REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2010 • Chesapeake Midstream Partners, L.P. • Natural gas transmission • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ], 2010, by and among Chesapeake Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), GIP-A Holding (CHK), L.P., a Delaware limited partnership (“GIP-A”), GIP-B Holding (CHK), L.P., a Delaware limited partnership (“GIP-B”), GIP-C Holding (CHK), L.P., a Delaware limited partnership (“GIP-C” and collectively with GIP-A and GIP-B, the “GIP Entities”), and Chesapeake Midstream Holdings, L.L.C., a Delaware limited liability company (“Chesapeake Holdings”). The GIP Entities and Chesapeake Holdings are referred to collectively herein as the “Sponsors.” The Partnership and the Sponsors are referred to collectively herein as the “Parties.”
ADDITIONAL AGREEMENTAdditional Agreement • July 26th, 2010 • Chesapeake Midstream Partners, L.P. • Natural gas transmission • Texas
This Guaranty, dated as of January , 2010 but effective as of February 1, 2010 (as amended, supplemented or otherwise modified from time to time, this “Guaranty”), is made and entered into by TOTAL HOLDINGS USA INC., a corporation (“Guarantor”), in favor of CHESAPEAKE MIDSTREAM PARTNERS, L.L.C., a Delaware limited liability company (the “JV” or the “Beneficiary” and its successor(s) and permitted assigns under the Transaction Documents (hereinafter defined). Capitalized terms used in this Guaranty, but not defined herein, shall have the meanings given to such terms in the Total Gathering Agreement (hereafter defined).
CHESAPEAKE MIDSTREAM PARTNERS, L.P. 21,250,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2010 • Chesapeake Midstream Partners, L.P. • Natural gas transmission • New York
to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible int
AMENDED AND RESTATED GAS GATHERING AGREEMENTGas Gathering Agreement • July 26th, 2010 • Chesapeake Midstream Partners, L.P. • Natural gas transmission • Texas
permitted from time to time by one or more of the PRP Receiving Transporters. In such event, Gatherer will dehydrate Producers’ Gas to reduce its water vapor content to 7 pounds per million Cubic Feet. The fee for such dehydration services is included in the PRP Fees. In addition to the PRP Fees, Gatherer will charge Producer for, or retain Gas in connection with, as applicable, Producers’ allocable share of Fuel Gas and Lost and Unaccounted for Gas incurred in connection with dehydration services performed under this Section 2(b). Gatherer shall be responsible for the costs incurred in disposing of water removed from Producers’ Gas during dehydration. If the quality specification for water content is reduced below 7 pounds per million Cubic Feet by one or more of the PRP Receiving Transporters, then the Parties shall promptly negotiate an additional fee (that includes Gatherer’s cost of capital) to be paid by Producers to reimburse Gatherer for the cost of additional dehydration servi
BARNETT GAS GATHERING AGREEMENTBarnett Gas Gathering Agreement • July 26th, 2010 • Chesapeake Midstream Partners, L.P. • Natural gas transmission • Texas
THIS BARNETT GAS GATHERING AGREEMENT (this “Agreement”), executed on January 25, 2010, but effective as of February 1, 2010 (the “Effective Date”), is by and among (i) Chesapeake Midstream Partners, L.L.C., a Delaware limited liability company (“Gatherer”), (ii) Total Gas & Power North America, Inc., a Delaware corporation (“TGPNA”), and (iii) Total E&P USA, Inc., a Delaware corporation (“TEPUSA” and together with TGPNA, “Producers”). Gatherer and Producers are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among CHESAPEAKE MIDSTREAM HOLDINGS, L.L.C. GIP-A HOLDING (CHK), L.P. GIP-B HOLDING (CHK), L.P. GIP-C HOLDING (CHK), L.P. CHESAPEAKE MIDSTREAM VENTURES, L.L.C. CHESAPEAKE MIDSTREAM GP, L.L.C....Conveyance and Assumption • July 26th, 2010 • Chesapeake Midstream Partners, L.P. • Natural gas transmission • Delaware
This Contribution, Conveyance and Assumption Agreement, dated as of July [•], 2010 (this “Agreement”), is by and among Chesapeake Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), Chesapeake Midstream GP, L.L.C., a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Chesapeake MLP Operating, L.L.C. (formerly known as Chesapeake Midstream Partners, L.L.C.), a Delaware limited liability company (“MLP Operating”), Chesapeake Midstream Holdings, L.L.C., a Delaware limited liability company (“Holdings”), GIP-A Holding (CHK), L.P., a Delaware limited partnership (“GIP-A”), GIP-B Holding (CHK), L.P., a Delaware limited partnership (“GIP-B”), GIP-C Holding (CHK), L.P., a Delaware limited partnership (“GIP-C”), and Chesapeake Midstream Ventures, L.L.C., a Delaware limited liability company (“Midstream Ventures”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collec
