SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (herein called the “Amendment”) dated as of April 8, 2011 among CHESAPEAKE MLP OPERATING, L.L.C., a Delaware limited liability company (“Borrower”), CHESAPEAKE MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (“Parent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender, and the Issuing Lender, and the several banks and other financial institutions or entities from time to time parties to the Existing Credit Agreement defined below (“Lenders”).

W I T N E S S E T H:

WHEREAS, Borrower, Administrative Agent and Lenders entered into that certain Credit Agreement dated as of September 30, 2009 (as amended prior to the date hereof, the “Existing Credit Agreement”), for the purpose and consideration therein expressed, whereby Lenders became obligated to make loans to Borrower as therein provided; and

WHEREAS, Borrower, Administrative Agent and Lenders desire to amend the Existing Credit Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Existing Credit Agreement, in consideration of the extensions of credit which may hereafter be made by Lenders to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

DEFINITIONS AND REFERENCES

Section 1.1. Terms Defined in the Existing Credit Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Existing Credit Agreement shall have the same meanings whenever used in this Amendment.

Section 1.2. Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this Section 1.2.

“Amendment” means this Second Amendment to Credit Agreement.

“Amendment Documents” means this Amendment and all other documents or instruments delivered in connection herewith or therewith.

“Credit Agreement” means the Existing Credit Agreement as amended hereby.

[SECOND AMENDMENT TO CREDIT AGREEMENT]

ARTICLE II.

AMENDMENTS TO EXISTING CREDIT AGREEMENT

Section 2.1. Additional Defined Terms. Section 1.1 of the Existing Credit Agreement is amended to add the following definitions:

“Permitted Unsecured Indebtedness”: unsecured senior or subordinated notes issued by Parent and, if applicable, any other Group Member as a co-issuer of such notes, pursuant to one or more indentures in compliance with Section 7.2(h).

“Permitted Unsecured Indebtedness Documents”: collectively, all unsecured senior or subordinated notes, all guarantees of any such notes, any indentures for each series or issue of any such notes and all other material agreements, documents or instruments executed and delivered by any Group Member in connection with, or pursuant to, the issuance of Permitted Unsecured Indebtedness.

Section 2.2. Indebtedness. Section 7.2(h) of the Existing Credit Agreement is hereby amended to add the phrase “and, if applicable, any other Group Member as a co-issuer of such notes” immediately after the phrase “unsecured senior or subordinated notes issued by Parent”.

Section 2.3. Transactions with Affiliates. The parenthetical phrase “(other than the Borrower or any Subsidiary Guarantor)” in Section 7.9 of the Existing Credit Agreement is hereby amended to read “(other than Parent, the Borrower or any Subsidiary Guarantor)”.

Section 2.4. Negative Pledge Clause. Subsection (b) of Section 7.12 of the Existing Credit Agreement is hereby relettered to become subsection “(c)” and a new subsection (b) is hereby added in its place to read “, (b) the Permitted Unsecured Indebtedness Documents, provided, however, that any such prohibition or limitation does not restrict in any manner (directly or indirectly) Liens on any Property of any Group Member securing the Obligations and does not require the direct or indirect granting of any Lien securing any Permitted Unsecured Indebtedness or other obligation thereunder by virtue of the granting of Liens on any Property of any Group Member to secure the Obligations, and”.

Section 2.5. Parent. Section 7.18(a) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“(a) hold any assets or conduct any business other than its (i) ownership of the Borrower and (ii) issuance of Permitted Unsecured Indebtedness,”

ARTICLE III.

CONDITIONS OF EFFECTIVENESS

Section 3.1. Effective Date. This Amendment shall become effective as of the date first above written when and only when:

(a) Administrative Agent shall have received all of the following, at Administrative Agent’s office, duly executed and delivered and in form, substance and date satisfactory to Administrative Agent:

(i) the Amendment executed by Borrower, Parent, Administrative Agent and Majority Lenders;

2 [SECOND AMENDMENT TO CREDIT AGREEMENT]

(ii) a duly executed Consent and Agreement from each Subsidiary Guarantor in the form attached hereto;

(iii) (1) a certificate from a Responsible Officer of each Loan Party certifying that the execution and delivery of this Amendment has been duly authorized and that none of the resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent has previously required evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party have been amended since they were delivered and (2) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; and

(iv) such other supporting documents as Administrative Agent may reasonably request.

(b) Borrower shall have paid, in connection with such Loan Documents, all recording, handling, amendment and other fees required to be paid to Administrative Agent pursuant to any Loan Documents.

(c) Borrower shall have paid, in connection with such Loan Documents, all other fees and reimbursements to be paid to Administrative Agent pursuant to any Loan Documents, or otherwise due Administrative Agent and including invoiced fees and disbursements of Administrative Agent’s attorneys.

ARTICLE IV.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 4.1. Representations and Warranties of Borrower and Parent. In order to induce each Lender to enter into this Amendment, Borrower and Parent represent and warrant to each Lender that:

(a) The representations and warranties contained in Article 4 of the Credit Agreement are true and correct at and as of the time of the effectiveness hereof, except (i) to the extent that the facts on which such representations and warranties are based have been changed by the

3 [SECOND AMENDMENT TO CREDIT AGREEMENT]

extension of credit under the Credit Agreement, (ii) to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (iii) for purposes of this definition, the representations and warranties contained in subsections (a) and (b) of Section 4.1 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.1 of the Credit Agreement.

(b) Borrower and Parent are duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower and Parent have duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower and Parent hereunder and thereunder.

(c) When duly executed and delivered, each of this Amendment and the Credit Agreement will be a legal and binding obligation of each of Borrower and Parent, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights and by equitable principles of general application.

Section 4.2. Covenants of Borrower and Parent. In order to induce each Lender to enter into this Amendment, Borrower and Parent hereby covenant that, promptly upon the formation of any Subsidiary of any Group Member that will act as a co-issuer of the Permitted Unsecured Indebtedness, Parent and Borrower shall and shall cause each Group Member to (a) cause such Subsidiary to become a party to the Guaranty Agreement and the Security Documents, (b) deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments, and (c) deliver legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

ARTICLE V.

MISCELLANEOUS

Section 5.1. Ratification of Agreements. The Existing Credit Agreement as hereby amended is hereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or affected by the various Amendment Documents, are hereby ratified and confirmed in all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Existing Credit Agreement as hereby amended. The execution, delivery and effectiveness of this Amendment and the other Amendment Documents shall not, except as expressly provided herein or therein, operate as a waiver of any right, power or remedy of Lenders under the Credit Agreement, the Notes, or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement, the Notes or any other Loan Document.

Section 5.2. Survival of Agreements. All representations, warranties, covenants and agreements of Borrower and Parent herein shall survive the execution and delivery of this

4 [SECOND AMENDMENT TO CREDIT AGREEMENT]

Amendment and the performance hereof, including without limitation the making or granting of the Loans, and shall further survive until all of the Obligations are paid in full. All statements and agreements contained in any certificate or instrument delivered by Borrower or any Group Members hereunder or under the Credit Agreement to any Lender shall be deemed to constitute representations and warranties by, and/or agreements and covenants of, Borrower and Parent under this Amendment and under the Credit Agreement.

Section 5.3. Loan Documents. This Amendment is and the other Amendment Documents each are a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto and thereto.

Section 5.4. Governing Law. This Amendment shall be governed by and construed in accordance the laws of the State of Texas and any applicable laws of the United States of America in all respects, including construction, validity and performance.

Section 5.5. Counterparts; Fax. This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. This Amendment and the other Amendment Documents may be validly executed by facsimile or other electronic transmission.

THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.

[The remainder of this page has been intentionally left blank.]

5 [SECOND AMENDMENT TO CREDIT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

CHESAPEAKE MLP OPERATING, L.L.C.
By:		/s/ J. Xxxx Xxxxx
		J. Xxxx Xxxxx
		Chief Executive Officer
CHESAPEAKE MIDSTREAM PARTNERS, L.P.
By: Chesapeake Midstream GP, L.L.C., its general partner
By:		/s/ J. Xxxx Xxxxx
		J. Xxxx Xxxxx
		Chief Executive Officer

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, as Swing Line Lender, as an Issuing Lender and as a Lender
By:		/s/ Xxxxxxxxx Xxxxx
Name:		Xxxxxxxxx Xxxxx
Xxxxx:		Assistant Vice President

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

THE ROYAL BANK OF SCOTLAND plc, as a Lender
By:		/s/ Xxxxx Xxx
Name:		Xxxxx Xxx
Title:		Director

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

BANK OF MONTREAL, as a Lender
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Director

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

COMPASS BANK, as a Lender
By:		/s/ Xxxxxxxx X. Xxxxx
Name:		Xxxxxxxx X. Xxxxx
Title:		Senior Vice President

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

THE BANK OF NOVA SCOTIA, as a Lender
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Director

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

BARCLAYS BANK PLC, as a Lender
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Assistant Vice President

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

BANK OF AMERICA, N.A., as a Lender
By:		/s/ Xxxxxx X. XxXxxx
Name:		Xxxxxx X. XxXxxx
Title:		Managing Director

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

CITIBANK, N.A., as a Lender
By:		/s/ Xxxxxx XxXxxxxxx
Name:		Xxxxxx XxXxxxxxx
Title:		Vice President

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

XXXXXXX SACHS BANK USA, as a Lender
By:		/s/ Xxxxxx Xxx
Name:		Xxxxxx Xxx
Title:		Authorized Signatory

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

XXXXXX XXXXXXX BANK, N.A., as a Lender
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Authorized Signatory

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

UBS LOAN FINANCE, LLC, as a Lender
By:		/s/ Xxxx X. Xxxx
Name:		Xxxx X. Xxxx
Title:		Associate Director
By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Associate Director

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Vice President
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Associate

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

ING CAPITAL LLC, as a Lender
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Director

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

ROYAL BANK OF CANADA, as a Lender
By:		/s/ Xxx X. XxXxxxxxxxx
Name:		Xxx X. XxXxxxxxxxx
Title:		Authorized Signatory

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Managing Director
By:		/s/ Xxxxx Xxxxxxxxxx
Name:		Xxxxx Xxxxxxxxxx
Title:		Managing Director

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

COMERICA BANK, as a Lender
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Senior Vice President

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender
By:		/s/ Xxxx X’ Xxxxx
Name:		Xxxx X’ Xxxxx
Title:		Director
By:		/s/ Xxxxxxx Xxxx
Name:		Xxxxxxx Xxxx
Title:		Vice President

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

EXPORT DEVELOPMENT CANADA, as a Lender
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Asset Manager
By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Asset Manager

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

XXXXXXX XXXXX BANK, FSB, as a Lender
By:		/s/ Xxxxxxx X. XxXxxxxx
Name:		Xxxxxxx X. XxXxxxxx
Title:		Senior Vice President

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

SUMITOMO MITSUI BANKING CORP., NEW YORK, as a Lender
By:		/s/ Natsuhiro Samejima
Name:		Natsuhiro Samejima
Title:		Senior Vice President

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

TORONTO DOMINION (NEW YORK), LLC, as a Lender
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Authorized Signatory

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxx X. Xxxxxxxx
Name:		Xxxx X. Xxxxxxxx
Title:		Senior Vice President

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

NATIXIS, as a Lender
By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxxxx Xxxxxxxxx
Title:		Managing Director
By:		/s/ Xxxxxxx Xxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxx
Title:		Managing Director

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

[Second Amendment]

CONSENT AND AGREEMENT

Each of the undersigned (in their individual capacity, each a “Guarantor”), hereby (i) consents to the provisions of this Amendment and the transactions contemplated herein, (ii) ratifies and confirms the Guaranty dated as of September 30, 2009 made by it for the benefit of Administrative Agent and Lenders executed pursuant to the Credit Agreement and the other Loan Documents, (iii) agrees that all of its respective obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and the other documents and instruments executed in connection herewith, and (iv) agrees that the Guaranty and such other Loan Documents shall remain in full force and effect.

BLUESTEM GAS SERVICES, L.L.C., an Oklahoma limited liability company
CHESAPEAKE MIDSTREAM GAS SERVICES, L.L.C., an Oklahoma limited liability company
OKLAHOMA MIDSTREAM GAS SERVICES, L.L.C., an Oklahoma limited liability company
XXXXXX MIDSTREAM GAS SERVICES, L.L.C., a Delaware limited liability company
TEXAS MIDSTREAM GAS SERVICES, L.L.C., an Oklahoma limited liability company
By: Chesapeake MLP Operating, L.L.C., sole manager
		By:		/s/ J. Xxxx Xxxxx
				J. Xxxx Xxxxx
				Chief Executive Officer

[CONSENT AND AGREEMENT TO SECOND AMENDMENT TO CREDIT AGREEMENT]

MAGNOLIA MIDSTREAM GAS SERVICES, L.L.C., an Oklahoma limited liability company
By: Chesapeake MLP Operating, L.L.C., sole manager
		By:		/s/ J. Xxxx Xxxxx
				J. Xxxx Xxxxx
				Chief Executive Officer

[CONSENT AND AGREEMENT TO SECOND AMENDMENT TO CREDIT AGREEMENT]