DIRECTOR AGREEMENTDirector Agreement • June 25th, 2012 • Global Infrastructure Investors II, LLC • Natural gas transmission • Delaware
THIS MANAGEMENT RIGHTS AGREEMENT (this “Agreement”) is effective as of June 25, 2012, by and among GIP II-B Eagle AIV 1, L.P., a Delaware limited partnership (the “Fund’), GIP II Eagle Holdings Partnership, L.P., a Delaware limited partnership (“GIP II-Eagle Holdings”), GIP II Eagle 2 Holding, L.P., a Delaware limited partnership (“GIP II-Eagle 2”), GIP II Eagle Acquisition Holdings GP, LLC, a Delaware limited liability company (“GIP II Eagle Holdings GP”) and Chesapeake Midstream Ventures, L.L.C., a Delaware limited liability company (“CMV”). Each of the foregoing is referred to herein as a “Party” and collectively as the “Parties.”
ASSIGNMENT AND CONTRIBUTION AGREEMENTAssignment and Contribution Agreement • June 25th, 2012 • Global Infrastructure Investors II, LLC • Natural gas transmission • Delaware
This Assignment and Contribution Agreement (the “Agreement”), dated as of June 25, 2012 (the “Agreement”), is entered into by and among GIP II Eagle 1 Holding, L.P., a Delaware limited partnership (“GIP E1”), GIP II Eagle 2 Holding, L.P., a Delaware limited partnership (“GIP E2”), GIP II Eagle 3 Holding, L.P., a Delaware limited partnership (“GIP E3” and together with GIP II E1 and GIP II E2, the “First PSA Parties”), GIP II Eagle 4 Holding, L.P., a Delaware limited partnership (“GIP E4” and together with the First PSA Parties, the “Eagle Holdings”) and GIP II Eagle Holdings Partnership, L.P., a Delaware limited partnership (“Eagle Holdings” and together with the Eagle Parties, the “Parties”). Capitalized terms used but not defined here shall have the meanings ascribed to such terms in the First Purchase Agreement (defined below) or the Second Purchase Agreement (defined below), as applicable.
JOINT FILING AGREEMENTJoint Filing Agreement • June 25th, 2012 • Global Infrastructure Investors II, LLC • Natural gas transmission
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
