activities

Dig site excavation oversight

Defect assessments and mapping/surveying

Documentation

Staking Services

AGM placement

Dig site staking

In-line Inspection

Smart pigs

Pig tracking

Other Non-destructive Examination (NDE) Inspection

Visual/aerial

X-ray

Ultrasonic

Other testing

Data and Integrity Program Management Services

Smart pig and other NDE inspection data

Anomaly and above ground marker (AGM) reports

Automated dig sheet generation

= Current TIR Activities

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12 Confidential

INFRASTRUCTURE BY USER/SECTOR

NGL Fractionation

Residential

Electric Generation

Commercial/Industrial

Residential

LNG Export

Chemicals and Plastics

Refinery

Downstream Users

Midstream Upstream

Oil & Gas Wells

Crude Oil Gathering

Gas Gathering

Compression Gas Processing & Treating Plants

Compression

Natural Gas Transmission Pipelines

Natural Gas Local

Distribution Company

Distribution Lines

NGL Transmission

Pipelines

Crude Oil Field Tank Battery

Truck

Rail

Crude Storage Crude Transportation

Pipelines

Natural Gas Liquid (“NGL”) Transmission

Pipelines

Natural Gas

Storage

User/Sector

Currently

Served By

TIR

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13 Confidential

CUSTOMERS AND REVENUE

• Midstream pipeline companies are historically the largest consumers of

independent inspection & integrity services

• Oil & gas producers with gathering systems are customers that are subject to

additional scrutiny due to recent regulations

• Local Distribution Companies (“LDCs”) and Public Utility Companies (“PUCs”)

represent small but growing component customer base

− Recent high profile LDC/PUC accidents have increased regulatory oversight

− Like gathering systems, utility pipelines are subject to additional scrutiny due

to recent regulations

• Customers typically pay daily rate per inspector as well as per diems/expenses

Custo

me

rs

Reve

nu

e

Page 14: 3 6-14 dp conference

14 Confidential

0%

5%

10%

15%

20%

25%

• North American oil & gas wells

can produce for decades,

including U.S. onshore wells

− Wells can produce higher %

water as they age

• North American pipeline

infrastructure also lasts decades

− 60+% of U.S. active pipeline

was installed 40+ years ago(1)

− Older pipeline is more

susceptible to failures

SERVICES FOR LIFESPAN OF ASSETS

(1) Source: INGAA The Role of Pipeline Age in Pipeline Safety, November 2012.

% Of U.S. Pipe Mileage Installed

By Decade(1)

Page 15: 3 6-14 dp conference

15 Confidential

Arctic, $0.3

Southwest, $56.0

Southeast, $35.6

Central, $48.1

Northeast, $33.6

Canada, $38.7

Midwest, $20.8

Western, $12.4

Offshore, $5.3

INSPECTION DEMAND DRIVERS AND TRENDS

1. Substantial existing infrastructure that is

aging

− 2.3+ million miles of transmission and

distribution pipelines in U.S. plus

millions of miles of gathering systems(1)

(1) Source: Pipeline and Hazardous Materials Safety Administration (PHMSA), U.S. Department of Transportation main website.

(2) Source: INGAA North American Midstream Infrastructure Through 2035, June 2011.

2. Expanding infrastructures with shifts in

energy production and consumption

− $250+ billion will need to be invested in

North American energy infrastructure

from 2011-2035(2)

3. Operators of pipelines and related infrastructure are facing increasingly stringent

government regulations and safety requirements, are not staffed to address and

are increasingly preferring to outsource for independence and avoidance of

permanent overheads

2011-2035 Infrastructure Investment(2)

(U.S. Dollars in Billions)

Page 16: 3 6-14 dp conference

16 Confidential

COMPETITIVE LANDSCAPE

• Certain producers with private SWD

facilities serving own production

• Service providers with commercial SWD

facilities serving producers (piping),

vertically integrated trucking companies

and third party trucking companies

• Highly fragmented market of oil & gas

industry(1)

• NGL Energy Partners (NGL) has been

actively acquiring businesses within the

water services sector since June 2012

• In-house personnel

• Engineering & construction (E&C)

companies

• Independent inspection & integrity

services companies

• Examples: Wood Group/Mustang (E&C);

Intertek/Moody Int’l (independent

inspection)

• TIR is believed to be one of the leading

providers of independent inspectors to

the North American pipeline industry

(1) For example, data available from the Texas Railroad Commission lists over 900 operators owning approximately 2,500 commercial SWD wells in Texas with

the largest operator having 73 SWD wells and several hundred operators owning only a single SWD well.

Cypress was 1st IPO in W&ES as well as in PI&IS

Pipeline Inspection & Integrity Services (PI&IS)

Water & Environmental Services (W&ES)

Page 17: 3 6-14 dp conference

17 Confidential

CYPRESS’ OWNED SWD FACILITIES

Mountrail County, ND Facility (2 Wells)

• Opened June 2012 – 10 acres leased(1)

• 4,000+ feet deep SWD injection zone

• 1st wellbore: est. capacity of 13,500 BPD

• 2nd wellbore: est. capacity of 15,000 BPD

• (3) Piped water lines – E&P customer

• DVR security systems

• Automation systems (1) Cypress facilities are up to 30 acres.

7 Owned ND Facilities

2 Owned TX Facilities

SWD facility with piped water

SWD facility

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18 Confidential

309 305

437507

462530

727 716689

799

1,035

1,153

1,1801,303

1,667

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

Q1 Q2 Q3 Q4

2010 2011 2012 2013Number of Inspectors

LEADER IN INDEPENDENT INSPECTION

• Strong long-term relationships with

customers and inspectors

− Proprietary database of

10,000+ inspectors

• Serves 60+ customers across

North America(1)

• Growing revenue

(1) For the three months ended September 30, 2013.

Revenue (U.S.

dollars in millions) 2012

9 mos.

9/30/13

12 mos.

9/30/13

TIR (100%) $234 $268 $341

1,700+ @ 9/30/13

(up 50+% from year ago)

Average TIR Inspector Headcount Per Quarter

TIR’s Top Customers By Revenue – 9 Months 9/30/13 (In Alpha Order)

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19 Confidential

HEIGHTENED REGULATORY LANDSCAPE

• Evolving environmental and safety regulations for both business segments

• Increased outsourcing by oil & gas customers in both business segments

− Seeking independent or third party service provider such as Cypress/TIR

− Cypress/TIR advantage: history in oil & gas industry; positive reputation

− Significantly limits applicability of grandfather clause for pre-1970

(or 50+% of) pipelines as pertains to testing/inspection

− Expansion into gathering systems and LDC/PUC pipelines

− Critical elements positively impacting TIR business take effect in the near term

Example: Pipeline Transportation Safety Improvement Act of 2011

Page 20: 3 6-14 dp conference

20 Confidential

CFO of RAM Energy Resources*

CFO of Matrix Service Company*

Positions at Flint Energy Construction and Ernst & Young

G. Les Austin

VP and CFO

EXPERIENCED TEAM (1 OF 2)

* denotes public company

Peter C. Boylan, III

Chairman, CEO and

President

Co-Founder of Cypress Energy Partners

Director of MRC Global* and BOK Financial*

Former Director and Officer of Liberty Media* companies

CFO of Cherokee Nation Businesses

Positions with BOK Financial*, Gemstar TV Guide

International* and KPMG

Don LaBass

VP and Chief

Accounting Officer

20 years of Acquisitions & Divestitures experience in oil & gas

industry, including Samson

Jim Dowdy

VP Corp.

Development

VP of Operations of Bosque Systems

Positions at Vartec Telecom and Ernst & YoungJeff English

VP of Operations

Shareholder & Attorney at GableGotwals Counsel

Senior Counsel at The Williams Companies*

20+ years of legal experience

Richard Carson

VP and General

Counsel

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21 Confidential

EXPERIENCED TEAM (2 OF 2)

* denotes public company

Co-Founder of TIR (2003)

25 years of experience in pipeline inspection & integrity services

Randall Lorett

CEO and President

of TIR

Vice Chairman of Investment Banking at Duff & Phelps

Director of Continental Resources* and Willbros*

John T. McNabb, II

Director

Co-Founder of Cypress Predecessor

Has other SBG entities

CEO and President of Edgewood Vista Senior Living

Phil Gisi

Director

And “ND Partner”

Co-Founder of Cypress Energy Partners

Founded Vintage Petroleum* (sold to Oxy in 2006)

Co-Founder and Chairman of Premier Natural Resources

Charles C.

Stephenson, Jr.

Director and “Sponsor”

Henry L. Cornell

Director

Former Vice Chairman of Goldman Sachs Merchant Banking

Previously practiced law at Davis, Polk & Wardwell

Director of MRC Global*

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22 Confidential

CELP GROWTH OPPORTUNITIES

Organic Growth And Existing Opportunities

• Multiple SWD facilities in U.S. (e.g., TX/NM Permian, Bakken, Eagle Ford,

OK Panhandle), including piped facilities

• Associated W&ES services (e.g., oil reclamation)

• PI&IS services (e.g., aerial inspection, additional NDE, right-of-way)

• Increased utilization of existing assets (W&ES) and personnel (PI&IS)

• Sponsor owns additional interests in TIR entities (U.S.; Canada; NDE)

• Partnering opportunities with producers (e.g., piping water to CELP SWD facilities)

• Another SWD facility at Sponsor

• Additional SWD facility management opportunities

• Expanded PI&IS services (e.g., additional NDE services and users for PI&IS)

• First right to negotiate with ND Partner on other SBG entities (e.g., pipeline

construction opportunities, gas & diesel wholesale venture)

Additional Acquisition Opportunities

Page 23: 3 6-14 dp conference

23 Confidential

$248.4

$362.6

$396.6

$13.0

$17.6

$23.4

$0

$10

$20

$30

$40

$0

$100

$200

$300

$400

$500

12/31/12PF 9/30/13PF 12/31/14P

Ad

j. E

BIT

DA

(D

oll

ars

in

Mil

lio

ns

)

Rev

en

ue (

Do

llars

in

Millio

ns)

12 Months Ended

11.0

18.7 22.8

$14.6

$21.6

$24.6

$0

$5

$10

$15

$20

$25

$30

0

5

10

15

20

25

30

35

12/31/12PF 9/30/13PF 12/31/14P

Rev

en

ue (

Do

llars

in

Millio

ns)

Dis

po

sed

Salt

wate

r (M

MB

bl)

12 Months Ended

919

1,326 1,446

$233.8

$341.0 $372.0

$0

$100

$200

$300

$400

0

500

1,000

1,500

2,000

12/31/12PF 9/30/13PF 12/31/14P

Rev

en

ue (

Do

llars

in

Millio

ns)

Av

era

ge N

um

ber

of

Insp

ecto

rs

12 Months Ended

PI&IS Summary(1)

CONSOLIDATED CELP FINANCIAL PERFORMANCE

$9.5 $13.7

$17.7

$11.2

$16.0

$18.3 $20.7

$29.7

$36.0

$0

$10

$20

$30

$40

12/31/12PF 9/30/13PF 12/31/14P

(Do

llars

in

Millio

ns)

12 Months Ended

Adjusted Gross Margin(3) Revenue(2) And Adjusted EBITDA(3)

W&ES Summary

W&ES

PI&IS

Revenue

Adj. EBITDA

(1) Includes 100% of PI&IS.

(2) Includes 100% of W&ES and 100% of PI&IS.

(3) Includes 100% of W&ES and 50.1% of PI&IS. Refer to slide 33 for a reconciliation of Adjusted EBITDA to Net Income (Controlling Interests).

(4) Does not reflect incremental G&A Expense for being a publicly traded partnership.

Disposal Volume

Revenue

Avg. # of Inspectors

Revenue

(4)

(4)

Page 24: 3 6-14 dp conference

24 Confidential

FINANCIAL FLEXIBILITY – CREDIT FACILITY

• New Credit Facility of $120 MM (12/24/13)

− Arrangers: Deutsche Bank, BMO

− $65 MM Borrowing Base Facility &

$55 MM Acquisition Facility

− Also provides for $100 MM Accordion(1)

• $23.4 MM forecasted Adj. EBITDA

Attributable To Controlling Interests

for 12 months ending 12/31/14

• Covenants based on Adj. EBITDA (100%)

rather than Adj. EBITDA Attributable To

Controlling Interests; leverage covenants

exclude Borrowing Base Facility outstanding

• IPO provides access to additional

capital markets

CELP Capitalization (Pro Forma for Offering, including exercise of shoe in full)

(1) Accordion subject to additional commitments from lenders and satisfaction of certain other conditions.

(2) Assumes IPO price of $20.00 per unit.

(3) As of December 31, 2013, CELP had $75.0 million of indebtedness outstanding under its New Credit Facility.

(U.S. Dollars In Thousands)

Pro Forma

9/30/13 (2)

Cash and Cash Equivalents 15,190$

Long-Term Debt:

Mezzanine Facilities -$

Revolving Credit Facility -

New Credit Facility (3) 67,121

Total Long-Term Debt 67,121$

Member's/Partners' Equity:

CEP Successor Member's Equity -$

Limited Partners' Units:

Common Units:

Public 80,212

Cypress Holdings & CEP-TIR & Affiliates 17,133

Subordinated Units 17,207

Total Member's/Partners' Equity 114,552

Non-controlling Interest (TIR) 34,013

Total Equity 148,565$

Total Capitalization 215,686$

Page 25: 3 6-14 dp conference

25 Confidential

EBITDA RECONCILIATION

Adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies. The following

table presents a reconciliation of Adjusted EBITDA to net income attributable to CELP, on a pro forma basis, as applicable

for each of the periods indicated.

(1) 100% attributable to W&ES and 50.1% attributable to PI&IS.

(2) Reflects interest expense as if CELP had entered into its New Credit Facility on January 1, 2012, plus applicable commitment and loan origination fees. The non-

controlling interest holders in the TIR entities will be charged a fee that will equal the interest expense the non-controlling interest holders would have paid to incur

$10.0 million in incremental borrowings under CELP’s New Credit Facility to purchase the non-controlling interest holders’ interests in the TIR entities plus the full amount

of loan origination fees. Pursuant to the omnibus agreement, in order to effect the charge, the TIR entities will reduce distributions to the non-controlling interest holders in

the TIR entities by an aggregate amount of $0.5 million for the year ended December 31, 2012 and $0.2 million for the twelve months ended September 30, 2013.

(U.S. Dollars In Thousands)

Year Ended 12 Months Ended

12/31/12 9/30/13

Reconciliation of Adjusted EBITDA (1)

to Net Income (Controlling Interests)

Net Income (Controlling Interests) 9,727$ 11,801$

Add:

D&A Expense (1) 2,541 4,762

Income Tax Expense (1) 179 323

Interest Expense (2) 586 729

Adjusted EBITDA (1) 13,033$ 17,615$

Historical Pro Forma

Page 26: 3 6-14 dp conference

26 Confidential

Pipeline Inspection & Integrity Services

Water & Environmental Services

THANK YOU

Cypress/TIR team

has significant

industry experience

and connections

High quality new

SWD facilities in

active U.S. oil & gas

producing regions

Independent

inspection & integrity

business serving

large pipeline owners

of North America

Provide services

throughout long life

of customers’ assets

Heightened industry

focus on regulatory

compliance and

safety

Increasing U.S.

energy activity –

“U.S. Energy

Independence”

Cypress/TIR team

has significant

industry experience

and connections

Consolidation and

growth opportunities

in highly fragmented

markets