AMENDED AND RESTATED MANAGEMENT RIGHTS AGREEMENTManagement Rights Agreement • July 6th, 2012 • Chesapeake Midstream Partners Lp • Natural gas transmission • Delaware
THIS AMENDED AND RESTATED MANAGEMENT RIGHTS AGREEMENT (this “Agreement”) is effective as of June 29, 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”), Chesapeake Midstream Ventures, L.L.C., a Delaware limited liability company (“CMV”), Chesapeake Midstream GP, L.L.C., a Delaware limited liability company (the “General Partner”), Chesapeake Midstream Partners, L.P., a Delaware limited partnership (the “MLP”), and 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.”
Chesapeake Midstream Partners, L.P. 6100 North Western Avenue Oklahoma City, OK 73118 Post Office Box 18355 Oklahoma City, OK 73154-0355Letter Amendment Agreement • July 6th, 2012 • Chesapeake Midstream Partners Lp • Natural gas transmission • Delaware
This letter (“Letter Amendment Agreement”) amends that certain Letter Agreement (the “Letter Agreement”), dated as of June 15, 2012, by and among Chesapeake Energy Corporation, Chesapeake Midstream Management, L.L.C., Chesapeake Operating, Inc., Chesapeake Midstream GP, L.L.C., Chesapeake Midstream Partners, L.P., Chesapeake MLP Operating L.L.C, GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P. and GIP-C Holding (CHK), L.P. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Letter Agreement.
