AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2012 • Access Midstream Partners Lp • Natural gas transmission • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of December 20, 2012, by and among Access 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”), GIP II Eagle Holdings Partnership, L.P., a Delaware limited partnership (together with its Affiliates and related fund entities, “Eagle Holdings”) GIP II Hawk Holdings Partnership, L.P., a Delaware limited partnership (together with its Affiliates and related fund entities, “Hawk Holdings”) and The Williams Companies, Inc., a Delaware corporation (together with its Affiliates, “Williams”). Eagle Holdings, Hawk Holdings and Williams are referred to collectively herein as the “Sponsors.” The Partnership and t
NON-SOLICITATION AGREEMENTNon-Solicitation Agreement • December 26th, 2012 • Access Midstream Partners Lp • Natural gas transmission
This Non-Solicitation Agreement (this “Agreement”) is entered into on December 20, 2012 (the “Effective Date”), among Access Midstream Partners, L.P. (“ACMP”) (the “Gatherer”) and Chesapeake Midstream Development, L.L.C. (“CMD”), Chesapeake Operating, Inc., Chesapeake Energy Marketing, Inc. and Chesapeake Energy Corporation (collectively, the “Producers”). The Gatherer and the Producers are referred to herein individually as a “Party” and collectively as the “Parties.”
Re: Second Letter Amendment AgreementSecond Letter Amendment Agreement • December 26th, 2012 • Access Midstream Partners Lp • Natural gas transmission • Delaware
This letter (“Second Letter Amendment Agreement”) amends that certain Letter Agreement, dated as of June 15, 2012, by and among Chesapeake Energy Corporation, Chesapeake Midstream Management, L.L.C., Chesapeake Operating, Inc., Access Midstream GP, L.L.C. (f/k/a Chesapeake Midstream GP, L.L.C.), Access Midstream Partners, L.P. (f/k/a Chesapeake Midstream Partners, L.P.), Access MLP Operating L.L.C (f/k/a 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. (as amended by that Letter Amendment Agreement, dated June 29, 2012, the “Letter Agreement”), Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Letter Agreement.
AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ACCESS MIDSTREAM PARTNERS, L.P.Agreement of Limited Partnership • December 26th, 2012 • Access Midstream Partners Lp • Natural gas transmission • Delaware
This AMENDMENT NO. 2 (this “Amendment”) TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ACCESS MIDSTREAM PARTNERS, L.P., A DELAWARE LIMITED PARTNERSHIP (the “Partnership”), is effective as of December 20, 2012, by Access Midstream Partners GP, L.L.C., a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement (as defined below).
TERMINATION AGREEMENTTermination Agreement • December 26th, 2012 • Access Midstream Partners Lp • Natural gas transmission
THIS TERMINATION AGREEMENT (this “Agreement”), dated as of December 20, 2012 is by and among Chesapeake Midstream Development, L.L.C. (successor to Chesapeake Midstream Holdings, L.L.C.), a Delaware limited liability company (“CMD”), Access Midstream Ventures, L.L.C. (f/k/a Chesapeake Midstream Ventures, L.L.C.), a Delaware limited liability company (“Midstream Ventures”), Access Midstream Partners, L.P. (f/k/a Chesapeake Midstream Partners, L.P.), a Delaware limited partnership (the “Partnership”), Chesapeake Energy Marketing, Inc., a Delaware corporation (“CEMI”), Chesapeake Exploration L.L.C., an Oklahoma limited liability company (including in its capacity as successor by merger to DDJET Limited, LLP, “CELLC”), Chesapeake Louisiana L.P., an Oklahoma limited partnership (“CLLP”), Appalachia Midstream Services, L.L.C., an Oklahoma limited liability company (“AMS”), Chesapeake Appalachia, L.L.C., an Oklahoma limited liability company (“CALLC”), Magnolia Midstream Gas Services, L.L.C.,
