FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CHESAPEAKE MIDSTREAM PARTNERS, L.P.Limited Partnership Agreement • August 5th, 2010 • Chesapeake Midstream Partners, L.P. • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CHESAPEAKE MIDSTREAM PARTNERS, L.P. dated as of August 3, 2010, is entered into by and between Chesapeake Midstream GP, L.L.C., a Delaware limited liability company, as the General Partner, and the Initial Limited Partners (as defined herein), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
AMENDED AND RESTATED EMPLOYEE SECONDMENT AGREEMENT BY AND AMONG CHESAPEAKE ENERGY CORPORATION, CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C., CHESAPEAKE MIDSTREAM GP, L.L.C. AND CHESAPEAKE MLP OPERATING, L.L.C.Employee Secondment Agreement • August 5th, 2010 • Chesapeake Midstream Partners, L.P. • Natural gas transmission • Delaware
This Amended and Restated Employee Secondment Agreement (the “Agreement”), effective as of the Effective Time (as defined below), is entered into by and among Chesapeake Energy Corporation, an Oklahoma corporation (“Chesapeake”), Chesapeake Midstream Management, L.L.C., a Delaware limited liability company (“Chesapeake Management”), Chesapeake Midstream GP, L.L.C., a Delaware limited liability company (the “General Partner”), for the limited purpose described in Section 7.23, Chesapeake MLP Operating, L.L.C., formerly known as Chesapeake Midstream Partners, L.L.C., a Delaware limited liability company (the “Company”), and, for the limited purpose described in Section 7.8, Chesapeake Operating, Inc., an Oklahoma corporation (“COI”). Each of the foregoing is referred to herein as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2010 • Chesapeake Midstream Partners, L.P. • Natural gas transmission • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 3, 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.”
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHESAPEAKE MLP OPERATING, L.L.C. (A Delaware Limited Liability Company)Limited Liability Company Agreement • August 5th, 2010 • Chesapeake Midstream Partners, L.P. • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Chesapeake MLP Operating, L.L.C. (the “Company”), dated as of August 3, 2010, is adopted, executed and agreed to by Chesapeake Midstream Partners, L.P., a Delaware limited partnership (the “Sole Member”).
AMENDED AND RESTATED SHARED SERVICES AGREEMENTShared Services Agreement • August 5th, 2010 • Chesapeake Midstream Partners, L.P. • Natural gas transmission • Delaware
This Amended and Restated Shared Services Agreement is made and entered into as of the Effective Time (as defined below) by and between Chesapeake Energy Corporation, an Oklahoma corporation (“CHK”), Chesapeake Midstream GP, L.L.C., a Delaware limited liability company (the “General Partner”), GIP-A Holding (CHK), L.P., a Texas limited liability company (“Buyer A”), GIP-B Holding (CHK), L.P., a Texas limited liability company (“Buyer B”), GIP-C Holding (CHK), L.P., a Texas limited liability company (“Buyer C” and, together with Buyer A and Buyer B, “GIP” or the “Buyers”), and, for the limited purpose described in Section 4.15 below, Chesapeake MLP Operating, L.L.C., formerly known as Chesapeake Midstream Partners, L.L.C., a Delaware limited liability company (the “Company”). Each of the foregoing is referred to herein as a “Party” and collectively as the “Parties.”
OMNIBUS AGREEMENT BY AND AMONG CHESAPEAKE MIDSTREAM HOLDINGS, L.L.C., CHESAPEAKE MIDSTREAM VENTURES, L.L.C., AND CHESAPEAKE MIDSTREAM PARTNERS, L.P.Omnibus Agreement • August 5th, 2010 • Chesapeake Midstream Partners, L.P. • Natural gas transmission • Delaware
THIS OMNIBUS AGREEMENT (this “Agreement”), dated as of August 3, 2010 (the “Effective Date”), is made and entered into by and among Chesapeake Midstream Holdings, L.L.C., a Delaware limited liability company (“Chesapeake Holdings”), Chesapeake Midstream Ventures, L.L.C., a Delaware limited liability company (“Midstream Ventures”), and Chesapeake Midstream Partners, L.P. a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED EMPLOYEE TRANSFER AGREEMENT BY AND AMONG CHESAPEAKE ENERGY CORPORATION, CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C., CHESAPEAKE MIDSTREAM GP, L.L.C., AND CHESAPEAKE MLP OPERATING, L.L.C.Employee Transfer Agreement • August 5th, 2010 • Chesapeake Midstream Partners, L.P. • Natural gas transmission • Delaware
This Amended and Restated Employee Transfer Agreement (the “Agreement”), effective as of the Effective Time (as defined below) is entered into by and among Chesapeake Midstream Management, L.L.C., a Delaware limited liability company (“Chesapeake Management”), Chesapeake Energy Corporation, an Oklahoma corporation (“Chesapeake”), Chesapeake Midstream GP, L.L.C., a Delaware limited liability company (the “General Partner”), for the limited purpose described in Section 6.22, Chesapeake MLP Operating, L.L.C., formerly known as Chesapeake Midstream Partners, L.L.C., a Delaware limited liability company (the “Company”), and, for the limited purpose described in Section 6.8, Chesapeake Operating, Inc., an Oklahoma corporation (“COI”). Each of the foregoing is referred to herein as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED SERVICES AGREEMENT BY AND AMONG CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C., CHESAPEAKE OPERATING, INC., CHESAPEAKE MIDSTREAM GP, L.L.C., CHESAPEAKE MIDSTREAM PARTNERS, L.P. AND CHESAPEAKE MLP OPERATING, L.L.C.Services Agreement • August 5th, 2010 • Chesapeake Midstream Partners, L.P. • Natural gas transmission • Delaware
THIS AMENDED AND RESTATED SERVICES AGREEMENT (this “Agreement”), dated as of August 3, 2010 (the “Execution Date”), is made and entered into by and among Chesapeake Midstream Management, L.L.C., a Delaware limited liability company (“Chesapeake Management”), Chesapeake Operating, Inc., an Oklahoma Corporation (“COI” and, together with Chesapeake Management, the “Chesapeake Entities” and each, a “Chesapeake Entity”), Chesapeake Midstream GP, L.L.C., a Delaware limited liability company (the “Company”), Chesapeake Midstream Partners, L.P., a Delaware limited partnership (the Partnership”), and Chesapeake MLP Operating, L.L.C., a Delaware limited liability company (formerly known as Chesapeake Midstream Partners, L.L.C., and referred to herein as “MLP Operating”). Each of Chesapeake Management, COI, the Company, the Partnership and MLP Operating is referred to herein as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO CREDIT AGREEMENT among CHESAPEAKE MLP OPERATING, L.L.C., as the Borrower, CHESAPEAKE MIDSTREAM PARTNERS, L.P., as the Parent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE ROYAL BANK OF SCOTLAND plc, as...Credit Agreement • August 5th, 2010 • Chesapeake Midstream Partners, L.P. • Natural gas transmission • Texas
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called the “Amendment”) dated as of August 2, 2010 among CHESAPEAKE MLP OPERATING, L.L.C., a Delaware limited liability company, formerly known as Chesapeake Midstream Partners, L.L.C. (“Borrower”), CHESAPEAKE MIDSTREAM PARTNERS, L.P., a Delaware limited partnership (“Parent”), WELLS 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”).
