8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 5, 2010 (August 2, 2010)

Chesapeake Midstream Partners, L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-34831	80-0534394
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

777 NW Grand Boulevard

Oklahoma City, Oklahoma 73118

(Address of principal executive office) (Zip Code)

(405) 935-1500

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into Material Definitive Agreement.

On August 3, 2010, Chesapeake Midstream Partners, L.P. (the “Partnership”) completed its initial public offering (the “Offering”) of 24,437,500 common units representing limited partner interests (“Common Units”) at $21.00 per common unit pursuant to a Registration Statement on Form S-1, as amended (File No. 333-164905) (the “Registration Statement”) filed by the Partnership with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) on July 28, 2010.

Omnibus Agreement

On August 3, 2010, in connection with the closing of the Offering, the Partnership entered into an Omnibus Agreement (the “Omnibus Agreement”) with Chesapeake Midstream Holdings, L.L.C. (“Midstream Holdings”) and Chesapeake Midstream Ventures, L.L.C. (“Midstream Ventures”), pursuant to which Midstream Holdings will provide the Partnership with, or cause Chesapeake Energy Corporation (“Chesapeake”) and its affiliates to provide the Partnership with, the opportunity to make offers with respect to the following:

• all potential investments in, opportunities to develop or acquisitions of any midstream energy projects within five miles of any of the Partnership’s Barnett or Mid-Continent acreage dedications that may from time to time become available to Chesapeake and its affiliates, other than those which were or will be subject to a certain agreed-upon dedication or similar arrangement; Chesapeake and its affiliates will not be obligated to accept any such offer the Partnership makes, but may only pursue such investments, opportunities or acquisitions without the involvement of the Partnership on terms that are no more favorable in the aggregate to the participants than those forth in any such offer from the Partnership;

• the provision of services to Chesapeake or any of its affiliates covered by any material gas gathering agreement or other material midstream energy services agreement with any third party covering services provided within an acreage dedication or any proximate area if such agreement becomes terminable by the applicable Chesapeake entity; Chesapeake and its affiliates will have no obligation to accept any such offer made by the Partnership, but may only obtain such services from a third party on terms and conditions that are no more favorable in the aggregate to such third party than those set forth in any such offer from the Partnership; and

• any sale, transfer, disposition, joint venture or other monetization proposed by Chesapeake or any of its affiliates of any midstream gathering systems and associated infrastructure assets located outside of the Partnership’s acreage dedications and the proximate areas, subject to certain exceptions; Chesapeake and its affiliates will have no obligation to accept any such offer made by the Partnership but may only enter into any such sale, transfer, disposition, joint venture or other monetization transaction with a third party on terms and conditions other than those relating to price that are no more favorable in the aggregate to such third party than those set forth in any such offer from the Partnership and at a price equal to at least 95% of the price set forth in any such offer from the Partnership.

The Omnibus Agreement provides that Midstream Ventures will indemnify the Partnership for certain claims, losses and expenses incurred by the Partnership attributable to, among other matters, certain environmental, title, tax and regulatory liabilities relating to assets contributed by Midstream Ventures to the Partnership, and that the Partnership will indemnify Midstream Ventures from certain losses, costs or damages incurred by Midstream Ventures attributable to the ownership and operation of the assets of the Partnership and its subsidiaries following the closing of the Offering; the indemnification obligations of both Midstream Ventures and the Partnership are subject to certain limitations.

The material terms of the Omnibus Agreement are more fully described in the prospectus (the “Prospectus”) included in the Registration Statement in the section entitled “Certain Relationships and Related Party Transactions — Agreements with Affiliates — Omnibus Agreement,” which is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus is qualified in its entirety by reference to the full text of the Omnibus Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated in this Item 1.01 by reference.

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Amended and Restated Services Agreement

On August 3, 2010, in connection with the closing of the Offering, the Partnership amended and restated its Services Agreement (the “Services Agreement”) with Chesapeake Midstream Management, L.L.C. (“Midstream Management”), Chesapeake Operating, Inc., Chesapeake Midstream GP, L.L.C. (the “General Partner”) and Chesapeake MLP Operating, L.L.C. (“MLP Operating”), pursuant to which Chesapeake will perform centralized corporate functions for the Partnership, including human resources, information technology, treasury, risk management, legal, executive management, security, environmental, regulatory, production control, supervisory control and data application systems, gas measurement, internal audit, accounting, legal services, certain investor relations functions, volume control, contract management support and other required corporate services and functions requested by the Partnership. In return for such general and administrative services, the General Partner has agreed to reimburse Chesapeake on a monthly basis for the time and materials actually spent in performing general and administrative services on the Partnership’s behalf, subject to an agreed upon general and administrative services cap.

Chesapeake will also provide the Partnership with certain additional services under the Services Agreement, including engineering, construction, procurement, business analysis, commercial, cartographic and other similar services to the extent they are not already provided by the employees seconded to the General Partner under the Employee Secondment Agreement described below. In return for such additional services, the General Partner has agreed to reimburse Chesapeake on a monthly basis an amount equal to the time and materials actually spent in performing the additional services. The reimbursement for additional services is not subject to the general and administrative services reimbursement cap.

The material terms of the Services Agreement are more fully described in the Prospectus included in the Registration Statement in the section entitled “Certain Relationships and Related Party Transactions — Agreements with Affiliates — Services Agreement,” which is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus is qualified in its entirety by reference to the full text of the Services Agreement, which is filed as Exhibit 10.2 to this Form 8-K and incorporated in this Item 1.01 by reference.

Amended and Restated Employee Transfer Agreement

On August 3, 2010, in connection with the closing of the Offering, the Partnership amended and restated its Employee Transfer Agreement (the “Employee Transfer Agreement”) with Chesapeake, Midstream Management, the General Partner and MLP Operating, pursuant to which the General Partner will agree to maintain certain compensation and benefits standards for employees seconded to the General Partner (under the Employee Secondment Agreement described below) to whom the General Partner makes offers of employment. Among other things, the Employee Transfer Agreement will limit the ability of the General Partner to hire such seconded employees from Chesapeake to situations where the General Partner offers such seconded employee a base salary or hourly base wages, as applicable, equal to or greater than that which Chesapeake provides such seconded employee at the time of transfer and other compensation and benefits that, in the aggregate, are substantially comparable to those provided to such seconded employee at such time. Additionally, in the event of such an employee transfer, for a period of not less than twelve months thereafter, the Partnership will be obligated to maintain the base salary or hourly wages, as applicable, for such transferred employee of no less than that paid to such transferred employee immediately prior to the transfer date and other compensation and benefits for such transferred employee that, in the aggregate, are substantially comparable to those in effect immediately prior to the transfer date.

The material terms of the Employee Transfer Agreement are more fully described in the Prospectus included in the Registration Statement in the section entitled “Certain Relationships and Related Party Transactions — Agreements with Affiliates — Employee Transfer Agreement,” which is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus is qualified in its entirety by reference to the full text of the Employee Transfer Agreement, which is filed as Exhibit 10.3 to this Form 8-K and incorporated in this Item 1.01 by reference.

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Amended and Restated Employee Secondment Agreement

On August 3, 2010, in connection with the closing of the Offering, the Partnership amended and restated its Employee Secondment Agreement (the “Employee Secondment Agreement”) with Chesapeake, Midstream Management, the General Partner, Chesapeake Operating, Inc. and MLP Operating, pursuant to which specified employees of Chesapeake will be seconded to the General Partner to provide operating, routine maintenance and other services with respect to the Partnership’s business under the direction, supervision and control of the General Partner.

Additionally, all of the Partnership’s executive officers other than its chief executive officer will be seconded to the General Partner. The General Partner will, subject to specified exceptions and limitations, reimburse Chesapeake on a monthly basis for substantially all costs and expenses Chesapeake incurs relating to such seconded employees.

The material terms of the Employee Secondment Agreement are more fully described in the Prospectus included in the Registration Statement in the section entitled “Certain Relationships and Related Party Transactions — Agreements with Affiliates — Employee Secondment Agreement,” which is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus is qualified in its entirety by reference to the full text of the Employee Secondment Agreement, which is filed as Exhibit 10.4 to this Form 8-K and incorporated in this Item 1.01 by reference.

Amended and Restated Shared Services Agreement

On August 3, 2010, in connection with the closing of the Offering, the Partnership amended and restated its Shared Services Agreement (the “Shared Services Agreement”) with Chesapeake, the General Partner, GIP-A Holding (CHK), L.P. (“GIP-A”), GIP-B Holding (CHK), L.P. (“GIP-B”), GIP-C Holding (CHK), L.P. (“GIP-C” and, collectively with GIP-A and GIP-B, the “GIP Parties”) and MLP Operating, pursuant to which the General Partner has agreed to reimburse certain of the costs and expenses incurred by Chesapeake in connection with the employment of the chief executive officer of the General Partner. The General Partner is generally expected, subject to certain exceptions, to reimburse Chesapeake for 50% of the costs and expenses of the amounts provided to the General Partner’s chief executive officer in his employment agreement; however, the ultimate reimbursement obligation is determined based on the amount of time the General Partner’s chief executive officer actually spends working for the Partnership. The reimbursement obligations of the General Partner will continue for so long as its chief executive officers is employed by both the General Partner and Chesapeake.

The material terms of the Shared Services Agreement are more fully described in the Prospectus included in the Registration Statement in the section entitled “Certain Relationships and Related Party Transactions — Agreements with Affiliates — Shared Services Agreement,” which is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus is qualified in its entirety by reference to the full text of the Shared Services Agreement, which is filed as Exhibit 10.5 to this Form 8-K and incorporated in this Item 1.01 by reference.

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Registration Rights Agreement

On August 3, 2010, in connection with the closing of the Offering, the Partnership entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the GIP Parties and Midstream Holdings, pursuant to which the Partnership will grant each of Chesapeake and the GIP Parties and certain of their affiliates certain demand and “piggyback” registration rights. Under the Registration Rights Agreement, each of Chesapeake and the GIP Parties and certain of their affiliates and transferees will generally have the right to require the Partnership to file registration statements for the public sale of all or any portion of certain equity interests in the Partnership, (collectively, “Partnership Securities”) owned by it, including any restricted common and subordinated units. In addition, if the Partnership sells any Partnership Securities in a registered underwritten offering, each of Chesapeake and the GIP Parties and certain of their affiliates will have the right, subject to specified limitations, to include its Partnership Securities in that offering.

The foregoing description is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 10.6 to this Form 8-K and incorporated in this Item 1.01 by reference.

First Amendment to Credit Agreement

On August 2, 2010, in connection with the Offering, the Partnership amended its Credit Agreement with Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and the Issuing Lender, The Royal Bank of Scotland plc, as Syndication Agent, Bank of Montreal, Compass Bank and The Bank of Nova Scotia, as Co-Documentation Agents and the other lenders party thereto (as amended, the “Credit Agreement”), effective as of August 2, 2010.

The Credit Agreement contains customary conditions of borrowing, customary events of default and customary affirmative and negative covenants, including covenants limiting the Partnership’s ability to, among other things: (i) incur additional debt or issue guarantees; (ii) incur or permit certain liens to exist; (iii) make certain investments, acquisitions or other restricted payments; (iv) modify certain material agreements; (v) dispose of assets; (vi) engage in certain types of transactions with affiliates; (vii) merge, consolidate or transfer all or substantially all of the Partnership’s assets; and (viii) prepay certain indebtedness. The Credit Agreement also contains customary financial covenants that require the Partnership to maintain a consolidated leverage ratio of not more than 4.50 to 1.00 and an interest coverage ratio (which is defined as the ratio of consolidated EBITDA for the most recent four consecutive fiscal quarters to consolidated interest expense for such period) of not less than 3.00 to 1.00.

The foregoing description is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Relationships

As more fully described in the section “Certain Relationships and Related Party Transactions” of the Prospectus, which is incorporated herein by reference, each of the Partnership and the General Partner are indirect subsidiaries of Chesapeake. Chesapeake owns 50% of the Partnership’s general partner, which holds a 2.0% general partner interest in the Partnership and all of the incentive distribution rights in the Partnership. Chesapeake also owns an approximate 41.45% limited partner interest in the Partnership. As a result, certain individuals, including officers of Chesapeake and officers and directors of the General Partner, serve as officers and/or directors of more than one of such entities.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 3, 2010, in connection with the closing of the Offering, the following transactions, among others, occurred pursuant to the Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) entered into on July 28, 2010:

• Midstream Holdings and the GIP Parties contributed to Midstream Ventures a portion of their membership interests in MLP Operating as capital contributions;

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• Midstream Ventures contributed to the General Partner its membership interest in MLP Operating as a capital contribution;

• The General Partner contributed to the Partnership its membership interest in MLP Operating in exchange for a (i) continuation of its 2% general partner interest in the Partnership and (ii) all of the equity interests in the Partnership classified as Incentive Distribution Rights;

• Midstream Holdings contributed to the Partnership its remaining interest in MLP Operating in exchange for (i) 23,913,061 Common Units and (ii) 34,538,061 subordinated units representing limited partner interests in the Partnership (“Subordinated Units”); and

• The GIP Parties contributed to the Partnership their remaining interests in MLP Operating in exchange for (i) 20,725,561 Common Units, (ii) 34,538,061 Subordinated Units and (iii) the right to receive the Deferred Issuance and Distribution as defined in the Contribution Agreement.

The foregoing description is qualified in its entirety by reference to the full text of the Contribution Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on July 30, 2010 and incorporated in this Item 2.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Credit Agreement described above under Item 1.01 is incorporated in this Item 2.03 by reference. A copy of the Credit Agreement is filed as Exhibit 10.7 to this Current Report on Form 8-K and is incorporated in this Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity Securities

The description in Item 2.01 above of the issuances by the Partnership on August 3, 2010, in connection with the consummation of the transactions contemplated by the Contribution Agreement is incorporated herein by reference. The foregoing transactions were undertaken in reliance upon the exemption from the registration requirements of the Securities Act by Section 4(2) thereof. The Partnership believes that exemptions other than the foregoing exemption may exist for these transactions. Each of such Subordinated Units will convert into one Common Unit at the end of the subordination period. Unless earlier terminated pursuant to the terms of the partnership agreement of the Partnership, the subordination period will extend until the first day of any quarter beginning after June 30, 2013 that the Partnership meets the financial tests set forth in the partnership agreement of the Partnership, but may end sooner if the Partnership meets additional financial tests. The description of the subordination period contained in the section entitled “Provisions of Our Partnership Agreement Relating to Cash Distributions— Subordination Period” of the Prospectus is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

First Amended and Restated Agreement of Limited Partnership of Chesapeake Midstream Partners, L.P.

On August 3, 2010, in connection with the closing of the Offering, the Partnership amended and restated its Limited Partnership Agreement (as amended, the “Partnership Agreement”). A description of the Partnership Agreement is contained in the section entitled “The Partnership Agreement” of the Prospectus and is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus is qualified in its entirety by reference to the full text of the Partnership Agreement, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

Second Amended and Restated Limited Liability Company Agreement of Chesapeake MLP Operating, L.L.C.

On August 3, 2010, in connection with the closing of the Offering, MLP Operating amended and restated its Limited Liability Company Agreement (as amended, the “LLC Agreement”). The amendments to the LLC Agreement included, among other things, outlining the rights of the sole member, distributions by MLP Operating and management by the sole member.

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The foregoing description is qualified in its entirety by reference to the full text of the LLC Agreement, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1	First Amended and Restated Agreement of Limited Partnership of Chesapeake Midstream Partners, L.P. dated August 3, 2010.
3.2	Second Amended and Restated Limited Liability Company Agreement of Chesapeake MLP Operating, L.L.C., dated August 3, 2010.
10.1	Omnibus Agreement by and among Chesapeake Midstream Holding, L.L.C. and Chesapeake Midstream Ventures, L.L.C., dated August 3, 2010.
10.2	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., dated August 3, 2010.
10.3	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., dated August 3, 2010.
10.4	Amended and Restated Employee Secondment Agreement by and among Chesapeake Energy Corporation, Chesapeake Midstream Management, L.L.C., Chesapeake Midstream GP, L.L.C., Chesapeake Operating, Inc. and Chesapeake MLP Operating, L.L.C., dated August 3, 2010.
10.5	Amended and Restated Shared Services Agreement by and among Chesapeake Energy Corporation, Chesapeake Midstream GP, L.L.C., GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P., GIP-C Holding (CHK), L.P. and Chesapeake MLP Operating, L.L.C., dated August 3, 2010.
10.6	Registration Rights Agreement by and among Chesapeake Midstream Partners, L.P., GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P., GIP-C Holding (CHK), L.P. and Chesapeake Midstream Holdings, L.L.C., dated August 3, 2010.
10.7	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 Syndication Agent, Bank of Montreal, Compass Bank and The Bank of Nova Scotia, as Co-Documentation Agents and the other Lenders party thereto, dated as of August 2, 2010.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CHESAPEAKE MIDSTREAM PARTNERS, L.P.
	By:	Chesapeake Midstream GP, L.L.C., its general partner
Dated: August 5, 2010
	By:	/s/ David C. Shiels
	Name:	David C. Shiels
	Title:	Chief Financial Officer

EXHIBIT INDEX

3.1	First Amended and Restated Agreement of Limited Partnership of Chesapeake Midstream Partners, L.P. dated August 3, 2010.
3.2	Amended and Restated Limited Liability Company Agreement of Chesapeake MLP Operating, L.L.C., dated August 3, 2010.
10.1	Omnibus Agreement by and among Chesapeake Midstream Holding, L.L.C. and Chesapeake Midstream Ventures, L.L.C., dated August 3, 2010.
10.2	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., dated August 3, 2010.
10.3	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., dated August 3, 2010.
10.4	Amended and Restated Employee Secondment Agreement by and among Chesapeake Energy Corporation, Chesapeake Midstream Management, L.L.C., Chesapeake Midstream GP, L.L.C., Chesapeake Operating, Inc. and Chesapeake MLP Operating, L.L.C., dated August 3, 2010.
10.5	Amended and Restated Shared Services Agreement by and among Chesapeake Energy Corporation, Chesapeake Midstream GP, L.L.C., GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P., GIP-C Holding (CHK), L.P. and Chesapeake MLP Operating, L.L.C., dated August 3, 2010.
10.6	Registration Rights Agreement by and among Chesapeake Midstream Partners, L.P., GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P., GIP-C Holding (CHK), L.P. and Chesapeake Midstream Holdings, L.L.C., dated August 3, 2010.
10.7	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 Syndication Agent, Bank of Montreal, Compass Bank and The Bank of Nova Scotia, as Co-Documentation Agents and the other Lenders party thereto, dated as of August 2, 2010.

EX-3.1

Exhibit 3.1

FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

CHESAPEAKE MIDSTREAM PARTNERS, L.P.

TABLE OF CONTENTS

	ARTICLE I
	DEFINITIONS
Section 1.1	Definitions	1
Section 1.2	Construction	28
	ARTICLE II
	ORGANIZATION
Section 2.1	Formation	28
Section 2.2	Name	28
Section 2.3	Registered Office; Registered Agent; Principal Office; Other Offices	29
Section 2.4	Purpose and Business	29
Section 2.5	Powers	29
Section 2.6	Term	29
Section 2.7	Title to Partnership Assets	30
	ARTICLE III
	RIGHTS OF LIMITED PARTNERS
Section 3.1	Limitation of Liability	30
Section 3.2	Management of Business	30
Section 3.3	Outside Activities of the Limited Partners	30
Section 3.4	Rights of Limited Partners	31
	ARTICLE IV
	CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
Section 4.1	Certificates	32
Section 4.2	Mutilated, Destroyed, Lost or Stolen Certificates	32
Section 4.3	Record Holders	33
Section 4.4	Transfer Generally	33
Section 4.5	Registration and Transfer of Limited Partner Interests	34
Section 4.6	Transfer of the General Partner’s General Partner Interest	35
Section 4.7	Transfer of Incentive Distribution Rights	36
Section 4.8	Restrictions on Transfers	36
Section 4.9	Eligibility Certificates; Ineligible Holders	37
Section 4.10	Redemption of Partnership Interests of Ineligible Holders	39

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	ARTICLE V
	CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
Section 5.1	Organizational Contributions	40
Section 5.2	Contributions by the General Partner and its Affiliates	41
Section 5.3	Contributions by Initial Limited Partners	41
Section 5.4	Interest and Withdrawal	42
Section 5.5	Capital Accounts	42
Section 5.6	Issuances of Additional Partnership Interests	45
Section 5.7	Conversion of Subordinated Units	46
Section 5.8	Limited Preemptive Right	46
Section 5.9	Splits and Combinations	47
Section 5.10	Fully Paid and Non-Assessable Nature of Limited Partner Interests	47
Section 5.11	Issuance of Common Units in Connection with Reset of Incentive Distribution Rights	47
	ARTICLE VI
	ALLOCATIONS AND DISTRIBUTIONS
Section 6.1	Allocations for Capital Account Purposes	50
Section 6.2	Allocations for Tax Purposes	60
Section 6.3	Requirement and Characterization of Distributions; Distributions to Record Holders	61
Section 6.4	Distributions of Available Cash from Operating Surplus	62
Section 6.5	Distributions of Available Cash from Capital Surplus	64
Section 6.6	Adjustment of Minimum Quarterly Distribution and Target Distribution Levels	64
Section 6.7	Special Provisions Relating to the Holders of Subordinated Units	65
Section 6.8	Special Provisions Relating to the Holders of Incentive Distribution Rights	66
Section 6.9	Entity-Level Taxation	66
	ARTICLE VII
	MANAGEMENT AND OPERATION OF BUSINESS
Section 7.1	Management	67
Section 7.2	Certificate of Limited Partnership	69
Section 7.3	Restrictions on the General Partner’s Authority	69
Section 7.4	Reimbursement of the General Partner	70
Section 7.5	Outside Activities	71
Section 7.6	Loans from the General Partner; Loans or Contributions from the Partnership or Group Members	72
Section 7.7	Indemnification	73
Section 7.8	Liability of Indemnitees	74

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Section 7.9	Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties	75
Section 7.10	Other Matters Concerning the General Partner	77
Section 7.11	Purchase or Sale of Partnership Interests	78
Section 7.12	Reliance by Third Parties	78
	ARTICLE VIII
	BOOKS, RECORDS, ACCOUNTING AND REPORTS
Section 8.1	Records and Accounting	78
Section 8.2	Fiscal Year	79
Section 8.3	Reports	79
	ARTICLE IX
	TAX MATTERS
Section 9.1	Tax Returns and Information	79
Section 9.2	Tax Elections	80
Section 9.3	Tax Controversies	80
Section 9.4	Withholding; Tax Payments	80
	ARTICLE X
	ADMISSION OF PARTNERS
Section 10.1	Admission of Limited Partners	81
Section 10.2	Admission of Successor General Partner	82
Section 10.3	Amendment of Agreement and Certificate of Limited Partnership	82
	ARTICLE XI
	WITHDRAWAL OR REMOVAL OF PARTNERS
Section 11.1	Withdrawal of the General Partner	82
Section 11.2	Removal of the General Partner	84
Section 11.3	Interest of Departing General Partner and Successor General Partner	85
Section 11.4	Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages	86
Section 11.5	Withdrawal of Limited Partners	87
	ARTICLE XII
	DISSOLUTION AND LIQUIDATION
Section 12.1	Dissolution	87
Section 12.2	Continuation of the Business of the Partnership After Dissolution	87

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Section 12.3	Liquidator	88
Section 12.4	Liquidation	88
Section 12.5	Cancellation of Certificate of Limited Partnership	89
Section 12.6	Return of Contributions	89
Section 12.7	Waiver of Partition	89
Section 12.8	Capital Account Restoration	90
	ARTICLE XIII
	AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE
Section 13.1	Amendments to be Adopted Solely by the General Partner	90
Section 13.2	Amendment Procedures	91
Section 13.3	Amendment Requirements	92
Section 13.4	Special Meetings	93
Section 13.5	Notice of a Meeting	93
Section 13.6	Record Date	93
Section 13.7	Adjournment	94
Section 13.8	Waiver of Notice; Approval of Meeting; Approval of Minutes	94
Section 13.9	Quorum and Voting	94
Section 13.10	Conduct of a Meeting	94
Section 13.11	Action Without a Meeting	95
Section 13.12	Right to Vote and Related Matters	96
	ARTICLE XIV
	MERGER, CONSOLIDATION OR CONVERSION
Section 14.1	Authority	96
Section 14.2	Procedure for Merger, Consolidation or Conversion	96
Section 14.3	Approval by Limited Partners	98
Section 14.4	Certificate of Merger	99
Section 14.5	Effect of Merger, Consolidation or Conversion	100
	ARTICLE XV
	RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
Section 15.1	Right to Acquire Limited Partner Interests	101
	ARTICLE XVI
	GENERAL PROVISIONS
Section 16.1	Addresses and Notices; Written Communications	102
Section 16.2	Further Action	103
Section 16.3	Binding Effect	103
Section 16.4	Integration	103

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Section 16.5	Creditors	104
Section 16.6	Waiver	104
Section 16.7	Third-Party Beneficiaries	104
Section 16.8	Counterparts	105
Section 16.9	Applicable Law; Forum, Venue and Jurisdiction	105
Section 16.10	Invalidity of Provisions	106
Section 16.11	Consent of Partners	106
Section 16.12	Facsimile Signatures	106

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FIRST AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP OF CHESAPEAKE MIDSTREAM PARTNERS, L.P.

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:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Acquisition” means any transaction in which any Group Member acquires (through an asset acquisition, merger, stock acquisition or other form of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing or expanding, for a period exceeding the short-term, the operating capacity or operating income of the Partnership Group from the operating capacity or operating income of the Partnership Group existing immediately prior to such transaction. For purposes of this definition, the short-term generally refers to a period not exceeding 12 months.

“Additional Book Basis” means the portion of any remaining Carrying Value of an Adjusted Property that is attributable to positive adjustments made to such Carrying Value as a result of Book-Up Events. For purposes of determining the extent that Carrying Value constitutes Additional Book Basis:

(a) Any negative adjustment made to the Carrying Value of an Adjusted Property as a result of either a Book-Down Event or a Book-Up Event shall first be deemed to offset or decrease that portion of the Carrying Value of such Adjusted Property that is attributable to any prior positive adjustments made thereto pursuant to a Book-Up Event or Book-Down Event.

(b) If Carrying Value that constitutes Additional Book Basis is reduced as a result of a Book-Down Event and the Carrying Value of other property is increased as a result of such Book-Down Event, an allocable portion of any such increase in Carrying Value shall be treated as Additional Book Basis; provided, that the amount treated as Additional Book Basis pursuant hereto as a result of such Book-Down Event shall not exceed the amount by which the Aggregate Remaining Net Positive Adjustments after such Book-Down Event exceeds the remaining Additional Book Basis attributable to all of the Partnership’s Adjusted Property after such Book-Down Event (determined without regard to the application of this clause (b) to such Book-Down Event).

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“Additional Book Basis Derivative Items” means any Book Basis Derivative Items that are computed with reference to Additional Book Basis. To the extent that the Additional Book Basis attributable to all of the Partnership’s Adjusted Property as of the beginning of any taxable period exceeds the Aggregate Remaining Net Positive Adjustments as of the beginning of such period (the “Excess Additional Book Basis”), the Additional Book Basis Derivative Items for such period shall be reduced by the amount that bears the same ratio to the amount of Additional Book Basis Derivative Items determined without regard to this sentence as the Excess Additional Book Basis bears to the Additional Book Basis as of the beginning of such period. With respect to a Disposed of Adjusted Property, the Additional Book Basis Derivative items shall be the amount of Additional Book Basis taken into account in computing gain or loss from the disposition of such Disposed of Adjusted Property.

“Adjusted Capital Account” means the Capital Account maintained for each Partner as of the end of each taxable period of the Partnership, (a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such taxable period, are reasonably expected to be allocated to such Partner in subsequent taxable periods under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such taxable period, are reasonably expected to be made to such Partner in subsequent taxable periods in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Partner’s Capital Account that are reasonably expected to occur during (or prior to) the taxable period in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The “Adjusted Capital Account” of a Partner in respect of any Partnership Interest shall be the amount that such Adjusted Capital Account would be if such Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such Partnership Interest was first issued.

“Adjusted Operating Surplus” means, with respect to any period, (a) Operating Surplus generated with respect to such period; (b) less (i) the amount of any net increase in Working Capital Borrowings (or the Partnership’s proportionate share of any net increase in Working Capital Borrowings in the case of Subsidiaries that are not wholly owned) with respect to that period; and (ii) the amount of any net decrease in cash reserves (or the Partnership’s proportionate share of any net decrease in cash reserves in the case of Subsidiaries that are not wholly owned) for Operating Expenditures with respect to such period not relating to an Operating Expenditure made with respect to such period; and (c) plus (i) the amount of any net decrease in Working Capital Borrowings (or the Partnership’s proportionate share of any net decrease in Working Capital Borrowings in the case of Subsidiaries that are not wholly owned) with respect to that period; (ii) the amount of any net increase in cash reserves (or the Partnership’s proportionate share of any net increase in cash reserves in the case of Subsidiaries

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that are not wholly owned) for Operating Expenditures with respect to such period required by any debt instrument for the repayment of principal, interest or premium; and (iii) any net decrease made in subsequent periods in cash reserves for Operating Expenditures initially established with respect to such period to the extent such decrease results in a reduction in Adjusted Operating Surplus in subsequent periods pursuant to clause (b)(ii) above. Adjusted Operating Surplus does not include that portion of Operating Surplus included in clause (a)(i) of the definition of Operating Surplus; provided, that to the extent that actual volumes of natural gas delivered to the gathering systems of the Partnership (associated with a Minimum Volume Commitment) in a particular Quarter or Quarters are less than the prorated (in Quarterly amounts) Minimum Volume Commitment amount for such period, the General Partner may add to Adjusted Operating Surplus for such period an amount equal to such shortfall in actual volumes delivered multiplied by the applicable gathering rate as set forth in the gas gathering or similar agreement (the “Quarterly Estimated Shortfall Payment”). The Quarterly Estimated Shortfall Payment shall be adjusted each subsequent Quarter based on the level of actual volumes delivered for such subsequent Quarter and the preceding Quarters of the period that remain subject to a Minimum Volume Commitment (as compared to the prorated Minimum Volume Commitment for such period). If the sum of Quarterly Estimated Shortfall Payments in respect of a Minimum Volume Commitment Period is greater than the aggregate shortfall amount actually paid with respect to a Minimum Volume Commitment period as finally determined, and Subordinated Units remain outstanding, then Adjusted Operating Surplus shall be adjusted in each such Quarter to give effect to the shortfall amount actually paid as if it had been paid in such Quarter to cover the shortfall in such Quarter. With respect to a Quarter in which a shortfall amount under a Minimum Volume Commitment is actually paid, Adjusted Operating Surplus shall be reduced by an amount equal to the amount of Adjusted Operating Surplus previously added by the General Partner with respect to such Minimum Volume Commitment Period pursuant to this proviso.

“Adjusted Property” means any property the Carrying Value of which has been adjusted pursuant to Section 5.5(d)(i) or 5.5(d)(ii).

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Without limiting the foregoing, for purposes of this Agreement, any Person that, individually or together with its Affiliates, has the direct or indirect right to designate or cause the designation of at least one member to the Board of Directors of the General Partner, and any such Person’s Affiliates, shall be deemed to be Affiliates of the General Partner. Notwithstanding anything in the foregoing to the contrary, the GIP Entities and their respective Affiliates (other than the General Partner or any Group Member), on the one hand, and CHK and its Affiliates (other than the General Partner or any Group Member), on the other hand, will not be deemed to be Affiliates of one another hereunder unless there is a basis for such Affiliation independent of their respective Affiliation with any Group Member, the General Partner or any Affiliate (disregarding the immediately preceding sentence) of any Group Member or the General Partner.

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“Aggregate Quantity of IDR Reset Common Units” is defined in Section 5.11(a).

“Aggregate Remaining Net Positive Adjustments” means, as of the end of any taxable period, the sum of the Remaining Net Positive Adjustments of all the Partners.

“Agreed Allocation” means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions of Section 6.1, including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).

“Agreed Value” of any Contributed Property means the fair market value of such property at the time of contribution and in the case of an Adjusted Property, the fair market value of such Adjusted Property on the date of the revaluation event as described in Section 5.5(d), in both cases as determined by the General Partner. In making such determination, the General Partner shall use such method as it determines to be appropriate.

“Agreement” means this First Amended and Restated Agreement of Limited Partnership of Chesapeake Midstream Partners, L.P., as it may be amended, supplemented or restated from time to time.

“Associate” means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer, manager, general partner or managing member or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.

“Available Cash” means, with respect to any Quarter ending prior to the Liquidation Date:

(a) the sum of (i) all cash and cash equivalents of the Partnership Group (or the Partnership’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand at the end of such Quarter, and (ii) if the General Partner so determines, all or any portion of any additional cash and cash equivalents of the Partnership Group (or the Partnership’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand on the date of determination of Available Cash with respect to such Quarter resulting from Working Capital Borrowings made subsequent to the end of such Quarter, less

(b) the amount of any cash reserves established by the General Partner (or the Partnership’s proportionate share of cash reserves in the case of Subsidiaries that are not wholly owned) to (i) provide for the proper conduct of the business of the Partnership Group (including

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reserves for future capital expenditures and for anticipated future credit needs of the Partnership Group) subsequent to such Quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject or (iii) provide funds for distributions under Section 6.4 or 6.5 in respect of any one or more of the next four Quarters;

provided, however, that the General Partner may not establish cash reserves pursuant to clause (iii) above if the effect of such reserves would be that the Partnership is unable to distribute the Minimum Quarterly Distribution on all Common Units, plus any Cumulative Common Unit Arrearage on all Common Units, with respect to such Quarter; and, provided further, that disbursements made by a Group Member or cash reserves established, increased or reduced after the end of such Quarter but on or before the date of determination of Available Cash with respect to such Quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, within such Quarter if the General Partner so determines.

Notwithstanding the foregoing, “Available Cash” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero.

“Board of Directors” means, with respect to the Board of Directors of the General Partner, its board of directors or board of managers, as applicable, if a corporation or limited liability company, or if a limited partnership, the board of directors or board of managers of the general partner of the General Partner.

“Book Basis Derivative Items” means any item of income, deduction, gain or loss that is computed with reference to the Carrying Value of an Adjusted Property (e.g., depreciation, depletion, or gain or loss with respect to an Adjusted Property).

“Book-Down Event” means an event that triggers a negative adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

“Book-Tax Disparity” means with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as maintained pursuant to Section 5.5 and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles.

“Book-Up Event” means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

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“Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Oklahoma shall not be regarded as a Business Day.

“Capital Account” means the capital account maintained for a Partner pursuant to Section 5.5. The “Capital Account” of a Partner in respect of any Partnership Interest shall be the amount that such Capital Account would be if such Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such Partnership Interest was first issued.

“Capital Contribution” means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnership or that is contributed or deemed contributed to the Partnership on behalf of a Partner (including, in the case of an underwritten offering of Units, the amount of any underwriting discounts or commissions).

“Capital Improvement” means any (a) addition or improvement to the capital assets owned by any Group Member, (b) acquisition of existing, or the construction of new or the improvement or replacement of existing, capital assets (including, without limitation, crude oil or natural gas gathering systems, natural gas treatment or processing plants, natural gas liquids fractionation facilities, storage facilities, pipeline systems, equipment related to compression and/or measurement or other midstream assets or facilities) or (c) capital contribution by a Group Member to a Person that is not a Subsidiary in which a Group Member has an equity interest, or after such capital contribution will have an equity interest, to fund such Group Member’s pro rata share of the cost of the addition or improvement to or the acquisition of existing, or the construction of new or the improvement or replacement of existing, capital assets (including, without limitation, crude oil or natural gas gathering systems, natural gas treatment or processing plants, natural gas liquids fractionation facilities, storage facilities, pipeline systems, equipment related to compression and/or measurement or other midstream assets or facilities) by such Person, in each case if such addition, improvement, replacement, acquisition or construction is made to increase for a period longer than the short-term the operating capacity or operating income of the Partnership Group, in the case of clauses (a) and (b), or such Person, in the case of clause (c), from the operating capacity or operating income of the Partnership Group or such Person, as the case may be, existing immediately prior to such addition, improvement, replacement, acquisition or construction. For purposes of this definition, the short-term generally refers to a period not exceeding 12 months.

“Capital Surplus” means Available Cash distributed by the Partnership in excess of Operating Surplus, as described in Section 6.3(a).

“Carrying Value” means (a) with respect to a Contributed Property or Adjusted Property, the Agreed Value of such property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Partners’ Capital Accounts in respect of such property, and (b) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination; provided that the

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Carrying Value of any property shall be adjusted from time to time in accordance with Sections 5.5(d)(i) and 5.5(d)(ii) and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

“Cause” means a court of competent jurisdiction has entered a final, non-appealable judgment finding the General Partner liable for actual fraud or willful misconduct in its capacity as a general partner of the Partnership.

“Certificate” means (a) a certificate (i) substantially in the form of Exhibit A to this Agreement, (ii) issued in global form in accordance with the rules and regulations of the Depositary or (iii) in such other form as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more Common Units or (b) a certificate, in such form as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more other Partnership Interests.

“Certificate of Limited Partnership” means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.2, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.

“Chesapeake” means Chesapeake Energy Corporation, an Oklahoma corporation.

“Chesapeake Holdings” means Chesapeake Midstream Holdings, L.L.C., a Delaware limited liability company.

“Citizenship Eligibility Trigger” is defined in Section 4.9(a)(ii).

“Closing Date” means the first date on which Common Units are sold by the Partnership to the Underwriters pursuant to the provisions of the Underwriting Agreement.

“Closing Price” means, in respect of any class of Limited Partner Interests, as of the date of determination, the last sale price on such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal National Securities Exchange on which the respective Limited Partner Interests are listed or admitted to trading or, if such Limited Partner Interests are not listed or admitted to trading on any National Securities Exchange, the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported by the primary reporting system then in use in relation to such Limited Partner Interests of such class, or, if on any such day such Limited Partner Interests of such class are not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in such Limited Partner Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in such Limited Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the General Partner.

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“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

“Combined Interest” is defined in Section 11.3(a).

“Commences Commercial Service” means the date a Capital Improvement is first put into commercial service following completion of construction, acquisition, development and testing, as applicable.

“Commission” means the United States Securities and Exchange Commission.

“Common Unit” means a Partnership Interest representing a fractional part of the Partnership Interests of all Limited Partners, and having the rights and obligations specified with respect to Common Units in this Agreement. The term “Common Unit” does not refer to or include any Subordinated Unit prior to its conversion into a Common Unit pursuant to the terms hereof.

“Common Unit Arrearage” means, with respect to any Common Unit, whenever issued, with respect to any Quarter within the Subordination Period, the excess, if any, of (a) the Minimum Quarterly Distribution with respect to a Common Unit in respect of such Quarter over (b) the sum of all Available Cash distributed with respect to a Common Unit in respect of such Quarter pursuant to Section 6.4(a)(i).

“Conflicts Committee” means a committee of the Board of Directors of the General Partner composed entirely of two or more directors, each of whom (a) is not an officer or employee of the General Partner, (b) is not an officer, director or employee of any Affiliate of the General Partner, (c) is not a holder of any ownership interest in the General Partner or its Affiliates or the Partnership Group, other than Common Units and other awards that are granted to such director under the LTIP and (d) meets the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act and the rules and regulations of the Commission thereunder and by the National Securities Exchange on which any class of Partnership Interests is listed or admitted to trading.

“Contributed Property” means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.

“Contribution Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of July 28, 2010, among the General Partner, the Partnership, Chesapeake Holdings, the GIP Entities and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

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“Cumulative Common Unit Arrearage” means, with respect to any Common Unit, whenever issued, and as of the end of any Quarter, the excess, if any, of (a) the sum of the Common Unit Arrearages with respect to an Initial Common Unit for each of the Quarters within the Subordination Period ending on or before the last day of such Quarter over (b) the sum of any distributions theretofore made pursuant to Section 6.4(a)(ii) and the second sentence of Section 6.5 with respect to an Initial Common Unit (including any distributions to be made in respect of the last of such Quarters).

“Curative Allocation” means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xi).

“Current Market Price” means, in respect of any class of Limited Partner Interests, as of the date of determination, the average of the daily Closing Prices per Limited Partner Interest of such class for the 20 consecutive Trading Days immediately prior to such date.

“Deferred Issuance and Distribution” means both (a) the issuance by the Partnership of a number of additional Common Units that is equal to the excess, if any, of (x) 3,187,500, over (y) the aggregate number, if any, of Common Units actually purchased by and issued to the Underwriters pursuant to the Over-Allotment Option on the Option Closing Date(s), and (b) reimbursement(s), pursuant to the Contribution Agreement, of pre-formation capital expenditures in an amount equal to the total amount of cash contributed by the Underwriters to the Partnership on or in connection with any Option Closing Date with respect to Common Units issued by the Partnership upon the applicable exercise of the Over-Allotment Option in accordance with Section 5.3(b), if any.

“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section 17-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

“Departing General Partner” means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or 11.2.

“Depositary” means, with respect to any Units issued in global form, The Depository Trust Company and its successors and permitted assigns.

“Disposed of Adjusted Property” has the meaning assigned to such term in Section 6.1(d)(xii)(B).

“Economic Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

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“Eligibility Certificate” is defined in Section 4.9(b).

“Eligible Holder” means a Limited Partner whose (a) federal income tax status would not, in the determination of the General Partner, have the material adverse effect described in Section 4.9(a)(i) or (b) nationality, citizenship or other related status would not, in the determination of the General Partner, create a substantial risk of cancellation or forfeiture as described in Section 4.9(a)(ii).

“Estimated Incremental Quarterly Tax Amount” is defined in Section 6.9.

“Estimated Maintenance Capital Expenditures” means an estimate made in good faith by the Board of Directors (with the concurrence of the Conflicts Committee) of the average quarterly Maintenance Capital Expenditures that the Partnership will need to incur over the long term to maintain the operating capacity and/or operating income, in each case to the extent the Board of Directors (with the concurrence of the Conflicts Committee) deems appropriate at the time such estimate is made, of the Partnership Group (including the Partnership’s proportionate share of the average quarterly Maintenance Capital Expenditures of its Subsidiaries that are not wholly owned) existing at the time the estimate is made. The Board of Directors (with the concurrence of the Conflicts Committee) will be permitted to make such estimate in any manner it determines reasonable. The estimate will be made at least annually and whenever an event occurs that is likely to result in a material adjustment to the amount of future Estimated Maintenance Capital Expenditures. The Partnership shall disclose to its Partners any change in the amount of Estimated Maintenance Capital Expenditures in its reports made in accordance with Section 8.3 to the extent not previously disclosed. Any adjustments to Estimated Maintenance Capital Expenditures shall be prospective only.

“Event of Withdrawal” is defined in Section 11.1(a).

“Excess Distribution” is defined in Section 6.1(d)(iii)(A).

“Excess Distribution Unit” is defined in Section 6.1(d)(iii)(A).

“Expansion Capital Expenditures” means cash expenditures for Acquisitions or Capital Improvements, and shall not include Maintenance Capital Expenditures or Investment Capital Expenditures. Expansion Capital Expenditures shall include interest (and related fees) on debt incurred to finance the construction of a Capital Improvement and paid in respect of the period beginning on the date that a Group Member enters into a binding obligation to commence construction of a Capital Improvement and ending on the earlier to occur of the date that such Capital Improvement Commences Commercial Service and the date that such Capital Improvement is abandoned or disposed of. Debt incurred to fund such construction period interest payments or to fund distributions on equity issued (including incremental Incentive Distributions related thereto) to fund the construction of a Capital Improvement as described in clause (a)(iv) of the definition of Operating Surplus shall also be deemed to be debt incurred to finance the construction of a Capital Improvement. Where capital expenditures are made in part for Expansion Capital Expenditures and in part for other purposes, the General Partner shall determine the allocation between the amounts paid for each.

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“Final Subordinated Units” is defined in Section 6.1(d)(x)(A).

“First Liquidation Target Amount” is defined in Section 6.1(c)(i)(D).

“First Target Distribution” means $0.388125 per Unit per Quarter (or, with respect to periods of less than a full fiscal quarter, it means the product of such amount multiplied by a fraction of which the numerator is the number of days in such period, and the denominator is the total number of days in such quarter), subject to adjustment in accordance with Sections 5.11, 6.6 and 6.9.

“Fully Diluted Weighted Average Basis” means, when calculating the number of Outstanding Units for any period, a basis that includes (1) the weighted average number of Outstanding Units plus (2) all Partnership Interests and options, rights, warrants, phantom units and appreciation rights relating to an equity interest in the Partnership (a) that are convertible into or exercisable or exchangeable for Units or for which Units are issuable, each case that are senior to or pari passu with the Subordinated Units, (b) whose conversion, exercise or exchange price is less than the Current Market Price on the date of such calculation, (c) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (d) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Weighted Average Basis when calculating whether the Subordination Period has ended or the Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Interests, options, rights, warrants and appreciation rights shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (i) the number of Units issuable upon such conversion, exercise or exchange and (ii) the number of Units that such consideration would purchase at the Current Market Price.

“General Partner” means Chesapeake Midstream GP, L.L.C., a Delaware limited liability company, and its successors and permitted assigns that are admitted to the Partnership as general partner of the Partnership, in its capacity as general partner of the Partnership (except as the context otherwise requires).

“General Partner Interest” means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it) and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.

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“GIP-A” means GIP-A Holding (CHK), L.P., a Delaware limited partnership.

“GIP-B” means GIP-B Holding (CHK), L.P., a Delaware limited partnership.

“GIP-C” means GIP-C Holding (CHK), L.P., a Delaware limited partnership.

“GIP Entities” means, collectively, GIP-A, GIP-B and GIP-C.

“Gross Liability Value” means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.

“Group” means a Person that with or through any of its Affiliates or Associates has any contract, arrangement, understanding or relationship for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in response to a proxy or consent solicitation made to 10 or more Persons), exercising investment power or disposing of any Partnership Interests with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, Partnership Interests.

“Group Member” means a member of the Partnership Group.

“Group Member Agreement” means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

“Hedge Contract” means any exchange, swap, forward, cap, floor, collar, option or other similar agreement or arrangement entered into for the purpose of reducing the exposure of the Partnership Group to fluctuations in interest rates or the price of hydrocarbons, other than for speculative purposes.

“IDR Reset Common Unit” has the meaning assigned to such term in Section 5.11(a).

“IDR Reset Election” is defined in Section 5.11(a).

“Incentive Distribution Right” means a non-voting Limited Partner Interest which will confer upon the holder thereof only the rights and obligations specifically provided in this

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Agreement with respect to Incentive Distribution Rights (and no other rights otherwise available to or other obligations of a holder of a Partnership Interest). Notwithstanding anything in this Agreement to the contrary, the holder of an Incentive Distribution Right shall not be entitled to vote such Incentive Distribution Right on any Partnership matter except as may otherwise be required by law.

“Incentive Distributions” means any amount of cash distributed to the holders of the Incentive Distribution Rights pursuant to Section 6.4.

“Incremental Income Taxes” is defined in Section 6.9.

“Indemnitee” means (a) any General Partner, (b) any Departing General Partner, (c) any Person who is or was an Affiliate of the General Partner or any Departing General Partner, (d) any Person who is or was a manager, managing member, director, officer, employee, agent, fiduciary or trustee of any Group Member, a General Partner, any Departing General Partner or any of their respective Affiliates, (e) any Person who is or was serving at the request of a General Partner, any Departing General Partner or any of their respective Affiliates as an officer, director, manager, managing member, employee, agent, fiduciary or trustee of another Person owing a fiduciary duty to any Group Member; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (f) any Person who controls a General Partner or Departing General Partner and (g) any Person the General Partner designates as an “Indemnitee” for purposes of this Agreement because such Person’s service, status or relationship exposes such Person to potential claims, demands, actions, suits or proceedings relating to the Partnership Group’s business and affairs.

“Ineligible Holder” is defined in Section 4.9(c).

“Initial Common Units” means the Common Units sold in the Initial Offering.

“Initial Limited Partners” means Chesapeake Holdings and the GIP Entities (with respect to the Limited Partner Interest distributed to them by the Organizational Limited Partner and with respect to the Common Units and Subordinated Units received by them pursuant to Section 5.2), the General Partner (with respect to the Incentive Distribution Rights) and the Underwriters, in each case upon being admitted to the Partnership in accordance with Section 10.1.

“Initial Offering” means the initial offering and sale of Common Units to the public, as described in the Registration Statement, including any Common Units issued pursuant to the exercise of the Over-Allotment Option.

“Initial Unit Price” means (a) with respect to the Common Units and the Subordinated Units, the initial public offering price per Common Unit at which the Underwriters offered the Common Units to the public for sale as set forth on the cover page of the prospectus included as part of the Registration Statement and first issued at or after the time the Registration Statement first became effective or (b) with respect to any other class or series of Units, the price per Unit at which such class or series of Units is initially sold by the Partnership, as determined by the General Partner, in each case adjusted as the General Partner determines to be appropriate to give effect to any distribution, subdivision or combination of Units.

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“Interim Capital Transactions” means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness (other than Working Capital Borrowings and other than for items purchased on open account or for a deferred purchase price in the ordinary course of business) by any Group Member and sales of debt securities of any Group Member; (b) sales of equity interests of any Group Member (including the Common Units sold to the Underwriters in the Initial Offering or pursuant to the exercise of the Over-Allotment Option); (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements; and (d) capital contributions received.

“Investment Capital Expenditures” means capital expenditures other than Maintenance Capital Expenditures and Expansion Capital Expenditures.

“Liability” means any liability or obligation of any nature, whether accrued, contingent or otherwise.

“Limited Partner” means, unless the context otherwise requires, the Organizational Limited Partner prior to its distribution of its Limited Partner Interest to the Initial Limited Partners, each Initial Limited Partner, each additional Person that becomes a Limited Partner pursuant to the terms of this Agreement and any Departing General Partner upon the change of its status from General Partner to Limited Partner pursuant to Section 11.3, in each case, in such Person’s capacity as a limited partner of the Partnership; provided, however, that when the term “Limited Partner” is used herein in the context of any vote or other approval, including Articles XIII and XIV, such term shall not, solely for such purpose, include any holder of an Incentive Distribution Right (solely with respect to its Incentive Distribution Rights and not with respect to any other Limited Partner Interest held by such Person) except as may otherwise be required by law.

“Limited Partner Interest” means the ownership interest of a Limited Partner in the Partnership, which may be evidenced by Common Units, Subordinated Units, Incentive Distribution Rights or other Partnership Interests or a combination thereof or interest therein, and includes any and all benefits to which such Limited Partner is entitled as provided in this Agreement, together with all obligations of such Limited Partner to comply with the terms and provisions of this Agreement; provided, however, that when the term “Limited Partner Interest” is used herein in the context of any vote or other approval, including Articles XIII and XIV, such term shall not, solely for such purpose, include any Incentive Distribution Right except as may otherwise be required by law.

“Liquidation Date” means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the

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date on which the applicable time period during which the holders of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.

“Liquidator” means one or more Persons selected by the General Partner to perform the functions described in Section 12.4 as liquidating trustee of the Partnership within the meaning of the Delaware Act.

“LTIP” means the Long-Term Incentive Plan of the General Partner, as may be amended, or any equity compensation plan successor thereto.

“Maintenance Capital Expenditures” means cash expenditures (including expenditures for the addition or improvement to or replacement of the capital assets owned by any Group Member or for the acquisition of existing, or the construction or development of new, capital assets, including, without limitation, gas gathering systems, natural gas treatment or processing facilities, natural gas liquids fractionation facilities, storage facilities, pipeline systems, equipment related to compression and/or measurement or other midstream assets or facilities and other related or similar midstream assets) if such expenditures are made to maintain, including for a period longer than the short-term, the operating capacity and/or operating income of the Partnership Group. Maintenance Capital Expenditures shall not include (a) Expansion Capital Expenditures or (b) Investment Capital Expenditures. Maintenance Capital Expenditures shall include interest (and related fees) on debt incurred and distributions on equity issued, other than equity issued on the Closing Date or the Option Closing Date, in each case, to finance the construction or development of a replacement asset and paid during the period beginning on the date that a Group Member enters into a binding obligation to commence constructing or developing a replacement asset and ending on the earlier to occur of the date that such replacement asset Commences Commercial Service and the date that such replacement asset is abandoned or disposed of. Debt incurred to pay or equity issued, other than equity issued on the Closing Date or the Option Closing Date, to fund construction or development period interest payments, or such construction or development period distributions on equity, shall also be deemed to be debt or equity, as the case may be, incurred to finance the construction or development of a replacement asset and the incremental Incentive Distributions paid relating to newly issued equity shall be deemed to be distributions paid on equity issued to finance the construction or development of a replacement asset. For purposes of this definition, the short-term generally refers to a period not exceeding 12 months.

“Merger Agreement” is defined in Section 14.1.

“Minimum Quarterly Distribution” means $0.3375 per Unit per Quarter (or with respect to periods of less than a full fiscal quarter, it means the product of such amount multiplied by a fraction of which the numerator is the number of days in such period and the denominator is the total number of days in such quarter), subject to adjustment in accordance with Sections 5.11, 6.6 and 6.9.

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“Minimum Volume Commitment” means, pursuant to a gas gathering or similar agreement, a commitment of a third party to deliver specified minimum volumes of natural gas to the gathering systems of the Partnership.

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Securities Exchange Act (or any successor to such Section) and any other securities exchange (whether or not registered with the Commission under Section 6(a) (or successor to such Section) of the Securities Exchange Act) that the General Partner shall designate as a National Securities Exchange for purposes of this Agreement.

“Net Agreed Value” means, (a) in the case of any Contributed Property, the Agreed Value of such property reduced by any Liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed and (b) in the case of any property distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property (as adjusted pursuant to Section 5.5(d)(ii)) at the time such property is distributed, reduced by any Liability either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution.

“Net Income” means, for any taxable period, the excess, if any, of the Partnership’s items of income and gain (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable period over the Partnership’s items of loss and deduction (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable period. The items included in the calculation of Net Income shall be determined in accordance with Section 5.5(b) and shall not include any items specially allocated under Section 6.1(d); provided, that the determination of the items that have been specially allocated under Section 6.1(d) shall be made without regard to any reversal of such items under Section 6.1(d)(xii).

“Net Loss” means, for any taxable period, the excess, if any, of the Partnership’s items of loss and deduction (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable period over the Partnership’s items of income and gain (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable period. The items included in the calculation of Net Loss shall be determined in accordance with Section 5.5(b) and shall not include any items specially allocated under Section 6.1(d); provided, that the determination of the items that have been specially allocated under Section 6.1(d) shall be made without regard to any reversal of such items under Section 6.1(d)(xii).

“Net Positive Adjustments” means, with respect to any Partner, the excess, if any, of the total positive adjustments over the total negative adjustments made to the Capital Account of such Partner pursuant to Book-Up Events and Book-Down Events.

“Net Termination Gain” means, for any taxable period, the sum, if positive, of all items of income, gain, loss or deduction (determined in accordance with Section 5.5(b)) that are (a) recognized (i) after the Liquidation Date or (ii) upon the sale, exchange or other disposition of all

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or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group), or (b) deemed recognized by the Partnership pursuant to Section 5.5(d); provided, however, the items included in the determination of Net Termination Gain shall not include any items of income, gain or loss specially allocated under Section 6.1(d).

“Net Termination Loss” means, for any taxable period, the sum, if negative, of all items of income, gain, loss or deduction (determined in accordance with Section 5.5(b)) that are (a) recognized (i) after the Liquidation Date or (ii) upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group), or (b) deemed recognized by the Partnership pursuant to Section 5.5(d); provided, however, items included in the determination of Net Termination Loss shall not include any items of income, gain or loss specially allocated under Section 6.1(d).

“Nonrecourse Built-in Gain” means with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Section 6.2(b) if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration.

“Nonrecourse Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(b), are attributable to a Nonrecourse Liability.

“Nonrecourse Liability” has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).

“Notice of Election to Purchase” is defined in Section 15.1(b).

“Notional General Partner Units” means notional units used solely to calculate the General Partner’s Percentage Interest. Notional General Partner Units shall not constitute “Units” for any purpose of this Agreement. There shall initially be 2,819,433.551 Notional General Partner Units (resulting in the General Partner’s Percentage Interest being 2% after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution). If the General Partner makes additional Capital Contributions pursuant to Section 5.2(b) to maintain its Percentage Interest, the number of Notional General Partner Units shall be increased proportionally to reflect the maintenance of such Percentage Interest.

“Omnibus Agreement” means that certain Omnibus Agreement, dated as of the Closing Date, among the Partnership, the Organizational Limited Partner and Chesapeake Holdings, as such may be amended, supplemented or restated from time to time.

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“Operating Expenditures” means all Partnership Group cash expenditures (or the Partnership’s proportionate share of expenditures in the case of Subsidiaries that are not wholly owned), including, but not limited to, taxes, reimbursements of expenses of the General Partner and its Affiliates, payments made in the ordinary course of business under any Hedge Contracts (provided that (i) with respect to amounts paid in connection with the initial purchase of a Hedge Contract, such amounts shall be amortized over the life of such Hedge Contract and (ii) payments made in connection with the termination of any Hedge Contract prior to the expiration of its stipulated settlement or termination date shall be included in equal quarterly installments over the remaining scheduled life of such Hedge Contract), officer compensation, repayment of Working Capital Borrowings, debt service payments and Estimated Maintenance Capital Expenditures, subject to the following:

(a) repayments of Working Capital Borrowings deducted from Operating Surplus pursuant to clause (b)(iii) of the definition of “Operating Surplus” shall not constitute Operating Expenditures when actually repaid;

(b) payments (including prepayments and prepayment penalties) of principal of and premium on indebtedness other than Working Capital Borrowings shall not constitute Operating Expenditures; and

(c) Operating Expenditures shall not include (i) Expansion Capital Expenditures, (ii) actual Maintenance Capital Expenditures, (iii) Investment Capital Expenditures, (iv) payment of transaction expenses (including taxes) relating to Interim Capital Transactions, (v) distributions to Partners, or (vi) repurchases of Partnership Interests, other than repurchases of Partnership Interests to satisfy obligations under employee benefit plans, or reimbursements of expenses of the General Partner for such purchases. Where capital expenditures are made in part for Maintenance Capital Expenditures and in part for other purposes, the General Partner shall determine the allocation between the amounts paid for each.

“Operating Surplus” means, with respect to any period ending prior to the Liquidation Date, on a cumulative basis and without duplication,

(a) the sum of (i) $120 million, (ii) all cash receipts of the Partnership Group (or the Partnership’s proportionate share of cash receipts in the case of Subsidiaries that are not wholly owned) for the period beginning on the Closing Date and ending on the last day of such period, but excluding cash receipts from Interim Capital Transactions and provided that cash receipts from the termination of any Hedge Contract prior to the expiration of its stipulated settlement or termination date shall be included in equal quarterly installments over the remaining scheduled life of such Hedge Contract, (iii) all cash receipts of the Partnership Group (or the Partnership’s proportionate share of cash receipts in the case of Subsidiaries that are not wholly owned) after the end of such period but on or before the date of determination of Operating Surplus with respect to such period resulting from Working Capital Borrowings, and (iv) the amount of cash distributions paid (including incremental Incentive Distributions) on equity issued, other than equity issued on the Closing Date or the Option Closing Date, to

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finance all or a portion of the construction, acquisition or improvement of a Capital Improvement or replacement of a capital asset and paid in respect of the period beginning on the date that the Group Member enters into a binding obligation to commence the construction, acquisition or improvement of a Capital Improvement or replacement of a capital asset and ending on the earlier to occur of the date the Capital Improvement or replacement capital asset Commences Commercial Service and the date that it is abandoned or disposed of (equity issued, other than equity issued on the Closing Date or the Option Closing Date, to fund the construction period interest payments on debt incurred, or construction period distributions on equity issued, to finance the construction, acquisition or improvement of a Capital Improvement or replacement of a capital asset shall also be deemed to be equity issued to finance the construction, acquisition or improvement of a Capital Improvement or replacement of a capital asset for purposes of this clause (iv)), less

(b) the sum of (i) Operating Expenditures for the period beginning on the Closing Date and ending on the last day of such period; (ii) the amount of cash reserves established by the General Partner (or the Partnership’s proportionate share of cash reserves in the case of Subsidiaries that are not wholly owned) to provide funds for future Operating Expenditures; (iii) all Working Capital Borrowings not repaid within twelve months after having been incurred and (iv) any cash loss realized on disposition of an Investment Capital Expenditure;

provided, however, that disbursements made (including contributions to a Group Member or disbursements on behalf of a Group Member) or cash reserves established, increased or reduced after the end of such period but on or before the date of determination of Available Cash with respect to such period shall be deemed to have been made, established, increased or reduced, for purposes of determining Operating Surplus, within such period if the General Partner so determines.

Notwithstanding the foregoing, “Operating Surplus” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero. Cash receipts from an Investment Capital Expenditure shall be treated as cash receipts only to the extent they are a return on principal, but in no event shall a return of principal be treated as cash receipts.

“Opinion of Counsel” means a written opinion of counsel (who may be regular counsel to the Partnership or the General Partner or any of its Affiliates) acceptable to the General Partner.

“Option Closing Date” means the date or dates on which any Common Units are sold by the Partnership to the Underwriters upon exercise of the Over-Allotment Option.

“Organizational Limited Partner” means Chesapeake Midstream Ventures, L.L.C., a Delaware limited liability company, in its capacity as the organizational limited partner of the Partnership pursuant to this Agreement.

“Outstanding” means, with respect to Partnership Interests, all Partnership Interests that are issued by the Partnership and reflected as outstanding on the Partnership’s books and records

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as of the date of determination; provided, however, that if at any time any Person or Group (other than the General Partner or its Affiliates) beneficially owns 20% or more of the Outstanding Partnership Interests of any class then Outstanding, none of the Partnership Interests owned by such Person or Group shall be voted on any matter and shall not be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Agreement, except that Partnership Interests so owned shall be considered to be Outstanding for purposes of Section 11.1(b)(iv) (such Partnership Interests shall not, however, be treated as a separate class of Partnership Interests for purposes of this Agreement or the Delaware Act); provided, further, that the foregoing limitation shall not apply to (i) any Person or Group who acquired 20% or more of the Outstanding Partnership Interests of any class then Outstanding directly from the General Partner or its Affiliates (other than the Partnership), (ii) any Person or Group who acquired 20% or more of the Outstanding Partnership Interests of any class then Outstanding directly or indirectly from a Person or Group described in clause (i) provided that, at or prior to such acquisition, the General Partner, acting in its sole discretion, shall have notified such Person or Group in writing that such limitation shall not apply, or (iii) any Person or Group who acquired 20% or more of any Partnership Interests issued by the Partnership provided that, at or prior to such acquisition, the General Partner shall have notified such Person or Group in writing that such limitation shall not apply.

“Over-Allotment Option” means the over-allotment option granted to the Underwriters by the Partnership pursuant to the Underwriting Agreement.

“Partner Nonrecourse Debt” has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4).

“Partner Nonrecourse Debt Minimum Gain” has the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).

“Partner Nonrecourse Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(i), are attributable to a Partner Nonrecourse Debt.

“Partners” means the General Partner and the Limited Partners.

“Partnership” means Chesapeake Midstream Partners, L.P., a Delaware limited partnership.

“Partnership Group” means the Partnership and its Subsidiaries treated as a single consolidated entity.

“Partnership Interest” means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership), including Common Units, Subordinated Units and Incentive Distribution Rights.

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“Partnership Minimum Gain” means that amount determined in accordance with the principles of Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d).

“Percentage Interest” means as of any date of determination (a) as to the General Partner, with respect to the General Partner Interest (calculated based upon a number of Notional General Partner Units), and as to any Unitholder with respect to Units, the product obtained by multiplying (i) 100% less the percentage applicable to clause (b) below by (ii) the quotient obtained by dividing (A) the number of Notional General Partner Units deemed held by the General Partner or the number of Units held by such Unitholder, as the case may be, by (B) the total number of Outstanding Units and Notional General Partner Units, and (b) as to the holders of other Partnership Interests issued by the Partnership in accordance with Section 5.6, the percentage established as a part of such issuance. The Percentage Interest with respect to an Incentive Distribution Right shall at all times be zero.

“Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“Per Unit Capital Amount” means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying any class of Units held by a Person other than the General Partner or any Affiliate of the General Partner who holds Units.

“Plan of Conversion” is defined in Section 14.1.

“Pro Rata” means (a) when used with respect to Units or any class thereof, apportioned equally among all designated Units in accordance with their relative Percentage Interests, (b) when used with respect to Partners or Record Holders, apportioned among all Partners or Record Holders in accordance with their relative Percentage Interests and (c) when used with respect to holders of Incentive Distribution Rights, apportioned equally among all holders of Incentive Distribution Rights in accordance with the relative number or percentage of Incentive Distribution Rights held by each such holder.

“Purchase Date” means the date determined by the General Partner as the date for purchase of all Outstanding Limited Partner Interests of a certain class (other than Limited Partner Interests owned by the General Partner and its Affiliates) pursuant to Article XV.

“Quarter” means, unless the context requires otherwise, a fiscal quarter of the Partnership, or, with respect to the fiscal quarter of the Partnership that includes the Closing Date, the portion of such fiscal quarter after the Closing Date.

“Quarterly Estimated Shortfall Payment” is defined in the definition of “Adjusted Operating Surplus.”

“Rate Eligibility Trigger” is defined in Section 4.9(a)(i).

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“Recapture Income” means any gain recognized by the Partnership (computed without regard to any adjustment required by Section 734 or Section 743 of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because it represents the recapture of deductions previously taken with respect to such property or asset.

“Record Date” means the date established by the General Partner or otherwise in accordance with this Agreement for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Limited Partners or entitled to vote by ballot or give approval of Partnership action in writing without a meeting or entitled to exercise rights in respect of any lawful action of Limited Partners or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.

“Record Holder” means (a) with respect to Partnership Interests of any class of Partnership Interests for which a Transfer Agent has been appointed, the Person in whose name a Partnership Interest of such class is registered on the books of the Transfer Agent as of the opening of business on a particular Business Day, or (b) with respect to other classes of Partnership Interests, the Person in whose name any such other Partnership Interest is registered on the books that the General Partner has caused to be kept as of the opening of business on such Business Day.

“Redeemable Interests” means any Partnership Interests for which a redemption notice has been given, and has not been withdrawn, pursuant to Section 4.10.

“Registration Statement” means the Registration Statement on Form S-1 (Registration No. 333-164905) as it has been or as it may be amended or supplemented from time to time, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Initial Offering.

“Remaining Net Positive Adjustments” means as of the end of any taxable period, (i) with respect to the Unitholders holding Common Units or Subordinated Units, the excess of (a) the Net Positive Adjustments of the Unitholders holding Common Units or Subordinated Units as of the end of such period over (b) the sum of those Partners’ Share of Additional Book Basis Derivative Items for each prior taxable period, (ii) with respect to the General Partner (as holder of the General Partner Interest), the excess of (a) the Net Positive Adjustments of the General Partner as of the end of such period over (b) the sum of the General Partner’s Share of Additional Book Basis Derivative Items with respect to the General Partner Interest for each prior taxable period, and (iii) with respect to the holders of Incentive Distribution Rights, the excess of (a) the Net Positive Adjustments of the holders of Incentive Distribution Rights as of the end of such period over (b) the sum of the Share of Additional Book Basis Derivative Items of the holders of the Incentive Distribution Rights for each prior taxable period.

“Required Allocations” means any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), Section 6.1(d)(ii), Section 6.1(d)(iv), Section 6.1(d)(v), Section 6.1(d)(vi), Section 6.1(d)(vii) or Section 6.1(d)(ix).

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“Reset MQD” is defined in Section 5.11(e).

“Reset Notice” is defined in Section 5.11(b).

“Retained Converted Subordinated Unit” is defined in Section 5.5(c)(ii).

“Second Liquidation Target Amount” is defined in Section 6.1(c)(i)(E).

“Second Target Distribution” means $0.421875 per Unit per Quarter (or, with respect to periods of less than a full fiscal quarter, it means the product of such amount multiplied by a fraction of which the numerator is the number of days in such period, and the denominator is the total number of days in such quarter), subject to adjustment in accordance with Section 5.11, Section 6.6 and Section 6.9.

“Securities Act” means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute.

“Share of Additional Book Basis Derivative Items” means in connection with any allocation of Additional Book Basis Derivative Items for any taxable period, (i) with respect to the Unitholders holding Common Units or Subordinated Units, the amount that bears the same ratio to such Additional Book Basis Derivative Items as the Unitholders’ Remaining Net Positive Adjustments as of the end of such taxable period bears to the Aggregate Remaining Net Positive Adjustments as of that time, (ii) with respect to the General Partner (in respect of the General Partner Interest), the amount that bears the same ratio to such Additional Book Basis Derivative Items as the General Partner’s Remaining Net Positive Adjustments as of the end of such taxable period bears to the Aggregate Remaining Net Positive Adjustment as of that time, and (iii) with respect to the Partners holding Incentive Distribution Rights, the amount that bears the same ratio to such Additional Book Basis Derivative Items as the Remaining Net Positive Adjustments of the Partners holding the Incentive Distribution Rights as of the end of such period bears to the Aggregate Remaining Net Positive Adjustments as of that time.

“Special Approval” means approval by a majority of the members of the Conflicts Committee acting in good faith.

“Subordinated Unit” means a Partnership Interest representing a fractional part of the Partnership Interests of all Limited Partners and having the rights and obligations specified with respect to Subordinated Units in this Agreement. The term “Subordinated Unit” does not refer to or include a Common Unit. A Subordinated Unit that is convertible into a Common Unit shall not constitute a Common Unit until such conversion occurs.

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“Subordination Period” means the period commencing on the Closing Date and ending on the first to occur of the following dates:

(a) the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter beginning with the Quarter ending June 30, 2013 in respect of which (i) (A) distributions of Available Cash from Operating Surplus on each of (I) the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units, and (II) the General Partner Interest, in each case with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on (I) all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and (II) the General Partner Interest, in each case in respect of such periods and (B) the Adjusted Operating Surplus for each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the (I) Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units and (II) General Partner Interest, in each case that were Outstanding during such periods on a Fully Diluted Weighted Average Basis, and (ii) there are no Cumulative Common Unit Arrearages;

(b) the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter beginning with the Quarter ending June 30, 2010 in respect of which (i) (A) distributions of Available Cash from Operating Surplus on each of (I) the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units, and (II) the General Partner Interest, in each case with respect to the four-Quarter period immediately preceding such date equaled or exceeded 150% of the Minimum Quarterly Distribution on all of (I) the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and (II) the General Partner Interest, in each case in respect of such period, and (B) the Adjusted Operating Surplus for the four-Quarter period immediately preceding such date equaled or exceeded 150% of the sum of the Minimum Quarterly Distribution on all of (I) the Common Units and Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units, (II) the General Partner Interest, in each case that were Outstanding during such period on a Fully Diluted Weighted Average Basis and (III) and the corresponding Incentive Distributions and (ii) there are no Cumulative Common Unit Arrearages;

(c) the first date on which there are no longer outstanding any Subordinated Units due to the conversion of Subordinated Units into Common Units pursuant to Section 5.7 or otherwise; and

(d) the date on which the General Partner is removed as general partner of the Partnership upon the requisite vote by holders of Outstanding Units under circumstances where Cause does not exist and no Units held by the General Partner and its Affiliates are voted in favor of such removal.

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“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“Surviving Business Entity” is defined in Section 14.2(b)(ii).

“Target Distribution” means, collectively, the First Target Distribution, Second Target Distribution and Third Target Distribution.

“Third Target Distribution” means $0.50625 per Unit per Quarter (or, with respect to periods of less than a full fiscal quarter, it means the product of such amount multiplied by a fraction of which the numerator is the number of days in such period, and the denominator is the total number of days in such quarter), subject to adjustment in accordance with Sections 5.11, 6.6 and 6.9.

“Trading Day” means, for the purpose of determining the Current Market Price of any class of Limited Partner Interests, a day on which the principal National Securities Exchange on which such class of Limited Partner Interests is listed or admitted to trading is open for the transaction of business or, if Limited Partner Interests of a class are not listed or admitted to trading on any National Securities Exchange, a day on which banking institutions in New York City generally are open.

“Transaction Documents” means (i) that certain Amended and Restated Chesapeake Gas Gathering Agreement, dated as of January 25, 2010, but effective as of February 1, 2010, by and among Chesapeake Midstream Partners, L.L.C., a Delaware limited liability company, Chesapeake Energy Marketing, Inc., an Oklahoma corporation, Chesapeake Operating, Inc., an Oklahoma corporation, Chesapeake Exploration L.L.C., an Oklahoma limited liability company, Chesapeake Louisiana L.P., an Oklahoma limited partnership, and DDJET Limited LLP, a Texas limited liability partnership, (ii) the Additional Agreement, executed on January 25, 2010, but effective as of February 1, 2010, by and among Chesapeake Midstream Partners, L.L.C., a Delaware limited liability company; Total Gas & Power North America, Inc., a Delaware corporation; Total E&P USA, Inc., a Delaware corporation, Chesapeake Energy Marketing, Inc., an Oklahoma corporation; Chesapeake Exploration L.L.C., an Oklahoma limited liability

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company; Chesapeake Louisiana L.P., an Oklahoma limited partnership, DDJET Limited LLP, a Texas limited liability partnership, and Chesapeake Operating, Inc., an Oklahoma corporation, (iii) the Contribution Agreement, (iv) the Omnibus Agreement, (v) the Amended and Restated Services Agreement, dated as of the Closing Date, by and among Chesapeake Midstream Management, L.L.C., a Delaware limited liability company, Chesapeake Operating, Inc., an Oklahoma Corporation, the General Partner, the Partnership, and Chesapeake MLP Operating, L.L.C., a Delaware limited liability company, (vi) the Gas Compressor Master Rental and Servicing Agreement, dated as of September 30, 2009, between MidCon Compression, LLC, a Delaware limited liability company, and Chesapeake Midstream Partners, L.L.C., a Delaware limited liability company, (vii) the Amended and Restated Employee Transfer Agreement, effective on the Closing Date, by and among Chesapeake Midstream Management, L.L.C., a Delaware limited liability company, Chesapeake, the General Partner, Chesapeake MLP Operating, L.L.C., a Delaware limited liability company, and Chesapeake Operating, Inc., an Oklahoma corporation, (viii) the Amended and Restated Employee Secondment Agreement, effective on the Closing Date, by and among Chesapeake, Chesapeake Midstream Management, L.L.C., a Delaware limited liability company, the General Partner, Chesapeake MLP Operating, L.L.C., a Delaware limited liability company, and Chesapeake Operating, Inc., an Oklahoma corporation, (ix) the Amended and Restated Shared Services Agreement, effective as of the Closing Date, by and between Chesapeake, the General Partner, the GIP Entities, and Chesapeake MLP Operating, L.L.C., (x) the Registration Rights Agreement, dated as of the Closing Date, by and among the Partnership, the GIP Entities and Chesapeake Holdings, (xi) the Master Recoupment Netting and Setoff Agreement, dated as of September 30, 2009 by and among Chesapeake, Chesapeake Energy Marketing, Inc., Chesapeake Operating, Inc., Chesapeake Exploration L.L.C, Chesapeake Louisiana L.P., DD JET, L.L.C., Chesapeake Midstream Management, L.L.C., Micon Compression, LLC and Chesapeake MLP Operating, L.L.C., (xii) the Guaranty, dated as of September 30, 2009, by Chesapeake in favor of Chesapeake MLP Operating, L.L.C. and the GIP Entities, (xiii) the Amended and Restated Adherence Agreement, effective on the Closing Date, by and among Chesapeake Midstream Development L.P., the Partnership, Chesapeake MLP Operating, L.L.C. and Chesapeake Midstream Ventures, L.L.C., (xiv) the Trademark License Agreement, effective on the Closing Date, by and among Chesapeake, Chesapeake Midstream Management, L.L.C., Chesapeake Operating, Inc., Chesapeake MLP Operating, L.L.C., Chesapeake Midstream Ventures, L.L.C., the General Partner and the Partnership, (xv) the Amended and Restated Inventory Purchase Letter, effective on the Closing Date, by and among Chesapeake MLP Operating, L.L.C. and Chesapeake Midstream Operating, L.L.C., (xvi) the Marketing and Noncompete Agreement, dated as of September 30, 2009, by and among Chesapeake MLP Operating, L.L.C, Chesapeake Exploration L.L.C., Chesapeake Louisiana L.P., DDJET Limited LLP, and (xvii) the Bond Indemnity Agreement, dated as of September 30, 2009, by and among Chesapeake Midstream Development L.P., Chesapeake and Chesapeake MLP Operating, L.L.C., in each case as may be amended, supplemented or restated from time to time.

“transfer” is defined in Section 4.4(a).

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“Transfer Agent” means such bank, trust company or other Person (including the General Partner or one of its Affiliates) as may be appointed from time to time by the Partnership to act as registrar and transfer agent for any class of Partnership Interests; provided, that if no Transfer Agent is specifically designated for any class of Partnership Interests, the General Partner shall act in such capacity.

“Underwriter” means each Person named as an underwriter in Schedule I to the Underwriting Agreement who purchases Common Units pursuant thereto.

“Underwriting Agreement” means that certain Underwriting Agreement, dated as of July 28, 2010, among the Underwriters, the Partnership, the General Partner and other parties thereto, providing for the purchase of Common Units by the Underwriters.

“Unit” means a Partnership Interest that is designated as a “Unit” and shall include Common Units and Subordinated Units but shall not include (i) the General Partner Interest or (ii) Incentive Distribution Rights.

“Unitholders” means the holders of Units.

“Unit Majority” means (i) during the Subordination Period, at least a majority of the Outstanding Common Units (excluding Common Units owned by the General Partner and its Affiliates), voting as a class, and at least a majority of the Outstanding Subordinated Units, voting as a class, and (ii) after the end of the Subordination Period, at least a majority of the Outstanding Common Units, voting as a single class.

“Unpaid MQD” is defined in Section 6.1(c)(i)(B).

“Unrealized Gain” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the fair market value of such property as of such date (as determined under Section 5.5(d)) over (b) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date).

“Unrealized Loss” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date) over (b) the fair market value of such property as of such date (as determined under Section 5.5(d)).

“Unrecovered Initial Unit Price” means at any time, with respect to a Unit, the Initial Unit Price less the sum of all distributions constituting Capital Surplus theretofore made in respect of an Initial Common Unit and any distributions of cash (or the Net Agreed Value of any distributions in kind) in connection with the dissolution and liquidation of the Partnership theretofore made in respect of an Initial Common Unit, adjusted as the General Partner determines to be appropriate to give effect to any distribution, subdivision, combination or reorganization of such Units.

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“Unrestricted Person” means (a) each Indemnitee, (b) each Partner, (c) each Person who is or was a member, partner, director, officer, employee or agent of any Group Member, a General Partner or any Departing General Partner or any Affiliate of any Group Member, a General Partner or any Departing General Partner and (d) any Person the General Partner designates as an “Unrestricted Person” for purposes of this Agreement.

“U.S. GAAP” means United States generally accepted accounting principles, as in effect from time to time, consistently applied.

“Withdrawal Opinion of Counsel” is defined in Section 11.1(b).

“Working Capital Borrowings” means borrowings used solely for working capital purposes or to pay distributions to Partners, made pursuant to a credit facility, commercial paper facility or other similar financing arrangement; provided that when incurred it is the intent of the borrower to repay such borrowings within 12 months from sources other than additional Working Capital Borrowings.

Section 1.2 Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; and (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

ARTICLE II

ORGANIZATION

Section 2.1 Formation. The General Partner and the Organizational Limited Partner have previously formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner and the Initial Limited Partners hereby amend and restate the original Agreement of Limited Partnership of Chesapeake Midstream Partners, L.P. in its entirety. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes.

Section 2.2 Name. The name of the Partnership shall be “Chesapeake Midstream Partners, L.P.”. The Partnership’s business may be conducted under any other name or names as determined by the General Partner, including the name of the General Partner. The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The General Partner may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.

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Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices. Unless and until changed by the General Partner, the registered office of the Partnership in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be Corporation Trust Company. The principal office of the Partnership shall be located at 777 NW Grand Boulevard, Oklahoma City, Oklahoma 73118, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner determines to be necessary or appropriate. The address of the General Partner shall be 777 NW Grand Boulevard, Oklahoma City, Oklahoma 73118, or such other place as the General Partner may from time to time designate by notice to the Limited Partners.

Section 2.4 Purpose and Business. The purpose and nature of the business to be conducted by the Partnership shall be to (a) engage directly in, or enter into or form, hold and dispose of any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the General Partner, in its sole discretion, and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Partnership pursuant to the agreements relating to such business activity, and (b) do anything necessary or appropriate to the foregoing, including the making of capital contributions or loans to a Group Member; provided, however, that the General Partner shall not cause the Partnership to engage, directly or indirectly, in any business activity that the General Partner determines would be reasonably likely to cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes. To the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve, and may, in its sole discretion, decline to propose or approve, the conduct by the Partnership of any business.

Section 2.5 Powers. The Partnership shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described in Section 2.4 and for the protection and benefit of the Partnership.

Section 2.6 Term. The term of the Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue in existence until the dissolution of the Partnership in accordance with the provisions of Article XII. The existence of the Partnership as a separate legal entity shall continue until the cancellation of the Certificate of Limited Partnership as provided in the Delaware Act.

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Section 2.7 Title to Partnership Assets. Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity and/or its Subsidiaries, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or more of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer of record title to the Partnership impracticable) to be vested in the Partnership as soon as reasonably practicable; provided, further, that, prior to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the General Partner. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.

ARTICLE III

RIGHTS OF LIMITED PARTNERS

Section 3.1 Limitation of Liability. The Limited Partners shall have no liability under this Agreement except as expressly provided in this Agreement or the Delaware Act.

Section 3.2 Management of Business. No Limited Partner, in its capacity as such, shall participate in the operation, management or control (within the meaning of the Delaware Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. Any action taken by any Affiliate of the General Partner or any officer, director, employee, manager, member, general partner, agent or trustee of the General Partner or any of its Affiliates, or any officer, director, employee, manager, member, general partner, agent or trustee of a Group Member, in its capacity as such, shall not be deemed to be participating in the control of the business of the Partnership by a limited partner of the Partnership (within the meaning of Section 17-303(a) of the Delaware Act) and shall not affect, impair or eliminate the limitations on the liability of the Limited Partners under this Agreement.

Section 3.3 Outside Activities of the Limited Partners. Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

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Section 3.4 Rights of Limited Partners.

(a) In addition to other rights provided by this Agreement or by applicable law, and except as limited by Section 3.4(b), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, the reasonableness of which having been determined by the General Partner, upon reasonable written demand stating the purpose of such demand, and at such Limited Partner’s own expense:

(i) to obtain true and full information regarding the status of the business and financial condition of the Partnership;

(ii) promptly after its becoming available, to obtain a copy of the Partnership’s federal, state and local income tax returns for each year;

(iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner;

(iv) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with copies of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed;

(v) to obtain true and full information regarding the amount of cash and a description and statement of the Net Agreed Value of any other Capital Contribution by each Partner and that each Partner has agreed to contribute in the future, and the date on which each became a Partner; and

(vi) to obtain such other information regarding the affairs of the Partnership as is just and reasonable.

(b) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner deems reasonable, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes (A) is not in the best interests of the Partnership Group, (B) could damage the Partnership Group or its business or (C) that any Group Member is required by law or by agreement with any third party to keep confidential (other than agreements with Affiliates of the Partnership the primary purpose of which is to circumvent the obligations set forth in this Section 3.4).

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ARTICLE IV

CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;

REDEMPTION OF PARTNERSHIP INTERESTS

Section 4.1 Certificates. Notwithstanding anything otherwise to the contrary herein, unless the General Partner shall determine otherwise in respect of some or all of any or all classes of Partnership Interests, Partnership Interests shall not be evidenced by certificates. Certificates that may be issued shall be executed on behalf of the Partnership by the Chairman of the Board, President or any Executive Vice President or Vice President and the Chief Financial Officer or the Secretary or any Assistant Secretary of the General Partner. If a Transfer Agent has been appointed for a class of Partnership Interests, no Certificate for such class of Partnership Interests shall be valid for any purpose until it has been countersigned by the Transfer Agent; provided, however, that if the General Partner elects to cause the Partnership to issue Partnership Interests of such class in global form, the Certificate shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Partnership Interests have been duly registered in accordance with the directions of the Partnership. Subject to the requirements of Section 6.7(c), if Common Units are evidenced by Certificates, on or after the date on which Subordinated Units are converted into Common Units pursuant to the terms of Section 5.7, the Record Holders of such Subordinated Units (i) if the Subordinated Units are evidenced by Certificates, may exchange such Certificates for Certificates evidencing Common Units or (ii) if the Subordinated Units are not evidenced by Certificates, shall be issued Certificates evidencing Common Units.

Section 4.2 Mutilated, Destroyed, Lost or Stolen Certificates.

(a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests as the Certificate so surrendered.

(b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate:

(i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen;

(ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and

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(iv) satisfies any other reasonable requirements imposed by the General Partner.

If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate.

(c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Section 4.3 Record Holders. The Partnership shall be entitled to recognize the Record Holder as the Partner with respect to any Partnership Interest and, accordingly, shall not be bound to recognize any equitable or other claim to, or interest in, such Partnership Interest on the part of any other Person, regardless of whether the Partnership shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange on which such Partnership Interests are listed or admitted to trading. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding Partnership Interests, as between the Partnership on the one hand, and such other Persons on the other, such representative Person shall be (a) the Record Holder of such Partnership Interest and (b) bound by this Agreement and shall have the rights and obligations of a Partner hereunder as, and to the extent, provided herein.

Section 4.4 Transfer Generally.

(a) The term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall mean a transaction (i) by which the General Partner assigns its General Partner Interest to another Person or by which a holder of Incentive Distribution Rights assigns its Incentive Distribution Rights to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise or (ii) by which the holder of a Limited Partner Interest (other than an Incentive Distribution Right) assigns such Limited Partner Interest to another Person who is or becomes a Limited Partner, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, excluding a pledge, encumbrance, hypothecation or mortgage but including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.

(b) No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IV. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article IV shall be, to the fullest extent permitted by law, null and void.

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(c) Nothing contained in this Agreement shall be construed to prevent a disposition by any stockholder, member, partner or other owner of the General Partner or any Limited Partner of any or all of the shares of stock, membership interests, partnership interests or other ownership interests in the General Partner or Limited Partner and the term “transfer” shall not mean any such disposition.

Section 4.5 Registration and Transfer of Limited Partner Interests.

(a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

(b) The Partnership shall not recognize any transfer of Limited Partner Interests evidenced by Certificates until the Certificates evidencing such Limited Partner Interests are surrendered for registration of transfer. No charge shall be imposed by the General Partner for such transfer; provided, that as a condition to the issuance of any new Certificate under this Section 4.5, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. Upon surrender of a Certificate for registration of transfer of any Limited Partner Interests evidenced by a Certificate, and subject to the provisions hereof, the appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and in the case of Certificates evidencing Limited Partner Interests for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Limited Partner Interests as was evidenced by the Certificate so surrendered.

(c) By acceptance of the transfer of any Limited Partner Interests in accordance with this Section 4.5 and except as provided in Section 4.9, each transferee of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred to such Person when any such transfer or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that the transferee has the capacity, power and authority to enter into this Agreement and (iv) makes the consents, acknowledgements and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement.

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(d) Subject to (i) the foregoing provisions of this Section 4.5, (ii) Section 4.3, (iii) Section 4.8, (iv) with respect to any class or series of Limited Partner Interests, the provisions of any statement of designations or an amendment to this Agreement establishing such class or series, (v) any contractual provisions binding on any Limited Partner and (vi) provisions of applicable law including the Securities Act, Limited Partner Interests (other than the Incentive Distribution Rights) shall be freely transferable.

(e) The General Partner and its Affiliates shall have the right at any time to transfer their Subordinated Units and Common Units (whether issued upon conversion of the Subordinated Units or otherwise) to one or more Persons.

Section 4.6 Transfer of the General Partner’s General Partner Interest.

(a) Subject to Section 4.6(c) below, prior to June 30, 2020, the General Partner shall not transfer all or any part of its General Partner Interest to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.

(b) Subject to Section 4.6(c) below, on or after June 30, 2020, the General Partner may at its option transfer all or any part of its General Partner Interest without Unitholder approval.

(c) Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability under the Delaware Act of any Limited Partner or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed) and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership or membership interest held by the General Partner as the general partner or managing member, if any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.2, be admitted to the Partnership as the General Partner effective immediately prior to the transfer of the General Partner Interest, and the business of the Partnership shall continue without dissolution.

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Section 4.7 Transfer of Incentive Distribution Rights. Prior to June 30, 2020, a holder of Incentive Distribution Rights may only transfer any or all of the Incentive Distribution Rights held by such holder without any consent of the Unitholders to (a) an Affiliate of such holder (other than an individual), or (b) another Person (other than an individual) in connection with (i) the merger or consolidation of such holder of Incentive Distribution Rights with or into such other Person, (ii) the transfer by such holder of all or substantially all of its assets to such other Person, (iii) the sale of all the ownership interests in such holder or (iv) the pledge, encumbrance, hypothecation or mortgage of the Incentive Distribution Rights in favor a Person providing bona fide debt financing to such holder as security or collateral for such debt financing and the transfer of Incentive Distribution Rights in connection with the exercise of any remedy of such Person in connection therewith, provided, that such holder entered into such debt financing transaction in good faith for a valid purpose other than the intent to circumvent the restrictions on transfer of Incentive Distribution Rights that would otherwise have applied. Any other transfer of the Incentive Distribution Rights prior to June 30, 2020 shall require the prior approval of holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates). On or after June 30, 2020, the General Partner or any other holder of Incentive Distribution Rights may transfer any or all of its Incentive Distribution Rights without Unitholder approval. Notwithstanding anything herein to the contrary, (i) the transfer of Common Units issued pursuant to Section 5.11 shall not be treated as a transfer of all or any part of the Incentive Distribution Rights and (ii) no transfer of Incentive Distribution Rights to another Person shall be permitted unless the transferee agrees to be bound by the provisions of this Agreement; provided, that no such agreement shall be required for the pledge, encumbrance, hypothecation or mortgage of the incentive distribution rights.

Section 4.8 Restrictions on Transfers.

(a) Except as provided in Section 4.8(d) below, but notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed).

(b) The General Partner may impose restrictions on the transfer of Partnership Interests if it determines, with the advice of counsel, that such restrictions are necessary or advisable to (i) avoid a significant risk of the Partnership becoming taxable as a corporation or otherwise becoming taxable as an entity for federal income tax purposes or (ii) preserve the uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may impose such restrictions by amending this Agreement; provided, however, that any amendment that would result in the delisting or suspension of trading of any class of Limited Partner Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then listed or admitted to trading must be approved, prior to such amendment being effected, by the holders of at least a majority of the Outstanding Limited Partner Interests of such class.

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(c) The transfer of a Subordinated Unit that has converted into a Common Unit shall be subject to the restrictions imposed by Section 6.7.

(d) Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed or admitted to trading.

(e) Each certificate evidencing Partnership Interests shall bear a conspicuous legend in substantially the following form:

THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF CHESAPEAKE MIDSTREAM PARTNERS, L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF CHESAPEAKE MIDSTREAM PARTNERS, L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE CHESAPEAKE MIDSTREAM PARTNERS, L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). CHESAPEAKE MIDSTREAM GP, L.L.C., THE GENERAL PARTNER OF CHESAPEAKE MIDSTREAM PARTNERS, L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF CHESAPEAKE MIDSTREAM PARTNERS, L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

Section 4.9 Eligibility Certificates; Ineligible Holders.

(a) If at any time the General Partner determines, with the advice of counsel, that

(i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the federal income tax status) of one or more Limited Partners, has or will reasonably likely have a material adverse effect on the maximum applicable rate that can be charged to customers by Subsidiaries of the Partnership (a “Rate Eligibility Trigger”), or

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(ii) any Group Member is subject to any federal, state or local law or regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner (a “Citizenship Eligibility Trigger”);

then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Limited Partners whose federal income tax status does not or would not have a material adverse effect on the maximum applicable rate that can be charged to customers by Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partner as the General Partner determines to be necessary to establish and those Limited Partners whose status as a Limited Partner does not or would not subject any Group Member to a significant risk of cancellation or forfeiture of any of its properties or interests therein.

(b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as a Limited Partner (any such required certificate, an “Eligibility Certificate”).

(c) Such amendments may provide that any Limited Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner is not an Eligible Holder (such a Limited Partner an “Ineligible Holder”), the Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.10. In addition, the General Partner shall be substituted for all Limited Partners that are Ineligible Holder as the Limited Partner in respect of the Ineligible Holder’s Limited Partner Interests.

(d) The General Partner shall, in exercising voting rights in respect of Limited Partner Interests held by it on behalf of Ineligible Holders, distribute the votes in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter.

(e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible

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Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes as a purchase by the Partnership from the Ineligible Holder of his Limited Partner Interest (representing his right to receive his share of such distribution in kind).

(f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.10, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the Limited Partner in respect of the Ineligible Holder’s Limited Partner Interests.

Section 4.10 Redemption of Partnership Interests of Ineligible Holders.

(a) If at any time a Limited Partner fails to furnish an Eligibility Certification or other information requested within a reasonable period of time specified in amendments adopted pursuant to Section 4.9, or if upon receipt of such Eligibility Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner is an Ineligible Holder, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is not an Ineligible Holder or has transferred his Limited Partner Interests to a Person who is an Eligible Holder and who furnishes an Eligibility Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows:

(i) The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited Partner, at his last address designated on the records of the Partnership or the Transfer Agent, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon redemption of the Redeemable Interests (or, if later in the case of Redeemable Interests evidenced by Certificates, upon surrender of the Certificate evidencing the Redeemable Interests and that on and after the date fixed for redemption no further allocations or distributions to which the Limited Partner would otherwise be entitled in respect of the Redeemable Interests will accrue or be made.

(ii) The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 5% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date.

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(iii) The Limited Partner or his duly authorized representative shall be entitled to receive the payment for the Redeemable Interests at the place of payment specified in the notice of redemption on the redemption date (or, if later in the case of Redeemable Interests evidenced by Certificates, upon surrender by or on behalf of the Limited Partner or Transferee at the place specified in the notice of redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank).

(iv) After the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Limited Partner Interests.

(b) The provisions of this Section 4.10 shall also be applicable to Limited Partner Interests held by a Limited Partner as nominee of a Person determined to be other than an Eligible Holder.

(c) Nothing in this Section 4.10 shall prevent the recipient of a notice of redemption from transferring his Limited Partner Interest before the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the General Partner shall withdraw the notice of redemption, provided the transferee of such Limited Partner Interest certifies to the satisfaction of the General Partner that he is an Eligible Holder. If the transferee fails to make such certification, such redemption shall be effected from the transferee on the original redemption date.

ARTICLE V

CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

Section 5.1 Organizational Contributions. In connection with the formation of the Partnership under the Delaware Act, the General Partner made an initial Capital Contribution to the Partnership in the amount of $20.00 in exchange for a General Partner Interest equal to a 2% Percentage Interest and has been admitted as the General Partner of the Partnership. The Organizational Limited Partner made an initial Capital Contribution to the Partnership in the amount of $980.00 in exchange for a Limited Partner Interest equal to a 98% Percentage Interest and has been admitted as a Limited Partner of the Partnership. Subsequent to the formation of the Partnership, the Organizational Limited Partner distributed its Limited Partner Interest to the Initial Limited Partners. As of the Closing Date, and effective with the admission of another Limited Partner to the Partnership, the interests of the General Partner and the Initial Limited Partners shall be redeemed as provided in the Contribution Agreement and the initial Capital Contributions of (i) the Organizational Limited Partner shall be refunded to the Initial Limited Partners and (ii) the General Partner shall be refunded to the General Partner. Ninety-eight percent of any interest or other profit that may have resulted from the investment or other use of such initial Capital Contributions shall be allocated and distributed to the Initial Limited Partners, and the balance thereof shall be allocated and distributed to the General Partner, as provided in the Contribution Agreement.

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Section 5.2 Contributions by the General Partner and its Affiliates.

(a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall contribute to the Partnership, as a Capital Contribution, the GP Interest (as defined in the Contribution Agreement), in exchange for (A) a continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights; (ii) Chesapeake Holdings shall contribute to the Partnership, as a Capital Contribution, the Holdings LP Interest (as defined in the Contribution Agreement) in exchange for 23,913,061 Common Units and 34,538,061 Subordinated Units; (iii) GIP-A shall contribute to the Partnership, as a Capital Contribution, the GIP-A LP Interest (as defined in the Contribution Agreement) in exchange for 7,287,810 Common Units, 12,144,753 Subordinated Units and the right to receive 35.1633907% of the Deferred Issuance and Distribution; (iv) GIP-B shall contribute to the Partnership, as a Capital Contribution, the GIP-B LP Interest (as defined in the Contribution Agreement) in exchange for 2,826,853 Common Units, 4,710,802 Subordinated Units and the right to receive 13.6394516% of the Deferred Issuance and Distribution; and (v) GIP-C shall contribute to the Partnership, as a Capital Contribution, the GIP-C LP Interest (as defined in the Contribution Agreement) in exchange for 10,610,898 Common Units, 17,682,506 Subordinated Units and the right to receive 51.1971577% of the Deferred Issuance and Distribution.

(b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any Common Units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 12.8, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Section 5.3 Contributions by Initial Limited Partners.

(a) On the Closing Date and pursuant to the Underwriting Agreement, each Underwriter shall contribute cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement.

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(b) Upon the exercise, if any, of the Over-Allotment Option, each Underwriter shall contribute cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement.

(c) No Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Section 5.4 Interest and Withdrawal. No interest shall be paid by the Partnership on Capital Contributions. No Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon liquidation of the Partnership may be considered as such by law and then only to the extent provided for in this Agreement. Except to the extent expressly provided in this Agreement, no Partner shall have priority over any other Partner either as to the return of Capital Contributions or as to profits, losses or distributions. Any such return shall be a compromise to which all Partners agree within the meaning of Section 17-502(b) of the Delaware Act.

Section 5.5 Capital Accounts.

(a) The Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner) owning a Partnership Interest a separate Capital Account with respect to such Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Partnership with respect to such Partnership Interest and (ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1, and decreased by (x) the amount of cash or Net Agreed Value of all actual and deemed distributions of cash or property made with respect to such Partnership Interest and (y) all items of Partnership deduction and loss computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1.

(b) For purposes of computing the amount of any item of income, gain, loss or deduction that is to be allocated pursuant to Article VI and is to be reflected in the Partners’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes (including any method of depreciation, cost recovery or amortization used for that purpose), provided, that:

(i) Solely for purposes of this Section 5.5, the Partnership shall be treated as owning directly its proportionate share (as determined by the General Partner based upon the provisions of the applicable Group Member Agreement) of all property owned by (x) any other Group Member that is classified as a partnership for federal income tax purposes and (y) any other partnership, limited liability company, unincorporated business or other entity classified as a partnership for federal income tax purposes of which a Group Member is, directly or indirectly, a partner, member or other equity holder.

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(ii) All fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a Partnership Interest that can neither be deducted nor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated as an item of deduction at the time such fees and other expenses are incurred and shall be allocated among the Partners pursuant to Section 6.1.

(iii) Except as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code that may be made by the Partnership and, as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or loss.

(iv) Any income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Partnership’s Carrying Value with respect to such property as of such date.

(v) In accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery or amortization attributable to any Contributed Property shall be determined as if the adjusted basis of such property on the date it was acquired by the Partnership were equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 5.5(d) to the Carrying Value of any Partnership property subject to depreciation, cost recovery or amortization, any further deductions for such depreciation, cost recovery or amortization attributable to such property shall be determined under the rules prescribed by Treasury Regulation Section 1.704-3(d)(2) as if the adjusted basis of such property were equal to the Carrying Value of such property immediately following such adjustment.

(vi) The Gross Liability Value of each Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i) shall be adjusted at such times as provided in this Agreement for an adjustment to Carrying Values. The amount of any such adjustment shall be treated for purposes hereof as an item of loss (if the adjustment increases the Carrying Value of such Liability of the Partnership) or an item of gain (if the adjustment decreases the Carrying Value of such Liability of the Partnership).

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(c)(i) A transferee of a Partnership Interest shall succeed to a pro rata portion of the Capital Account of the transferor relating to the Partnership Interest so transferred.

(ii) Subject to Section 6.7(c), immediately prior to the transfer of a Subordinated Unit or of a Subordinated Unit that has converted into a Common Unit pursuant to Section 5.7 by a holder thereof (other than a transfer to an Affiliate unless the General Partner elects to have this subparagraph 5.5(c)(ii) apply), the Capital Account maintained for such Person with respect to its Subordinated Units or converted Subordinated Units will (A) first, be allocated to the Subordinated Units or converted Subordinated Units to be transferred in an amount equal to the product of (x) the number of such Subordinated Units or converted Subordinated Units to be transferred and (y) the Per Unit Capital Amount for a Common Unit, and (B) second, any remaining balance in such Capital Account will be retained by the transferor, regardless of whether it has retained any Subordinated Units or converted Subordinated Units. Following any such allocation, the transferor’s Capital Account, if any, maintained with respect to the retained Subordinated Units or retained converted Subordinated Units, if any, will have a balance equal to the amount allocated under clause (B) hereinabove, and the transferee’s Capital Account established with respect to the transferred Subordinated Units or transferred converted Subordinated Units will have a balance equal to the amount allocated under clause (A) hereinabove.

(d)(i) Consistent with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Partnership Interests for cash or Contributed Property, the issuance of Partnership Interests as consideration for the provision of services, or the conversion of the General Partner’s Combined Interest to Common Units pursuant to Section 11.3(b), the Carrying Value of each Partnership property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, and any such Unrealized Gain or Unrealized Loss shall be treated, for purposes of maintaining Capital Accounts, as if it had been recognized on an actual sale of each such property for an amount equal to its fair market value immediately prior to such issuance and had been allocated among the Partners at such time pursuant to Section 6.1 in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated; provided, however, that in the event of an issuance of Partnership Interests for a de minimis amount of cash or Contributed Property, or in the event of an issuance of a de minimis amount of Partnership Interests as consideration for the provision of services, the General Partner may determine that such adjustments are unnecessary for the proper administration of the Partnership. In determining such Unrealized Gain or Unrealized Loss, the aggregate fair market value of all Partnership property (including cash or cash equivalents) immediately prior to the issuance of additional Partnership Interests shall be determined by the General Partner using such method of valuation as it may adopt. In making its determination of the fair market values of individual properties, the General Partner may determine that it is appropriate to first determine an aggregate value for the Partnership, based on the current trading price of the Common Units, and taking fully into account the fair market value of the Partnership Interests of all Partners at such time, and then allocate such aggregate value among the individual properties of the Partnership (in such manner as it determines appropriate).

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(ii) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed distribution to a Partner of any Partnership property (other than a distribution of cash that is not in redemption or retirement of a Partnership Interest), the Carrying Value of all Partnership property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, and any such Unrealized Gain or Unrealized Loss shall be treated, for purposes of maintaining Capital Accounts, as if it had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value, and had been allocated among the Partners, at such time, pursuant to Section 6.1 in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated. In determining such Unrealized Gain or Unrealized Loss the aggregate fair market value of all Partnership property (including cash or cash equivalents) immediately prior to a distribution shall (A) in the case of an actual distribution that is not made pursuant to Section 12.4 or in the case of a deemed distribution, be determined in the same manner as that provided in Section 5.5(d)(i) or (B) in the case of a liquidating distribution pursuant to Section 12.4, be determined by the Liquidator using such method of valuation as it may adopt.

Section 5.6 Issuances of Additional Partnership Interests.

(a) The Partnership may issue additional Partnership Interests and options, rights, warrants and appreciation rights relating to the Partnership Interests (including as described in Section 7.4(c)) for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

(b) Each additional Partnership Interest authorized to be issued by the Partnership pursuant to Section 5.6(a) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Partnership Interests), as shall be fixed by the General Partner, including (i) the right to share in Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Partnership Interest (including sinking fund provisions); (v) whether such Partnership Interest is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Partnership Interest will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Partnership Interest; and (viii) the right, if any, of each such Partnership Interest to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Interest.

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(c) The General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Partnership Interests and options, rights, warrants and appreciation rights relating to Partnership Interests pursuant to this Section 5.6, including Common Units issued in connection with the Deferred Issuance and Distribution, (ii) the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, (iii) the issuance of Common Units pursuant to Section 5.11, (iv) reflecting admission of such additional Limited Partners in the books and records of the Partnership as the Record Holder of such Limited Partner Interest and (v) all additional issuances of Partnership Interests. The General Partner shall determine the relative rights, powers and duties of the holders of the Units or other Partnership Interests being so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Partnership Interests or in connection with the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Interests are listed or admitted to trading.

(d) No fractional Units shall be issued by the Partnership.

Section 5.7 Conversion of Subordinated Units.

(a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.

(b) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units may convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.

(c) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7.

Section 5.8 Limited Preemptive Right. Except as provided in this Section 5.8 and in Section 5.2 or as otherwise provided in a separate agreement by the Partnership, no Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Interest, whether unissued, held in the treasury or hereafter created. The General Partner shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates or the beneficial owners thereof or any of their respective Affiliates, to purchase Partnership Interests from the Partnership whenever, and on the same terms that, the Partnership issues Partnership Interests to Persons other than the General Partner and its Affiliates or such beneficial owners or any of their respective Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and its Affiliates and such beneficial owners or any of their respective Affiliates equal to that which existed immediately prior to the issuance of such Partnership Interests.

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Section 5.9 Splits and Combinations.

(a) Subject to Section 5.9(d), Section 6.6 and Section 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Interests to all Record Holders or may effect a subdivision or combination of Partnership Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnership.

(b) Whenever such a distribution, subdivision or combination of Partnership Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.

(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates to the Record Holders of Partnership Interests as of the applicable Record Date representing the new number of Partnership Interests held by such Record Holders, or the General Partner may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, the surrender of any Certificate held by such Record Holder immediately prior to such Record Date.

(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.9(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests. All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Section 17-607 or 17-804 of the Delaware Act.

Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights.

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(a) Subject to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated Units outstanding and the Partnership has made a distribution pursuant to Section 6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “IDR Reset Election”) to cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “IDR Reset Common Units”) derived by dividing (i) the average amount of cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice (as defined in Section 5.11(b)) in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the “Reset MQD”) (the number of Common Units determined by such quotient is referred to herein as the “Aggregate Quantity of IDR Reset Common Units”). The Percentage Interest of the General Partner after the issuance of the Aggregate Quantity of IDR Reset Common Units shall equal the Percentage Interest of the General Partner prior to the issuance of the Aggregate Quantity of IDR Reset Common Units and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in order to maintain its Percentage Interest in connection therewith. The making of the IDR Reset Election in the manner specified in Section 5.11(b) shall cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive Common Units on the basis specified above, without any further approval required by the General Partner or the Unitholders, at the time specified in Section 5.11(c) unless the IDR Reset Election is rescinded pursuant to Section 5.11(d).

(b) To exercise the right specified in Section 5.11(a), the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall deliver a written notice (the “Reset Notice”) to the Partnership. Within 10 Business Days after the receipt by the Partnership of such Reset Notice, as the case may be, the Partnership shall deliver a written notice to the holder or holders of the Incentive Distribution Rights of the Partnership’s determination of the aggregate number of Common Units which each holder of Incentive Distribution Rights will be entitled to receive.

(c) The holder or holders of the Incentive Distribution Rights will be entitled to receive the Aggregate Quantity of IDR Reset Common Units on the fifteenth Business Day after receipt by the Partnership of the Reset Notice; provided, however, that the issuance of Common Units to the holder or holders of the Incentive Distribution Rights shall not occur prior to the approval of the listing or admission for trading of such Common Units by the principal National Securities Exchange upon which the Common Units are then listed or admitted for trading if any such approval is required pursuant to the rules and regulations of such National Securities Exchange.

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(d) If the principal National Securities Exchange upon which the Common Units are then traded has not approved the listing or admission for trading of the Common Units to be issued pursuant to this Section 5.11 on or before the 30th calendar day following the Partnership’s receipt of the Reset Notice and such approval is required by the rules and regulations of such National Securities Exchange, then the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right to either rescind the IDR Reset Election or elect to receive other Partnership Interests having such terms as the General Partner may approve, with the approval of the Conflicts Committee, that will provide (i) the same economic value, in the aggregate, as the Aggregate Quantity of IDR Reset Common Units would have had at the time of the Partnership’s receipt of the Reset Notice, as determined by the General Partner, and (ii) for the subsequent conversion of such Partnership Interests into Common Units within not more than 12 months following the Partnership’s receipt of the Reset Notice upon the satisfaction of one or more conditions that are reasonably acceptable to the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights).

(e) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution shall be adjusted at the time of the issuance of Common Units or other Partnership Interests pursuant to this Section 5.11 such that (i) the Minimum Quarterly Distribution shall be reset to equal to the Reset MQD, (ii) the First Target Distribution shall be reset to equal 115% of the Reset MQD, (iii) the Second Target Distribution shall be reset to equal to 125% of the Reset MQD and (iv) the Third Target Distribution shall be reset to equal 150% of the Reset MQD.

(f) Upon the issuance of IDR Reset Common Units pursuant to Section 5.11(a), the Capital Account maintained with respect to the Incentive Distribution Rights shall (A) first, be allocated to IDR Reset Common Units in an amount equal to the product of (x) the Aggregate Quantity of IDR Reset Common Units and (y) the Per Unit Capital Amount for an Initial Common Unit, and (B) second, any remaining balance in such Capital Account will be retained by the holder of the Incentive Distributions Rights. In the event that there is not a sufficient Capital Account associated with the Incentive Distribution Rights to allocate the full Per Unit Capital Amount for an Initial Common Unit to the IDR Reset Common Units in accordance with clause (A) of this Section 5.11(f), the IDR Reset Common Units shall be subject to Sections 6.1(d)(x)(B) and (C).

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ARTICLE VI

ALLOCATIONS AND DISTRIBUTIONS

Section 6.1 Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed in accordance with Section 5.5(b)) for each taxable period shall be allocated among the Partners as provided herein below.

(a) Net Income. Net Income for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Income for such taxable period shall be allocated as follows:

(i) First, to the General Partner until the aggregate of the Net Income allocated to the General Partner pursuant to this Section 6.1(a)(i) and the Net Termination Gain allocated to the General Partner pursuant to Section 6.1(c)(i)(A) or Section 6.1(c)(iv)(A) for the current and all previous taxable periods is equal to the aggregate of the Net Loss allocated to the General Partner pursuant to Section 6.1(b)(ii) for all previous taxable periods and the Net Termination Loss allocated to the General Partner pursuant to Section 6.1(c)(ii)(D) or Section 6.1(c)(iii)(B) for the current and all previous taxable periods; and

(ii) The balance, if any, (x) to the General Partner in accordance with its Percentage Interest, and (y) to all Unitholders, Pro Rata, a percentage equal to 100% less the percentage applicable to subclause (x).

(b) Net Loss. Net Loss for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Loss for such taxable period shall be allocated as follows:

(i) First, to the General Partner and the Unitholders, Pro Rata; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable period (or increase any existing deficit balance in its Adjusted Capital Account); and

(ii) The balance, if any, 100% to the General Partner;

(c) Net Termination Gains and Losses. Net Termination Gain or Net Termination Loss (including a pro rata part of each item of income, gain, loss and deduction taken into account in computing Net Termination Gain or Net Termination Loss) for such taxable period shall be allocated in the manner set forth in this Section 6.1(c). All allocations under this Section 6.1(c) shall be made after Capital Account balances have been adjusted by all other allocations provided under this Section 6.1 and after all distributions of Available Cash provided under Section 6.4 and Section 6.5 have been made; provided, however, that solely for purposes of this Section 6.1(c), Capital Accounts shall not be adjusted for distributions made pursuant to Section 12.4.

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(i) Except as provided in Section 6.1(c)(iv), Net Termination Gain (including a pro rata part of each item of income, gain, loss, and deduction taken into account in computing Net Termination Gain) shall be allocated:

(A) First, to the General Partner until the aggregate of the Net Termination Gain allocated to the General Partner pursuant to this Section 6.1(c)(i)(A) or Section 6.1(c)(iv)(A) and the Net Income allocated to the General Partner pursuant to Section 6.1(a)(i) for the current and all previous taxable periods is equal to the aggregate of the Net Loss allocated to the General Partner pursuant to Section 6.1(b)(ii) for all previous taxable periods and the Net Termination Loss allocated to the General Partner pursuant to Section 6.1(c)(ii)(D) or Section 6.1(c)(iii)(B) for all previous taxable periods;

(B) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until the Capital Account in respect of each Common Unit then Outstanding is equal to the sum of (1) its Unrecovered Initial Unit Price, (2) the Minimum Quarterly Distribution for the Quarter during which the Liquidation Date occurs, reduced by any distribution pursuant to Section 6.4(a)(i) or Section 6.4(b)(i) with respect to such Common Unit for such Quarter (the amount determined pursuant to this clause (2) is hereinafter referred to as the “Unpaid MQD”) and (3) any then existing Cumulative Common Unit Arrearage;

(C) Third, if such Net Termination Gain is recognized (or is deemed to be recognized) prior to the conversion of the last Outstanding Subordinated Unit into a Common Unit, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until the Capital Account in respect of each Subordinated Unit then Outstanding equals the sum of (1) its Unrecovered Initial Unit Price, determined for the taxable period (or portion thereof) to which this allocation of gain relates, and (2) the Minimum Quarterly Distribution for the Quarter during which the Liquidation Date occurs, reduced by any distribution pursuant to Section 6.4(a)(iii) with respect to such Subordinated Unit for such Quarter;

(D) Fourth, 100% to the General Partner and all Unitholders, Pro Rata, until the Capital Account in respect of each Common Unit then Outstanding is equal to the sum of (1) its Unrecovered Initial Unit Price, (2) the Unpaid MQD, (3) any then existing Cumulative Common Unit Arrearage, and (4) the excess of (aa) the First Target Distribution less the Minimum Quarterly Distribution for

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each Quarter of the Partnership’s existence over (bb) the cumulative per Unit amount of any distributions of Available Cash that is deemed to be Operating Surplus made pursuant to Section 6.4(a)(iv) and Section 6.4(b)(ii) (the sum of (1), (2), (3) and (4) is hereinafter referred to as the “First Liquidation Target Amount”);

(E) Fifth, (x) to the General Partner in accordance with its Percentage Interest, (y) 13% to the holders of the Incentive Distribution Rights, Pro Rata, and (z) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (E), until the Capital Account in respect of each Common Unit then Outstanding is equal to the sum of (1) the First Liquidation Target Amount, and (2) the excess of (aa) the Second Target Distribution less the First Target Distribution for each Quarter of the Partnership’s existence over (bb) the cumulative per Unit amount of any distributions of Available Cash that is deemed to be Operating Surplus made pursuant to Section 6.4(a)(v) and Section 6.4(b)(iii) (the sum of (1) and (2) is hereinafter referred to as the “Second Liquidation Target Amount”);

(F) Sixth, (x) to the General Partner in accordance with its Percentage Interest, (y) 23% to the holders of the Incentive Distribution Rights, Pro Rata, and (z) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (F), until the Capital Account in respect of each Common Unit then Outstanding is equal to the sum of (1) the Second Liquidation Target Amount, and (2) the excess of (aa) the Third Target Distribution less the Second Target Distribution for each Quarter of the Partnership’s existence over (bb) the cumulative per Unit amount of any distributions of Available Cash that is deemed to be Operating Surplus made pursuant to Section 6.4(a)(vi) and Section 6.4(b)(iv); and

(G) Finally, (x) to the General Partner in accordance with its Percentage Interest, (y) 48% to the holders of the Incentive Distribution Rights, Pro Rata, and (z) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (G).

(ii) Except as otherwise provided by Section 6.1(c)(iii) Net Termination Loss (including a pro rata part of each item of income, gain, loss, and deduction taken into account in computing Net Termination Loss) shall be allocated:

(A) First, if Subordinated Units remain Outstanding, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until the Capital Account in respect of each Subordinated Unit then Outstanding has been reduced to zero;

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(B) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until the Capital Account in respect of each Common Unit then Outstanding has been reduced to zero;

(C) Third, to the General Partner and the Unitholders, Pro Rata; provided that Net Termination Loss shall not be allocated pursuant to this Section 6.1(c)(ii)(C) to the extent such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit in its Adjusted Capital Account); and

(D) Fourth, the balance, if any, 100% to the General Partner.

(iii) Any Net Termination Loss deemed recognized pursuant to Section 5.5(d) prior to a Liquidation Date shall be allocated:

(A) First, to the General Partner and the Unitholders, Pro Rata; provided that Net Termination Loss shall not be allocated pursuant to this Section 6.1(c)(iii)(A) to the extent such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable period (or increase any existing deficit in its Adjusted Capital Account); and

(B) The balance, if any, to the General Partner.

(iv) If a Net Termination Loss has been allocated pursuant to Section 6.1(c)(iii), subsequent Net Termination Gain deemed recognized pursuant to Section 5.5(d) prior to a Liquidation Date shall be allocated:

(A) First, to the General Partner until the aggregate Net Termination Gain allocated to the General Partner pursuant to this Section 6.1(c)(iv)(A) is equal to the aggregate Net Termination Loss previously allocated pursuant to Section 6.1(c)(iii)(B);

(B) Second, to the General Partner and the Unitholders, Pro Rata, until the aggregate Net Termination Gain allocated pursuant to this Section 6.1(c)(iv)(B) is equal to the aggregate Net Termination Loss previously allocated pursuant to Section 6.1(c)(iii)(A); and

(C) The balance, if any, pursuant to the provisions of Section 6.1(c)(i).

(d) Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for such taxable period:

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(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(iii) Priority Allocations.

(A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross

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income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution.

(B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

(iv) Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership gross income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible; provided, that an allocation pursuant to this Section 6.1(d)(iv) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively made as if this Section 6.1(d)(iv) were not in this Agreement.

(v) Gross Income Allocation. In the event any Partner has a deficit balance in its Capital Account at the end of any taxable period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 6.1(d)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively made as if Section 6.1(d)(iv) and this Section 6.1(d)(v) were not in this Agreement.

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(vi) Nonrecourse Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Partners Pro Rata. If the General Partner determines that the Partnership’s Nonrecourse Deductions should be allocated in a different ratio to satisfy the safe harbor requirements of the Treasury Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the other Partners, to revise the prescribed ratio to the numerically closest ratio that does satisfy such requirements.

(vii) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, such Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss.

(viii) Nonrecourse Liabilities. For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners Pro Rata.

(ix) Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

(x) Economic Uniformity; Changes in Law.

(A) At the election of the General Partner with respect to any taxable period ending upon, or after, the termination of the Subordination Period, all or a portion of the remaining items of Partnership gross income or gain for such taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii), shall be allocated 100% to each Partner holding Subordinated Units that are Outstanding as of the termination of the Subordination Period (“Final Subordinated Units”) in the proportion of the number of Final Subordinated Units held by such Partner to the total number of Final Subordinated Units then

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Outstanding, until each such Partner has been allocated an amount of gross income or gain that increases the Capital Account maintained with respect to such Final Subordinated Units to an amount that after taking into account the other allocations of income, gain, loss and deduction to be made with respect to such taxable period will equal the product of (A) the number of Final Subordinated Units held by such Partner and (B) the Per Unit Capital Amount for a Common Unit. The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Final Subordinated Units and the Capital Accounts underlying Common Units held by Persons other than the General Partner and its Affiliates immediately prior to the conversion of such Final Subordinated Units into Common Units. This allocation method for establishing such economic uniformity will be available to the General Partner only if the method for allocating the Capital Account maintained with respect to the Subordinated Units between the transferred and retained Subordinated Units pursuant to Section 5.5(c)(ii) does not otherwise provide such economic uniformity to the Final Subordinated Units.

(B) With respect to an event triggering an adjustment to the Carrying Value of Partnership property pursuant to Section 5.5(d) during any taxable period of the Partnership ending upon, or after, the issuance of IDR Reset Common Units pursuant to Section 5.11, after the application of Section 6.1(d)(x)(A), any Unrealized Gains and Unrealized Losses shall be allocated among the Partners in a manner that to the nearest extent possible results in the Capital Accounts maintained with respect to such IDR Reset Common Units issued pursuant to Section 5.11 equaling the product of (A) the Aggregate Quantity of IDR Reset Common Units and (B) the Per Unit Capital Amount for an Initial Common Unit.

(C) With respect to any taxable period during which an IDR Reset Unit is transferred to any Person who is not an Affiliate of the transferor, all or a portion of the remaining items of Partnership gross income or gain for such taxable period shall be allocated 100% to the transferor Partner of such transferred IDR Reset Unit until such transferor Partner has been allocated an amount of gross income or gain that increases the Capital Account maintained with respect to such transferred IDR Reset Unit to an amount equal to the Per Unit Capital Amount for an Initial Common Unit.

(D) For the proper administration of the Partnership and for the preservation of uniformity of the Limited Partner Interests (or any class or classes thereof), the General Partner shall (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations of income, gain, loss, deduction, Unrealized Gain or Unrealized Loss; and (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of

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Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 6.1(d)(x)(D) only if such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Limited Partner Interests issued and Outstanding or the Partnership, and if such allocations are consistent with the principles of Section 704 of the Code.

(xi) Curative Allocation.

(A) Notwithstanding any other provision of this Section 6.1, other than the Required Allocations, the Required Allocations shall be taken into account in making the Agreed Allocations so that, to the extent possible, the net amount of items of gross income, gain, loss and deduction allocated to each Partner pursuant to the Required Allocations and the Agreed Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner under the Agreed Allocations had the Required Allocations and the related Curative Allocation not otherwise been provided in this Section 6.1. In exercising its discretion under this Section 6.1(d)(xi)(A), the General Partner may take into account future Required Allocations that, although not yet made, are likely to offset other Required Allocations previously made. Allocations pursuant to this Section 6.1(d)(xi)(A) shall only be made with respect to Required Allocations to the extent the General Partner determines that such allocations will otherwise be inconsistent with the economic agreement among the Partners.

(B) The General Partner shall, with respect to each taxable period, (1) apply the provisions of Section 6.1(d)(xi)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Section 6.1(d)(xi)(A) among the Partners in a manner that is likely to minimize such economic distortions.

(xii) Corrective and Other Allocations. In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply:

(A) Except as provided in Section 6.1(d)(xii)(B), in the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) hereof), the General Partner shall allocate such Additional Book Basis Derivative Items to (1) the holders of Incentive Distribution Rights and the General Partner to the same extent that the Unrealized Gain or Unrealized Loss giving rise to such Additional Book Basis Derivative Items was allocated to them pursuant to Section 5.5(d) and (2) all Unitholders, Pro Rata, to the extent that the Unrealized Gain or Unrealized Loss giving rise to such Additional Book Basis Derivative Items was allocated to any Unitholders pursuant to Section 5.5(d).

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(B) In the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) hereof or an allocation of Net Termination Gain or Net Termination Loss pursuant to Section 6.1(c) hereof) as a result of a sale or other taxable disposition of any Partnership asset that is an Adjusted Property (“Disposed of Adjusted Property”), the General Partner shall allocate (1) additional items of gross income and gain (aa) away from the holders of Incentive Distribution Rights and (bb) to the Unitholders, or (2) additional items of deduction and loss (aa) away from the Unitholders and (bb) to the holders of Incentive Distribution Rights, to the extent that the Additional Book Basis Derivative Items allocated to the Unitholders exceed their Share of Additional Book Basis Derivative Items with respect to such Disposed of Adjusted Property. Any allocation made pursuant to this Section 6.1(d)(xii)(B) shall be made after all of the other Agreed Allocations have been made as if this Section 6.1(d)(xii) were not in this Agreement and, to the extent necessary, shall require the reallocation of items that have been allocated pursuant to such other Agreed Allocations.

(C) In the case of any negative adjustments to the Capital Accounts of the Partners resulting from a Book-Down Event or from the recognition of a Net Termination Loss, such negative adjustment (1) shall first be allocated, to the extent of the Aggregate Remaining Net Positive Adjustments, in such a manner, as determined by the General Partner, that to the extent possible the aggregate Capital Accounts of the Partners will equal the amount that would have been the Capital Account balances of the Partners if no prior Book-Up Events had occurred, and (2) any negative adjustment in excess of the Aggregate Remaining Net Positive Adjustments shall be allocated pursuant to Section 6.1(c) hereof.

(D) For purposes of this Section 6.1(d)(xii), the Unitholders shall be treated as being allocated Additional Book Basis Derivative Items to the extent that such Additional Book Basis Derivative Items have reduced the amount of income that would otherwise have been allocated to the Unitholders under this Agreement. In making the allocations required under this Section 6.1(d)(xii), the General Partner may apply whatever conventions or other methodology it determines will satisfy the purpose of this Section 6.1(d)(xii). Without limiting the foregoing, if an Adjusted Property is contributed by the Partnership to another entity classified as a partnership for federal income tax purposes (the “lower tier partnership”), the General Partner may make allocations similar to those described in Sections 6.1(d)(xii)(A)–(C) to the extent the General Partner determines such allocations are necessary to account for the Partnership’s allocable share of income, gain, loss and deduction of the lower tier partnership that relate to the contributed Adjusted Property in a manner that is consistent with the purpose of this Section 6.1(d)(xii).

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(xiii) Special Curative Allocation in Event of Liquidation Prior to End of Subordination Period. Notwithstanding any other provision of this Section 6.1 (other than the Required Allocations), if the Liquidation Date occurs prior to the conversion of the last Outstanding Subordinated Unit, then items of income, gain, loss and deduction for the taxable period that includes the Liquidation Date (and, if necessary, items arising in previous taxable periods to the extent the General Partner determines such items may be so allocated), shall be specially allocated among the Partners in the manner determined appropriate by the General Partner so as to cause, to the maximum extent possible, the Capital Account in respect of each Common Unit to equal the amount such Capital Account would have been if all prior allocations of Net Termination Gain and Net Termination Loss had been made pursuant to Section 6.1(c)(i) or Section 6.1(c)(ii), as applicable.

Section 6.2 Allocations for Tax Purposes.

(a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.

(b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for federal income tax purposes among the Partners in the manner provided under Section 704(c) of the Code, and the Treasury Regulations promulgated under Section 704(b) and 704(c) of the Code, as determined appropriate by the General Partner (taking into account the General Partner’s discretion under Section 6.1(d)(x)(D)); provided, that the General Partner shall apply the principles of Treasury Regulation Section 1.704-3(d) in all events.

(c) The General Partner may determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation or amortization method and useful life applied to the unamortized Book-Tax Disparity of such property, despite any inconsistency of such approach with Treasury Regulation Section 1.167(c)-l(a)(6) or any successor regulations thereto. If the General Partner determines that such reporting position cannot reasonably be taken, the General Partner may adopt depreciation and amortization conventions under which all purchasers acquiring Limited Partner Interests in the same month would receive depreciation and amortization deductions, based upon the same applicable rate as if they had purchased a direct interest in the Partnership’s property. If the General Partner chooses not to utilize such aggregate method, the General Partner may use any other depreciation and amortization conventions to preserve the uniformity of the intrinsic tax characteristics of any Limited Partner Interests, so long as such conventions would not have a material adverse effect on the Limited Partners or the Record Holders of any class or classes of Limited Partner Interests.

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(d) In accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.2, be characterized as Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.

(e) All items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code.

(f) Each item of Partnership income, gain, loss and deduction shall, for federal income tax purposes, be determined for each taxable period and prorated on a monthly basis and shall be allocated to the Partners as of the opening of the National Securities Exchange on which the Partnership Interests are listed or admitted to trading on the first Business Day of each month; provided, however, such items for the period beginning on the Closing Date and ending on the last day of the month in which the Over-Allotment Option is exercised in full or the expiration of the Over-Allotment Option occurs shall be allocated to the Partners as of the opening of the National Securities Exchange on which the Partnership Interests are listed or admitted to trading on the first Business Day of the next succeeding month; and provided, further, that gain or loss on a sale or other disposition of any assets of the Partnership or any other extraordinary item of income, gain, loss or deduction as determined by the General Partner, shall be allocated to the Partners as of the opening of the National Securities Exchange on which the Partnership Interests are listed or admitted to trading on the first Business Day of the month in which such item is recognized for federal income tax purposes. The General Partner may revise, alter or otherwise modify such methods of allocation to the extent permitted or required by Section 706 of the Code and the regulations or rulings promulgated thereunder.

(g) Allocations that would otherwise be made to a Limited Partner under the provisions of this Article VI shall instead be made to the beneficial owner of Limited Partner Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method determined by the General Partner.

Section 6.3 Requirement and Characterization of Distributions; Distributions to Record Holders.

(a) Within 45 days following the end of each Quarter commencing with the Quarter ending on September 30, 2010, an amount equal to 100% of Available Cash with respect to such

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Quarter shall be distributed in accordance with this Article VI by the Partnership to Partners as of the Record Date selected by the General Partner. The Record Date for the first distribution of Available Cash shall not be prior to the final closing of the Over-Allotment Option or the Deferred Issuance and Distribution. All amounts of Available Cash distributed by the Partnership on any date from any source shall be deemed to be Operating Surplus until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 6.4 equals the Operating Surplus from the Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available Cash distributed by the Partnership on such date shall, except as otherwise provided in Section 6.5, be deemed to be “Capital Surplus.” All distributions required to be made under this Agreement shall be made subject to Sections 17-607 and 17-804 of the Delaware Act.

(b) Notwithstanding Section 6.3(a), in the event of the dissolution and liquidation of the Partnership, all cash received during or after the Quarter in which the Liquidation Date occurs, other than from Working Capital Borrowings, shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4.

(c) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

Section 6.4 Distributions of Available Cash from Operating Surplus.

(a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) in respect of other Partnership Interests issued pursuant thereto:

(i) First, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;

(ii) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage existing with respect to such Quarter;

(iii) Third, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;

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(iv) Fourth, to the General Partner and all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;

(v) Fifth, (A) to the General Partner in accordance with its Percentage Interest; (B) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (A) and (B) of this clause (v) until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;

(vi) Sixth, (A) to the General Partner in accordance with its Percentage Interest, (B) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (A) and (B) of this clause (vi), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and

(vii) Thereafter, (A) to the General Partner in accordance with its Percentage Interest; (B) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (A) and (B) of this clause (vii);

provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(a)(vii).

(b) After Subordination Period. Available Cash with respect to any Quarter after the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) in respect of additional Partnership Interests issued pursuant thereto:

(i) First, 100% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;

(ii) Second, 100% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;

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(iii) Third, (A) to the General Partner in accordance with its Percentage Interest; (B) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (A) and (B) of this clause (iii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;

(iv) Fourth, (A) to the General Partner in accordance with its Percentage Interest; (B) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (A) and (B) of this clause (iv), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and

(v) Thereafter, (A) to the General Partner in accordance with its Percentage Interest; (B) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (A) and (B) of this clause (v);

provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(b)(v).

Section 6.5 Distributions of Available Cash from Capital Surplus. Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall be distributed, unless the provisions of Section 6.3 require otherwise, 100% to the General Partner and the Unitholders, Pro Rata, until the Minimum Quarterly Distribution has been reduced to zero pursuant to the second sentence of Section 6.6(a). Available Cash that is deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4.

Section 6.6 Adjustment of Minimum Quarterly Distribution and Target Distribution Levels.

(a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit

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Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Interests in accordance with Section 5.9. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be reduced in the same proportion that the distribution had to the fair market value of the Common Units immediately prior to the announcement of the distribution. If the Common Units are publicly traded on a National Securities Exchange, the fair market value will be the Current Market Price before the ex-dividend date. If the Common Units are not publicly traded, the fair market value will be determined by the Board of Directors.

(b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 5.11 and Section 6.9.

Section 6.7 Special Provisions Relating to the Holders of Subordinated Units.

(a) Except with respect to the right to vote on or approve matters requiring the vote or approval of a percentage of the holders of Outstanding Common Units and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units, the holder of a Subordinated Unit shall have all of the rights and obligations of a Unitholder holding Common Units hereunder; provided, however, that immediately upon the conversion of Subordinated Units into Common Units pursuant to Section 5.7, the Unitholder holding a Subordinated Unit shall possess all of the rights and obligations of a Unitholder holding Common Units hereunder with respect to such converted Subordinated Units, including the right to vote as a Common Unitholder and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units; provided, however, that such converted Subordinated Units shall remain subject to the provisions of Sections 5.5(c)(ii), 6.1(d)(x), 6.7(b) and 6.7(c).

(b) A Unitholder shall not be permitted to transfer a Subordinated Unit or a Subordinated Unit that has converted into a Common Unit pursuant to Section 5.7 (other than a transfer to an Affiliate) if the remaining balance in the transferring Unitholder’s Capital Account with respect to the retained Subordinated Units or retained converted Subordinated Units would be negative after giving effect to the allocation under Section 5.5(c)(ii)(B).

(c) The Unitholder holding a Common Unit that has resulted from the conversion of a Subordinated Unit pursuant to Section 5.7 shall not be issued a Common Unit Certificate pursuant to Section 4.1, if the Common Units are evidenced by Certificates, and shall not be permitted to transfer such Common Unit to a Person that is not an Affiliate of the holder until such time as the General Partner determines, based on advice of counsel, that each such Common Unit should have, as a substantive matter, like intrinsic economic and federal income tax characteristics, in all material respects, to the intrinsic economic and federal income tax characteristics of an Initial Common Unit. In connection with the condition imposed by this

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Section 6.7(c), the General Partner may take whatever steps are required to provide economic uniformity to such Common Units in preparation for a transfer of such Common Units, including the application of Sections 5.5(c)(ii), 6.1(d)(x) and 6.7(b); provided, however, that no such steps may be taken that would have a material adverse effect on the Unitholders holding Common Units.

Section 6.8 Special Provisions Relating to the Holders of Incentive Distribution Rights. Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (a) shall (i) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (ii) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (b) shall not (i) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except as provided by law, (ii) be entitled to any distributions other than as provided in Sections 6.4 and 12.4 or (iii) be allocated items of income, gain, loss or deduction other than as specified in this Article VI.

Section 6.9 Entity-Level Taxation. If legislation is enacted or the official interpretation of existing legislation is modified by a governmental authority, which after giving effect to such enactment or modification, results in a Group Member becoming subject to federal, state or local or non-U.S. income or withholding taxes in excess of the amount of such taxes due from the Group Member prior to such enactment or modification (including, for the avoidance of doubt, any increase in the rate of such taxation applicable to the Group Member), then the General Partner may, in its sole discretion, reduce the Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution by the amount of income or withholding taxes that are payable by reason of any such new legislation or interpretation (the “Incremental Income Taxes”), or any portion thereof selected by the General Partner, in the manner provided in this Section 6.9. If the General Partner elects to reduce the Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution for any Quarter with respect to all or a portion of any Incremental Income Taxes, the General Partner shall estimate for such Quarter the Partnership Group’s aggregate liability (the “Estimated Incremental Quarterly Tax Amount”) for all (or the relevant portion of) such Incremental Income Taxes; provided that any difference between such estimate and the actual liability for Incremental Income Taxes (or the relevant portion thereof) for such Quarter may, to the extent determined by the General Partner, be taken into account in determining the Estimated Incremental Quarterly Tax Amount with respect to each Quarter in which any such difference can be determined. For each such Quarter, the Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be the product obtained by multiplying (a) the amounts therefor that are set out herein prior to the application of this Section 6.9 times (b) the quotient obtained by dividing (i) Available Cash with respect to such Quarter by (ii) the sum of Available Cash with respect to such Quarter and the Estimated Incremental Quarterly Tax Amount for such Quarter, as determined by the General Partner. For purposes of the foregoing, Available Cash with respect to a Quarter will be deemed reduced by the Estimated Incremental Quarterly Tax Amount for that Quarter.

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ARTICLE VII

MANAGEMENT AND OPERATION OF BUSINESS

Section 7.1 Management.

(a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:

(i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations;

(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership;

(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 or Article XIV);

(iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;

(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case);

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(vi) the distribution of Partnership cash;

(vii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;

(viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees;

(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;

(x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;

(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.8);

(xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of options, rights, warrants and appreciation rights relating to Partnership Interests;

(xiv) the undertaking of any action in connection with the Partnership’s participation in any Group Member; and

(xv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership.

(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Interests or is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Omnibus

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Agreement, the Contribution Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Interests or is otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Section 7.2 Certificate of Limited Partnership. The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

Section 7.3 Restrictions on the General Partner’s Authority. Except as provided in Article XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance.

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Section 7.4 Reimbursement of the General Partner.

(a) Except as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member.

(b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), and (ii) all other expenses allocable to the Partnership Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the expenses that are allocable to the General Partner or the Partnership Group. Reimbursements pursuant to this Section 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.7.

(c) The General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership benefit plans, programs and practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any benefit plan, program or practice maintained or sponsored by the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the General Partner or any of its Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such benefit plans, programs or practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates, from the Partnership, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.4(b). Any and all obligations of the General Partner under any benefit plans, programs or practices adopted by the General Partner as permitted by this Section 7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

(d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

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Section 7.5 Outside Activities.

(a) The General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement, (B) the acquiring, owning or disposing of debt securities or equity interests in any Group Member or (C) the guarantee of, and mortgage, pledge, or encumbrance of any or all of its assets in connection with, any indebtedness of any Affiliate of the General Partner.

(b) Each Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty otherwise existing at law, in equity or otherwise, to any Group Member or any Partner. None of any Group Member, any Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Unrestricted Person.

(c) Subject to the terms of Sections 7.5(a) and (b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Unrestricted Person (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of the General Partner or any other Unrestricted Person for the Unrestricted Persons (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Unrestricted Persons shall have no obligation hereunder or as a result of any duty otherwise existing at law, in equity or otherwise, to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Unrestricted Person (including the General Partner). No Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have any duty to communicate or offer such opportunity to the Partnership, and such Unrestricted Person (including the General Partner) shall not be liable to the Partnership, to any Limited Partner or any other Person for breach of any fiduciary or other duty by reason of the fact that such Unrestricted Person (including the General Partner) pursues or acquires for itself, directs such opportunity to another Person or does not communicate such opportunity or information to the Partnership; provided such Unrestricted Person does not engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person.

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(d) The General Partner and each of its Affiliates may acquire Units or other Partnership Interests in addition to those acquired on the Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units and/or other Partnership Interests acquired by them. The term “Affiliates” when used in this Section 7.5(d) with respect to the General Partner shall not include any Group Member.

(e) Notwithstanding anything to the contrary in this Agreement, (i) to the extent that any provision of this Agreement purports or is interpreted to have the effect of restricting the fiduciary duties that might otherwise, as a result of Delaware or other applicable law, be owed by the General Partner to the Partnership and its Limited Partners, or to constitute a waiver or consent by the Limited Partners to any such restriction, such provisions shall be deemed to have been approved by the Partners and (ii) nothing in this Agreement shall limit or otherwise affect any separate contractual obligations outside of this Agreement of any Person (including any Unrestricted Person) to the Partnership or any of its Affiliates.

Section 7.6 Loans from the General Partner; Loans or Contributions from the Partnership or Group Members.

(a) The General Partner or any of its Affiliates may, but shall be under no obligation to, lend to any Group Member, and any Group Member may borrow from the General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the General Partner may determine; provided, however, that in any such case the lending party may not charge the borrowing party interest at a rate greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing party than would be charged or imposed on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees), all as determined by the General Partner. The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred by the lending party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b), the term “Group Member” shall include any Affiliate of a Group Member that is controlled by the Group Member.

(b) The Partnership may lend or contribute to any Group Member, and any Group Member may borrow from the Partnership, funds on terms and conditions determined by the General Partner. No Group Member may lend funds to the General Partner or any of its Affiliates (other than another Group Member).

(c) No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty hereunder or otherwise existing at law, in equity or otherwise, of the General Partner or its Affiliates to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (i) enable distributions to the General Partner or its Affiliates (including in their capacities as Limited Partners) to exceed the General Partner’s Percentage Interest of the total amount distributed to all Partners or (ii) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.

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Section 7.7 Indemnification.

(a) To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity on behalf of or for the benefit of the Partnership; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful; provided, further, no indemnification pursuant to this Section 7.7 shall be available to any Affiliate of the General Partner (other than a Group Member), or to any other Indemnitee, with respect to any such Affiliate’s obligations pursuant to the Transaction Documents. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate such indemnification.

(b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7.7(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.7, the Indemnitee is not entitled to be indemnified upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.7.

(c) The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Limited Partner Interests, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity (including any capacity under the Underwriting Agreement), and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

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(d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of the General Partner, its Affiliates and such other Persons as the General Partner shall determine, against any liability that may be asserted against, or expense that may be incurred by, such Person in connection with the Partnership’s activities or such Person’s activities on behalf of the Partnership, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) For purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7.7(a); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Partnership.

(f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(h) The provisions of this Section 7.7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(i) No amendment, modification or repeal of this Section 7.7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.8 Liability of Indemnitees.

(a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership, the Limited Partners, or any

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other Persons who have acquired interests in the Partnership Interests, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b) Subject to its obligations and duties as General Partner set forth in Section 7.1(a), the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith.

(c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to the Partners, the General Partner and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement.

(d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties.

(a) Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Group Member or any Partner, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval or Unitholder approval of such

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resolution, and the General Partner may also adopt a resolution or course of action that has not received Special Approval or Unitholder approval. If Special Approval is sought, then it shall be presumed that, in making its decision, the Conflicts Committee acted in good faith, and if neither Special Approval nor Unitholder approval is sought and the Board of Directors determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision, the Board of Directors acted in good faith, and in any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partner or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Partners and shall not constitute a breach of this Agreement or of any duty hereunder or existing at law, in equity or otherwise.

(b) Whenever the General Partner, or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any other action, or any of its Affiliates causes the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless another express standard is provided for in this Agreement, the General Partner, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different standards (including fiduciary standards) imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. In order for a determination or other action to be in “good faith” for purposes of this Agreement, the Person or Persons making such determination or taking or declining to take such other action must believe that the determination or other action is in the best interests of the Partnership.

(c) Whenever the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it to do so, in its individual capacity as opposed to in its capacity as the general partner of the Partnership, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then the General Partner, or such Affiliates causing it to do so, are entitled, to the fullest extent permitted by law, to make such determination or to take or decline to take such other action free of any duty (including any fiduciary duty) or obligation whatsoever to the Partnership, any Limited Partner, and any other Person bound by this Agreement, and the General Partner, or such Affiliates causing it to do so, shall not, to the fullest extent permitted by law, be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. By way of illustration and not of limitation, whenever the phrases, “at the option of the General Partner,” “in its sole discretion” or some variation of those phrases, are used in this Agreement, it indicates that the General Partner is acting in its individual capacity. For the avoidance of doubt, whenever the General Partner votes or transfers its Partnership Interests, or refrains from voting or transferring its Partnership Interests, it shall be acting in its individual capacity.

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(d) The General Partner’s organizational documents may provide that determinations to take or decline to take any action in its individual, rather than representative, capacity may or shall be determined by its members, if the General Partner is a limited liability company, stockholders, if the General Partner is a corporation, or the members or stockholders of the General Partner’s general partner, if the General Partner is a partnership.

(e) Notwithstanding anything to the contrary in this Agreement, the General Partner and its Affiliates shall have no duty or obligation, express or implied, to (i) sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business or (ii) permit any Group Member to use any facilities or assets of the General Partner and its Affiliates, except as may be provided in contracts entered into from time to time specifically dealing with such use. Any determination by the General Partner or any of its Affiliates to enter into such contracts shall be in its sole discretion.

(f) Except as expressly set forth in this Agreement or the Delaware Act, neither the General Partner nor any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Partnership or any Limited Partner and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the General Partner or any other Indemnitee otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of the General Partner or such other Indemnitee.

(g) The Unitholders hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.

Section 7.10 Other Matters Concerning the General Partner.

(a) The General Partner may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

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(c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers, a duly appointed attorney or attorneys-in-fact or the duly authorized officers of the Partnership.

Section 7.11 Purchase or Sale of Partnership Interests. The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests; provided that, except as permitted pursuant to Section 4.10, the General Partner may not cause any Group Member to purchase Subordinated Units during the Subordination Period. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

Section 7.12 Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any authorized contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

ARTICLE VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1 Records and Accounting. The General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’s business, including all books and records necessary to provide to the Limited Partners any information required to be provided pursuant to Section 3.4(a). Any books and records maintained by or on behalf of the Partnership in the regular course of its business,

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including the record of the Record Holders of Units or other Partnership Interests, books of account and records of Partnership proceedings, may be kept on, or be in the form of, computer disks, hard drives, magnetic tape, photographs, micrographics or any other information storage device; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with U.S. GAAP. The Partnership shall not be required to keep books maintained on a cash basis and the General Partner shall be permitted to calculate cash-based measures, including Operating Surplus and Adjusted Operating Surplus, by making such adjustments to its accrual basis books to account for non-cash items and other adjustments as the General Partner determines to be necessary or appropriate.

Section 8.2 Fiscal Year. The fiscal year of the Partnership shall be a fiscal year ending December 31.

Section 8.3 Reports.

(a) As soon as practicable, but in no event later than 90 days after the close of each fiscal year of the Partnership, the General Partner shall cause to be mailed or made available, by any reasonable means, to each Record Holder of a Unit as of a date selected by the General Partner, an annual report containing financial statements of the Partnership for such fiscal year of the Partnership, presented in accordance with U.S. GAAP, including a balance sheet and statements of operations, Partnership equity and cash flows, such statements to be audited by a firm of independent public accountants selected by the General Partner.

(b) As soon as practicable, but in no event later than 45 days after the close of each Quarter except the last Quarter of each fiscal year, the General Partner shall cause to be mailed or made available, by any reasonable means to each Record Holder of a Unit, as of a date selected by the General Partner, a report containing unaudited financial statements of the Partnership and such other information as may be required by applicable law, regulation or rule of any National Securities Exchange on which the Units are listed or admitted to trading, or as the General Partner determines to be necessary or appropriate.

(c) The General Partner shall be deemed to have made a report available to each Record Holder as required by this Section 8.3 if it has either (i) filed such report with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such report is publicly available on such system or (ii) made such report available on any publicly available website maintained by the Partnership.

ARTICLE IX

TAX MATTERS

Section 9.1 Tax Returns and Information. The Partnership shall timely file all returns of the Partnership that are required for federal, state and local income tax purposes on the basis

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of the accrual method and the taxable period or years that it is required by law to adopt, from time to time, as determined by the General Partner. In the event the Partnership is required to use a taxable period other than a year ending on December 31, the General Partner shall use reasonable efforts to change the taxable period of the Partnership to a year ending on December 31. The tax information reasonably required by Record Holders for federal and state income tax reporting purposes with respect to a taxable period shall be furnished to them within 90 days of the close of the calendar year in which the Partnership’s taxable period ends. The classification, realization and recognition of income, gain, losses and deductions and other items shall be on the accrual method of accounting for federal income tax purposes.

Section 9.2 Tax Elections.

(a) The Partnership shall make the election under Section 754 of the Code in accordance with applicable regulations thereunder, subject to the reservation of the right to seek to revoke any such election upon the General Partner’s determination that such revocation is in the best interests of the Limited Partners. Notwithstanding any other provision herein contained, for the purposes of computing the adjustments under Section 743(b) of the Code, the General Partner shall be authorized (but not required) to adopt a convention whereby the price paid by a transferee of a Limited Partner Interest will be deemed to be the lowest quoted closing price of the Limited Partner Interests on any National Securities Exchange on which such Limited Partner Interests are listed or admitted to trading during the calendar month in which such transfer is deemed to occur pursuant to Section 6.2(f) without regard to the actual price paid by such transferee.

(b) Except as otherwise provided herein, the General Partner shall determine whether the Partnership should make any other elections permitted by the Code.

Section 9.3 Tax Controversies. Subject to the provisions hereof, the General Partner is designated as the Tax Matters Partner (as defined in the Code) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Each Partner agrees to cooperate with the General Partner and to do or refrain from doing any or all things reasonably required by the General Partner to conduct such proceedings.

Section 9.4 Withholding; Tax Payments.

(a) The General Partner may treat taxes paid by the Partnership on behalf of all or less than all of the Partners, either as a distribution of cash to such Partners or as a general expense of the Partnership, as determined appropriate under the circumstances by the General Partner.

(b) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that may be required to cause the Partnership and other Group Members to comply with any withholding requirements established under the Code or any other

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federal, state or local law including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner (including by reason of Section 1446 of the Code), the General Partner may treat the amount withheld as a distribution of cash pursuant to Section 6.3 in the amount of such withholding from such Partner.

ARTICLE X

ADMISSION OF PARTNERS

Section 10.1 Admission of Limited Partners.

(a) Upon the issuance by the Partnership of Common Units, Subordinated Units and Incentive Distribution Rights to the General Partner, Chesapeake Holdings, each of the GIP Entities and the Underwriters as described in Article V in connection with the Initial Offering, such parties shall be automatically admitted to the Partnership as Initial Limited Partners in respect of the Common Units, Subordinated Units or Incentive Distribution Rights issued to them.

(b) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV or the acceptance of any Limited Partner Interests issued pursuant to Article V or pursuant to a merger or consolidation or conversion pursuant to Article XIV, and except as provided in Section 4.9, each transferee of, or other such Person acquiring, a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement and (iv) makes the consents, acknowledgements and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner without acquiring a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest. The rights and obligations of a Person who is an Ineligible Holder shall be determined in accordance with Section 4.9.

(c) The name and mailing address of each Limited Partner shall be listed on the books and records of the Partnership maintained for such purpose by the Partnership or the Transfer Agent. The General Partner shall update the books and records of the Partnership from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). A Limited Partner Interest may be represented by a Certificate, as provided in Section 4.1.

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(d) Any transfer of a Limited Partner Interest shall not entitle the transferee to share in the profits and losses, to receive distributions, to receive allocations of income, gain, loss, deduction or credit or any similar item or to any other rights to which the transferor was entitled until the transferee becomes a Limited Partner pursuant to Section 10.1(b).

Section 10.2 Admission of Successor General Partner. A successor General Partner approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.

Section 10.3 Amendment of Agreement and Certificate of Limited Partnership. To effect the admission to the Partnership of any Partner, the General Partner shall take all steps necessary or appropriate under the Delaware Act to amend the records of the Partnership to reflect such admission and, if necessary, to prepare as soon as practicable an amendment to this Agreement and, if required by law, the General Partner shall prepare and file an amendment to the Certificate of Limited Partnership.

ARTICLE XI

WITHDRAWAL OR REMOVAL OF PARTNERS

Section 11.1 Withdrawal of the General Partner.

(a) The General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of the following events (each such event herein referred to as an “Event of Withdrawal”);

(i) The General Partner voluntarily withdraws from the Partnership by giving written notice to the other Partners;

(ii) The General Partner transfers all of its General Partner Interest pursuant to Section 4.6;

(iii) The General Partner is removed pursuant to Section 11.2;

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(iv) The General Partner (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition for relief under Chapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation, dissolution or similar relief (but not a reorganization) under any law; (D) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the General Partner in a proceeding of the type described in clauses (A)-(C) of this Section 11.1(a)(iv); or (E) seeks, consents to or acquiesces in the appointment of a trustee (but not a debtor-in-possession), receiver or liquidator of the General Partner or of all or any substantial part of its properties;

(v) A final and non-appealable order of relief under Chapter 7 of the United States Bankruptcy Code is entered by a court with appropriate jurisdiction pursuant to a voluntary or involuntary petition by or against the General Partner; or

(vi)(A) in the event the General Partner is a corporation, a certificate of dissolution or its equivalent is filed for the General Partner, or 90 days expire after the date of notice to the General Partner of revocation of its charter without a reinstatement of its charter, under the laws of its state of incorporation; (B) in the event the General Partner is a partnership or a limited liability company, the dissolution and commencement of winding up of the General Partner; (C) in the event the General Partner is acting in such capacity by virtue of being a trustee of a trust, the termination of the trust; (D) in the event the General Partner is a natural person, his death or adjudication of incompetency; and (E) otherwise in the event of the termination of the General Partner.

If an Event of Withdrawal specified in Section 11.1(a)(iv), (v) or (vi)(A), (B), (C) or (E) occurs, the withdrawing General Partner shall give notice to the Limited Partners within 30 days after such occurrence. The Partners hereby agree that only the Events of Withdrawal described in this Section 11.1 shall result in the withdrawal of the General Partner from the Partnership.

(b) Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Closing Date and ending at 11:59 pm, prevailing Central Time, on June 30, 2020, the General Partner voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Limited Partners; provided, that prior to the effective date of such withdrawal, the withdrawal is approved by Unitholders holding at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) and the General Partner delivers to the Partnership an Opinion of Counsel (“Withdrawal Opinion of Counsel”) that such withdrawal (following the selection of the successor General Partner) would not result in the loss of the limited liability under the Delaware Act of any Limited Partner or cause any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed); (ii) at any time after 11:59 pm, prevailing Central Time, on June 30, 2020, the General Partner voluntarily withdraws

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by giving at least 90 days’ advance notice to the Unitholders, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the General Partner ceases to be the General Partner pursuant to Section 11.1(a)(ii) or is removed pursuant to Section 11.2; or (iv) notwithstanding clause (i) of this sentence, at any time that the General Partner voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Limited Partners, such withdrawal to take effect on the date specified in the notice, if at the time such notice is given one Person and its Affiliates (other than the General Partner and its Affiliates) own beneficially or of record or control at least 50% of the Outstanding Units. The withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall also constitute the withdrawal of the General Partner as general partner or managing member, if any, to the extent applicable, of the other Group Members. If the General Partner gives a notice of withdrawal pursuant to Section 11.1(a)(i), the holders of a Unit Majority, may, prior to the effective date of such withdrawal, elect a successor General Partner. The Person so elected as successor General Partner shall automatically become the successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If, prior to the effective date of the General Partner’s withdrawal pursuant to Section 11.1(a)(i), a successor is not selected by the Unitholders as provided herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 12.1 unless the business of the Partnership is continued pursuant to Section 12.2. Any successor General Partner elected in accordance with the terms of this Section 11.1 shall be subject to the provisions of Section 10.2.

Section 11.2 Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units, voting as a class, and a majority of the outstanding Subordinated Units, voting as a class (including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

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Section 11.3 Interest of Departing General Partner and Successor General Partner.

(a) In the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2, the Departing General Partner shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner, to require its successor to purchase its General Partner Interest and its or its Affiliates’ or beneficial owners’ general partner interest (or equivalent interest), if any, in the other Group Members and all of its or its Affiliates’ Incentive Distribution Rights (collectively, the “Combined Interest”) in exchange for an amount in cash equal to the fair market value of such Combined Interest, such amount to be determined and payable as of the effective date of its withdrawal or removal. If the General Partner is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under circumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner), such successor shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner (or, in the event the business of the Partnership is continued, prior to the date the business of the Partnership is continued), to purchase the Combined Interest for such fair market value of such Combined Interest. In either event, the Departing General Partner shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in connection with the termination of any employees employed by the Departing General Partner or its Affiliates (other than any Group Member) for the benefit of the Partnership or the other Group Members.

For purposes of this Section 11.3(a), the fair market value of the Combined Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s withdrawal or removal, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such withdrawal or removal, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest. In making its determination, such third independent investment banking firm or other independent expert shall consider the value of the Units, including the then current trading price of Units on any National Securities Exchange on which Units are then listed or admitted to trading, the value of the Partnership’s assets, the rights and obligations of the Departing General Partner (including an appropriate “control premium”), the value of the Incentive Distribution Rights and the General Partner Interest and other factors it may deem relevant.

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(b) If the Combined Interest is not purchased in the manner set forth in Section 11.3(a), the Departing General Partner (or its transferee) shall become a Limited Partner and the Combined Interest shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 11.3(a), without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of its successor). Any successor General Partner shall indemnify the Departing General Partner (or its transferee) as to all debts and liabilities of the Partnership arising on or after the date on which the Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the Combined Interest to Common Units will be characterized as if the Departing General Partner (or its transferee) contributed the Combined Interest to the Partnership in exchange for the newly issued Common Units.

(c) If a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner) and the option described in Section 11.3(a) is not exercised by the party entitled to do so, the successor General Partner shall, at the effective date of its admission to the Partnership, contribute to the Partnership cash in the amount equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner Interest of the Departing General Partner by (B) a percentage equal to 100% less the Percentage Interest of the General Partner Interest of the Departing General Partner and (y) the Net Agreed Value of the Partnership’s assets on such date. In such event, such successor General Partner shall, subject to the following sentence, be entitled to its Percentage Interest of all Partnership allocations and distributions to which the Departing General Partner was entitled. In addition, the successor General Partner shall cause this Agreement to be amended to reflect that, from and after the date of such successor General Partner’s admission, the successor General Partner’s interest in all Partnership distributions and allocations shall be its Percentage Interest.

Section 11.4 Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages. Notwithstanding any provision of this Agreement, if the General Partner is removed as general partner of the Partnership under circumstances where Cause does not exist:

(a) the Subordinated Units held by any Person will immediately and automatically convert into Common Units on a one-for-one basis, provided (i) neither such Person nor any of its Affiliates voted any of its Units in favor of the removal and (ii) such Person is not an Affiliate of the successor General Partner; and

(b) if all of the Subordinated Units convert into Common Units pursuant to Section 11.4(a), all Cumulative Common Unit Arrearages on the Common Units will be extinguished and the Subordination Period will end;

provided, however, that such converted Subordinated Units shall remain subject to the provisions of Sections 5.5(c)(ii), 6.1(d)(x) and 6.7.

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Section 11.5 Withdrawal of Limited Partners. No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that when a transferee of a Limited Partner’s Limited Partner Interest becomes a Record Holder of the Limited Partner Interest so transferred, such transferring Limited Partner shall cease to be a Limited Partner with respect to the Limited Partner Interest so transferred.

ARTICLE XII

DISSOLUTION AND LIQUIDATION

Section 12.1 Dissolution. The Partnership shall not be dissolved by the admission of additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the removal or withdrawal of the General Partner, if a successor General Partner is elected pursuant to Section 11.1, 11.2 or 12.2, the Partnership shall not be dissolved and such successor General Partner is hereby authorized to, and shall, continue the business of the Partnership. Subject to Section 12.2, the Partnership shall dissolve, and its affairs shall be wound up, upon:

(a) an Event of Withdrawal of the General Partner as provided in Section 11.1(a) (other than Section 11.1(a)(ii)), unless a successor is elected and such successor is admitted to the Partnership pursuant to this Agreement;

(b) an election to dissolve the Partnership by the General Partner that is approved by the holders of a Unit Majority;

(c) the entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Delaware Act; or

(d) at any time there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware Act.

Section 12.2 Continuation of the Business of the Partnership After Dissolution. Upon (a) an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then within 90 days thereafter, or (b) an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:

(i) the Partnership shall continue without dissolution unless earlier dissolved in accordance with this Article XII;

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(ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated in the manner provided in Section 11.3; and

(iii) the successor General Partner shall be admitted to the Partnership as General Partner, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, that the right of the holders of a Unit Majority to approve a successor General Partner and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability under the Delaware Act of any Limited Partner and (y) neither the Partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue (to the extent not already so treated or taxed).

Section 12.3 Liquidator. Upon dissolution of the Partnership, unless the business of the Partnership is continued pursuant to Section 12.2, the General Partner shall select one or more Persons to act as Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by holders of at least a majority of the Outstanding Common Units and Subordinated Units, voting as a single class. The Liquidator (if other than the General Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal approved by holders of at least a majority of the Outstanding Common Units and Subordinated Units, voting as a single class. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by holders of at least a majority of the Outstanding Common Units and Subordinated Units, voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Partnership as provided for herein.

Section 12.4 Liquidation. The Liquidator shall proceed to dispose of the assets of the Partnership, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Section 17-804 of the Delaware Act and the following:

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(a) The assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidator and such Partner or Partners may agree. If any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 12.4(c) to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners. The Liquidator may defer liquidation or distribution of the Partnership’s assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Partnership’s assets would be impractical or would cause undue loss to the Partners. The Liquidator may distribute the Partnership’s assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners.

(b) Liabilities of the Partnership include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 12.3) and amounts to Partners otherwise than in respect of their distribution rights under Article VI. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds.

(c) All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable period of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable period (or, if later, within 90 days after said date of such occurrence).

Section 12.5 Cancellation of Certificate of Limited Partnership. Upon the completion of the distribution of Partnership cash and property as provided in Section 12.4 in connection with the liquidation of the Partnership, the Certificate of Limited Partnership and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

Section 12.6 Return of Contributions. The General Partner shall not be personally liable for, and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate, the return of the Capital Contributions of the Limited Partners or Unitholders, or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets.

Section 12.7 Waiver of Partition. To the maximum extent permitted by law, each Partner hereby waives any right to partition of the Partnership property.

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Section 12.8 Capital Account Restoration. No Limited Partner shall have any obligation to restore any negative balance in its Capital Account upon liquidation of the Partnership. The General Partner shall be obligated to restore any negative balance in its Capital Account upon liquidation of its interest in the Partnership by the end of the taxable period of the Partnership during which such liquidation occurs, or, if later, within 90 days after the date of such liquidation.

ARTICLE XIII

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

Section 13.1 Amendments to be Adopted Solely by the General Partner. Each Partner agrees that the General Partner, without the approval of any Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

(a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership;

(b) admission, substitution, withdrawal or removal of Partners in accordance with this Agreement;

(c) a change that the General Partner determines to be necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the Group Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;

(d) a change that the General Partner determines (i) does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;

(e) a change in the fiscal year or taxable period of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the fiscal year or taxable period of the Partnership including, if the General Partner shall so determine, a change in the definition of “Quarter” and the dates on which distributions are to be made by the Partnership;

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(f) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or the General Partner or its directors, officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;

(g) an amendment that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests and options, rights, warrants and appreciation rights relating to the Partnership Interests pursuant to Section 5.6;

(h) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone;

(i) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;

(j) an amendment that the General Partner determines to be necessary or appropriate to reflect and account for the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4 or 7.1(a);

(k) a merger, conveyance or conversion pursuant to Section 14.3(d); or

(l) any other amendments substantially similar to the foregoing.

Section 13.2 Amendment Procedures. Amendments to this Agreement may be proposed only by the General Partner. To the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole discretion, and, in declining to propose or approve an amendment, to the fullest extent permitted by law shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. An amendment shall be effective upon its approval by the General Partner and, except as otherwise provided by Section 13.1 or 13.3, the holders of a Unit Majority, unless a greater or different percentage is required under this Agreement or by Delaware law. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the

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proposed amendment. If such an amendment is proposed, the General Partner shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and vote on such proposed amendment. The General Partner shall notify all Record Holders upon final adoption of any amendments. The General Partner shall be deemed to have notified all Record Holders as required by this Section 13.2 if it has either (i) filed such amendment with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such amendment is publicly available on such system or (ii) made such amendment available on any publicly available website maintained by the Partnership

Section 13.3 Amendment Requirements.

(a) Notwithstanding the provisions of Section 13.1 and Section 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced or increased, as applicable.

(b) Notwithstanding the provisions of Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.3(c), or (ii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to, the General Partner or any of its Affiliates without its consent, which consent may be given or withheld at its option.

(c) Except as provided in Section 14.3 or Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes.

(d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Section 14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner under applicable partnership law of the state under whose laws the Partnership is organized.

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(e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the holders of at least 90% of the Outstanding Units.

Section 13.4 Special Meetings. All acts of Limited Partners to be taken pursuant to this Agreement shall be taken in the manner provided in this Article XIII. Special meetings of the Limited Partners may be called by the General Partner or by Limited Partners owning 20% or more of the Outstanding Units of the class or classes for which a meeting is proposed. Limited Partners shall call a special meeting by delivering to the General Partner one or more requests in writing stating that the signing Limited Partners wish to call a special meeting and indicating the general or specific purposes for which the special meeting is to be called. Within 60 days after receipt of such a call from Limited Partners or within such greater time as may be reasonably necessary for the Partnership to comply with any statutes, rules, regulations, listing agreements or similar requirements governing the holding of a meeting or the solicitation of proxies for use at such a meeting, the General Partner shall send a notice of the meeting to the Limited Partners either directly or indirectly through the Transfer Agent. A meeting shall be held at a time and place determined by the General Partner on a date not less than 10 days nor more than 60 days after the time notice of the meeting is given as provided in Section 16.1. Limited Partners shall not vote on matters that would cause the Limited Partners to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability under the Delaware Act or the law of any other state in which the Partnership is qualified to do business.

Section 13.5 Notice of a Meeting. Notice of a meeting called pursuant to Section 13.4 shall be given to the Record Holders of the class or classes of Units for which a meeting is proposed in writing by mail or other means of written communication in accordance with Section 16.1. The notice shall be deemed to have been given at the time when deposited in the mail or sent by other means of written communication.

Section 13.6 Record Date. For purposes of determining the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners or to give approvals without a meeting as provided in Section 13.11 the General Partner may set a Record Date, which shall not be less than 10 nor more than 60 days before (a) the date of the meeting (unless such requirement conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are listed or admitted to trading or U.S. federal securities laws, in which case the rule, regulation, guideline or requirement of such National Securities Exchange or U.S. federal securities laws shall govern) or (b) in the event that approvals are sought without a meeting, the date by which Limited Partners are requested in writing by the General Partner to give such approvals. If the General Partner does not set a Record Date, then (a) the Record Date for determining the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners shall be the close of business on the day next preceding the day on which notice is given, and (b) the Record Date for determining the Limited Partners entitled to give approvals without a meeting shall be the date the first written approval is deposited with the Partnership in care of the General Partner in accordance with Section 13.11.

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Section 13.7 Adjournment. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting and a new Record Date need not be fixed, if the time and place thereof are announced at the meeting at which the adjournment is taken, unless such adjournment shall be for more than 45 days. At the adjourned meeting, the Partnership may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if a new Record Date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with this Article XIII.

Section 13.8 Waiver of Notice; Approval of Meeting; Approval of Minutes. The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

Section 13.9 Quorum and Voting. The holders of a majority of the Outstanding Units of the class or classes for which a meeting has been called (including Outstanding Units deemed owned by the General Partner) represented in person or by proxy shall constitute a quorum at a meeting of Limited Partners of such class or classes unless any such action by the Limited Partners requires approval by holders of a greater percentage of such Units, in which case the quorum shall be such greater percentage. At any meeting of the Limited Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Limited Partners holding Outstanding Units that in the aggregate represent a majority of the Outstanding Units entitled to vote and be present in person or by proxy at such meeting shall be deemed to constitute the act of all Limited Partners, unless a greater or different percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the Limited Partners holding Outstanding Units that in the aggregate represent at least such greater or different percentage shall be required. The Limited Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Limited Partners to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Units specified in this Agreement (including Outstanding Units deemed owned by the General Partner). In the absence of a quorum any meeting of Limited Partners may be adjourned from time to time by the affirmative vote of holders of at least a majority of the Outstanding Units entitled to vote at such meeting (including Outstanding Units deemed owned by the General Partner) represented either in person or by proxy, but no other business may be transacted, except as provided in Section 13.7.

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Section 13.10 Conduct of a Meeting. The General Partner shall have full power and authority concerning the manner of conducting any meeting of the Limited Partners or solicitation of approvals in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of Section 13.4, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The General Partner shall designate a Person to serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Partnership maintained by the General Partner. The General Partner may make such other regulations consistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Limited Partners or solicitation of approvals in writing, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes and approvals, the submission and examination of proxies and other evidence of the right to vote, and the revocation of approvals in writing.

Section 13.11 Action Without a Meeting. If authorized by the General Partner, any action that may be taken at a meeting of the Limited Partners may be taken without a meeting, without a vote and without prior notice, if an approval in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum percentage of the Outstanding Units (including Outstanding Units deemed owned by the General Partner) that would be necessary to authorize or take such action at a meeting at which all the Limited Partners were present and voted (unless such provision conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are listed or admitted to trading, in which case the rule, regulation, guideline or requirement of such National Securities Exchange shall govern). Prompt notice of the taking of action without a meeting shall be given to the Limited Partners who have not approved in writing. The General Partner may specify that any written ballot, if any, submitted to Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within the time period, which shall be not less than 20 days, specified by the General Partner. If a ballot returned to the Partnership does not vote all of the Units held by the Limited Partners, the Partnership shall be deemed to have failed to receive a ballot for the Units that were not voted. If approval of the taking of any action by the Limited Partners is solicited by any Person other than by or on behalf of the General Partner, the written approvals shall have no force and effect unless and until (a) they are deposited with the Partnership in care of the General Partner and (b) an Opinion of Counsel is delivered to the General Partner to the effect that the exercise of such right and the action proposed to be taken with respect to any particular matter (i) will not cause the Limited Partners to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability, and (ii) is otherwise permissible under the state statutes then governing the rights, duties and liabilities of the Partnership and the Partners. Nothing contained in this Section 13.11 shall be deemed to require the General Partner to solicit all Limited Partners in connection with a matter approved by the holders of the requisite percentage of Units acting by written consent without a meeting.

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Section 13.12 Right to Vote and Related Matters.

(a) Only those Record Holders of the Outstanding Units on the Record Date set pursuant to Section 13.6 (and also subject to the limitations contained in the definition of “Outstanding”) shall be entitled to notice of, and to vote at, a meeting of Limited Partners or to act with respect to matters as to which the holders of the Outstanding Units have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Units shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Units.

(b) With respect to Units that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Units are registered, such other Person shall, in exercising the voting rights in respect of such Units on any matter, and unless the arrangement between such Persons provides otherwise, vote such Units in favor of, and at the direction of, the Person who is the beneficial owner, and the Partnership shall be entitled to assume it is so acting without further inquiry. The provisions of this Section 13.12(b) (as well as all other provisions of this Agreement) are subject to the provisions of Section 4.3.

ARTICLE XIV

MERGER, CONSOLIDATION OR CONVERSION

Section 14.1 Authority. The Partnership may merge or consolidate with or into one or more corporations, limited liability companies, statutory trusts or associations, real estate investment trusts, common law trusts or unincorporated businesses, including a partnership (whether general or limited (including a limited liability partnership)) or convert into any such entity, whether such entity is formed under the laws of the State of Delaware or any other state of the United States of America, pursuant to a written plan of merger or consolidation (“Merger Agreement”) or a written plan of conversion (“Plan of Conversion”), as the case may be, in accordance with this Article XIV.

Section 14.2 Procedure for Merger, Consolidation or Conversion.

(a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

(b) If the General Partner shall determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:

(i) the name and jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;

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(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);

(iii) the terms and conditions of the proposed merger or consolidation;

(iv) the manner and basis of exchanging or converting the equity interests of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or interests, rights, securities or obligations of the Surviving Business Entity, then the cash, property or interests, rights, securities or obligations of any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;

(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;

(vi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of such certificate of merger, the effective time shall be fixed at a date or time certain and stated in the certificate of merger); and

(vii) such other provisions with respect to the proposed merger or consolidation that the General Partner determines to be necessary or appropriate.

(c) If the General Partner shall determine to consent to the conversion, the General Partner shall approve the Plan of Conversion, which shall set forth:

(i) the name of the converting entity and the converted entity;

(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;

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(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;

(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;

(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and

(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other organizational documents of the converted entity;

(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and stated in such articles of conversion); and

(viii) such other provisions with respect to the proposed conversion that the General Partner determines to be necessary or appropriate.

Section 14.3 Approval by Limited Partners.

(a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement or the Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion and the merger, consolidation or conversion contemplated thereby, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion, as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent.

(b) Except as provided in Sections 14.3(d) and 14.3(e), the Merger Agreement or Plan of Conversion, as the case may be, shall be approved upon receiving the affirmative vote or consent of the holders of a Unit Majority unless the Merger Agreement or Plan of Conversion, as the case may be, contains any provision that, if contained in an amendment to this Agreement, the provisions of this Agreement or the Delaware Act would require for its approval the vote or consent of a greater percentage of the Outstanding Units or of any class of Limited Partners, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement or the Plan of Conversion, as the case may be.

(c) Except as provided in Sections 14.3(d) and 14.3(e), after such approval by vote or consent of the Limited Partners, and at any time prior to the filing of the certificate of merger or certificate of conversion pursuant to Section 14.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or Plan of Conversion, as the case may be.

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(d) Notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to convert the Partnership or any Group Member into a new limited liability entity, to merge the Partnership or any Group Member into, or convey all of the Partnership’s assets to, another limited liability entity that shall be newly formed and shall have no assets, liabilities or operations at the time of such conversion, merger or conveyance other than those it receives from the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counsel that the conversion, merger or conveyance, as the case may be, would not result in the loss of the limited liability under the Delaware Act of any Limited Partner or cause the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already treated as such), (ii) the sole purpose of such conversion, merger, or conveyance is to effect a mere change in the legal form of the Partnership into another limited liability entity and (iii) the governing instruments of the new entity provide the Limited Partners and the General Partner with substantially the same rights and obligations as are herein contained.

(e) Additionally, notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to merge or consolidate the Partnership with or into another entity if (A) the General Partner has received an Opinion of Counsel that the merger or consolidation, as the case may be, would not result in the loss of the limited liability under the Delaware Act of any Limited Partner or cause the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already treated as such), (B) the merger or consolidation would not result in an amendment to this Agreement, other than any amendments that could be adopted pursuant to Section 13.1, (C) the Partnership is the Surviving Business Entity in such merger or consolidation, (D) each Unit outstanding immediately prior to the effective date of the merger or consolidation is to be an identical Unit of the Partnership after the effective date of the merger or consolidation, and (E) the number of Partnership Interests to be issued by the Partnership in such merger or consolidation does not exceed 20% of the Partnership Interests (other than Incentive Distribution Rights) Outstanding immediately prior to the effective date of such merger or consolidation.

(f) Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (a) effect any amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.3 shall be effective at the effective time or date of the merger or consolidation.

Section 14.4 Certificate of Merger. Upon the required approval by the General Partner and the Unitholders of a Merger Agreement or the Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

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Section 14.5 Effect of Merger, Consolidation or Conversion.

(a) At the effective time of the certificate of merger:

(i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity;

(ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation;

(iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and

(iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.

(b) At the effective time of the certificate of conversion, for all purposes of the laws of the State of Delaware:

(i) the Partnership shall continue to exist, without interruption, but in the organizational form of the converted entity rather than in its prior organizational form;

(ii) all rights, title, and interests to all real estate and other property owned by the Partnership shall remain vested in the converted entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon;

(iii) all liabilities and obligations of the Partnership shall continue to be liabilities and obligations of the converted entity in its new organizational form without impairment or diminution by reason of the conversion;

(iv) all rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in their capacities as such in existence as of the effective time of the conversion will continue in existence as to those liabilities and obligations and are enforceable against the converted entity by such creditors and obligees to the same extent as if the liabilities and obligations had originally been incurred or contracted by the converted entity;

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(v) the Partnership Interests that are to be converted into partnership interests, shares, evidences of ownership, or other rights or securities in the converted entity or cash as provided in the plan of conversion shall be so converted, and Partners shall be entitled only to the rights provided in the Plan of Conversion.

ARTICLE XV

RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

Section 15.1 Right to Acquire Limited Partner Interests.

(a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

(b) If the General Partner, any Affiliate of the General Partner or the Partnership elects to exercise the right to purchase Limited Partner Interests granted pursuant to Section 15.1(a), the General Partner shall deliver to the Transfer Agent notice of such election to purchase (the “Notice of Election to Purchase”) and shall cause the Transfer Agent to mail a copy of such Notice of Election to Purchase to the Record Holders of Limited Partner Interests of such class (as of a Record Date selected by the General Partner) at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election to Purchase shall also be published for a period of at least three consecutive days in at least two daily newspapers of general circulation printed in the English language and published in the Borough of Manhattan, New York. The Notice of Election to Purchase shall specify the Purchase Date and the price (determined in accordance with Section 15.1(a)) at which Limited Partner Interests will be purchased and state that the General Partner, its Affiliate or the Partnership, as the case may be, elects to purchase such Limited Partner Interests, upon surrender of Certificates representing such Limited Partner Interests in the case of Limited Partner Interests evidenced by Certificates, in exchange for payment, at such office or offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange on which such Limited Partner Interests are listed or admitted to trading. Any such Notice of Election to Purchase mailed to a Record

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101

Holder of Limited Partner Interests at his address as reflected in the records of the Transfer Agent shall be conclusively presumed to have been given regardless of whether the owner receives such notice. On or prior to the Purchase Date, the General Partner, its Affiliate or the Partnership, as the case may be, shall deposit with the Transfer Agent cash in an amount sufficient to pay the aggregate purchase price of all of such Limited Partner Interests to be purchased in accordance with this Section 15.1. If the Notice of Election to Purchase shall have been duly given as aforesaid at least 10 days prior to the Purchase Date, and if on or prior to the Purchase Date the deposit described in the preceding sentence has been made for the benefit of the holders of Limited Partner Interests subject to purchase as provided herein, then from and after the Purchase Date, notwithstanding that any Certificate shall not have been surrendered for purchase, all rights of the holders of such Limited Partner Interests (including any rights pursuant to Article III, Article IV, Article V, Article VI, and Article XII) shall thereupon cease, except the right to receive the purchase price (determined in accordance with Section 15.1(a)) for Limited Partner Interests therefor, without interest, upon surrender to the Transfer Agent of the Certificates representing such Limited Partner Interests in the case of Limited Partner Interests evidenced by Certificates, and such Limited Partner Interests shall thereupon be deemed to be transferred to the General Partner, its Affiliate or the Partnership, as the case may be, on the record books of the Transfer Agent and the Partnership, and the General Partner or any Affiliate of the General Partner, or the Partnership, as the case may be, shall be deemed to be the owner of all such Limited Partner Interests from and after the Purchase Date and shall have all rights as the owner of such Limited Partner Interests (including all rights as owner of such Limited Partner Interests pursuant to Article III, Article IV, Article V, Article VI and Article XII).

(c) In the case of Limited Partner Interests evidenced by Certificates, at any time from and after the Purchase Date, a holder of an Outstanding Limited Partner Interest subject to purchase as provided in this Section 15.1 may surrender his Certificate evidencing such Limited Partner Interest to the Transfer Agent in exchange for payment of the amount described in Section 15.1(a), therefor, without interest thereon.

ARTICLE XVI

GENERAL PROVISIONS

Section 16.1 Addresses and Notices; Written Communications.

(a) Any notice, demand, request, report or proxy materials required or permitted to be given or made to a Partner under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Partner at the address described below. Any notice, payment or report to be given or made to a Partner hereunder shall be deemed conclusively to have been given or made, and the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied, upon sending of such notice, payment or report to the Record Holder of such Partnership Interests at his address as shown on the records of the Transfer Agent or as otherwise shown on the records of the Partnership, regardless of any claim

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of any Person who may have an interest in such Partnership Interests by reason of any assignment or otherwise. Notwithstanding the foregoing, if (i) a Partner shall consent to receiving notices, demands, requests, reports or proxy materials via electronic mail or by the Internet or (ii) the rules of the Commission shall permit any report or proxy materials to be delivered electronically or made available via the Internet, any such notice, demand, request, report or proxy materials shall be deemed given or made when delivered or made available via such mode of delivery. An affidavit or certificate of making of any notice, payment or report in accordance with the provisions of this Section 16.1 executed by the General Partner, the Transfer Agent or the mailing organization shall be prima facie evidence of the giving or making of such notice, payment or report. If any notice, payment or report given or made in accordance with the provisions of this Section 16.1 is returned marked to indicate that such notice, payment or report was unable to be delivered, such notice, payment or report and, in the case of notices, payments or reports returned by the United States Postal Service (or other physical mail delivery mail service outside the United States of America), any subsequent notices, payments and reports shall be deemed to have been duly given or made without further mailing (until such time as such Record Holder or another Person notifies the Transfer Agent or the Partnership of a change in his address) or other delivery if they are available for the Partner at the principal office of the Partnership for a period of one year from the date of the giving or making of such notice, payment or report to the other Partners. Any notice to the Partnership shall be deemed given if received by the General Partner at the principal office of the Partnership designated pursuant to Section 2.3. The General Partner may rely and shall be protected in relying on any notice or other document from a Partner or other Person if believed by it to be genuine.

(b) The terms “in writing”, “written communications,” “written notice” and words of similar import shall be deemed satisfied under this Agreement by use of e-mail and other forms of electronic communication.

Section 16.2 Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 16.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 16.4 Integration. Except for agreements with Affiliates of the General Partner, this Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 16.5 Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

Section 16.6 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

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Section 16.7 Third-Party Beneficiaries. Each Partner agrees that (a) any Indemnitee shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to such Indemnitee and (b) any Unrestricted Person shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to such Unrestricted Person.

Section 16.8 Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a Limited Partner Interest, pursuant to Section 10.1(a) without execution hereof.

Section 16.9 Applicable Law; Forum, Venue and Jurisdiction.

(a) This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

(b) Each of the Partners and each Person holding any beneficial interest in the Partnership (whether through a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise):

(i) irrevocably agrees that any claims, suits, actions or proceedings (A) arising out of or relating in any way to this Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of this Agreement or the duties, obligations or liabilities among Partners or of Partners to the Partnership, or the rights or powers of, or restrictions on, the Partners or the Partnership), (B) brought in a derivative manner on behalf of the Partnership, (C) asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Partnership or the General Partner, or owed by the General Partner, to the Partnership or the Partners, (D) asserting a claim arising pursuant to any provision of the Delaware Act or (E) asserting a claim governed by the internal affairs doctrine shall be exclusively brought in the Court of Chancery of the State of Delaware, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims;

(ii) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit, action or proceeding;

(iii) agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of

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Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper;

(iv) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; and

(v) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law.

Section 16.10 Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

Section 16.11 Consent of Partners. Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners and each Partner shall be bound by the results of such action.

Section 16.12 Facsimile Signatures. The use of facsimile signatures affixed in the name and on behalf of the transfer agent and registrar of the Partnership on Certificates representing Units is expressly permitted by this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

CHESAPEAKE MIDSTREAM PARTNERS, L.P.

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

105

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

GENERAL PARTNER:
CHESAPEAKE MIDSTREAM GP, L.L.C.
By:	/s/ J. Mike Stice
	Name:	J. Mike Stice:
	Title:	Chief Executive Officer
INITIAL LIMITED PARTNERS:
CHESAPEAKE MIDSTREAM HOLDINGS, L.L.C.
By:	/s/ Jennifer M. Grigsby
	Name:	Jennifer M. Grigsby
	Title:	Senior Vice President, Treasurer and
		Corporate Secretary
GIP-A HOLDING (CHK), L.P.
By:	GIP-A Holding (CHK), LLC, its general partner
By:	/s/ Matthew Harris
	Name:	Matthew Harris
	Title:	Secretary
GIP-B HOLDING (CHK), L.P.
By:	GIP-B Holding (CHK), LLC, its general partner
By:	/s/ Matthew Harris
	Name:	Matthew Harris
	Title:	Secretary

SIGNATURE PAGE

CHESAPEAKE MIDSTREAM PARTNERS, L.P.

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

GIP-C HOLDING (CHK), L.P.
By:	GIP-C Holding (CHK), LLC, its general partner
By:	/s/ Matthew Harris
	Name:	Matthew Harris
	Title:	Secretary

SIGNATURE PAGE

CHESAPEAKE MIDSTREAM PARTNERS, L.P.

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

EXHIBIT A

to the First Amended and Restated

Agreement of Limited Partnership of

Chesapeake Midstream Partners, L.P.

Certificate Evidencing Common Units

Representing Limited Partner Interests in

Chesapeake Midstream Partners, L.P.

No.                                          Common Units

In accordance with Section 4.1 of the First Amended and Restated Agreement of Limited Partnership of Chesapeake Midstream Partners, L.P., as amended, supplemented or restated from time to time (the “Partnership Agreement”), Chesapeake Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), hereby certifies that                              (the “Holder”) is the registered owner of              Common Units representing limited partner interests in the Partnership (the “Common Units”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Common Units are set forth in, and this Certificate and the Common Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 777 NW Grand Boulevard, Oklahoma City, Oklahoma 73118. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement.

THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF CHESAPEAKE MIDSTREAM PARTNERS, L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF CHESAPEAKE MIDSTREAM PARTNERS, L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE CHESAPEAKE MIDSTREAM PARTNERS, L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). CHESAPEAKE MIDSTREAM GP, L.L.C., THE GENERAL PARTNER OF CHESAPEAKE MIDSTREAM PARTNERS, L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF CHESAPEAKE MIDSTREAM PARTNERS, L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

A-1

The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement and (iii) made the waivers and given the consents and approvals contained in the Partnership Agreement.

This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware.

Dated:	Chesapeake Midstream Partners, L.P.
Countersigned and Registered by:	By:	Chesapeake Midstream GP, L.L.C.
Computershare Trust Company, N.A.,	By:
As Transfer Agent and Registrar	Name:
	By:
		Secretary

A-2

[Reverse of Certificate]

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations:

TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as                 tenants in common UNIF GIFT/TRANSFERS MIN ACT                      Custodian                      (Cust)                     (Minor) Under Uniform Gifts/Transfers to CD Minors Act (State)

Additional abbreviations, though not in the above list, may also be used.

ASSIGNMENT OF COMMON UNITS OF

CHESAPEAKE MIDSTREAM PARTNERS, L.P.

FOR VALUE RECEIVED,              hereby assigns, conveys, sells and transfers unto

(Please print or typewrite name and address of assignee)	(Please insert Social Security or other identifying number of assignee)
Common Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint                      as its attorney-in-fact with full power of substitution to transfer the same on the books of Chesapeake Midstream Partners, L.P.
Date:	NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular. without alteration, enlargement or change.
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15	(Signature)
	(Signature)

No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer.

A-3

EX-3.2

Exhibit 3.2

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CHESAPEAKE MLP OPERATING, L.L.C.

(A Delaware Limited Liability Company)

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”).

1. Formation. Chesapeake MLP Operating, L.L.C. (formerly known as Chesapeake Midstream Partners, L.L.C.) has been formed as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (the “Act”). This Agreement shall become effective as of the date set forth above.

2. Term. The Company shall have perpetual existence.

3. Purposes. The purpose and nature of the business to be conducted by the Company shall be to engage directly in, or enter into or form, hold and dispose of any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that lawfully may be conducted by a limited liability company organized pursuant to the Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity, and to do anything necessary or appropriate to effect the foregoing.

4. Members; Membership Interests; Liabilities of Members. Upon execution of this Agreement, the Sole Member shall be admitted as the sole member of the Company. The membership interest of the Sole Member is set forth on Exhibit A (the “Membership Interest”). The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated for any such debt, obligation or liability of the Company. The failure to observe any formalities relating to the business or affairs of the Company shall not be grounds for imposing personal liability on the Sole Member for the debts, obligations or liabilities of the Company.

5. Contributions. Without creating any rights in favor of any third party, the Sole Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

6. Allocations. All items of income, gain, loss, deduction and credit of the Company shall be allocated to the Sole Member.

7. Distributions. The Sole Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company, and (b) to enjoy all other rights, benefits and interests in the Company.

8. Management. The management of the Company shall be vested in the Sole Member. All action taken by the Company shall be taken only with the consent of the Sole Member. The Sole Member may delegate power and authority from time to time to one or more “Officers.”

9. Admission of New Members. No new person or entity may be admitted to the Company without the prior consent of the Sole Member.

10. Exculpation; Indemnification. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 10.

11. Dissolution. The Company shall dissolve and its affairs shall be wound up at such time, if any, as the Sole Member may elect. No other event will cause the Company to dissolve.

12. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS CONFLICT-OF-LAWS RULES).

2

13. Amendments. This Agreement may be modified, altered, supplemented or amended at any time by a written agreement executed and delivered by the Sole Member.

[Signature Page Follows]

3

IN WITNESS WHEREOF, the undersigned, being the Sole Member of the Company, has caused this Agreement to be duly executed as of the date first set forth above.

CHESAPEAKE MIDSTREAM PARTNERS, L.P.
By:	Chesapeake Midstream GP, L.L.C.
	its General Partner
By:	/s/ J. Mike Stice
Name:	J. Mike Stice
Title:	Chief Executive Officer

Signature Page to the Limited Liability Company Agreement

of Chesapeake MLP Operating, L.L.C.

EXHIBIT A

Member	Membership Interest
Chesapeake Midstream Partners, L.P.	100	%

A-1

EX-10.1

Exhibit 10.1

OMNIBUS AGREEMENT

BY AND AMONG

CHESAPEAKE MIDSTREAM HOLDINGS, L.L.C.,

CHESAPEAKE MIDSTREAM VENTURES, L.L.C.,

AND

CHESAPEAKE MIDSTREAM PARTNERS, L.P.

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
Section 1.1	Definitions	1
Section 1.2	Interpretation	7
ARTICLE II
ADDITIONAL PROJECTS
Section 2.1	Additional Projects	7
Section 2.2	Termination	10
ARTICLE III
INDEMNIFICATION
Section 3.1	Environmental Indemnification	10
Section 3.2	Additional Indemnification	11
Section 3.3	Indemnification by the Partnership Group	12
Section 3.4	Indemnification Procedure	12
ARTICLE IV
MISCELLANEOUS
Section 4.1	Accuracy of Recitals	13
Section 4.2	Applicable Law; Forum, Venue and Jurisdiction	14
Section 4.3	Waiver of Jury Trial	14
Section 4.4	Notices	15
Section 4.5	Further Assurances	16
Section 4.6	Agreement	16
Section 4.7	Effect of Waiver or Consent	17
Section 4.8	No Presumption	17
Section 4.9	Amendment or Modification	17
Section 4.10	Assignment; Third-Party Beneficiaries	17
Section 4.11	Counterparts	17
Section 4.12	Severability	17
Section 4.13	Titles and Headings	18
Section 4.14	Binding Effect	18
Section 4.15	Time of the Essence	18
Section 4.16	Delay or Partial Exercise Not Waiver	18
Section 4.17	Withholding or Granting of Consent	18
Section 4.18	Laws and Regulations	18
Section 4.19	No Recourse Against Officers or Directors	18
Section 4.20	Signatories Duly Authorized	18
Schedule A

i

OMNIBUS AGREEMENT

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.”

RECITALS:

WHEREAS, the Parties desire to provide the Partnership with certain additional projects and opportunities; and

WHEREAS, the Parties desire to evidence their understanding of certain indemnification and reimbursement obligations of the Parties;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions.

(a) Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement.

(b) As used in this Agreement, the following capitalized terms have the meanings set forth below:

“100% Affiliate” means (a) with respect to any Person, another Person that has beneficial ownership of all of the outstanding Equity Interests of such first Person, has all of its outstanding Equity Interests beneficially owned by such first Person or has all of its outstanding Equity Interests beneficially owned by the same Person who has beneficial ownership of all of the outstanding Equity Interests of such first Person (including for these purposes where the relevant outstanding Equity Interests are held through a chain of ownership in which each Person owns all of the outstanding Equity Interests of the next relevant Person) or (b) with respect to any investment fund or similar vehicle, a Person who controls, is controlled by, or is under common control with, such investment fund or similar vehicle.

“Affiliate” means any Person that is a Subsidiary of, or directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the Person in question.

“Agreement” is defined in the preamble.

“AMI” has the meaning set forth in the Gathering Agreement.

“Change in Ownership” means the point in time when both (a) Global Infrastructure Partners has beneficial ownership of less than 50% of the Equity Interests in Midstream Ventures held by Global Infrastructure Partners as of the Effective Date and (b) the Chesapeake Entities have beneficial ownership of less than 50% of the Equity Interests in Midstream Ventures held by the Chesapeake Entities as of the Effective Date.

“Chesapeake” means Chesapeake Energy Corporation, an Oklahoma corporation.

“Chesapeake Change of Control” means, with respect to Chesapeake, the direct or indirect (a) sale of all or substantially all of Chesapeake’s assets in one transaction or series of related transactions, (b) merger, consolidation, refinancing or recapitalization as a result of which the holders of Chesapeake’s issued and outstanding voting securities immediately before such transaction own or control less than 40% of the voting securities of the continuing or surviving entity immediately after such transaction and/or (c) acquisition (in one or more transactions) by any Person or Persons acting together or constituting a “group” under Section 13(d) of the Exchange Act together with any Affiliates thereof (other than equity holders of such Person as of the date hereof and their respective Affiliates) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) or control, directly or indirectly, of at least 40% of the total voting power of all classes of securities entitled to vote generally in the election of Chesapeake’s board of directors or similar governing body.

“Chesapeake Entity” and “Chesapeake Entities” means Chesapeake and its Affiliates, other than Midstream Ventures and its Subsidiaries.

“Chesapeake Holdings” is defined in the preamble.

“Claim Notice” is defined in Section 3.4(a).

“Common Units” means a partnership security having the rights and obligations specified with respect to “Common Units” in the Partnership Agreement.

“controls,” “is controlled by” or “is under common control with” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Covered Environmental Losses” means all Environmental Losses by reason of or arising out of any violation, event, circumstance, action, omission or condition associated with the operation of the Partnership Assets, but only to the extent such violation, event circumstance, action, omission or condition occurs on or before the Effective Date.

“Effective Date” is defined in the preamble.

“Environmental Activity” means any investigation, study, assessment, evaluation, sampling, testing, monitoring, containment, removal, disposal, closure, corrective action,

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remediation (regardless of whether active or passive), natural attenuation, restoration, bioremediation, response, repair, corrective measure, cleanup or abatement that is required or necessary under any applicable Environmental Law, including, institutional or engineering controls or participation in a governmental voluntary cleanup program to conduct voluntary investigatory and remedial actions for the clean-up, removal or remediation of Hazardous Substances that exceed actionable levels established pursuant to Environmental Laws, or participation in a supplemental environmental project in partial or whole mitigation of a fine or penalty.

“Environmental Laws” means all federal, state, and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law relating to (i) pollution or protection of the environment or natural resources, (ii) any Release or threatened Release of, or any exposure of any Person or property to, any Hazardous Substances or (iii) the generation, manufacture, processing, distribution, use, treatment, storage, transport or handling of any Hazardous Substances; including, the federal Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendments and Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Oil Pollution Act of 1990, the Federal Hazardous Materials Transportation Law, the Occupational Safety and Health Act, the Marine Mammal Protection Act, the Endangered Species Act, the National Environmental Policy Act and other environmental conservation and protection laws, each as amended through the Effective Date.

“Environmental Losses” means all Losses (including the costs and expenses of any Environmental Activity or of any environmental or toxic tort pre-trial, trial or appellate legal or litigation work), by reason of or arising out of:

(i) any violation of or cost to correct a violation of any Environmental Laws;

(ii) any Environmental Activity to address a Release of Hazardous Substances; or

(iii) the Release of, or exposure of any Person to, any Hazardous Substance.

“Environmental Permit” means any permit, approval, identification number, license, registration, certification, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law.

“Equity Interests” means all shares, participations, capital stock, partnership or limited liability company interests, units or similar equity interests issued by any Person, however designated.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Gathering Agreement” means that certain Amended and Restated Gas Gathering Agreement, dated January 25, 2010, but effective February 1, 2010, by and among MLP Operating, Chesapeake Energy Marketing, Inc., an Oklahoma corporation, COI, Chesapeake Exploration, L.L.C., an Oklahoma limited liability company, Chesapeake Louisiana L.P., an Oklahoma limited partnership, and DDJET Limited LLP, a Texas limited liability partnership.

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“Global Infrastructure Partners” Global Infrastructure Partners—A, L.P. and affiliated funds managed by Global Infrastructure Management, LLC, and their respective Affiliates other than, for the avoidance of doubt, Midstream Ventures and its Subsidiaries.

“Governmental Authority” means any federal, state or local governmental entity, authority or agency, court, tribunal, regulatory commission or other body, whether legislative, judicial or executive (or a combination or permutation thereof).

“GP” means Chesapeake Midstream GP, L.L.C., a Delaware limited liability company.

“Hazardous Substance” means (i) any substance that is designated, defined or classified under any Environmental Law as a hazardous waste, solid waste, hazardous material, pollutant, contaminant or toxic or hazardous substance, or terms of similar meaning, or that is otherwise regulated under any Environmental Law, including any hazardous substance as defined under the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (ii) oil as defined in the Oil Pollution Act of 1990, as amended, including, oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel and other refined petroleum hydrocarbons and petroleum products and (iii) radioactive materials, asbestos containing materials or polychlorinated biphenyls.

“Indemnified Party” is defined in Section 3.4.

“Indemnifying Party” is defined in Section 3.4.

“Law” means any applicable statute, law (including common law), rule, ordinance, regulation, ruling, requirement, writ, injunction, decree, order or other official act of or by any Governmental Authority, whether such Laws now exist or hereafter come into effect.

“Loss” and “Losses” are defined in Section 3.1(a).

“Midstream Ventures” is defined in the preamble.

“MLP Operating” means Chesapeake MLP Operating, L.L.C. (formerly known as “Chesapeake Midstream Partners, L.L.C.”), a Delaware limited liability company.

“Monetization ROFO Notice” has the meaning set forth in Section 2.1(c).

“Monetization ROFO Response” has the meaning set forth in Section 2.1(c).

“Monetization Transaction” means any sale, transfer, disposition, joint venture or other monetization (whether involving assets or Equity Interests) of any midstream gathering systems and associated infrastructure assets located outside the AMI and the Proximate Area; provided, that “Monetization Transaction” shall not include (i) any equity financing transactions by any Chesapeake Entity in respect of any midstream gathering systems and/or associated infrastructure assets located outside the AMI and Proximate Area, the net proceeds of which are

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used to finance the construction, development and/or operation of such midstream gathering system and/or associated infrastructure assets, (ii) any financing transactions consisting of debt that is non-convertible and non-exchangeable, provided that any such transaction or series of related transactions may include the issuance of Equity Interests to the parties providing financing or Affiliates thereof that in the aggregate constitute less than 20% of the aggregate value of such financing transaction, (iii) any transactions that would result in a Chesapeake Change of Control or a sale of all or substantially all of the assets of Chesapeake and its Subsidiaries, taken as a whole, (iv) any sale, joint venture or other monetization of any midstream gathering system and/or associated infrastructure assets outside the AMI and Proximate Area in connection with a sale of interests in oil and gas properties (including, but not limited to, volumetric production payments) in which the majority of the assets (by value) are comprised of oil and gas exploration and production assets, (v) any transaction that would meet the primary definition of Monetization Transaction but is subject to the rights of first refusal, purchase and similar commitments to third parties, as listed on Schedule A hereto, (vi) any exchange, swap or similar property-for-property transaction involving the exchange of any midstream gathering system and/or associated infrastructure assets outside the AMI and Proximate Area for other midstream gathering systems and/or associated infrastructure assets outside the AMI and Proximate Area, to the extent any net cash proceeds to the Chesapeake Entities from any such transaction or series of related transactions does not comprise more than 20% of the aggregate value of the assets subject to such transaction or series of related transactions and (vii) any sale, transfer or disposition to a 100% Affiliate of Chesapeake that remains a 100% Affiliate of Chesapeake at all times following such sale, transfer or disposition (it being understood and agreed that if and when such 100% Affiliate ceases to be a 100% Affiliate of Chesapeake, it will be deemed to be a new sale, transfer or disposition of any applicable midstream gathering systems and/or associated infrastructure assets held by such 100% Affiliate, and be subject to Section 2.1(c) to the extent not otherwise exempt hereunder from this definition of “Monetization Transaction”).

“Partnership” is defined in the recitals.

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of the Effective Date, as such agreement is in effect on the Effective Date, to which reference is hereby made for all purposes of this Agreement.

“Partnership Assets” means the gathering pipelines, compressors, treating facilities, transportation pipelines or related equipment or assets, or portions thereof (including the assets and Equity Interests to be contributed to the Partnership in connection with the initial public offering as more completely described in the Registration Statement), conveyed, contributed or otherwise transferred or intended to be conveyed, contributed or otherwise transferred to any member of the Partnership Group, or owned by, leased by or necessary for the operation of the business, properties or assets of any member of the Partnership Group, prior to or as of the Effective Date.

“Partnership Group” means the GP, Partnership and any Subsidiary of the Partnership, taken together.

“Partnership Group Indemnified Parties” is defined in Section 3.1(a).

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“Partnership Proximate Area Offer” has the meaning set forth in Section 2.1(a).

“Partnership Third Party Service Contract Offer” has the meaning set forth in Section 2.1(b).

“Party” and “Parties” are defined in the preamble.

“Person” means any individual, partnership, joint venture, corporation, limited liability company, limited liability partnership, trust, unincorporated organization or Governmental Authority or any department or agency thereof.

“Principal Regions” means the Mid-Continent Region (located principally within the States of Arkansas, Kansas, New Mexico, Oklahoma and Texas) and the Barnett Shale Region (located principally in the State of Texas).

“Proximate Area” has the meaning set forth in Section 2.1(a).

“Proximate Area Opportunity” has the meaning set forth in Section 2.1(a).

“Proximate Area Opportunity Notice” has the meaning set forth in Section 2.1(a).

“Registration Statement” means the Registration Statement on Form S-1, as amended (No. 333-164905), filed with the Securities and Exchange Commission with respect to the proposed initial public offering of Common Units by the Partnership.

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping or disposing into the environment.

“Subsidiary” or “Subsidiaries,” with respect to any Person, means (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest, (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person or (iii) the right to more than 50% of the dividends paid and other distributions made by such Person prior to liquidation or more than 50% of the assets of such Person or proceeds from the sale thereof upon liquidation.

“Terminating Third Party Service Contract” has the meaning set forth in Section 2.1(b).

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“Transaction Documents” means (i) the documents set forth in the definition of “Transaction Documents” in the Partnership Agreement, (ii) the Amended and Restated Limited Liability Company Agreement of Chesapeake Midstream Ventures, L.L.C., dated as of August 3, 2010, by and among Chesapeake Midstream Ventures, L.L.C., GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P., GIP-C Holding (CHK), L.P. and Chesapeake Midstream Holdings, L.L.C., (iii) the Purchase Agreement, by and among Chesapeake Midstream Holdings, L.L.C., Chesapeake Midstream Development, L.P., Chesapeake Energy Corporation, GIP-A Acquisition (CHK), LLC, GIP-B Acquisition (CHK), LLC and GIP-C Acquisition (CHK), LLC, dated as of September 24, 2009, as amended by the Agreement and Amendment to the Purchase Agreement, dated as of August 3, 2010, by and among Chesapeake Midstream Holdings, L.L.C., Chesapeake Midstream Development, L.P., Chesapeake Energy Corporation, Chesapeake Midstream Ventures, L.L.C., GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P., and GIP-C Holding (CHK), L.P. and (iv) the Voting Agreement, dated as of August 3, 2010, by and among GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P., GIP-C Holding (CHK), L.P., Chesapeake Midstream Holdings, L.L.C., and Chesapeake Energy Corporation, in each case as may be amended, supplemented or restated from time to time.

Section 1.2 Interpretation. In this Agreement, unless a clear contrary intention appears: (a) the singular includes the plural and vice versa; (b) reference to any Person includes such Person’s successors and permitted assigns, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes each other gender; (d) reference to any agreement (including this Agreement), document or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement; (e) reference to any Article or Section means such Article or Section of this Agreement, and references in any Section to any clause means such clause of such Section; (f) each reference to an Exhibit refers to such Exhibit attached to this Agreement, which is made a part hereof for all purposes; (g) “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof; (h) the terms “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the phrase “without limitation,”; and (i) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including.”

ARTICLE II

ADDITIONAL PROJECTS

Section 2.1 Additional Projects. Subject to Section 2.2,

(a) Chesapeake Holdings shall, and shall cause the Chesapeake Entities to, offer to the Partnership, pursuant to a written notice to the Partnership (which shall include electronic mail) including reasonable detail (a “Proximate Area Opportunity Notice”), all potential investments in, opportunities to develop, or acquisitions of any midstream energy projects (including well connections) within five miles outside of the AMI of either Principal Region (as to each AMI, such area within five miles of the AMI being a “Proximate Area”) that may from time to time become available to Chesapeake Holdings or other Chesapeake Entities (excluding

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any investment, development opportunity or acquisition subject to a dedication or similar arrangement as of September 30, 2009, a “Proximate Area Opportunity”). The Partnership will have the right, exercisable (x) with respect to any Proximate Area Opportunity consisting of an individual well connection, within ten days of the Partnership’s receipt of the Proximate Area Opportunity Notice or (y) with respect to any other Proximate Area Opportunity, within thirty days of the Partnership’s receipt of a Proximate Area Opportunity Notice, to make a first offer pursuant to written notice to Chesapeake Holdings to pursue such Proximate Area Opportunity (a “Partnership Proximate Area Offer”), including to the extent reasonably practicable, reasonable detail regarding the terms upon which the Partnership would be willing to pursue such Proximate Area Opportunity. Unless the Partnership Proximate Area Offer is rejected pursuant to written notice from Chesapeake Holdings delivered to the Partnership within thirty days of the Partnership’s delivery of the Partnership Proximate Area Offer, such Partnership Proximate Area Offer shall be deemed to have been accepted by Chesapeake Holdings, and the Partnership shall have, and Chesapeake Holdings shall cause the Partnership to have, the right to pursue such Proximate Area Opportunity on the terms set forth in the Partnership Proximate Area Offer. In the event the Partnership does not exercise its right to make a Partnership Proximate Area Offer with respect to a Proximate Area Opportunity, or Chesapeake Holdings validly rejects such Partnership Proximate Area Offer as provided above, Chesapeake Holdings and other Chesapeake Entities shall be free to pursue such Proximate Area Opportunity without the participation of the Partnership; provided that Chesapeake Holdings may not, and shall cause the Chesapeake Entities not to, pursue any such Proximate Area Opportunity (i) on its own, or solely with its Affiliates, on terms and conditions (including those relating to price, gas gathering and other commercial agreements) that are more favorable in the aggregate to such participants than the terms and conditions (including those relating to price, gas gathering and other commercial agreements) set forth in the Partnership Proximate Area Offer (if any), or (ii) in a transaction with a third party un-Affiliated with Chesapeake Holdings or any Chesapeake Entity on terms and conditions (including those relating to price, gas gathering and other commercial agreements) that are more favorable in the aggregate to such third party than the terms and conditions (including those relating to price, gas gathering and other commercial agreements) set forth in the Partnership Proximate Area Offer upon which the Partnership proposed to participate in the Proximate Area Opportunity (if any).

(b) To the extent that Chesapeake Holdings or any Chesapeake Entity is party to a gas gathering agreement or other midstream energy services agreement for the provision of services to Chesapeake Holdings and/or such Chesapeake Entity by any third party that is not an Affiliate of Chesapeake Holdings or such Chesapeake Entity, and such agreement covers an AMI or any Proximate Area and becomes terminable by Chesapeake Holdings and/or such Chesapeake Entity, at no cost and without any liability or is otherwise terminated (a “Terminating Third Party Service Contract”), then Chesapeake Holdings shall use commercially reasonable efforts to, and Chesapeake Holdings shall use commercially reasonable efforts to cause any such Chesapeake Entity to, provide the Partnership with written notice (including a copy of such Terminating Third Party Service Contract and other reasonable detail as to the term, scope and termination of the Terminating Third Party Service Contact), of the Partnership’s right to make a first offer (a “Partnership Third Party Service Contract Offer”) to provide the services covered by such Terminating Third Party Service Contract; provided, that with respect to any Terminating Third Party Service Contract, or series of related Terminating Third Party Service Contracts in the aggregate, with annual revenues of $5,000,000 or greater, Chesapeake Holdings

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shall cause any such Chesapeake Entity to, provide the Partnership written notice of its right to make a Partnership Third Party Service Contract Offer. The Partnership may exercise its right to make a Partnership Third Party Service Contract Offer within sixty days of the Partnership’s receipt of notice thereof by providing written notice to Chesapeake Holdings, including reasonable detail regarding the terms upon which the Partnership would be willing to provide the services covered by such Terminating Third Party Service Contract. Unless the Partnership Third Party Service Contract Offer is rejected pursuant to written notice from Chesapeake Holdings delivered to the Partnership within sixty days of the Partnership’s delivery of the Partnership Third Party Service Contract Offer, such Partnership Third Party Service Contract Offer shall be deemed to have been accepted by Chesapeake Holdings and Chesapeake Holdings shall (or Chesapeake Holdings shall cause the applicable Chesapeake Entity to) enter into an agreement with the Partnership (including terminating the Terminating Third Party Service Contract, if applicable) for the provision of the services covered by such Partnership Third Party Service Contract Offer upon the terms and conditions set forth therein. In the event the Partnership does not exercise its right to make a Partnership Terminating Third Party Service Offer with respect to a Terminating Third Party Service Contract, or Chesapeake Holdings validly rejects a Partnership Terminating Third Party Service Offer as provided above, Chesapeake Holdings and the Chesapeake Entities shall be free to obtain the services covered by such Terminating Third Party Service Contract from a third party other than the Partnership (including the counterparty to the Terminating Third Party Service Contract); provided that such services are provided on terms and conditions (including those relating to price, gas gathering and other commercial agreements) no more favorable in the aggregate to such third party than those that were proposed in the Partnership Terminating Third Party Service Offer to apply to the Partnership (if any).

(c) In the event Chesapeake Holdings or any Chesapeake Entity proposes to enter into a Monetization Transaction, Chesapeake Holdings shall, and Chesapeake Holdings shall cause any such Chesapeake Entity to, prior to entering into any such Monetization Transaction, first give notice in writing to the Partnership (the “Monetization ROFO Notice”) of its intention to enter into such Monetization Transaction. The Monetization ROFO Notice shall include any material terms, conditions and details (other than those relating to price, gas gathering and other commercial agreements to the extent not provided to any other third party in connection with the proposed Monetization Transaction) as would be necessary for the Partnership to make a responsive offer to enter into the contemplated Monetization Transaction with Chesapeake Holdings or such Chesapeake Entity which terms, conditions and details shall at a minimum include any terms, condition or details provided to third parties in connection with the proposed Monetization Transaction. The Partnership shall have sixty days following receipt of the Monetization ROFO Notice to propose an offer to enter into the Monetization Transaction with Chesapeake Holdings or such Chesapeake Entity (the “Monetization ROFO Response”). The Monetization ROFO Response shall set forth the terms and conditions (including those relating to price, gas gathering and other commercial agreements) pursuant to which the Partnership would be willing to enter into a binding agreement for the Monetization Transaction. Unless the Monetization ROFO Response is rejected pursuant to written notice from Chesapeake Holdings or a Chesapeake Entity delivered to the Partnership within sixty days of such delivery, such Monetization ROFO Response shall be deemed to have been accepted by Chesapeake Holdings and Chesapeake Holdings or the applicable Chesapeake Entity shall (and Chesapeake Holdings shall cause the applicable Chesapeake Entity to) enter into an agreement with the Partnership

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providing for the consummation of the Monetization Transaction upon the terms set forth in the Monetization ROFO Response. If the Partnership has not validly delivered a Monetization ROFO Response as specified above in respect of a Monetization Transaction that is subject to a Monetization ROFO Notice, Chesapeake Holdings or the applicable Chesapeake Entity shall be free to enter into such Monetization Transaction with any third party on terms and conditions no more favorable to such third party than those set forth in the Monetization ROFO Notice. If a Monetization ROFO Response with respect to any Monetization Transaction is rejected by Chesapeake Holdings or the applicable Chesapeake Entity, Chesapeake Holdings or such Chesapeake Entity shall be free to enter into such Monetization Transaction with any third party (i) on terms and conditions (including those relating to gas gathering and other commercial agreements, but excluding those relating to price) that are not more favorable in the aggregate to such third party than those proposed in respect of the Partnership in the Monetization ROFO Response and (ii) at a price equal to no less than 95% of the price offered by the Partnership in the Monetization ROFO Response to Chesapeake Holdings or such Chesapeake Entity.

(d) The Partnership and Chesapeake Holdings shall use commercially reasonable efforts to do or cause to be done all things that may be reasonably necessary or advisable to effectuate the provisions of this Section 2.1 and the exercise of rights or consummation of any transactions contemplated hereby, including in the case of Chesapeake Holdings, causing its Affiliates and any members of the board of directors of the GP or Midstream Ventures designated by it or its Affiliates, to execute, deliver and perform all documents, notices, amendments, certificates, instruments and consents required in connection therewith (including any consent of the board of directors of the GP or Midstream Ventures that could be required under applicable law).

Section 2.2 Termination. Notwithstanding any other provision of this Agreement, the obligations of Chesapeake Holdings under Section 2.1 may be terminated by Chesapeake Holdings at any time following a Change in Ownership.

ARTICLE III

INDEMNIFICATION

Section 3.1 Environmental Indemnification.

(a) Subject to the provisions of Section 3.4 and provided that the Indemnified Party notifies Midstream Ventures of such claim prior to the third anniversary of the Effective Date, Midstream Ventures shall indemnify and hold harmless the Partnership Group, and the officers, directors, employees, agents and representatives of each member of the Partnership Group (collectively, the “Partnership Group Indemnified Parties”), to the fullest extent provided by Law, from and against all losses, claims, damages, liabilities, costs and expenses (including attorneys’ fees and expenses), interest, penalties, taxes, judgments and settlements (each a “Loss” and collectively, “Losses”), to the extent that such Losses are in respect of or arise from any Covered Environmental Losses suffered or incurred by the Partnership Group relating to the Partnership Assets.

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(b) The aggregate liability of Midstream Ventures under Section 3.1(a) shall not exceed $15.0 million in the aggregate.

(c) No claims may be made against Midstream Ventures for indemnification pursuant to Section 3.1(a) unless and until, and Midstream Ventures shall only be liable to provide indemnification pursuant to Section 3.1(a) to the extent that, the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group Indemnified Parties exceed $250,000, subject to the limitations of Section 3.1(d).

(d) Notwithstanding the foregoing, in no event shall Midstream Ventures have any indemnification obligations under this Agreement for any claim made as a result of additions to or modifications of Environmental Laws enacted or promulgated after the Effective Date.

Section 3.2 Additional Indemnification.

(a) Subject to the provisions of Section 3.4, Midstream Ventures shall indemnify and hold harmless the Partnership Group Indemnified Parties, to the fullest extent permitted by Law, from and against all Losses to the extent that such Losses are in respect of or arise from:

(i) the failure of the Partnership Group to be on the Effective Date the owner of valid and indefeasible easement rights, leasehold and/or fee ownership interests in and to the lands on which are located any Partnership Assets, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Partnership Assets in substantially the same manner that the Partnership Assets were used and operated by MLP Operating immediately prior to the Effective Date as described in the Registration Statement;

(ii) the failure of the Partnership Group to have on the Effective Date any consent or governmental permit necessary to allow (A) the transfer of any of the Partnership Assets to the Partnership Group on the Effective Date or (B) any such Partnership Assets to cross the roads, waterways, railroads and other areas upon which any such Partnership Assets are located as of the Effective Date, and any such failure specified in such clause (B) renders the Partnership Group unable to use or operate the Partnership Assets in substantially the same manner that the Partnership Assets were used and operated by MLP Operating and its Subsidiaries immediately prior to the Effective Date as described in the Registration Statement; and

(iii) any federal, state or local income tax liabilities attributable to the ownership or operation of the Partnership Assets prior to the Effective Date.

provided, however, that, in the case of clauses (i) and (ii) above, such indemnification obligations shall survive for three (3) years from the Effective Date; and in the case of clause (iii) above, such indemnification obligations shall survive until 12:01 a.m. of the first day after the expiration of any applicable statute of limitations.

(b) Notwithstanding anything herein to the contrary, in no event will Midstream Ventures be obligated to indemnify the Partnership Group Indemnified Parties for any claims, losses or expenses or income taxes referred to in Section 3.1(a) or Sections 3.2(a)(i)–(iii) to the

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extent such claims, losses or expenses or income taxes were either (i) reserved for in the Partnership’s financial statements as of the Effective Date or (ii) are recovered under available insurance coverage, from contractual rights or other recoveries against any third party. The Partnership hereby agrees to use commercially reasonable efforts to realize any applicable insurance proceeds and amounts recoverable under such contractual obligations; provided, that such obligation or efforts shall not limit the Partnership Group Indemnified Parties’ right to seek indemnification hereunder.

Section 3.3 Indemnification by the Partnership Group. Subject to the provisions of Section 3.4, the Partnership Group shall indemnify and hold harmless Midstream Ventures, and the officers, directors, employees, agents and representatives of Midstream Ventures from and against all Losses to the extent that such Losses are in respect of or arise from events and conditions associated with the operation of the Partnership Assets and occurring on or after the Effective Date, unless in any such case indemnification would not be permitted under the Partnership Agreement and except to the extent that the Partnership Group is indemnified with respect to any such Losses under Section 3.2(a).

Section 3.4 Indemnification Procedure. The Party or Parties making a claim for indemnification under this Article III shall be, for the purposes of this Agreement, referred to as the “Indemnified Party” and the Party or Parties against whom such claims are asserted under this Article III shall be, for the purposes of this Agreement, referred to as the “Indemnifying Party.” All claims by any Indemnified Party under this Article III shall be asserted and resolved as follows:

(a) The Indemnified Party shall promptly send to the Indemnifying Party a written notice specifying the nature of any claim, together with all information reasonably available to the Indemnified Party with respect to such claim (a “Claim Notice”); provided, however, that a delay by the Indemnified Party in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that such failure shall have caused actual prejudice to the Indemnifying Party’s ability to defend against the applicable claim.

(b) The Indemnifying Party shall have forty-five (45) days after its receipt of a Claim Notice to elect to undertake, conduct and control, through counsel of its own choosing (but chosen in consultation with the Indemnified Party) and at its own expense, the settlement or defense of the applicable claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such Indemnified Party except as set forth below). Notwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a claim, an Indemnified Party shall have the right to employ separate counsel, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest that cannot be waived, or (ii) the Indemnifying Party has not employed counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such claim. If the Indemnifying Party elects to undertake such defense, it shall promptly assume and hold such Indemnified Party harmless from and against the full amount of any damages resulting from such claim to the extent provided herein. If the Indemnifying Party elects to undertake such defense,

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(x) the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting such claim, and, if appropriate and related to such claim, the Indemnifying Party and the Indemnified Party shall reasonably cooperate with each other in connection with making any counterclaim against the person or entity asserting the claim, or any cross-complaint against any person or entity, (y) such claim shall not be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party; provided, however, that in the event any Indemnified Party settles or compromises or consents to the entry of any judgment with respect to any claim without the prior written consent of the Indemnifying Party, such Indemnified Party shall be deemed to have waived all rights against the Indemnifying Party for indemnification under this Article III and (z) the Indemnifying Party shall not, except with the consent of the Indemnified Party, enter into any settlement that does not include as an unconditional term thereof the giving by the Person asserting such claim to all Indemnified Parties of (A) unconditional release from all liability with respect to such claim or (B) consent to entry of any judgment. If the Indemnifying Party does not notify the Indemnified Party of its election to undertake the defense of such claim within forty-five (45) days after receipt of the Claim Notice relating to such claim, the Indemnified Party shall have the right to contest, settle, compromise or consent to the entry of any judgment with respect to such claim, and, in doing so, shall not thereby waive any right to recourse therefor pursuant to this Agreement; provided, however, that at any time thereafter the Indemnifying Party may assume the defense of such claim.

(c) From and after the delivery of a Claim Notice under this Agreement, at the reasonable request of the Indemnifying Party, the Indemnified Party shall grant the Indemnifying Party and its representatives all reasonable access to the books, records and properties of such Indemnified Party to the extent reasonably related to the matters to which the Claim Notice relates. All such access shall be granted during normal business hours and shall be granted under conditions that will not unreasonably interfere with the businesses and operations of such Indemnified Party. The Indemnifying Party shall not, and shall cause its representatives not to, use (except in connection with such Claim Notice or such claim) or disclose to any third person or entity other than the Indemnifying Party’s representatives (except as may be required by Law) any information obtained pursuant to this Section 3.4(c), which is designated as confidential by the Indemnified Party, unless otherwise required by law or the listing standards of the New York Stock Exchange.

(d) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Accuracy of Recitals. The paragraphs contained in the recitals to this Agreement are incorporated in this Agreement by this reference, and the Parties to this Agreement acknowledge the accuracy thereof.

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Section 4.2 Applicable Law; Forum, Venue and Jurisdiction.

(a) This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

(b) Each of the Parties:

(i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of this Agreement or the duties, obligations or liabilities among Parties, or the rights or powers of, or restrictions on, the Parties) shall be exclusively brought in the Court of Chancery of the State of Delaware, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims;

(ii) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit, action or proceeding;

(iii) agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper;

(iv) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; and

(v) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law.

Section 4.3 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT

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EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTION CONTEMPLATED HEREBY. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Section 4.4 Notices. Any notice, demand or communication required or permitted under this Agreement shall be in writing and delivered personally, by reputable courier or by telecopier, and shall be deemed to have been duly given as of the date and time reflected on the delivery receipt, if delivered personally or sent by reputable courier service, or on the automatic telecopier receipt, if sent by telecopier, addressed as follows:

Chesapeake Midstream Holdings, L.L.C.

6100 North Western Avenue

Oklahoma City, Oklahoma

Attn: J. Mike Stice

Fax: (405) 849-6134

and

Attn: Nick Dell’Osso

Fax: (405) 849-6125

Chesapeake Midstream Partners, L.P.

777 NW Grand Boulevard

Oklahoma City, Oklahoma

Attn: J. Mike Stice

Fax: (405) 849-6134

and

Attn: Dave Shiels

Fax: (405) 849-6224

Chesapeake Midstream Ventures, L.L.C.

777 NW Grand Boulevard

Oklahoma City, Oklahoma

Attn: J. Mike Stice

Fax: (405) 849-6134

and

Attn: Nick Dell’Osso

Fax: (405) 849-6125

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with a copy to:

Global Infrastructure Partners

12 East 49^th Street

38^th Floor

New York, New York 10017

Attn: Salim Samaha

Fax: (646) 282-1599

with a copy to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Attn: Edward Sonnenschein

Fax: (212) 751-4864

with copy to:

Vinson & Elkins LLP

666 Fifth Avenue, 26^th Floor

New York, NY 10103-0040

Attn: Alan P. Baden

Fax: (917) 849-5337

A Party may change its address for the purposes of notices hereunder by giving notice to the other Parties specifying such changed address in the manner specified in this Section 4.2.

Section 4.5 Further Assurances. The Parties agree to execute such additional instruments, agreements and documents, and to take such other actions, as may be necessary to effect the purposes of this Agreement.

Section 4.6 Agreement. This Agreement, together with the other Transaction Documents, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby or in the other Transaction Documents, whether oral or written. Without limiting the foregoing, each of the Parties acknowledges and agrees that (i) this Agreement is being executed and delivered in connection with each of the other Transaction Documents and the transactions contemplated hereby and thereby, (ii) the performance of this Agreement and the other Transaction Documents and expected benefits herefrom and therefrom are a material inducement to the willingness of the Parties to enter into and perform this Agreement and the other Transaction Documents and the transactions described herein and therein, (iii) the Parties would not have been willing to enter into this Agreement in the absence of the entrance into, performance of, and the economic interdependence of, the Transaction Documents, (iv) the execution and delivery of this Agreement and the other Transaction Documents and the rights and obligations of the Parties hereto and thereto are interrelated and part of an integrated transaction effected pursuant to the terms of this Agreement and the other Transaction Documents, (v) irrespective of the form such documents have taken, or

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otherwise, the transactions contemplated by this Agreement and the other Transaction Documents are necessary elements of one and the same overall and integrated transaction, (vi) the transactions contemplated by this Agreement and by the other Transaction Documents are economically interdependent and (vii) such Party will cause any of its successors or permitted assigns to expressly acknowledge and agree to this Section 4.6 prior to any assignment or transfer of this Agreement, by operation of law or otherwise.

Section 4.7 Effect of Waiver or Consent. No waiver or consent under this Agreement shall be effective unless in writing. No waiver or consent by any Party to or of any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any other Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run

Section 4.8 No Presumption. The Parties agree that this Agreement was negotiated fairly between them on a reasonable basis at arms’ length, that each Party is a commercially distinct entity entering into this Agreement in order to provide for efficiency and consideration for the benefit of each Party, and that the final terms of this Agreement are the product of the Parties’ negotiations.

Section 4.9 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement.

Section 4.10 Assignment; Third-Party Beneficiaries. No Party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Parties. The provisions of this Agreement are enforceable solely by the Parties, and no limited partner, member, or assignee of any Party or other Person shall have the right, separate and apart from such Party, to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement. Notwithstanding the foregoing, each Party agrees that any Indemnified Party shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to such Indemnified Party.

Section 4.11 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 4.12 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by Law.

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Section 4.13 Titles and Headings. Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

Section 4.14 Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives.

Section 4.15 Time of the Essence. Time is of the essence in the performance of this Agreement.

Section 4.16 Delay or Partial Exercise Not Waiver. No failure or delay on the part of any Party to exercise any right or remedy under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy under this Agreement preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or any related document. The waiver by any Party of a breach of any provisions of this Agreement shall not constitute a waiver of a similar breach in the future or of any other breach or nullify the effectiveness of such provision.

Section 4.17 Withholding or Granting of Consent. Unless otherwise provided in this Agreement, each Party may, with respect to any consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its sole and uncontrolled discretion, with or without cause, and subject to such conditions as it shall deem appropriate.

Section 4.18 Laws and Regulations. Notwithstanding any provision of this Agreement to the contrary, no Party shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such Party to be in violation of any applicable Law.

Section 4.19 No Recourse Against Officers or Directors. For the avoidance of doubt, the provisions of this Agreement shall not give rise to any right of recourse against any officer or director of any Party or its Affiliates.

Section 4.20 Signatories Duly Authorized. Each Party represents that its signatory hereto is duly authorized to execute this Agreement on behalf of such Party, and that such signature is sufficient to bind such Party.

[Signatures of the Parties follow on the next page.]

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IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the Effective Date.

CHESAPEAKE MIDSTREAM HOLDINGS, L.L.C.
By:	/s/ Jennifer M. Grigsby
Name:	Jennifer M. Grigsby
Title:	Senior Vice President, Treasurer and
	Corporate Secretary
CHESAPEAKE MIDSTREAM VENTURES, L.L.C.
By:	/s/ J. Mike Stice
Name:	J. Mike Stice
Title:	Chief Executive Officer
CHESAPEAKE MIDSTREAM PARTNERS, L.P.
By: Chesapeake Midstream G.P., L.L.C.
By:	/s/ J. Mike Stice
Name:	J. Mike Stice
Title:	Chief Executive Officer

[SIGNATURE PAGE TO OMNIBUS AGREEMENT]

Schedule A

1. Statoil Construction Ownership and Operating Agreement between StatoilHydro Pipelines, LLC, Appalachia Midstream Services, LLC and Chesapeake Midstream Operating, LLC dated 11/24/08, as amended from time to time.

2. Anadarko Construction Ownership and Operating Agreement (currently being negotiated) between Anadarko Marcellus Midstream, LLC, Appalachia Midstream Services, LLC and Chesapeake Midstream Operating, LLC., covering midstream operations to be conducted in portions of Bradford, Wyoming, Lycoming, Sullivan, Potter, Clinton, Tioga and Centre Counties, PA., as amended from time to time.

Item 2 will be removed from this Schedule A to the extent that the related sales process is terminated without entry into definitive documentation. Such sales process shall not be expanded to include parties that have not previously participated in such sales process.

Schedule A

EX-10.2

Exhibit 10.2

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.

TABLE OF CONTENTS

	ARTICLE I
	DEFINITIONS
Section 1.1	Definitions.	1
Section 1.2	Interpretation	6
	ARTICLE II
	SERVICES
Section 2.1	G&A Services	7
Section 2.2	G&A Fee.	7
Section 2.3	Additional Services and Fee	8
Section 2.4	Insurance for the Company Group.	8
	ARTICLE III
	PAYMENTS
Section 3.1	Invoicing	14
Section 3.2	Disputed Invoices	14
Section 3.3	Audit	15
	ARTICLE IV
	COVENANTS
Section 4.1	Service Coordinators	15
Section 4.2	Changes to Services.	16
Section 4.3	Access to Premises	16
Section 4.4	Access to Systems	17
Section 4.5	Data Back Up and Security	17
Section 4.6	Use of Resources	17
Section 4.7	Taxes	18
	ARTICLE V
	STANDARD OF PERFORMANCE
Section 5.1	Standard of Performance	18
Section 5.2	Conformity with Company Group Governing Documents	18
	ARTICLE VI
	TERMINATION AND RENEWAL
Section 6.1	Term and Renewal	18
Section 6.2	Termination for Convenience	19
Section 6.3	Termination for Default.	19
Section 6.4	Extension of Certain Services	20
Section 6.5	Effect of Termination	20
Section 6.6	Sale of Hardware and Equipment	20
	ARTICLE VII
	RELATIONSHIP OF THE PARTIES
Section 7.1	Relationship of the Parties	20

i

	ARTICLE VIII
	INDEMNIFICATION
Section 8.1	Indemnification by the Chesapeake Entities	21
Section 8.2	Indemnification by the Company Group	21
Section 8.3	Indemnification Procedure	22
	ARTICLE IX
	FORCE MAJEURE
Section 9.1	Force Majeure	23
	ARTICLE X
	CONFIDENTIAL INFORMATION
Section 10.1	Obligations	23
Section 10.2	Required Disclosure	24
Section 10.3	Return of Information	24
Section 10.4	Receiving Party Personnel	24
Section 10.5	Survival	25
	ARTICLE XI
	MISCELLANEOUS
Section 11.1	Accuracy of Recitals	25
Section 11.2	Applicable Law; Forum, Venue and Jurisdiction.	25
Section 11.3	Waiver of Jury Trial	26
Section 11.4	Notices	26
Section 11.5	Further Assurances	28
Section 11.6	Agreement	28
Section 11.7	Effect of Waiver or Consent	28
Section 11.8	No Presumption	28
Section 11.9	Amendment or Modification	28
Section 11.10	Assignment; Third-Party Beneficiaries	29
Section 11.11	Counterparts	29
Section 11.12	Severability	29
Section 11.13	Titles and Headings	29
Section 11.14	Binding Effect	29
Section 11.15	Time of the Essence	29
Section 11.16	Delay or Partial Exercise Not Waiver	29
Section 11.17	Withholding or Granting of Consent	29
Section 11.18	Laws and Regulations	29
Section 11.19	No Recourse Against Officers or Directors	30
Section 11.20	Signatories Duly Authorized	30

ii

Exhibits

Exhibit A	–	G&A Services
Exhibit B	–	G&A Services Time and Materials Fees
Exhibit C	–	Additional Services
Exhibit D	–	Additional Services Time and Materials Fees
Exhibit E	–	Insurance
Exhibit F	–	Allocation Methodology
Exhibit G	–	Pre July 1 Condemnation Bonds
Exhibit H	–	Sample Invoice
Annexes
Annex A	–	Indemnity Agreement

iii

AMENDED AND RESTATED SERVICES AGREEMENT

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.”

RECITALS:

WHEREAS, on September 30, 2009 (the “Effective Date”), the Chesapeake Entities and MLP Operating entered into a Services Agreement (the “Services Agreement”) pursuant to which the Chesapeake Entities agreed to provide MLP Operating certain administrative services necessary to operate, manage, maintain and report the operating results of MLP Operating’s gathering pipelines, compressors, treating facilities, transportation pipelines, related equipment and other assets of MLP Operating; and

WHEREAS, in connection with the initial public offering of common units representing limited partner interests in the Partnership, the ownership interests in MLP Operating will be contributed to the Partnership; and

WHEREAS, the Chesapeake Entities and MLP Operating desire to transfer to the Company Group (as defined below) the rights and obligations of MLP Operating contained in the Services Agreement; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions.

(a) Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement.

(b) As used in this Agreement, the following capitalized terms have the meanings set forth below:

“Additional Insurance Policies” is defined in Section 2.4(d).

“Additional Services” is defined in Section 2.3.

“Additional Services Employee” shall mean any employee (other than a Seconded Employee as defined in the Employee Secondment Agreement) of Chesapeake Management or any of its Subsidiaries and of Chesapeake Energy Marketing, Inc. that provides Additional Services to the Company Group.

“Additional Services Reimbursement Amount” is defined in Section 2.3.

“Additional Services Time and Materials Fee” is defined in Section 2.3.

“Affected Party” is defined in Section 9.1.

“Affiliate” means, with respect to any Person, (a) any other Person directly or indirectly controlling, controlled by or under common control with such Person, (b) any Person owning or controlling fifty percent (50%) or more of the voting interests of such Person, (c) any officer or director of such Person, or (d) any Person who is the officer, director, trustee, or holder of fifty percent (50%) or more of the voting interest of any Person described in clauses (a) through (c). For purposes of this definition, (i) the term “controls,” “is controlled by” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise and (ii) notwithstanding anything else in this definition to the contrary, for purposes of this Agreement, the Company Group, on the one hand, and Chesapeake and its Affiliates (for the avoidance of doubt, excluding the Company Group), on the other hand, shall not be deemed to be Affiliates of one another.

“Agreement” is defined in the preamble.

“Allocation Methodology” is defined in Section 2.4(b).

“Annual Insurance Policies” is defined in Section 2.4(b).

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banks in Oklahoma City, Oklahoma are authorized or required by law to be closed.

“Chesapeake Entity” and “Chesapeake Entities” are defined in the preamble.

“Chesapeake Entities Indemnified Parties” is defined in Section 8.2.

“Chesapeake Management” is defined in the preamble.

“Claim Notice” is defined in Section 8.3(a).

“Claims” shall mean any and all direct or indirect claims, demands, actions, causes of action, suits, right of recovery for any relief or damages, debts, accounts, damages, costs, losses, liabilities, and expenses (including interest, court costs, attorneys’ fees and expenses, and other costs of defense), of any kind or nature.

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“COI” is defined in the preamble.

“Common Performance Bonds” is defined in Section 2.4(f)(v).

“Company” is defined in the preamble.

“Company-Extended Termination Date” is defined in Section 6.1.

“Company Group” shall mean the Company and any Subsidiary of the Company (including the Partnership and its Subsidiaries), taken together.

“Company Group Indemnified Parties” is defined in Section 8.1

“Company Group Insurance Policies” is defined in Section 2.4(b).

“Confidential Information” shall mean all confidential, proprietary or non-public information of a Party, whether set forth in a writing, orally or in any other manner, including all non-public information and material of such Party (and of companies with which such Party has entered into confidentiality agreements) that another Party obtains knowledge of or access to, including non-public information regarding products, processes, business strategies and plans, customer lists, research and development programs, computer programs, hardware configuration information, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), trade secrets, schematics and other technical, business, marketing and product development plans, revenues, expenses, earnings projections, forecasts, strategies, and other non-public business, technological, and financial information.

“CP Index Adjustment” is defined in Section 2.2(b).

“Effective Date” is defined in the recitals.

“Execution Date” is defined in the preamble.

“Extended Insurance Service” is defined in Section 6.4.

“Force Majeure” shall mean any act of God, fire, flood, storm, explosion, terrorist act, rebellion or insurrection or any similar event or circumstance that prevents a Party from performing its obligations under this Agreement, but only if the event or circumstance is not within the reasonable control of the Affected Party; is not the result of the fault or negligence of the Affected Party; and could not, by the exercise of due diligence, have been overcome or avoided. For the avoidance of doubt, “Force Majeure” excludes: lack of a market; unfavorable market conditions; economic hardship; strikes; and labor disputes.

“G&A Fee” is defined in Section 2.2(a).

“G&A Services” is defined in Section 2.1.

“G&A Services Employee” any employee (other than a Seconded Employee as defined in the Amended and Restated Employee Secondment Agreement) of Chesapeake Energy Corporation or any of its Subsidiaries (other than Chesapeake Management or any of its Subsidiaries) that provides G&A Services to the Company Group.

3

“G&A Services Rate” is defined in Exhibit B.

“G&A Services Time and Materials Fees” is defined in Section 2.2(a).

“Gathering Agreements” shall mean each of (i) that certain Amended and Restated Gas Gathering Agreement, dated January 25, 2010, but effective February 1, 2010, by and among MLP Operating, Chesapeake Energy Marketing, Inc., an Oklahoma corporation, COI, Chesapeake Exploration, L.L.C., an Oklahoma limited liability company, Chesapeake Louisiana L.P., an Oklahoma limited partnership, and DDJET Limited LLP, a Texas limited liability partnership, (ii) that certain Barnett Gas Gathering Agreement, dated January 25, 2010 but effective as of February 1, 2010, by and among MLP Operating, Total Gas & Power North America, Inc., a Delaware corporation, and Total E&P USA, Inc., a Delaware corporation, (iii) the Additional Agreement, dated January 25, 2010, by and among MLP Operating, Total Gas & Power North America, Inc., a Delaware corporation, Total E&P USA, Inc., a Delaware corporation, Chesapeake Energy Marketing, Inc., an Oklahoma corporation, COI, Chesapeake Exploration, L.L.C., an Oklahoma limited liability company, Chesapeake Louisiana L.P., an Oklahoma limited partnership, and DDJET Limited LLP, a Texas limited liability partnership and (iv) any other agreement supplementing, amending or replacing all or any portion of the foregoing.

“Governmental Authority” shall mean any federal, state or local governmental entity, authority or agency, court, tribunal, regulatory commission or other body, whether legislative, judicial or executive (or a combination or permutation thereof).

“Indemnified Party” is defined in Section 8.3.

“Indemnifying Party” is defined in Section 8.3.

“Indemnity Agreement” is defined in Section 2.4(f)(ii).

“Initial Term” is defined in Section 6.1.

“Initial Term Termination Notice” is defined in Section 6.1.

“Insurance Claim” is defined in Section 2.4(h)

“Insured” is defined in Section 2.4(a).

“Law” shall mean any applicable statute, law (including common law), rule, ordinance, regulation, ruling, requirement, writ, injunction, decree, order or other official act of or by any Governmental Authority, whether such Laws now exist or hereafter come into effect.

“Loss” and “Losses” are defined in Section 8.1.

“MLP Operating” is defined in the preamble.

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“Partnership” is defined in the preamble.

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of the Execution Date, as such agreement is in effect on the Execution Date.

“Partnership Assets” means the gathering pipelines, compressors, treating facilities, transportation pipelines or related equipment or assets, or portions thereof, conveyed, contributed or otherwise transferred or intended to be conveyed, contributed or otherwise transferred to any member of the Partnership Group, or owned by, leased by or necessary for the operation of the business, properties or assets of any member of the Partnership Group, prior to or as of the Execution Date.

“Partnership Group” means the Partnership and its Subsidiaries.

“Party” and “Parties” are defined in the preamble.

“Performance Bonds” is defined in Section 2.4(f)(i).

“Person” shall mean any individual, partnership, joint venture, corporation, limited liability company, limited liability partnership, trust, unincorporated organization or Governmental Authority or any department or agency thereof.

“Pre July 1 Condemnation Bonds” is defined in Section 2.4(f)(iv).

“Receiving Party Personnel” is defined in Section 10.4.

“Requested Change” is defined in Section 4.2(a).

“Retention Amounts” is defined in Section 2.4(g).

“Selected Insurance Policies” is defined in Section 2.4(b).

“Service Coordinator” is defined in Section 4.1

“Services” shall mean collectively, the G&A Services and the Additional Services.

“Services Agreement” is defined in the recitals.

“Subsidiary” or “Subsidiaries” of any Person (the “Subject Person”) shall mean any Person, whether incorporated or unincorporated, of which (i) at least 50% of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions, (ii) at least 50% or more of a general partner interest or (iii) at least 50% or more of a managing member interest, is directly or indirectly owned or controlled by the Subject Person or by one or more of its respective Subsidiaries; provided, that except as otherwise expressly provided herein, for purposes of this Agreement, the Company Group shall be deemed not to be Subsidiaries of the Chesapeake Entities or their Affiliates.

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“Term” is defined in Section 6.1.

“Terminated Service” is defined in Section 6.2.

“Third Party Company Group Insurance Policies” is defined in Section 2.4(h).

“Third Party Expenses” is defined in Section 2.3.

“Total Additional Services Employee Cost” is defined in Exhibit D.

“Transaction Documents” means (i) the documents set forth in the definition of “Transaction Documents” in the Partnership Agreement, (ii) the Amended and Restated Limited Liability Company Agreement of Chesapeake Midstream Ventures, L.L.C., dated as of August 3, 2010, by and among Chesapeake Midstream Ventures, L.L.C., GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P., GIP-C Holding (CHK), L.P. and Chesapeake Midstream Holdings, L.L.C., (iii) the Purchase Agreement, by and among Chesapeake Midstream Holdings, L.L.C., Chesapeake Midstream Development, L.P., Chesapeake Energy Corporation, GIP-A Acquisition (CHK), LLC, GIP-B Acquisition (CHK), LLC and GIP-C Acquisition (CHK), LLC, dated as of September 24, 2009, as amended by the Agreement and Amendment to the Purchase Agreement, dated as of August 3, 2010, by and among Chesapeake Midstream Holdings, L.L.C., Chesapeake Midstream Development, L.P., Chesapeake Energy Corporation, Chesapeake Midstream Ventures, L.L.C., GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P., and GIP-C Holding (CHK), L.P. and (iv) the Voting Agreement, dated as of August 3, 2010, by and among GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P., GIP-C Holding (CHK), L.P., Chesapeake Midstream Holdings, L.L.C., and Chesapeake Energy Corporation, in each case as may be amended, supplemented or restated from time to time.

“Volumetric Cap” is defined in Section 2.2(a).

Section 1.2 Interpretation. In this Agreement, unless a clear contrary intention appears: (a) the singular includes the plural and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes each other gender; (d) reference to any agreement (including this Agreement), document or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement; (e) reference to any Article or Section means such Article or Section of this Agreement, and references in any Section to any clause means such clause of such Section; (f) each reference to an Exhibit refers to such Exhibit attached to this Agreement, which is made a part hereof for all purposes; (g) “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof; (h) the terms “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the phrase “without limitation,”; (i) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”; (j) any payments or reimbursements to be made to the Company Group or any member thereof, shall be made to the Company, who shall direct such

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payment or reimbursement to the Company Group and apply it for the benefit of the Company Group; and (k) any actions to be taken by the Company Group or any member thereof hereunder may, in the sole discretion of the Company, be taken on behalf of the Company Group by the Company.

ARTICLE II

SERVICES

Section 2.1 G&A Services. The Chesapeake Entities shall provide, or cause to be provided, to the Company Group the general and administrative services set forth on Exhibit A (“G&A Services”) on the terms and conditions set forth in this Agreement.

Section 2.2 G&A Fee.

(a) In consideration of the G&A Services, the Company shall pay the Chesapeake Entities, on a monthly basis pursuant to the terms of Article III, an administrative fee (the “G&A Fee”) in an amount equal to the lesser of (i) the product of $0.0300 per Mcf (the “Volumetric Cap”), as adjusted pursuant to the terms of this Section 2.2, multiplied by an amount equal to the volume (measured in Mcf) of natural gas gathered, transported and/or processed by the Company Group (without double counting) in respect of which the Chesapeake Entities provide G&A Services in any given month, or (ii) the Chesapeake Entities’ actual time and materials spent in performing the G&A Services in any given month, determined in accordance with Exhibit B (the “G&A Services Time and Materials Fees”).

(b) Effective on the first day of the first calendar month following each anniversary of the Effective Date, the Volumetric Cap shall be increased by a percentage equal to one half of the percentage increase, if any, in the Consumer Price Index – All Urban Consumers, U.S. City Average, All Items, Not Seasonally Adjusted, over the previous twelve calendar months (which is currently published at http://data.bls.gov/PDQ/outside.jsp?survey=cu) (the “CP Index Adjustment”). Following the application of the CP Index Adjustment, the resulting new G&A Fee shall be rounded to the nearest ¹/ ₁₀₀th of a cent.

(c) If after the Effective Date any new Laws or accounting rules are enacted or implemented (or if the Company Group completes any acquisition of assets or businesses, constructs any new gathering system or transportation system the result of which submits the Company Group to new Laws or requires the implementation of new accounting rules), then the G&A Fee shall be appropriately increased in order to account for adjustments in the nature and extent of the general and administrative services provided by the Chesapeake Entities to the Company Group, with any such increase in the G&A Fee to be determined in good faith by and between the Chesapeake Entities and the Company Group. For the avoidance of doubt, (i) there shall be no increase in the G&A Fee in the event the Company Group completes any acquisition of assets or businesses, constructs any new gathering system or transportation system unless and until any of the foregoing submits the Company Group to new Laws or requires the implementation of new accounting rules, and (ii) changes to the gas gathering system that the Company Group makes pursuant to the requirements of the Gathering Agreements shall not be construed as, or be deemed to be, a new gathering system or other expansion of the system for purposes of this Section 2.2(c).

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Section 2.3 Additional Services and Fee. The Chesapeake Entities shall provide, or cause to be provided, to the Company Group the additional services referred to on Exhibit C (the “Additional Services”) on the terms and conditions set forth in this Agreement. As specified in Exhibit C, the Chesapeake Entities shall provide the Additional Services to the Company Group as needed, until such time as the Company Group hires personnel to perform such tasks internally or retains another outside service provider to perform such tasks on its behalf. In consideration of the Additional Services, the Company shall pay the Chesapeake Entities, on a monthly basis pursuant to the terms of Article III, an amount equal to the Chesapeake Entities’ time and materials actually spent in performing the Additional Services in any given month, determined in accordance with Exhibit D (the “Additional Services Time and Materials Fees”). The Company agrees to pay directly to third parties any insurance premiums in connection with any Additional Insurance Policies and all costs and expenses payable to third parties in connection with the Chesapeake Entities providing Additional Services. In addition, in the event that the Chesapeake Entities pay any costs and expenses to third parties in connection with the Additional Services (collectively, the “Third Party Expenses”), then the Company shall reimburse the Chesapeake Entities for all such actual reasonable, verifiable out-of-pocket Third Party Expenses in any given month (without including any overhead charge or other mark-up) (such reimbursement amount, together with the Additional Services Time and Materials Fees, the “Additional Services Reimbursement Amount”). The amount payable by the Company with respect to Third Party Expenses that include any costs and expenses not solely attributable to the Company Group shall be the allocable share of such Third Party Expenses that are attributable to the Company Group as determined by the Chesapeake Entities, on the one hand, and the Company Group, on the other hand, on an equitable basis. For the avoidance of any doubt, the insurance premiums allocated to the Company Group pursuant to Exhibit E and any costs and expenses of Selected Insurance Policies allocated in accordance with the Allocation Methodology are hereby agreed to have been allocated to the Company Group on an equitable basis.

Section 2.4 Insurance for the Company Group.

(a) As of the date hereof and the Effective Date, Chesapeake Energy Corporation and its Subsidiaries maintain various insurance policies providing insurance coverage for their properties and businesses including those policies described on Exhibit E. The Chesapeake Entities have taken the actions necessary to cause the Company Group to be Insured, under the insurance policies described, and as indicated, in Exhibit E. The Company Group acknowledges that each of the insurance policies described on Exhibit E have terms that end on or about 12 months following the commencement date for such coverages. As used herein, the term “Insured” means the Company Group will be (i) a named insured to the extent possible, (ii) in the case of workers compensation, named as an alternate employer, or (iii) an additional insured in all other cases; provided, however, that the Chesapeake Entities will take commercially reasonable efforts to provide for endorsement of the Company Group as a named insured under each Company Group Insurance Policy.

(b) Commencing ninety (90) days prior to each annual renewal and placement by the Chesapeake Entities of the insurance policies providing coverage for their properties and businesses, including each of the insurance policies set forth on Exhibit E, and at least ninety (90) days prior to the renewal or expiration of each Company Group Insurance Policy, the Chesapeake Entities shall provide to the Company Group (i) a description of each insurance

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policy and the coverage provided therein that the Chesapeake Entities intend to place during the upcoming annual period (as to each annual period, the “Annual Insurance Policies”), (ii) (as to each Annual Insurance Policy) the projected premiums payable in respect thereof, (iii) the proposed premium allocation methodology for each Annual Insurance Policy, such allocation methodology (the “Allocation Methodology”) to be consistent with the allocation methodology set forth on Exhibit F hereto, and past practices in allocating premiums amongst Chesapeake Energy Corporation and its Subsidiaries (including for these purposes only, the Company Group) and (iv) any other information reasonably requested by the Company Group related to the Annual Insurance Policies. The Company Group shall determine whether it would like the Company Group to become an Insured under any one or more of the Annual Insurance Policies and shall notify the Chesapeake Entities of such determination. Promptly following receipt of each such notice, the Chesapeake Entities shall use commercially reasonable efforts to cause the Company Group to become an Insured under the Annual Insurance Policies identified in such notice. The Annual Insurance Policies under which the Company Group becomes an Insured during the applicable annual period pursuant to the preceding provisions shall be referred to as the “Selected Insurance Policies”. The Selected Insurance Policies together with the insurance policies described in Exhibit E shall be referred to herein as the “Company Group Insurance Policies.” The Company shall bear and pay the allocated share of the premiums paid by the Chesapeake Entities with respect to each Company Group Insurance Policies, such allocations to be made in accordance with the applicable Allocation Methodology.

(c) In each policy comprising the Company Group Insurance Policies, the Chesapeake Entities agree to use commercially reasonable efforts to provide that:

(i) such insurance shall be maintained with insurance companies with the AM Best rating indicated on Exhibit E (as to the insurance policies described therein) or (as to the Selected Insurance Policies) with insurance companies rated A- or better by AM Best or as otherwise may be reasonably acceptable to the Company;

(ii) such insurance shall be primary for the benefit of the Company Group;

(iii) the Company Group shall be covered as an Insured (with the rights to make claims thereunder in accordance with Section 2.4(h)); and

(iv) non-renewal or cancellation will be effective only after written notice is received from the insurance company thirty (30) days in advance of such non-renewal or cancellation.

At the Company Group’s request from time to time, the Chesapeake Entities shall furnish the Company Group with copies of policies, claims information and endorsements, certificates of insurance, and other written assurances or confirmations on forms reasonably acceptable to the Company Group confirming the Company Group’s status as an Insured under the Company Group Insurance Policies, and the Chesapeake Entities have so provided the Company Group with such endorsements and certificates of insurance as of the date hereof with respect to the insurance policies described on Exhibit E.

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(d) As soon as possible following written request by the Company Group (and in any event within 30 days), the Chesapeake Entities will consult and cooperate with the Company Group to determine what, if any, insurance policies in addition to (or in lieu of) the Company Group Insurance Policies are available in the applicable commercial insurance market, including tail policies with respect to claims relating to periods prior to any time the Company Group obtains its own insurance policies, and the cost and terms of such additional insurance policies (the “Additional Insurance Policies”). Following such consultation, the Company Group may notify the Chesapeake Entities that the Company Group desires to obtain one or more of such Additional Insurance Policies. Promptly following receipt of each such notice, the Chesapeake Entities shall use commercially reasonable efforts to obtain such policies (outside of the Chesapeake Entities’ insurance program but using reasonable efforts to attempt to capture for the Company Group any commercial advantage to the Company Group that may be available due to the Chesapeake Entities, rather than the Company Group itself, placing such insurance) for the Company Group; provided, the premiums in respect of such policies shall be paid directly by the Company (rather than the Chesapeake Entities incurring the same and thereafter billing the Company). For the avoidance of doubt, in the event the Chesapeake Entities cease to provide any Company Group Insurance Policy on an ongoing basis hereunder (including as a result of the expiration or termination thereof or the replacement of any such Company Group Insurance Policy with an Additional Insurance Policy) the Additional Insurance Policies shall include any insurance policies requested by the Company Group with respect to covered periods prior to the time of such cessation.

(e) The decision of the Company Group to participate in any Company Group Insurance Policies or any Additional Insurance Policies shall be determined by the Company in its sole discretion and the Company may engage an insurance consultant (at its cost) to assist the Company in such determination. Nothing herein nor any actions by the Chesapeake Entities hereunder shall constitute any representation, warranty or other assurance as to the adequacy of the Annual Insurance Policies, Company Group Insurance Policies or Additional Insurance Policies.

(f)(i) As of the Effective Date there were various surety bonds and similar bonds in respect of ongoing performance obligations of the Company Group (other than any Pre July 1 Condemnation Bonds, the “Performance Bonds”) that have been issued by one or more bonding companies in favor of one or more of the Company Group, as set forth on Exhibit A to the Indemnity Agreement (including bonds issued in favor of one or more members of the Company Group on or after July 1, 2009 in respect of condemnation or similar proceedings as set forth on Exhibit A to the Indemnity Agreement). In connection with the issuance of such Performance Bonds, one or more of Chesapeake Entities have executed indemnity agreements with the issuers of such Performance Bonds pursuant to which such Chesapeake Entities have agreed to indemnify such Performance Bond issuers from any claims on or payments made pursuant to such Performance Bonds.

(ii) On the Effective Date, MLP Operating and Affiliates of the Chesapeake Entities executed the Indemnity Agreement attached as Annex A (the “Indemnity Agreement”). Exhibit A to the Indemnity Agreement lists various

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Performance Bonds issued in favor of one or more members of the Company Group that were outstanding as of the Effective Date. Exhibit B to the Indemnity Agreement lists the indemnity agreements entered into by the Chesapeake Entities with the issuers of such Performance Bonds.

(iii) Without limiting clause (iv) below, during the term of this Agreement, the Company Group may continue to request the issuers under the indemnity agreements listed on Exhibit B to the Indemnity Agreement, or any other potential issuers of bonds required in connection with the conduct of the business of the Company Group, to issue bonds to or on behalf of the Company Group that are required in connection with the conduct of the business of the Company Group, and the Chesapeake Entities shall use commercially reasonable efforts to cause such issuers to issue such bonds in accordance with such a request; provided, that the Company Group may direct the Chesapeake Entities to contact the issuers of bonds, including the issuers of bonds under the indemnity agreements listed on Exhibit B to the Indemnity Agreement, regarding the release of any bonds issued to or on behalf of the Company Group (and/or the release of the Company Group from any liability or further obligation in respect of any such bonds), and the Chesapeake Entities shall use commercially reasonable efforts consistent with prudent industry standards and practices to cause such issuers to release any such bonds in accordance with such a request (excluding bonds that cover, in addition to the Company Group, one or more Chesapeake Entities; provided, that the Chesapeake Entities cause the release of the Company Group from any liability or further obligation under any such bonds). The Parties recognize that the issuers of any such bonds identified in a release request may require the presentation of various documents reflecting that the underlying obligations covered by such bonds have been fulfilled (including, to the extent applicable, a document executed by the beneficiary of the bond) and the Company Group and the Chesapeake Entities shall reasonably cooperate in obtaining such documents. Except as may otherwise be agreed by the Chesapeake Entities, on the one hand, and the Company Group, on the other hand, all such bonds that are issued to or on behalf of any member of the Company Group at the request of the Company Group hereunder shall be deemed covered by the Indemnity Agreement automatically as of the date of issuance of such bonds until such bonds (or the Company Group’s liability with respect thereto) are released.

(iv) As of the Effective Date there were various surety bonds and similar bonds that were issued before July 1, 2009 in respect of condemnation or similar proceedings involving the Company Group or its business or assets, as set forth on Exhibit G (“Pre July 1 Condemnation Bonds”). Notwithstanding anything in this Agreement to the contrary, the Chesapeake Entities, at their sole cost and expense, shall take all actions reasonably necessary or appropriate to maintain the Pre July 1 Condemnation Bonds in full force and effect for so long as may be required by the Company Group in connection with the ownership and operation of the particular businesses, assets or projects of the Company Group covered by such bonds, and shall indemnify and hold harmless the Company Group for any and all losses incurred by the Company Group relating to or arising out of (A) any failure to so keep the Pre July 1 Condemnation Bonds in full force and effect or (B) the underlying obligations covered by any Pre July 1 Condemnation Bond.

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(v) Without duplication of any obligations or liability of the Company Group under the Indemnity Agreement (it being understood and agreed that in no event shall the Company Group be obligated or liable to pay any amount under this Section 2.4(f)(v) in respect of which full payment has been made under the Indemnity Agreement or to pay any amount under the Indemnity Agreement in respect of which full payment has been made under this Section 2.4(f)(v)), the Company Group shall make all payments and take other commercially reasonable actions (excluding the Services to be performed by the Chesapeake Entities pursuant to this Agreement) relating to the Performance Bonds to prevent the issuer of any such bonds from being obligated to make any payment thereunder; provided, however, that in the event the Chesapeake Entities share common obligations or benefits with the Company Group under any Performance Bonds (hereafter referred to “Common Performance Bonds”), the Chesapeake Entities, on the one hand, and the Company Group, on the other hand, shall each bear and pay their proportionate share (based on such obligations and/or benefits) of any and all obligations and costs associated with any Common Performance Bonds and, with respect to their proportionate share of any Common Performance Bond, the Chesapeake Entities shall make all proportionate payments and take other commercially reasonable actions relating to such Common Performance Bond to prevent the issuer of such bond from being obligated to make payment thereunder.

(g) The insurance companies issuing the policies providing the Company Group Insurance Policies have the right to cause one or more of the Chesapeake Entities to bear, pay or reimburse such insurance companies for the self-insured retention, deductible reimbursement, self-insurance program or other similar arrangements (collectively, “Retention Amounts”) in effect under the Company Group Insurance Policies. The member of the Company Group making a claim under any Company Group Insurance Policy shall bear any Retention Amounts applicable to such claim; provided, if in the case of any liability coverage any of the Chesapeake Entities insured under such liability policy is also liable with respect to the occurrence giving rise to such claim, then the member of the Company Group making the claim and such Chesapeake Entities shall each bear its prorata share of such Retention Amount based on the allocation of liability among them; and provided further, if in the case of property coverage the occurrence giving rise to such claim also results in damage to or loss of property owned by any Chesapeake Entities insured under such property policy, then the member of the Company Group making the claim and such Chesapeake Entities shall bear its prorata share of such deductible or self retention amount based on the damage and loss suffered by such Person as compared to the aggregate damage and loss suffered by all such Persons. If any member of the Company Group fails to pay any Retention Amount pursuant to this Section 2.4, then the Company shall pay such Retention Amount. For the avoidance of doubt, neither the filing of a claim by the Company Group (or the request of the Company Group to have the Chesapeake Entities file a claim on the Company Group’s behalf) under any of the Company Group Insurance Policies nor the filing of a claim by any of the Chesapeake Entities under any of the Company Group Insurance Policies shall be considered acceptance by the filing party for any Retention Amounts that are paid or become due under such policies and the responsibility for such Retention Amounts shall be allocated as provided herein.

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(h) The Company shall notify the Chesapeake Entities of any claims (“Insurance Claim”) that any member of the Company Group desires to make under any of the Company Group Insurance Policies or any insurance policies provided by or on behalf of vendors, independent contractors or third party service providers of the Chesapeake Entities that may provide insurance coverage to any member of the Company Group or any of their respective properties, assets or businesses (the “Third Party Company Group Insurance Policies”). The Company may provide with such notice or at a different time the information to be submitted to the insurer under the applicable insurance policy in support of such Insurance Claim and the parties shall cooperate in the preparation and filing of such Insurance Claim. The Chesapeake Entities shall take all action and furnish all assistance as may reasonably be requested by the Company to assist the Company Group in tendering, pursuing, settling, releasing or compromising Insurance Claims and any related coverage. The Company shall have the sole and exclusive right to make any determinations regarding the pursuit, settlement, release or compromise of each viable Insurance Claim wherein coverage is provided under any policy and the Chesapeake Entities shall follow the directions of the Company with regard to such determinations. To the extent any of the Chesapeake Entities receives any proceeds or recoveries attributable to an Insurance Claim, such Chesapeake Entity shall promptly remit the same to the Company.

(i) The Chesapeake Entities shall (i) use commercially reasonable efforts to maintain each Company Group Insurance Policy in full force and effect through such Company Group Insurance Policy scheduled expiration date in accordance with its terms, (ii) provide the Company with prompt notice of any event that would reasonably be expected to cause any such Company Group Insurance Policy to cease to be so in full force and effect or that would result in the reduction in the total aggregate limits of liability applicable to the excess liability or the directors and officers insurance policies in excess of 30% of the total available aggregate limits of liability as of the commencement of such policies, (iii) not take any action that would materially affect the rights of the Company Group with respect to the Company Group Insurance Policies, (iv) use commercially reasonable efforts to cause any vendors, independent contractors or third party service providers performing work on behalf of any Chesapeake Entity or the Company Group to provide Third Party Company Group Insurance Policies covering, on an identical basis, both the Chesapeake Entities and their Affiliates and the Company Group and its businesses and assets, (v) upon the request of the Company, promptly provide written loss runs detailing the status of all claims pertaining to any member of the Company Group under any Company Group Insurance Policy and (vi) upon the request of the Company, meet periodically (but in no event more than monthly unless agreed to by the Chesapeake Entities) with the Company to discuss the status of current claims and any losses involving significant bodily injury or property damage to third parties of which either the Chesapeake Entities or the Company Group become aware that could reasonably be expected to give rise to a claim under any Company Group Insurance Policy or Third Party Company Group Insurance Policy; provided, nothing herein shall constitute any limitation on the rights of the Chesapeake Entities to file claims on their own behalf under any of the Company Group Insurance Policies to the extent such claims relate to the businesses and assets of the Chesapeake Entities that are distinct from the Company Group or the businesses and assets of the Company Group.

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(j) Notwithstanding anything in this Agreement to the contrary, the provisions of clauses (c), the portion of clause (f)(iii) including and following the first proviso thereof, (f)(iv), (f)(v), (g), (h), (i) and this (j) of this Section 2.4 shall survive any termination (other than as a result of the Company’s default) or expiration of this Agreement (including the expiration of the Term); provided, that (i) following the termination (other than as a result of the Company’s default) or expiration of this Agreement (including the expiration of the Term), the Company shall reimburse the Chesapeake Entities for their actual, reasonable, verifiable out-of-pocket expenses in connection with the performance under such clauses of this Section 2.4 (in lieu of the G&A Fee), other than the performance of Section 2.4(f)(iv), which shall remain at the Chesapeake Entities’ sole cost and expense and (ii) the Company Group shall have the right, at any time upon at least thirty (30) days’ written notice to Chesapeake Management, to cancel or terminate the Company Group’s coverage under any Company Group Insurance Policy, and to the extent there is a reduction as a result of such cancellation or termination in the costs of coverage thereunder with respect to a coverage period paid for by the Company Group, an amount equal to the amount of such reduction shall be paid by the Chesapeake Entities to the Company Group.

ARTICLE III

PAYMENTS

Section 3.1 Invoicing. Without duplication for any invoices for which payment was made under the Services Agreement, on or before the forty-fifth (45^th) day after the end of each month commencing with the month in which the Execution Date occurs, the Chesapeake Entities shall send a reasonably detailed invoice to the Company of the G&A Fee and the Additional Services Reimbursement Amount for such month. For the avoidance of any doubt, the Parties hereby agree that an invoice with similar detail as is set forth in the sample invoice in Exhibit H shall constitute a “reasonably detailed invoice” as used in the preceding sentence. Subject to Section 3.2, within thirty (30) days following the date of such invoice, the Company shall pay to the Chesapeake Entities the undisputed amounts of the G&A Fee and the Additional Services Reimbursement Amount specified by such invoice. All payments made by the Company to the Chesapeake Entities hereunder shall be made by wire transfer of immediately available funds to the account of the Chesapeake Entities designated by written notice to the Company. Payment of all or any portion of an invoice shall not prejudice the Company’s right to dispute items on the invoice. Notwithstanding the foregoing or anything else in the Agreement to the contrary, in no event shall any G&A Fee, Additional Services Reimbursement Amount or any other amounts payable by the Company Group (or any member thereof) hereunder include any amounts that are otherwise paid or payable by the Company Group to Chesapeake Energy Corporation or any of its Affiliates in respect of the same services or matter under any other contract, agreement or arrangement.

Section 3.2 Disputed Invoices. The Company may withhold payment on any portion of the invoiced amount that it disputes in good faith if it provides the Chesapeake Entities with written notice of such dispute (together with reasonable detail of the facts underlying such dispute) within ten (10) days following the date of such invoice. The Service Coordinators shall meet and attempt in good faith to resolve the dispute. If within twenty (20) days the Service Coordinators have been unable to resolve the dispute, and if the dispute relates to whether amounts were properly charged or Services actually performed, either Service Coordinator may

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submit the dispute to an independent third party auditing firm that is mutually agreeable to the Chesapeake Entities, on the one hand, and the Company Group, on the other hand. The Parties shall cooperate with such auditing firm and shall provide such auditing firm access to such books and records as may be reasonably necessary to permit a determination by such auditing firm. The resolution by such auditing firm shall be final and binding on the Parties. Upon final determination that any amount in dispute under this Section 3.2 is owed to the Chesapeake Entities, the Company shall promptly pay to the Chesapeake Entities such amount, together with interest at a rate equal to the prime rate of interest on the original due date published by The Wall Street Journal, from the original due date of such amount to the date of actual payment. The auditing firm shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The expenses of the auditing firm shall be apportioned equally between the Company and the Chesapeake Entities.

Section 3.3 Audit. The Chesapeake Entities shall keep books of account and other records, in reasonable detail and in accordance with generally accepted accounting principles and industry standards, consistently applied, with respect to the provision of the Services and the fees charged, including time logs (or similar time allocation materials), receipts, and other related back-up materials. Such books of account and other records shall be open for the Company’s inspection during normal business hours upon at least five (5) Business Days’ prior written notice for twelve (12) months following the end of the calendar year in which such Services were rendered. This inspection right will include the right of the Company to have its accountants or auditors review such books and records. If an audit reveals that the Company paid more than the applicable fees for any applicable audited period or Service, the Chesapeake Entities shall reimburse the Company for any amounts overpaid together with interest at a rate equal to the prime rate of interest on the original due date published by The Wall Street Journal, accruing from the date paid by the Company to the date reimbursed by the Chesapeake Entities.

ARTICLE IV

COVENANTS

Section 4.1 Service Coordinators. The Company Group, on the one hand, and the Chesapeake Entities, on the other hand, shall each appoint a contact person (each, a “Service Coordinator”) who shall serve as the primary point of contact for communications among the Parties relating to the day-to-day operations of the Services, have overall responsibility for managing and coordinating the performance of the Parties’ obligations under this Agreement, and be authorized to act for and on behalf of the appointing Parties concerning all matters relating to this Agreement. Either of the Company Group, on the one hand, and the Chesapeake Entities, on the other hand, may appoint a new Service Coordinator upon written notice to the other’s Service Coordinator. If a Service Coordinator is reassigned or removed by the Party that appointed it, such Party shall promptly appoint a new Service Coordinator and provide written notice to the other Parties of the new Service Coordinator so appointed. Initially, the Service Coordinator for the Company Group shall be Howard Sykes and the Service Coordinator for the Chesapeake Entities shall be Deanna Farmer.

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Section 4.2 Changes to Services.

(a) Any of the Chesapeake Entities, on the one hand, and the Company Group, on the other hand, may, at any time, request in writing to make changes in or additions to the Services (a “Requested Change”). Within ten (10) Business Days after a Requested Change is issued by such Party, the Chesapeake Entities shall provide the Company Group with a written statement identifying the impact of such Requested Change on the Services, including the impact (if any) to the fees and any other affected provision of this Agreement.

(b) Consent by the Chesapeake Entities to a Requested Change issued by the Company Group will not be unreasonably withheld, conditioned or delayed. For the purposes of the preceding sentence, the Parties agree that it is not unreasonable for the Chesapeake Entities to: (i) withhold such consent to the extent that such proposed Requested Change would materially increase the resources provided by the Chesapeake Entities after giving effect to the Requested Change, or (ii) condition such consent on the Company agreeing to bear any increases in Chesapeake Entities’ cost of performance resulting from such Requested Change.

(c) Consent by the Company Group to a Requested Change issued by the Chesapeake Entities will not be unreasonably withheld, conditioned or delayed. For the purposes of the preceding sentence, the Parties agree that it is not unreasonable for the Company Group to: (i) withhold such consent to the extent that such Requested Change would materially decrease the resources provided by the Chesapeake Entities or otherwise materially adversely affect the Chesapeake Entities’ performance of the Services, or (ii) condition such consent on the Chesapeake Entities agreeing (A) to reimburse the Company Group for any costs and expenses incurred by it in implementing the Requested Change, and (B) not to pass to the Company Group any increases in the Chesapeake Entities’ cost of performance resulting from such Requested Change.

(d) If the Chesapeake Entities, on the one hand, and the Company Group, on the other hand, agree on an equitable adjustment to this Agreement as a result of such Requested Change, then the Parties shall sign a mutually agreed amendment setting forth the effect of such Requested Change to this Agreement before any Party shall be required to perform such Requested Change. If the Chesapeake Entities, on the one hand, and the Company Group, on the other hand, are unable to agree on an equitable adjustment to the Agreement as a result of such Requested Change, then the Parties shall continue to perform their obligations as provided under this Agreement.

Section 4.3 Access to Premises. Each Party shall give the other Parties reasonable access to its premises as may be required for the other Parties to provide or receive the Services hereunder. Unless otherwise agreed to in writing by the Parties, each Party shall: (i) use the premises of the other Parties solely for the purpose of providing or receiving the Services and not to provide goods or services to or for the benefit of any third party or for any unlawful purpose; (ii) comply with all policies and procedures governing access to and use of such premises made known to such Party in advance, including all reasonable security requirements applicable to accessing the premises and any systems, technologies, or assets of the other Parties; (iii) instruct its employees and personnel, when visiting the premises, not to photograph or record, duplicate, remove, disclose, or transmit to a third party any of the other Parties’ Confidential Information, except as necessary to perform or receive the Services; and (iv) return such space to the other Parties in the same condition it was in prior to such Party’s use of such space, ordinary wear and tear excepted.

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Section 4.4 Access to Systems. If any Party has access (either on-site or remotely) to any other Party’s computer systems and/or information stores in connection with the Services, such Party shall limit such access solely to the use of such systems for purposes of the provision or receipt of the Services and shall not access, or attempt to access, the other Party’s computer systems, files, or software other than those agreed to by the Parties as being required for the Services, or those that are publicly available (e.g., public websites). Each Party shall limit such access to those of its employees, agents, and representatives with a bona fide need to have such access in connection with the Services. Each Party shall follow, and shall cause all of its applicable employees, agents, and representatives to follow, all of the other Parties’ security rules and procedures when accessing the other Parties’ systems. All user identification numbers and passwords disclosed by any Party to another Party and any information obtained by any Party as a result of such Party’s access to and use of any other Party’s computer systems shall be deemed to be, and treated as, Confidential Information of the other Party. The Chesapeake Entities and the Company Group shall cooperate in the investigation of any apparent unauthorized access to any computer system and/or information stores of any Party.

Section 4.5 Data Back Up and Security. The Chesapeake Entities shall maintain industry standard data back up and recovery procedures, as well as an industry standard disaster avoidance and recovery plan, in connection with all of its systems used in performing the Services. The Chesapeake Entities shall maintain and enforce physical, technical and logical security procedures with respect to the access and maintenance of any Confidential Information of the Company Group that is in the Chesapeake Entities possession in performing the Services, which procedures shall: (i) be at least equal to industry standards; (ii) be in full compliance with applicable Law; and (iii) provide reasonably appropriate physical, technical and organizational safeguards against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, theft or misuse.

Section 4.6 Use of Resources. The Chesapeake Entities shall have the right to use contractors, subcontractors, vendors or other third parties to assist the Chesapeake Entities in the provision of the Services, provided that such contractors, subcontractors, vendors or other third parties were providing services similar to the Services for the operation of the Partnership Assets during the twelve months prior to the Effective Date. The Chesapeake Entities shall be responsible for the Services performed by its subcontractors and the Chesapeake Entities shall be the Company’s and the Company’s sole point of contact regarding the Services, including with respect to payment. No subcontractor will be provided access to any Confidential Information of the Company Group without first signing a confidentiality agreement with terms at least as restrictive as those set forth in Article X; provided, however, that such requirement shall not extend to subcontractors that are party to existing or future Master Service Agreements that contain confidentiality restrictions applicable to the Company Group that are at least as restrictive as those entered into in the ordinary course by Chesapeake Energy Corporation and its Subsidiaries.

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Section 4.7 Taxes. In addition to the fees set forth in this Agreement, the Company shall pay, and hold the Chesapeake Entities harmless against, all goods and services, sales, use, value added, excise or other taxes, fees or assessments imposed by Law in connection with the provision of the Services, other than income, franchise or margin taxes measured by the Chesapeake Entities’ net income or margin and other than any gross receipts or other privilege taxes imposed on the Chesapeake Entities. As soon as practicable after the Execution Date, if in the best interest of the particular member to do so, the individual members of the Company Group shall apply for, in those taxing jurisdictions in which the members of the Company Group qualify, and use reasonable efforts to obtain and thereafter maintain, and timely provide to the Chesapeake Entities, a direct pay permit. The members of the Company Group shall also provide the Chesapeake Entities with timely resale or other applicable exemption certificates. The Chesapeake Entities and the Company Group shall cooperate with each other and use commercially reasonable efforts to assist each other in entering into such arrangements as a Party may reasonably request in order to minimize, to the extent lawful and feasible, the payment or assessment of any taxes relating to the transactions contemplated by this Agreement; provided, however, that nothing in this Section 4.7 shall obligate any Party to cooperate with, or assist, any other Party in any arrangement proposed by a Party that would, in any Party’s sole discretion, have a detrimental effect on such Party.

ARTICLE V

STANDARD OF PERFORMANCE

Section 5.1 Standard of Performance. The Chesapeake Entities shall perform the Services (i) using at least the same level of care, quality, timeliness and skill in providing the Services as they do for themselves and no less than the same degree of care, quality, timeliness, and skill as the Chesapeake Entities’ past practice in performing the Services for itself and/or in connection with the ownership and/or operation of the Partnership Assets during the one-year period prior to the Effective Date, and (ii) in any event, using no less than a reasonable level of care in accordance with industry standards, in compliance with all applicable Laws.

Section 5.2 Conformity with Company Group Governing Documents. The Chesapeake Entities shall at all times perform the Services in a manner consistent with, that permits the Company to comply with and does not cause the Company to violate the organizational and governing documents of the Company and its Affiliates, including with respect to the observation of organizational formalities, segregation of assets and businesses and similar requirements.

ARTICLE VI

TERMINATION AND RENEWAL

Section 6.1 Term and Renewal. Subject to the terms of this Article VI, the initial term of this Agreement shall be for the period beginning on the Effective Date through December 31, 2011 (the “Initial Term”). This Agreement shall thereafter be automatically extended for additional successive one (1) year terms unless any of the Parties gives written notice of termination to the other Parties not less than one-hundred and eighty (180) days prior to the end of any Term (in which event this Agreement shall terminate effective as of the close of the then existing Term); provided, however, that in the event the Chesapeake Entities provide written

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notice of their intent to terminate this Agreement effective December 31, 2011, to the Company Group pursuant to this Section 6.1 (such notice, an “Initial Term Termination Notice”), the Company Group has the right, upon providing written notice to the Chesapeake Entities within ninety (90) days of receipt of the Initial Term Termination Notice, to extend the Term through June 30, 2012 (the “Company-Extended Termination Date”). In such case, this Agreement shall automatically terminate without written notice by either Party on the Company-Extended Termination Date. The Initial Term of this Agreement and any additional terms as extended in accordance with this Section 6.1 are collectively referred to as the “Term.”

Section 6.2 Termination for Convenience. Any specific Service or subcategory of a Service may be terminated by the Company Group (each such specific Service or subcategory of a Service that has been terminated by the Company, a “Terminated Service”) at its convenience upon thirty (30) days’ prior written notice to the Chesapeake Entities (it being understood and agreed that no such notice is needed as the Company Group transitions off of each of the Additional Services, which are provided on an as-needed basis); provided, however, the Chesapeake Entities may continue to perform a Terminated Service and shall be entitled to compensation for such Terminated Service in accordance with the terms of this Agreement beyond such thirty (30) day period for the period of time not to exceed ninety (90) days that is reasonably required for the Chesapeake Entities to demobilize the personnel and operations that have been utilized in respect of such Terminated Service.

Section 6.3 Termination for Default.

(a) Default. A Party shall be in default if:

(i) the Party materially breaches any provision of this Agreement and such breach is not cured within fifteen (15) Business Days after notice thereof (which notice shall describe such breach in reasonable detail) is received by such Party;

(ii) the Party (A) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, or has any such petition filed or commenced against it, (B) makes an assignment or any general arrangement for the benefit of creditors, (C) otherwise becomes bankrupt or insolvent (however evidenced) or (D) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets; or

(b) Termination. If any of the Parties is in default as described in Section 6.3(a), then (i) if any of the Chesapeake Entities is in default, the Company may or (ii) if the Company is in default, any of the Chesapeake Entities may: (1) notwithstanding the terms of Section 6.1, terminate this Agreement upon notice to the defaulting Parties; (2) withhold any payments due to the defaulting Parties under this Agreement; and/or (3) pursue any other remedy at law or in equity.

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Section 6.4 Extension of Certain Services. Notwithstanding anything to the contrary, if the Parties agree in writing at least thirty (30) days prior to the expiration or termination, as applicable, of the Term, the Parties shall have the right to extend the term of any insurance-related Service provided by the Chesapeake Entities (an “Extended Insurance Service”). The Parties may elect to extend the term of any Extended Insurance Service for a period of up to three (3) years, or longer as determined by the Parties. The provisions of this Agreement shall survive with respect to any Extended Insurance Service (including, but not limited to, the provisions relating to the reimbursement of costs associated with providing such Services and the payment of allocated premiums of such insurance policies) for as long as the Chesapeake Entities provide such Extended Insurance Service to the Company Group.

Section 6.5 Effect of Termination. Upon expiration or termination of this Agreement, all rights and obligations of the Parties under this Agreement shall terminate; provided, however, that such termination shall not affect or excuse the performance of any Party (i) for any breach of this Agreement occurring prior to such termination or (ii) under any of the following provisions of this Agreement that survive the termination of this Agreement indefinitely: clauses (c), the portion of clause (f)(iii) including and following the first proviso thereof, (f)(iv), (f)(v), (g), (h), (i) and (j) of Section 2.4; Article VI; Article VIII, Article X; and Article XI. Upon expiration or termination of this Agreement or any Service, the Chesapeake Entities shall return to the Company Group any equipment or other property or materials of the Company Group (including but not limited to any materials containing Confidential Information of the Company Group) that are in the possession or control of the Chesapeake Entities or any of their contractors (except to the extent they are required for use in connection with any non-terminated Services).

Section 6.6 Sale of Hardware and Equipment. Within thirty (30) days following the termination of this Agreement for any reason or within thirty (30) days following the date on which the Company Group terminates a specific Service in accordance with Section 6.2, the Chesapeake Entities shall send the Company Group a list of each item of information technology hardware (i.e., desktops, laptops, servers, application systems, etc.) or office equipment of the Chesapeake Entities that was used during the Term exclusively by the Company Group in connection with the Company Group’s receipt of the Services or specific Terminated Service, as applicable. Such list shall include the fair market value of each item, as determined by the Chesapeake Entities in its reasonable discretion. The Company Group shall have thirty (30) days following its receipt of such list to notify the Chesapeake Entities that the Company shall purchase any item on the list for the applicable fair market value amount. In such case, the Chesapeake Entities, on the one hand, and the Company Group, on the other hand, shall mutually agree on the timing for delivery of the item(s) to the Company. The Company shall pay the Chesapeake Entities for any purchased item(s) within thirty (30) days of the Company’s receipt of the item(s). Any information technology hardware purchased by the Company pursuant to this Section 6.5 shall be sold and delivered to the Company unmodified and unchanged.

ARTICLE VII

RELATIONSHIP OF THE PARTIES

Section 7.1 Relationship of the Parties. This Agreement does not form a partnership or joint venture between the Parties. This Agreement does not make either of the Chesapeake Entities an agent or a legal representative of any member of the Company Group. The Chesapeake Entities shall not assume or create any obligation, liability, or responsibility, expressed or implied, on behalf of or in the name of any member of the Company Group.

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ARTICLE VIII

INDEMNIFICATION

Section 8.1 Indemnification by the Chesapeake Entities. The Chesapeake Entities, jointly and severally, shall indemnify and hold harmless the Company Group, and the officers, directors, employees, agents and representatives of each member of the Company Group (collectively, the “Company Group Indemnified Parties”) from and against all Claims, and upon demand by the Company, shall protect and defend the Company Group Indemnified Parties from the same, alleged, asserted or suffered by or arising in favor of any Person, and shall pay any and all judgments or settlements of any kind or nature (to include interest) as well as court costs, reasonable attorneys’ fees and expenses, and any expenses incurred in enforcing this indemnity provision (each a “Loss” and collectively, “Losses”), incurred by, imposed upon or rendered against one or more of the Company Group Indemnified Parties, whether based on contract, or tort, or pursuant to any statute, rule or regulation, and regardless of whether the Claims are foreseeable or unforeseeable, all to the extent that such Losses are in respect of or arise from (i) breaches by the Chesapeake Entities of this Agreement, (ii) the Chesapeake Entities acting or omitting to act in providing the Services in breach of the standard of performance set forth in Section 5.1 or (iii) Claims by a third party relating to (A) breaches by the Chesapeake Entities of this Agreement or (B) the Chesapeake Entities’ gross negligence or willful misconduct, PROVIDED THAT THE CHESAPEAKE ENTITIES SHALL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS THE COMPANY GROUP INDEMNIFIED PARTIES FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY COMPANY GROUP INDEMNIFIED PARTY.

Section 8.2 Indemnification by the Company Group. The Company Group shall indemnify and hold harmless the Chesapeake Entities, and the officers, directors, employees, agents and representatives of the Chesapeake Entities (collectively, the “Chesapeake Entities Indemnified Parties”) from and against all Claims, and upon demand by the Chesapeake Entities, shall protect and defend the Chesapeake Entities Indemnified Parties from the same, alleged, asserted or suffered by or arising in favor of any Person, and shall pay any and all Losses incurred by, imposed upon or rendered against one or more of the Chesapeake Entities Indemnified Parties, whether based on contract, or tort, or pursuant to any statute, rule or regulation, and regardless of whether the Claims are foreseeable or unforeseeable, all to the extent that such Losses are in respect of or arise from (i) breaches by the Company Group of this Agreement or (ii) Claims by a third party relating to (A) any acts or omissions of the Chesapeake Entities Indemnified Parties in connection with their performance of the Services, solely to the extent that (x) such acts or omissions were performed or omitted at the direction of the Company, and without material deviation therefrom, and (y) such Services were performed in accordance with the standard of performance set forth in Section 5.1, or (B) the Company Group’s gross negligence or willful misconduct, PROVIDED THAT THE COMPANY GROUP SHALL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS THE CHESAPEAKE ENTITIES INDEMNIFIED PARTIES FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF ANY CHESAPEAKE ENTITIES INDEMNIFIED PARTY.

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Section 8.3 Indemnification Procedure. The Party or Parties making a claim for indemnification under this Article VIII shall be, for the purposes of this Agreement, referred to as the “Indemnified Party” and the Party or Parties against whom such claims are asserted under this Article VIII shall be, for the purposes of this Agreement, referred to as the “Indemnifying Party.” All claims by any Indemnified Party under this Article VIII shall be asserted and resolved as follows:

(a) The Indemnified Party shall promptly send to the Indemnifying Party a written notice specifying the nature of any Claim, together with all information reasonably available to the Indemnified Party with respect to such Claim (a “Claim Notice”); provided, however, that a delay by the Indemnified Party in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that such failure shall have caused actual prejudice to the Indemnifying Party’s ability to defend against the applicable Claim.

(b) The Indemnifying Party shall have forty-five (45) days after its receipt of a Claim Notice to elect to undertake, conduct and control, through counsel of its own choosing (but chosen in consultation with the Indemnified Party) and at its own expense, the settlement or defense of the applicable Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such Indemnified Party except as set forth below). Notwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a Claim, an Indemnified Party shall have the right to employ separate counsel, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest that cannot be waived, or (ii) the Indemnifying Party has not employed counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such Claim. If the Indemnifying Party elects to undertake such defense, it shall promptly assume and hold such Indemnified Party harmless from and against the full amount of any damages resulting from such Claim to the extent provided herein. If the Indemnifying Party elects to undertake such defense, (x) the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting such Claim, and, if appropriate and related to such Claim, the Indemnifying Party and the Indemnified Party shall reasonably cooperate with each other in connection with making any counterclaim against the person or entity asserting the Claim, or any cross-complaint against any person or entity, (y) such Claim shall not be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party; provided, however, that in the event any Indemnified Party settles or compromises or consents to the entry of any judgment with respect to any Claim without the prior written consent of the Indemnifying Party, such Indemnified Party shall be deemed to have waived all rights against the Indemnifying Party for indemnification under this Article VIII and (z) the Indemnifying Party shall not, except with the consent of the Indemnified Party, enter into any settlement that does not include as an unconditional term thereof the giving by the Person asserting such Claim to all Indemnified Parties of (A) unconditional release from all liability with respect to such Claim or (B) consent to entry of any judgment. If the Indemnifying Party does not notify the Indemnified Party of its

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election to undertake the defense of such Claim within forty-five (45) days after receipt of the Claim Notice relating to such Claim, the Indemnified Party shall have the right to contest, settle, compromise or consent to the entry of any judgment with respect to such Claim, and, in doing so, shall not thereby waive any right to recourse therefor pursuant to this Agreement; provided, however, that at any time thereafter the Indemnifying Party may assume the defense of such Claim.

(c) From and after the delivery of a Claim Notice under this Agreement, at the reasonable request of the Indemnifying Party, the Indemnified Party shall grant the Indemnifying Party and its representatives all reasonable access to the books, records and properties of such Indemnified Party to the extent reasonably related to the matters to which the Claim Notice relates. All such access shall be granted during normal business hours and shall be granted under conditions that will not unreasonably interfere with the businesses and operations of such Indemnified Party. The Indemnifying Party shall not, and shall cause its representatives not to, use (except in connection with such Claim Notice or such Claim) or disclose to any third person or entity other than the Indemnifying Party’s representatives (except as may be required by Law) any information obtained pursuant to this Section 8.3(c), which is designated as confidential by the Indemnified Party, unless otherwise required by law or the listing standards of the New York Stock Exchange.

ARTICLE IX

FORCE MAJEURE

Section 9.1 Force Majeure. To the extent any Party is prevented by Force Majeure from performing its obligations, in whole or in part, under this Agreement, and if such Party (“Affected Party”) gives notice and details of the Force Majeure to the other Parties as soon as reasonably practicable, then the Affected Party shall be excused from the performance with respect to any such obligations (other than the obligation to make payments). Each notice of Force Majeure sent by an Affected Party to the other Parties shall specify the event or circumstance of Force Majeure, the extent to which the Affected Party is unable to perform its obligations under this Agreement, and the steps being taken by the Affected Party to mitigate and to overcome the effects of such event or circumstances. The non-Affected Parties shall not be required to perform their obligations to the Affected Party corresponding to the obligations of the Affected Party excused by Force Majeure (including, for the avoidance of doubt, the payment of fees for any affected Services). A Party prevented from performing its obligations due to Force Majeure shall use commercially reasonable efforts to mitigate and to overcome the effects of such event or circumstances and shall resume performance of its obligations as soon as practicable. In their efforts to mitigate and overcome the effects of the Force Majeure, and in their efforts to resume performance, the Chesapeake Entities shall treat the Company Group the same as any other internal or external service recipient of the affected Services, if any.

ARTICLE X

CONFIDENTIAL INFORMATION

Section 10.1 Obligations. Each Party shall use reasonable efforts to retain the other Parties’ Confidential Information in confidence and not disclose the same to any third party nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in

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this Article X. Each Party further agrees to take the same care with the other Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care. Excepted from these obligations of confidence and non-use is that information which:

(a) is available, or becomes available, to the general public without fault of the receiving Party;

(b) was in the possession of the receiving Party on a non-confidential basis prior to receipt of the same from the disclosing Party (it being understood, for the avoidance of doubt, that this exception shall not apply to information of the Company Group that was in the possession of the Chesapeake Entities or any of their Affiliates as a result of their ownership or operation of the Partnership Assets prior to the Effective Date);

(c) is obtained by the receiving Party without an obligation of confidence from a third party who is rightfully in possession of such information and, to the receiving Party’s knowledge, is under no obligation of confidentiality to the disclosing Party; or

(d) is independently developed by the receiving Party without reference to or use of the disclosing Party’s Confidential Information.

For the purpose of this Section 10.1, a specific item of Confidential Information shall not be deemed to be within the foregoing exceptions merely because it is embraced by, or underlies, more general information in the public domain or in the possession of the receiving Party.

Section 10.2 Required Disclosure. Notwithstanding Section 10.1, if the receiving Party becomes legally compelled to disclose, or is required to disclose by the listing standards of the New York Stock Exchange, any of the disclosing Party’s Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party’s Confidential Information that it is required to disclose.

Section 10.3 Return of Information. Upon written request by the disclosing Party, all of the disclosing Party’s Confidential Information in whatever form shall be returned to the disclosing Party upon termination of this Agreement, without the receiving Party retaining copies thereof except that one copy of all such Confidential Information may be retained by a Party’s legal department solely to the extent that such Party is required to keep a copy of such Confidential Information pursuant to applicable Law.

Section 10.4 Receiving Party Personnel. The receiving Party will limit access to the Confidential Information of the disclosing Party to those of its employees and contractors that have a need to know such information in order for the receiving Party to exercise or perform its rights and obligations under this Agreement (the “Receiving Party Personnel”). The Receiving Party Personnel who have access to any Confidential Information of the disclosing Party will be made aware of the confidentiality provision of this Agreement, and will be required to abide by the terms thereof. Any third party contractors that are given access to Confidential Information

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of a disclosing Party pursuant to the terms hereof shall be required to sign a written agreement pursuant to which such Receiving Party Personnel agree to be bound by the provisions of this Agreement, which written agreement will expressly state that it is enforceable against such Receiving Party Personnel by the disclosing Party.

Section 10.5 Survival. The obligation of confidentiality under this Article X shall survive the termination of this Agreement for a period of two (2) years.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Accuracy of Recitals. The paragraphs contained in the recitals to this Agreement are incorporated in this Agreement by this reference, and the Parties to this Agreement acknowledge the accuracy thereof.

Section 11.2 Applicable Law; Forum, Venue and Jurisdiction.

(a) This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

(b) Each of the Parties:

(i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of this Agreement or the duties, obligations or liabilities among Parties, or the rights or powers of, or restrictions on, the Parties) shall be exclusively brought in the Court of Chancery of the State of Delaware, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims;

(ii) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit, action or proceeding;

(iii) agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper;

(iv) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; and

(v) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law.

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(c) Any Party may apply for urgent injunctive or equitable relief, including temporary injunctions and provisional measures, from a court of relevant jurisdiction.

Section 11.3 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTION CONTEMPLATED HEREBY. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Section 11.4 Notices. Any notice, demand or communication required or permitted under this Agreement shall be in writing and delivered personally, by reputable courier or by telecopier, and shall be deemed to have been duly given as of the date and time reflected on the delivery receipt, if delivered personally or sent by reputable courier service, or on the automatic telecopier receipt, if sent by telecopier, addressed as follows:

Chesapeake Midstream Management, L.L.C.

6100 North Western Avenue

Oklahoma City, Oklahoma

Attn: J. Mike Stice

Fax: (405) 849-6134

and

Attn: Nick Dell’Osso

Fax: (405) 849-6125

26

Chesapeake Operating, Inc.

6100 North Western Avenue

Oklahoma City, Oklahoma

Attn: J. Mike Stice

Fax: (405) 849-6134

and

Attn: Nick Dell’Osso

Fax: (405) 849-6125

and if to the Company, the Partnership and/or MLP Operating, to:

Chesapeake Midstream GP, L.L.C.

777 NW Grand Boulevard

Oklahoma City, Oklahoma

Attn: J. Mike Stice

Fax: (405) 849-6134

and

Attn: Nick Dell’Osso

Fax: (405) 849-6125

with a copy to:

Global Infrastructure Partners

12 East 49^th Street

38^th Floor

New York, New York 10017

Attn: Salim Samaha

Fax: (646) 282-1599

with a copy to:

Latham & Watkins LLP

885 Third Avenue

New York City, NY 10022

Attn: Edward Sonnenschein

Fax: (212) 751-4864

with copy to:

Vinson & Elkins LLP

666 Fifth Avenue, 26^th Floor

New York, NY 10103-0040

Attn: Alan P. Baden

Fax: (917) 849-5337

A Party may change its address for the purposes of notices hereunder by giving notice to the other Parties specifying such changed address in the manner specified in this Section 11.3.

27

Section 11.5 Further Assurances. The Parties agree to execute such additional instruments, agreements and documents, and to take such other actions, as may be necessary to effect the purposes of this Agreement.

Section 11.6 Agreement. This Agreement, together with the other Transaction Documents, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby or in the other Transaction Documents, whether oral or written. Without limiting the foregoing, each of the Parties acknowledges and agrees that (i) this Agreement is being executed and delivered in connection with each of the other Transaction Documents and the transactions contemplated hereby and thereby, (ii) the performance of this Agreement and the other Transaction Documents and expected benefits herefrom and therefrom are a material inducement to the willingness of the Parties to enter into and perform this Agreement and the other Transaction Documents and the transactions described herein and therein, (iii) the Parties would not have been willing to enter into this Agreement in the absence of the entrance into, performance of, and the economic interdependence of, the Transaction Documents, (iv) the execution and delivery of this Agreement and the other Transaction Documents and the rights and obligations of the parties hereto and thereto are interrelated and part of an integrated transaction being effected pursuant to the terms of this Agreement and the other Transaction Documents, (v) irrespective of the form such documents have taken, or otherwise, the transactions contemplated by this Agreement and the other Transaction Documents are necessary elements of one and the same overall and integrated transaction, (vi) the transactions contemplated by this Agreement and by the other Transaction Documents are economically interdependent and (vii) such Party will cause any of its successors or permitted assigns to expressly acknowledge and agree to this Section 11.6 prior to any assignment or transfer of this Agreement, by operation of law or otherwise.

Section 11.7 Effect of Waiver or Consent. No waiver or consent under this Agreement shall be effective unless in writing. No waiver or consent by any Party to or of any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any other Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run

Section 11.8 No Presumption. The Parties agree that this Agreement was negotiated fairly between them on a reasonable basis at arms’ length, that each Party is a commercially distinct entity entering into this Agreement in order to provide for efficiency and consideration for the benefit of each Party, and that the final terms of this Agreement are the product of the Parties’ negotiations.

Section 11.9 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement.

28

Section 11.10 Assignment; Third-Party Beneficiaries. No Party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Parties. Each of the Parties hereto specifically intends that each entity comprising the Chesapeake Entities and the Company Group, as applicable, whether or not a Party to this Agreement, shall be entitled to assert rights and remedies hereunder as third-party beneficiaries hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to any such entity. Except as set forth in this Section 11.10, the provisions of this Agreement are enforceable solely by the Parties, and no limited partner, member, or assignee of a Chesapeake Entity or a member of the Company Group or other Person shall have the right, separate and apart from the Chesapeake Entities and the members of the Company Group, to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement.

Section 11.11 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 11.12 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by Law.

Section 11.13 Titles and Headings. Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

Section 11.14 Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives.

Section 11.15 Time of the Essence. Time is of the essence in the performance of this Agreement.

Section 11.16 Delay or Partial Exercise Not Waiver. No failure or delay on the part of any Party to exercise any right or remedy under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy under this Agreement preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or any related document. The waiver by any Party of a breach of any provisions of this Agreement shall not constitute a waiver of a similar breach in the future or of any other breach or nullify the effectiveness of such provision.

Section 11.17 Withholding or Granting of Consent. Unless otherwise provided in this Agreement, each Party may, with respect to any consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its sole and uncontrolled discretion, with or without cause, and subject to such conditions as it shall deem appropriate.

Section 11.18 Laws and Regulations. Notwithstanding any provision of this Agreement to the contrary, no Party shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such Party to be in violation of any applicable Law.

29

Section 11.19 No Recourse Against Officers or Directors. For the avoidance of doubt, the provisions of this Agreement shall not give rise to any right of recourse against any officer or director of any Chesapeake Entity or any member of the Company Group.

Section 11.20 Signatories Duly Authorized. Each of the signatories to this Agreement represents that they are duly authorized to execute this Agreement on behalf of the Party for which they are signing, and that such signature is sufficient to bind the Party purportedly represented.

[Signatures of the Parties follow on the next page.]

30

IN WITNESS WHEREOF, the Parties have executed this Agreement on August 3, 2010, to be effective as of the Effective Date.

CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.
By:	/s/ Jennifer M. Grigsby
Name:	Jennifer M. Grigsby
Title:	Senior Vice President, Treasurer and
	Corporate Secretary
CHESAPEAKE OPERATING, INC.
By:	/s/ Jennifer M. Grigsby
Name:	Jennifer M. Grigsby
Title:	Senior Vice President, Treasurer and
	Corporate Secretary
CHESAPEAKE MIDSTREAM GP, L.L.C.
By:	/s/ J. Mike Stice
Name:	J. Mike Stice
Title:	Chief Executive Officer
CHESAPEAKE MIDSTREAM PARTNERS, L.P.
By:	Chesapeake Midstream GP, L.L.C., its general partner
By:	/s/ J. Mike Stice
Name:	J. Mike Stice
Title:	Chief Executive Officer
CHESAPEAKE MLP OPERATING, L.L.C.
By:	/s/ J. Mike Stice
Name:	J. Mike Stice
Title:	Chief Executive Officer

[Signature Page to Amended and Restated Services Agreement]

Exhibit A-1

G&A Services

G&A Services shall include the services below as provided by the G&A Services Employees to the Company Group. An invoice relating to the historical services provided by Chesapeake Energy Corporation is attached hereto as Exhibit A-2, which has been previously reviewed by the Company.

1. Oklahoma City Facilities

a. Provide office space, parking, office furniture, IT hardware, copy machines (to the extent permitted under applicable contracts), insurance, telephones, long-distance, pagers, 800 service, cellular telephones, video conferencing, wireless devices, and other office services

b. Perform ground upkeep services, including landscaping

c. Operate and maintain health club facility and campus restaurant, including maintenance

d. Costs for all building-related utilities, including electric, gas, water and other necessary utilities required to operate the Company Group

e. Costs for all office supplies, including postage, shipping and printing costs

f. Cleaning of offices and kitchen areas and waste management in accordance with the normal schedule maintained by Chesapeake Energy Corporation and its Affiliates

g. Building/Grounds Depreciation, including depreciation expenses for OKC buildings

h. Equipment/Furniture/Fixtures Depreciation- includes depreciation expense for communication equipment, furniture/fixtures, office equipment, and other (trailers, backhoes, display booths, restroom fixtures, janitorial equipment, shale tech equipment, well equipment)

i. Cost for all kitchen supplies including staple items such as coffees, coffee additives, and dishes

2. Human Resources

a. Process payroll, maintain payroll records, pay taxes and complete annual and quarterly tax reports

b. Provide employees all current benefit plan coverage

c. Provide Human Resources support and support Accounting in related activities

d. Perform and oversee recruiting, employee benefits administration, and general employee relations functions, including training, compliance, seminars, and addressing issues as they arise

e. Maintain current internal controls, including support for compliance with standards governing internal control over financial reporting

f. Employee communications and corporate events

[Exhibit A-1]

g. Administering and overseeing all employee benefits and compensation plans, programs and policies (whether insured through a third party, self-insured or not insured)

h. Provide employees with sporting event tickets furnished in a manner consistent with Chesapeake Management’s practice of furnishing such tickets to its employees

3. Information Technology

a. Provide and maintain existing financial, gas control, SCADA and gas measurement, billing, customer, asset management, and other related operations systems

b. Provide support for and maintain existing telecommunications equipment, including office telephones, long-distance, pagers, 800 service, cellular telephones, video conferencing, and any other wireless devices

c. Provide and maintain all hardware, software (custom and off-the-shelf), interfaces, network, databases, and desktop systems in accordance with Chesapeake Energy Corporation standards

d. Provide disaster recovery services for systems currently maintained, including periodic backups in accordance with Chesapeake Energy Corporation standards

e. Provide and maintain data centers including field locations equipment rooms, including all hardware, systems, applications, existing and new website, site administration and IT support for systems currently maintained

f. Provide access to the Internet, shared drives, and e-mail services

g. Oversee network operations and security

h. Provide technological and systems support for Client Field Services

i Provide and maintain support for HR technology and software services

j. Manage and run customer support / help desk and application support

k. Review and monitor all work related to developing a transition plan for stand-alone IT function

l. Maintain applicable hardware and software licensing and associated costs

m. Maintain current internal controls, including support for compliance with standards governing internal control over financial reporting

n. Upgrades software platforms and applications as required in the ordinary course of business

o. Information technology costs relating to providing, maintaining or otherwise supporting software or hardware acquired or implemented by the Company Group after the Effective Date that are inconsistent with existing software or hardware of Chesapeake Energy Corporation or its Subsidiaries shall be excluded from the G&A Services Time and Materials Fee and directly billed to the Company Group.

[Exhibit A-1]

4. Treasury / Risk Management

a. Execute all cash transactions as approved by the Company and support Accounting in related activities

b. Maintain all stock programs and support HR & Accounting in the administration of those programs benefiting employees

c. Provide risk management for all corporate activities including AR and contractor management programs

d. Manage credit facilities, if any, and oversee cash management and other corporate finance related functions, as applicable

e. Report to members of Chesapeake Midstream Ventures, L.L.C. and the board of directors of the Company, as necessary or required inclusive of daily cash forecasting

f. Maintain current internal controls, including support for compliance with standards governing internal control over financial reporting

g. Oversee and provide general insurance administration services as specified in Section 2.4

h. Procure and maintain Company Group Insurance Policies and related risk management programs for all corporate activities including processing and oversight of related claims, if any. For the avoidance of any doubt, the allocated costs of insurance premiums shall be attributed to the Company pursuant to Section 2.3.

i. Administer a master service agreement program on behalf of the Company Group. For these purposes, COI deems Company an affiliate. For the avoidance of any doubt, services provided to the Company pursuant to any such master service agreement, other than Third Party Expenses, shall be expenses in accordance with Section 2.1.

j. Manage workers compensation program

5. Legal

a. General Counsel and all legal support for the Company Group, including rights-of-way and noise regulations

b. Excludes outside counsel services, which are directly billed to the business unit employing those services.

c. Litigation support

6. Executive Management

a. Executive management support of the CEO, COO, and CFO of Chesapeake Energy Corporation

b. Maintain current internal controls, including support for compliance with standards governing internal control over financial reporting

7. Security

a. Corporate security for personnel and property.

[Exhibit A-1]

8. Environmental / Regulatory

a. Provide environmental, health, and safety services under company programs of Chesapeake Energy Corporation and its Affiliates

b. Provide regulatory guidance and education training

c. Oversee permitting, regulatory compliance, consultation and compliance audits

9. Production Control / Scada / Gas Measurement

a. Production control, including recording and allocating daily and monthly production volumes on gathering systems

b. SCADA services, including providing electronic recording of volumes and support of automation control for gathering systems

c. Gas measurement, including providing data validation and audit trail documentation on marketed gas and custody transfer of volumes that the Company Group gathers

d. Imbalances management

e. Validation of gas quality

f. Training for field technicians

g. Filing of regulatory reports

10. Internal Audit

a. Audits for compliance purposes

b. Manage enterprise risk assessments

c. Perform and oversee audits, Sarbanes-Oxley oversight and compliance, and hotline investigations

d. Costs for internal and third-party contract services

11. Accounting

a. Maintain accounting systems and provide support to users

b. Provide financial statement support, including accounting close activities, general ledger activities, and financial reporting

c. Maintain current internal controls, including support for compliance with standards governing internal control over financial reporting

d. AP & AR support, including invoice generation

e. Provide tax support, including:

i. Prepare all federal, state and local tax returns and reports

ii. Provide property tax consulting services and process property tax payments

iii. Provide sales tax support including managing audits and preparing returns.

iv. Prepare and file 1099’s

v. Ad valorem tax support

[Exhibit A-1]

f. Provide treasury services, including:

i. Processing payments by check, ACH and wire

ii. Maintain bank accounts and lockbox facilities

g. Provide credit risk management services

h. Provide CAPEX & Budgeting support

i. Provide support for the managerial accounting & invoice approval processes maintained by the Company Group

j. Report to members of Chesapeake Midstream Ventures, L.L.C. and the board of directors of the Company, as necessary or required

12. CEMI Volume Control & Contract Management support

a. Contract and negotiation support of interconnects downstream of Company Group’s gathering systems

b. Contract administration services for managing gathering, gas lift, and other agreements necessary for the day-to-day volume management of Company Group’s gathering systems, including managing third party contracts

c. CEMI efforts to support ROW permits

[Exhibit A-1]

Exhibit A-2

[See attached invoice]

[Exhibit A-2]

CHESAPEAKE ENERGY CORPORATION

CORPORATE OVERHEAD ALLOCATION

CHESAPEAKE MIDSTREAM PARTNERS, LP

APRIL – JUNE 2009

Monthly salaries based on 4/1/2009 salaries per Human Resources. Other monthly expenses based on general ledger activity for the 1^st quarter of 2009.

COI Support of CMP	Q2 2009 Monthly
Facility
Building/Grounds Deprec	$	1,083,381
Building, Office, Facilities		2,623,405
Property Insurance		33,064
Restaurant/Facilities Deprec		37,398
Equipment/Furniture/Fixtures Deprec		573,617
Salaries/Bonus/Burden (Admin. Facilities, Food Serv., Fitness, Graphics)		1,987,460
Total Facility Expense	$	6,338,324
Total OKC Employees		2,826
Expense/Employee		2,243
Net Employees Utilizing COI Office Space		97
Facility Expense	$	217,557
Human Resources
Salaries	$	582,417
Bonus (20.9%)		121,725
Benefit Burden (88.9%)		517,768
Facility Usage (95 Employees)		213,072
Departmental Expenses		58,864
Total Human Resources Expense	$	1,493,846
Total CHK Employees		7,710
Expense/Employee		194
Net Employees Utilizing HR Services		352
HR Expense	$	68,202
Information Technology
Salaries	$	2,923,496
Bonus (20.9%)		611,011
Benefit Burden (88.9%)		2,598,990
Facility Usage (412 Employees)		924,059
Equipment/Software Depreciation		3,236,089
Contract Labor/Consulting Expenses		1,495,280
Departmental Expenses		1,781,410
Total Information Technology Expense	$	13,570,336
Total CHK PC’s (Employees and Contractors)		8,676
Expense/PC		1,564
Total CMP PC’s (Employees and Contractors)		623
IT Expense	$	974,449

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CHESAPEAKE ENERGY CORPORATION

CORPORATE OVERHEAD ALLOCATION

CHESAPEAKE MIDSTREAM PARTNERS, LP

APRIL – JUNE 2009

Treasury/Risk Management
Salaries (Evaluated 26 Employees, 1.13 Net Employees)	$	7,498
Bonus (20.9%)		1,567
Benefit Burden (88.9%)		6,666
Facility Usage (1.13 Net Employees)		2,537
HR Net Expense (1.13 Net Employees)		219
IT Net Expense (1.13 Net PC’s)		1,767
Treasury/Risk Mgt Expense (1.13 Net Employees)	$	20,254
Legal
Salaries	$	408,708
Bonus (20.9%)		85,420
Benefit Burden (88.9%)		363,342
Facility Usage (47 Employees)		105,414
HR Expense (47 Employees)		9,106
IT Expense (47 PC’s)		73,514
Total Legal Expense	$	1,045,505
Time Allocation (Provided by Henry Hood)		7.5	%
Legal Expense	$	78,413
Executive Management
Salaries (AKM, MCR, SCD)	$	7,765
Bonus (20.9%)		1,623
Benefit Burden (88.9%)		6,903
Facility Usage (0.105 Net Employees)		236
HR Net Expense (0.105 Net Employees)		20
IT Net Expense (0.105 Net PC’s)		164
Total Executives Management Expense	$	16,710
Executive Management Expense (0.105 Net Employees)	$	16,710
Security
Salaries	$	114,269
Bonus (20.9%)		23,882
Benefit Burden (88.9%)		101,585
Facility Usage (20 Employees)		44,857
HR Expense (20 Employees)		3,875
IT Expense (20 PC’s)		31,282
Total Security Expense	$	319,752
Time Allocation (Provided by Tony Blasier)		5.0	%
Security Expense	$	15,988
Environmental/Regulatory
Salaries (Evaluated 19 Employees, 2.85 Net Employees)	$	26,413
Bonus (20.9%)		5,520
Benefit Burden (88.9%)		23,481
Facility Usage (2.85 Net Employees)		6,392
HR Net Expense (2.85 Net Employees)		552
IT Net Expense (2.85 Net PC’s)		4,458
Environmental/Regulatory Expense (2.85 Net Employees)	$	66,816

2 of 4

CHESAPEAKE ENERGY CORPORATION

CORPORATE OVERHEAD ALLOCATION

CHESAPEAKE MIDSTREAM PARTNERS, LP

APRIL – JUNE 2009

Production Control/Scada/Gas Measurement
Salaries (Evaluated 70 Employees, 12.44 Net Employees)	$	73,348
Bonus (20.9%)		15,330
Benefit Burden (88.9%)		65,207
Facility Usage (12.44 Net Employees)		27,899
HR Net Expense (12.44 Net Employees)		2,410
IT Net Expense (12.44 Net PC’s)		19,458
Production Control/Scada/Gas Measurement Expense (12.44 Net Employees)	$	203,652
Internal Audit
Salaries	$	25,833
Bonus (20.9%)		5,339
Benefit Burden (88.9%)		22,966
Facility Usage (4 Employees)		8,971
HR Expense (4 Employees)		775
IT Expense (4 PC’s)		6,256
Departmental Expenses		3,541
Total Internal Audit		73,742
Time Allocation		0.03	%
Internal Audit Expense	$	22
Accounting
Direct (DLC, MLH, MJK, Midstream Accounting, and Midstream A/P)	$	59,920
Bonus (20.9%)		12,523
Benefit Burden (88.9%)		53,269
Facility Usage (13.47 Net Employees)		30,211
HR Net Expense (13.47 Net Employees)		2,610
IT Net Expense (13.47 Net PC’s)		21,069
Direct Accounting Expense	$	179,603
Indirect (Tax, FAR, Other)	$	12,910
Bonus (20.9%)		2,698
Benefit Burden (88.9%)		11,477
Facility Usage (3.02 Net Employees)		6,773
HR Net Expense (3.02 Net Employees)		585
IT Net Expense (3.02 Net PC’s)		4,724
Indirect Accounting Expense	$	39,167
Accounting Expense	$	218,770
Total COI to CMP Support Expense	$	1,880,834
Less CMP to COI Support Expense (see below)	$	(8,053	)
CMP Net of COI Support Expense	$	1,872,781
CEMI to CMP-Gathering Support Expense (see CEMI Overhead Allocation)	$	90,088
CEMI to CMP-Treating Support Expense (see CEMI Overhead Allocation)	$	—
MidCon to CMP – Gathering Support Expense (see MidCon Overhead Allocation)	$	16,678
Total CMP Support Expense Including COI, CEMI, and MidCon	$	1,979,547

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CHESAPEAKE ENERGY CORPORATION

CORPORATE OVERHEAD ALLOCATION

CHESAPEAKE MIDSTREAM PARTNERS, LP

APRIL – JUNE 2009

Monthly Gathering Mcf		60,078,034	1
CMP Net COI Support Expense Per Mcf	$	0.0312
CMP Total Net Support Expense Per Mcf	$	0.0329
CMP Support of COI	Q2 2009 Monthly
Facility Usage (1.7 Net Employees)	$	3,813
HR Net Expense (1.7 Net Employees)		329
IT Net Expense (2.5 Net PC’s)		3,910
Total CMP Expense	$	8,053

¹ Represents average monthly gathering volumes per the 1/09 – 3/09 financial statements.

4 of 4

Exhibit B

G&A Services Time and Materials Fees

The G&A Services Time and Materials Fees shall be based on the volumes (measured in Mcf) of natural gas gathered, transported and/or processed by the Company Group (without double counting) relative to Chesapeake Management and its Subsidiaries (for these purposes only, including the Company Group). The G&A Services Time and Materials Fees charged to the Company for any specified month shall be equal to the product of (x) the amount (measured in Mcf) of natural gas gathered, transported and/or processed by the Company Group (without double counting) as reported for the month multiplied by (y) G&A Services Rate.

“G&A Services Rate” means, for any month in a fiscal quarter, the quotient of (x) the actual total fully-burdened cost incurred by Chesapeake Energy Corporation and its Subsidiaries (for these purposes only, including the Company Group) in connection with providing general and administrative services (including the G&A Services) to Chesapeake Management and its Subsidiaries (for these purposes only, including the Company Group) for the prior fiscal quarter divided by (y) the actual amount (measured in Mcf) of natural gas gathered, transported and/or processed by the Chesapeake Management and its Subsidiaries (for these purposes only, including the Company Group) (without double counting) in such prior fiscal quarter as reported in Chesapeake Energy Corporation’s financial statements for such prior fiscal quarter. The cost of the individual services comprising the actual general and administrative services described above shall be calculated on a service-by-service basis consistent with the calculations thereof described in the Exhibit A-2 hereof. With respect to restricted stock of Chesapeake Energy Corporation, the costs and expense calculated with respect to the vesting of each share restricted stock shall be equal to the lesser of (i) the per share closing trading price of Chesapeake Energy Corporation’s common stock on the date of grant or (ii) the per share closing trading price of Chesapeake Energy Corporation’s common stock on the date of vesting, in each case, as reported on the New York Stock Exchange provided that, if the date of grant or date of vesting, as applicable, is not a trading day, the applicable per share closing trading price shall be the per share closing trading price on the trading day immediately preceding the applicable date of grant or date of vesting. The costs and expenses calculated with respect to the provision of sporting event tickets to G&A Service Employees shall be equal to the actual cost incurred based on an arms length and non-discriminatory agreement between the Chesapeake Entities and the Company; provided that the amount of any costs and expenses reimbursable by the Company under this Agreement and any other agreement (including, without limitation, the Employee Secondment Agreement and the Shared Services Agreement, each as defined in the Partnership Agreement) with respect to the provision of sporting event tickets shall not exceed $200,000 per annum in the aggregate. Notwithstanding the first paragraph of this Exhibit B, the costs and expenses of providing sporting event tickets to the G&A Service Employees shall be reimbursed by the Company on an annual basis (as opposed to monthly basis).

[Exhibit B]

Exhibit C

Additional Services

Additional Services shall include all services provided by (i) the Additional Services Employees and (ii) independent contractors under the control of Chesapeake Energy Corporation and its Subsidiaries to the Company Group at the request of any duly authorized officer or authorized representative of the Company, which such services shall be consistent in nature with those provided by Chesapeake Management and its Subsidiaries for Chesapeake Management and its Subsidiaries (for these purposes only, including the Company Group) during the one-year period prior to the Effective Date. Additional Services shall generally include, but not be limited to, engineering, construction, procurement, business analysis, commercial, cartographic, and other similar services that are not otherwise G&A Services.

[Exhibit C]

Exhibit D

Additional Services Time and Materials Fees

The Additional Services Time and Materials Fees shall be based on the actual time spent by each Additional Services Employee in performing Additional Services on a monthly basis. The Additional Services Time and Materials Fees charged to the Company for any specified month shall be equal to (x) the amount of time spent by each Additional Services Employee during such month to provide Additional Services to the Company Group (which shall not be greater than the amount specified in clause (y) below) divided by (y) the amount of time spent by such Additional Services Employee during such month to provide services (including the Additional Services) to the Chesapeake Entities, the Company Group or their affiliates multiplied by (z) the Total Additional Services Employee Cost for each Additional Services Employee.

“Total Additional Services Employee Cost” means the actual total cost (inclusive of all wages, overtime wages (to the extent applicable), allowances for holidays, paid time off and other paid absences, costs related to employee insurance and retirement benefits, payroll taxes, overhead, premiums of unemployment insurance, workers’ compensation and employer’s liability insurance, bonuses and benefits) to the Chesapeake Entities to employ a G&A Services Employee on a monthly basis. With respect to restricted stock of Chesapeake Energy Corporation, the costs and expense calculated with respect to the vesting of each share restricted stock shall be equal to the lesser of (i) the per share closing trading price of Chesapeake Energy Corporation’s common stock on the date of grant or (ii) the per share closing trading price of Chesapeake Energy Corporation’s common stock on the date of vesting, in each case, as reported on the New York Stock Exchange provided that, if the date of grant or date of vesting, as applicable, is not a trading day, the applicable per share closing trading price shall be the per share closing trading price on the trading day immediately preceding the applicable date of grant or date of vesting. The costs and expenses calculated with respect to the provision of sporting event tickets to Additional Service Employees shall be equal to the actual cost incurred based on an arms length and non-discriminatory agreement between the Chesapeake Entities and the Company; provided that the amount of any costs and expenses reimbursable by the Company under this Agreement and any other agreement (including, without limitation, the Employee Secondment Agreement and the Shared Services Agreement, each as defined in the Partnership Agreement) with respect to the provision of sporting event tickets shall not exceed $200,000 per annum in the aggregate. Notwithstanding the first paragraph of this Exhibit D, the costs and expenses of providing sporting event tickets to the Additional Service Employees shall be reimbursed by the Company on an annual basis (as opposed to monthly basis).

[Exhibit D]

Exhibit E

Insurance

[See attached spreadsheet.]

[Exhibit E]

Chesapeake Energy Corporation, et al.

Insurance Policy Schedule

Exhibit E to Service Agreement

COVERAGE	AM BEST RATING	TERM	LIMITS AND DEDUCTIBLES		RETRO DATE	FIRST NAMED INSURED	STATUS OF JV	INSURANCE BROKER
LIABILITY COVERAGES
Excess Liability		7-1-09/10	$2,000,000	Each occurrence (except Auto)	6/30/1997	CEC	Named Insured	MRA
Policy Number: AR6460514			$2,000,000	Aggregate
Colony Insurance Company	A (Excellent)		$1,000,000	Auto Liab per occ limit/no aggregate
			SELF INSURED RETENTION
			$1,000,000	Each occurrence (Does not include coverage for Employment Practices Liab, Employers Liability or Riggers/Cargo Liability, Medical Malpractice)
Excess Liability		7-1-09/10	$15,000,000	Each occurrence	6/30/1997	CEC	Named Insured	MRA
Policy Number: X0630A1A09			$15,000,000	Products/Completed Operations Aggregate
AEGIS Insurance Services	A-(Excellent) XI		$15,000,000	Employment Practices Liability Aggregate
			$15,000,000	Saltwater Disposal Operation Aggregate
			$15,000,000	Wild Fire Liability Aggregate
			UNDERLYING
			$3,000,000	General Liability each occurrence
			$1,000,000	Medical Malpractice Liability
			$2,000,000	Auto Liability each occurrence
			$3,000,000	CCC each occurrence
			$1,000,000	Employer’s Liability each occ
			$1,000,000	Employment Practices Liability each claimant
			$1,000,000	Employment Practices Liability each occ
			$3,000,000	Each Occ not covered by underlying insurance
			$10,000,000	Riggers/Cargo Liability
			$50,000,000	Aircraft Liability
Excess Liability Policy Number: X0630A2A09 AEGIS Insurance Services	A-(Excellent) XI	7-1-09/10	$10,000,000	Each Occurrence and Aggregate	6/30/1997	CEC	Named Insured	MRA
Excess Liability Policy Number: US00011653LI09A Indian Harbor Insurance Co.	A (Excellent) XV	7-1-09/10	$10,000,000	Each Occurrence and Aggregate	6/30/1997	CEC	Named Insured	MRA
Excess Liability Policy Number: 251201-09GL Energy Insurance Mutual	A (Excellent) IX	7-1-09/10	$65,000,000	Each Occurrence and Aggregate Excess of $35,000,000	6/30/1997	CEC	Named Insured	MRA
Excess Liability Policy Number: US00011654LI09A Indian Harbor Insurance Co.	A (Excellent) XV	7-1-09/10	$25,000,000	Each Occurrence and Aggregate Excess of $100,000,000	6/30/1997	CEC	Named Insured	MRA
Excess Liability Policy Number: 021404558 Lexington Insurance Company	A (Excellent) XV	7-1-09/10	$25,000,000	Each Occurrence and Aggregate Excess of $125,000,000	6/30/1997	CEC	Named Insured	MRA

[Exhibit E]

Page 1 of 4

Chesapeake Energy Corporation, et al.

Insurance Policy Schedule

Exhibit E to Service Agreement

COVERAGE	AM BEST RATING	TERM	LIMITS AND DEDUCTIBLES		RETRO DATE	FIRST NAMED INSURED	STATUS OF JV	INSURANCE BROKER
Excess Liability Policy Number: ML100759/09 Gotham Insurance Company	A (Excellent) VIII	7-1-09/10	$25,000,000	Each Occurrence and Aggregate Excess of $150,000,000	6/30/1997	CEC	Named Insured	MRA
Excess Liability Policy Number: U920042-0706 OCIL	NR-5 (not followed)	7-1-09/10	$75,000,000	Each Occurrence and Aggregate Excess of $175,000,000	6/30/1997	CEC	Named Insured	MRA
Excess Liability Policy Number: 21472634 AIG Excess Liability Ins. International Ltd	A (Excellent) XV	7-1-09/10	$100,000,000	Each Occurrence and Aggregate Excess of $250,000,000	7/1/2007	CEC	Named Insured	MRA
Pollution Liability		7-1-09/10	$100,000,000	Each Occurrence and Aggregate	12/7/1993	CEC	Named Insured	MRA
Policy Number: PLC24206803			SELF-INSURED RETENTION
American International Specialty Lines	A (Excellent) XV		$1,000,000	Each Occurrence
Auto Liability Policy Number: AS1-691-522861-039 Liberty Mutual Insurance Company		7-1-09/10	$1,000,000	Each Accident for Bodily Injury and Property Damage	N/A	CEC	Named Insured	MRA
			$1,000,000	Under/Uninsured Motorists
	A (Excellent) XV		$5,000	Medical Payments
			DEDUCTIBLES
			$250,000	Each Accident
WORKERS COMPENSATION COVERAGES
Workers’ Compensation excluding OK and WV (for CHK App) Policy Number: WA169D522861069 Liberty Mutual Insurance Company		7-1-09/10	$1,000,000	Employer’s Liability	N/A	CEC	Named as Alt Employer	MRA
			Statutory Workers’ Compensation
			DEDUCTIBLE
	A (Excellent) XV		$250,000	Per Occurrence
Excess Workers’ Comp – OK & WV Policy Number: CO630A1A09 AEGIS Insurance Services		7-1-09/10	$35,000,000	Each Accident	N/A	CEC	Named as Alt Employer	MRA
			SELF-INSURED RETENTION
	A- (Excellent) XI		$500,000	Each Accident
Excess Workers’ Comp – OK & WV Policy Number: EW7-69N-522861-079 Liberty Mutual Insurance		7-1-09/10		Statutory Limits Excess of $35,000,000	N/A	CEC	Named as Alt Employer	MRA
	A (Excellent) XV

[Exhibit E]

Page 2 of 4

Chesapeake Energy Corporation, et al.

Insurance Policy Schedule

Exhibit E to Service Agreement

COVERAGE	AM BEST RATING	TERM	LIMITS AND DEDUCTIBLES		RETRO DATE	FIRST NAMED INSURED	STATUS OF JV	INSURANCE BROKER
EXECUTIVE COVERAGES
Directors & Officers Liability		2-4-09/10	$35,000,000	Aggregate including defense costs	N/A	CEC	Named Insured	MRA
Policy Number: DO630A1A09			RETENTIONS
AEGIS Insurance Services	A- (Excellent) XI		$0	Directors and Officers
			$5,000,000	Corporate Reimbursement
			$1,000,000	Corporate Reimbursement – Midstream JV
Excess Directors & Officers Liability Policy Number: 291078-09DO Energy Insurance Mutual	A (Excellent) IX	2-4-09/10	$25,000,000	Aggregate Excess of $35,000,000	12/26/1991	CEC	Named Insured	MRA
Excess Directors & Officers Liability Policy Number: 14-MGU-09-A18366 U.S. Specialty Insurance Company	A+ (Superior) XIV	2-4-09/10	$15,000,000	Aggregate Excess of $60,000,000	12/26/1991	CEC	Named Insured	MRA
Excess Directors & Officers Liability Policy Number: 6802-2072 Federal Insurance Company	A++ (Superior) XV	2-4-09/10	$10,000,000	Aggregate Excess of $75,000,000	12/26/1991	CEC	Named Insured	MRA
Excess Directors & Officers Liability Policy Number: NHS631896 RSUI Indemnity Company	A (Excellent) XI	2-4-09/10	$15,000,000	Aggregate Excess of $85,000,000	12/26/1991	CEC	Named Insured	MRA
Excess Directors & Officers Liability Policy Number: NY09DOL567197NV Navigators Ins. Co.	A (Excellent) X	2-4-09/10	$10,000,000	Excess of $100,000,000	12/26/1991	CEC	Named Insured	MRA
Blanket Crime	A+ (Superior) XV	2-27-09/10	$10,000,000	Single Loss Limit	N/A	CEC	Named Insured	MRA
Policy Number: CR01200003			DEDUCTIBLE
St. Paul Fire & Marine Insurance Co.			$1,000,000	Each Loss
Excess Crime Policy Number: SAA 533-92-67 Great American Insurance Group	A (Excellent) XIII		$10,000,000	Excess of $10,000,000	N/A	CEC	Named Insured	MRA
Fiduciary Liability		2-27-09/10	$10,000,000	Aggregate including defense	N/A	CEC	Named Insured	MRA
Policy Number: EC00300510			DEDUCTIBLE
St. Paul Mercury Insurance Company	A+ (Superior) XV		Nil $2,500,000	Non-Indemnifiable Loss Indemnifiable Loss
Excess Fiduciary Liability Policy Number: FO630A1A09 AEGIS Insurance Services	A- (Excellent) XI	2-27-09/10	$10,000,000	Aggregate including defense Excess of $10,000,000	N/A	CEC	Named Insured	MRA

[Exhibit E]

Page 3 of 4

Chesapeake Energy Corporation, et al.

Insurance Policy Schedule

Exhibit E to Service Agreement

COVERAGE	AM BEST RATING	TERM	LIMITS AND DEDUCTIBLES		RETRO DATE	FIRST NAMED INSURED	STATUS OF JV	INSURANCE BROKER
PROPERTY COVERAGES
Energy Property Physical Damage		4-1-09/10	$30,000,000	Limit – Midstream Ops	N/A	CEC	Named Insured	Willis
Policy Number: WRS091436510			Sub-Limits
National Union Fire Ins Co of Pittsburgh, PA	A (Excellent) XV		$10,000,000	Earthquake or Volcanic Action (Exc Calif) – Annual Agg
Commonwealth Insurance Company	A (Excellent) VIII		No coverage	California Earthquake
Liberty Mutual Insurance Company	A (Excellent) XV		$10,000,000	Flood – Annual Agg
ACE American Insurance Company	A (Excellent) XV A+ (Superior) XV		$2,500,000	Extra Expense – Per occ
			$1,000,000	Expediting Expense – Per occ
			$1,500,000	Course of Construction – Per occ
			25% or $1,000,000	Max Debris Removal – Per occ
			$100,000	Professional Fees – Annual Agg
			$1,000,000	Hazardous Substances – Per occ
			$1,000,000	Valuable Papers and Records – Per occ
			$5,000,000	Newly Acquired Location – 90 day reporting – Per occ
			$1,500,000	Inland Transit and Single Conveyance – Per occ
			$250,000	Misc Unnamed Locations exc Flood & Earthquake – Per occ
			$100,000	Pollutant Cleanup – Onsite – Annual Agg
			$500,000	EDP – Per occ
			$2,000,000	Service Interr/PD Only – Per occ
			$1,000,000	Accounts Receivable – Per occ
			$100,000	Fire Brigade Charges – Per occ
			$500,000	Demolition and Increase Cost of Const. – Per occ
			DEDUCTIBLES
			$100,000	Per occ
			$250,000	Per occ for earthquake shock
			2% or $250,000	Min. Named Windstorm

CONTACT DETAILS FOR BROKERS:

Meyers Reynolds & Associates 1230 N Robinson Oklahoma City, OK 73103-4820 Attn: Mark Bush 918-388-6172 Willis HRH One Riverway Suite 2200 Houston, TX 77056 Attn: Ron Baron 713-625-1038

[Exhibit E]

Page 4 of 4

Exhibit F

Allocation Methodology

[See attached.]

[Exhibit F]

EXHIBIT F

PREMIUM ALLOCATION

Effective the Closing Date, the total annual insurance premium and management fee allocated to the Company for the insurance policies specified in Exhibit E is $1,235,568, as shown in the table below.

Effective the Closing Date, the Company is responsible for the prorated allocated premium ($701,307), which is the sum of each allocated annual policy premium pro-rated from the Closing date to the expiration date of the application policy terms (Refer to the table below).

Allocation to JV	Annual Premium		Management Fee		Total Premium and Fee		Pro Rata Factor 9/30/09 to Policy Expiration		Pro Rata Premium 9/30/09 to Policy Expiration
Excess Liability	$	147,007	$	6,274	$	153,280	75.10	%	$	115,114
Pollution Liability	$	155,951	$	6,656	$	162,607	75.10	%	$	122,118
D&O Liability	$	224,803	$	9,594	$	234,397	34.80	%	$	81,570
Fidelity	$	4,192	$	179	$	4,371	41.10	%	$	1,796
Fiduciary Liability	$	4,109	$	175	$	4,285	41.10	%	$	1,761
Automobile Liability	$	107,742	$	4,598	$	112,340	75.10	%	$	84,367
WC – All Other States	$	54,210	$	2,314	$	56,523	75.10	%	$	42,449
WC – Okla. & WV	$	20,820	$	889	$	21,708	75.10	%	$	16,303
Property	$	486,056	$	-0-	$	486,056	50.10	%	$	243,514
Total Allocation	$	1,204,890	$	30,678	$	1,235,568			$	701,307

The allocated premiums shown above were calculated using the Allocation Methodology, briefly described in the balance of this Exhibit F.

ALLOCATION METHODOLOGY

All current and future premiums allocated to the Company shall be calculated in a manner consistent with the same past practices and method of allocating premiums amongst Chesapeake Energy Corporation and its subsidiaries. The Allocation Methodology may change from time to time to take into consideration changes in operations, rating basis, losses and risk factors. In the event the Allocation Methodology changes in the future, the new Allocation Methodology will be applied to both the Company and Chesapeake Energy Corporation and its subsidiaries in the same manner.

Briefly summarized, the annual premiums for the policies specified in Exhibit E are currently allocated using the following methodology:

Excess Casualty Policies: The allocated excess casualty premiums are calculated using a four step process.

Step One: The total annual premium is first allocated amongst various operational classifications (pipeline operations, oil & gas drilling and production, etc.) based upon historical losses and managements perception regarding the degree of risk pertaining to each operational classification.

Step Two: Identifiable exposure information applicable to each Chesapeake entity, including the Company, (wages, losses, number of vehicles, operating and drilling wells, miles of pipeline, etc.) are entered into the equation and the percentage applicable to each exposure input is calculated for each entity.

Step Three: The weighted average of each exposure input is calculated per entity.

Step Four: The final allocated premium per entity is calculated by multiplying the weighted average of the exposure inputs for each entity times the premiums allocated to each operational classification, as applicable (See Step One).

Pollution Liability: Premiums are allocated using the same methodology as the excess casualty policies.

D&O Liability and Fidelity: Allocated premiums for each entity are based on the relative size of the Assets of each entity compared to the total Assets of all entities. This percentage is multiplied by the total premium to determine the allocated premium.

Fiduciary Liability: Premiums are allocated using the same methodology as the D&O and Fidelity policies, except it is based on the value of the assets applicable to the employee benefit plan(s).

Automobile Liability: Premiums are allocated based on the number of vehicles times a predetermined rate for each vehicle.

Worker’s Compensation: The allocated premium for each entity is determined by calculating the weighted average of the payroll and manual premium for each entity and then multiplying that weighted average times the total annual policy premium.

Property: The allocated premiums are calculated by multiplying the property rate times the replacement cost value of the Assets insured for each entity.

Exhibit G

Pre July 1 Condemnation Bonds

[See attached.]

[Exhibit G]

Surety Bond Schedule

Exhibit G to Services Agreement

Surety: Safeco Insurance Company of America
6524277	TMGS	Claneco, LTD and Cooktower, LLC c/o Tarrant Co., TX Court at Law No. 1	Condemnation Bond	TMGS vs. Claneco LTD, and Cooktower LLC; Cause No. 07-57221-1	$	321,000.00	11/06/07	Continuous
6524278	TMGS	Claneco, LTD c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. Claneco LTD, and Cooktower LLC; Cause No. 07-57205-3	$	634,400.00	11/06/07	Continuous
6543784	TMGS	Greater Texas Materials Corp, Joseph M. Walker, and Walker c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. Greater Texas Materials Corp, Joseph M. Walker, and Walker; Cause No. 08-60694-3	$	26,065.00	03/20/08	Continuous
6560869	TMGS	Paul and Shirley Johnson c/o Tarrant Co., TX Court at Law No. 2	Condemnation Bond	TMGS vs. Paul Johnson and Shirley Johnson; Cause No. 08-60840-2	$	69,384.00	04/01/08	Continuous
6543788	TMGS	Duncan Family Trust c/o Denton Co., TX Probate Court	Condemnation Bond	TMGS vs. Duncan Family Trust	$	853,207.00	04/11/08	Continuous
6543800	TMGS	Las Pulgas Bailando LTD c/o Tarrant Co. Court at Law No. 1	Condemnation Bond	TMGS vs. Las Pulgas Bailando LTD; Cause No. 08-60695-1	$	4,468.00	05/23/08	Continuous
6560871	TMGS	Allied Trust Company Limited c/o Dallas Co., TX Court at Law No. 5	Condemnation Bond	TMGS vs. Allied Trust Company Limited; Cause No. CC-08-3427-E	$	65,156.00	05/30/08	Continuous
6560880	TMGS	Thyssen Land LTD c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. Thyssen Land LTD; Cause No. 08-60115-3	$	185,000.00	06/09/08	Continuous
6560882	TMGS	Century Crescent Partnership c/o Tarrant Co., TX Court at Law No. 1	Condemnation Bond	TMGS vs. Century Crescent Partnership; Cause No. 08-62948-1	$	74,360.00	07/01/08	Continuous
6560883	TMGS	Boyiages Joint Venture LTD c/o Tarrant Co., TX Court at Law No. 2	Condemnation Bond	TMGS vs. Boyiages Joint Venture LTD; Cause No. 0-63330-2	$	10,716.00	07/03/08	Continuous
6560885	TMGS	NVHF II Dallas Community Housing c/o Tarrant Co., TX Court at Law No. 2	Condemnation Bond	TMGS vs. NVHF II Dallas Community Housing; Cause No. 08-62766-2	$	48,217.00	07/08/08	Continuous
6560887	TMGS	Cheryl Sue Elliston c/o Tarrant Co., TX Court at Law No. 1	Condemnation Bond	TMGS vs. Cheryl Sue Elliston; Cause No. 08-60839-1	$	85,413.00	07/14/08	Continuous
6587827	TMGS	Ikaz, S.A. c/o Dallas Co., TX Court at Law No. 2	Condemnation Bond	TMGS vs. Ikaz, S.A.	$	12,071.50	08/11/08	Continuous
6587835	TMGS	Forward Fort Worth River Project, LTD c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. Forward Fort Worth River Project; Cause No. 08-62062-3	$	117,038.00	08/15/08	Continuous
6587837	TMGS	TK & AS Investments, Inc. c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. TK & AS Investments, Inc.; Cause No. 08-64357-3	$	216,606.00	08/20/08	Continuous
6587860	TMGS	TK & AS Investments, Inc. c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. TK & AS Investments, Inc.; Cause No. 08-65389-3	$	114,816.00	09/15/08	Continuous
6587845	TMGS	Gregory Volz c/o Tarrant Co., TX Court at Law No. 2	Condemnation Bond	TMGS vs. Gregory Volz; Cause No. 08-65559-2	$	5,654.00	09/17/08	Continuous
6587861	TMGS	Bill Strong c/o Tarrant Co., TX Court at Law No. 2	Condemnation Bond	TMGS vs. Bill Strong; Cause No. CC-08-5411-B	$	30,000.00	09/24/08	Continuous

Surety: Safeco Insurance Company of America

6587871	TMGS	Bill Strong c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. Bill Strong; Cause No. CC-08-5412-C	$	55,947.00	10/20/08	Continuous
6587872	TMGS	Yuttevong Doeung c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. Yuttevong Doeung; Cause No. 08-65554-3	$	4,622.00	10/27/08	Continuous
6587873	TMGS	BHMDF LTD c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. BHMDF LTD; Cause No. 08-66010-3	$	45,981.00	10/27/08	Continuous
6587877	TMGS	Gerad Bowsher c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. Gerad Bowsher; Cause No. 08-66359-1	$	16,052.00	11/13/08	Continuous
6587882	TMGS	Khosrow c/o Dallas Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. Khosrow; Cause No. CC-08-06059-C	$	200,000.00	12/04/08	Continuous
6587883	TMGS	Moritz Interests c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. Moritz Interests; Cause No. 08-067633-3	$	320,925.00	12/16/08	Continuous
6587885	TMGS	Howard Skinner c/o Tarrant Co., TX Court at Law No. 1	Condemnation Bond	TMGS vs. Howard Skinner	$	52,725.00	12/16/08	Continuous
6587886	TMGS	Clemon Jones, Bobbie Jones c/o Tarrant Co., TX Court at Law No. 1	Condemnation Bond	TMGS vs. Clemon Jones, Bobbie Jones; Cause No. 08-67358-1	$	6,891.00	12/23/08	Continuous
6587888	TMGS	CA New Plan Texas Assets LP c/o Tarrant Co., TX Court at Law No. 1	Condemnation Bond	TMGS vs. CA New Plan Texas Assets LP; Cause No. 08-67673-1	$	47,040.00	01/05/09	Continuous
6587892	TMGS	Luis Hernandez & Wife Shelly c/o Tarrant Co., TX Court at Law No. 2	Condemnation Bond	TMGS vs. Luis Hernandez & Wife Shelly; Cause No. 08-68574-2	$	21,083.00	01/22/09	Continuous
6587893	TMGS	Natitex c/o Dallas Co., TX Court of Law No. 1	Condemnation Bond	TMGS vs. Natitex; Cause No. CC-08-07150-A	$	463,713.00	01/28/09	Continuous
6587896	TMGS	Seagull Ltd. c/o Tarrant Co., TX Court at Law No. 2	Condemnation Bond	TMGS vs. Seagull Ltd.; Cause No. 09-69093-2	$	123,600.00	02/09/09	Continuous
6587897	TMGS	Todd C. Stephens and Wife Tracy Stephens c/o Tarrant Co., TX Court at Law No. 1	Condemnation Bond	TMGS vs. Todd C. Stephens and Wife Tracy Stephens; Cause No. 09-69089-1	$	47,005.00	02/17/09	Continuous
6587898	TMGS	Wesley D. Bannister and Wife Ellen F. O’Daniel c/o Tarrant Co., TX Court at Law No. 2	Condemnation Bond	TMGS vs. Wesley D. Bannister and Wife Ellen F. O’Daniel; Cause No. 09-69096-2	$	12,134.00	02/17/09	Continuous
6587899	TMGS	Daniel H. Hope II and Wife Denise A. Hope c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. Daniel H. Hope II and Wife Denise A. Hope; Cause No. 09-69157-3	$	31,270.00	02/17/09	Continuous
6587900	TMGS	Billy Wade Moor c/o Tarrant Co., TX Court at Law No. 1	Condemnation Bond	TMGS vs. Billy Wade Moor; Cause No. 09-69092-1	$	26,154.00	02/17/09	Continuous
6587903	TMGS	Sovereign Bank, National Association c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. Sovereign Bank, National Association Co.; Cause No. 09-69418-3	$	22,826.00	03/03/09	Continuous
6587904	TMGS	Wanda K. Shearian Riveria c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. Wanda K. Shearian Riveria; Cause No. 09-69604-3	$	6,000.00	03/03/09	Continuous
6587905	TMGS	John Durant and Nona Durant c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS vs. John Durant and Nona Durant; Cause No. 09-69013-3	$	38,297.00	03/03/09	Continuous
6587914	TMGS	Daniel M. Towns c/o Tarrant Co., TX Court at Law No. 1	Condemnation Bond	TMGS vs. Daniel M. Towns; Cause No. 09-69308-1	$	828.00	03/19/09	Continuous
6587919	TMGS	Charles Scoma c/o Tarrant Co., TX Court at Law No. 1	Condemnation Bond	TMGS vs. Charles Scoma; Cause No. 09-70346-1	$	35,885.00	04/08/09	Continuous

Surety: Safeco Insurance Company of America

6635253 TMGS Cary Jack McCarty and Dana McCarty c/o Tarrant Co., TX Court at Law No. 1 Condemnation Bond TMGS vs. Cary Jack McCarty and Dana McCarty; Cause No. 09-72785-1 $ 66,129.00 06/19/09 Continuous

Key:

	Bonds under Chesapeake Energy Corporation’s Indemnity Agreement, others are under Chesapeake Midstream Partners, L.P. Indemnity Agreement
Continuous	Bonds are continuous until released by the Obligee or by the Surety providing written notice of cancellation to the Obligee
Annual	Bonds are extended each year by Continuation Certificate
TMGS	Texas Midstream Gas Services, L.L.C.
Bluestem	Bluestem Gas Services, L.L.C.

CONTACT DETAILS FOR BROKERS:

Meyers Reynolds & Associates

1230 N Robinson

Oklahoma City, OK 73103-4820

Attn: Mark Bush

918-388-6172

Exhibit H

Sample Invoice

[See attached spreadsheet.]

[Exhibit H]

To: Chesapeake Midstream Development, L.L.C.		Please direct inquiries to:
Invoice Date:	8/14/2009	Shawna Vance
Payment Terms:	30 days	Chesapeake Midstream Operating, L.L.C.
Total Due:	$107,654.25	Email: Shawna.Vance@chk.com
Invoice Number:	0609-CMV	Phone: (405) 935-1439
Customer Number:	123456	Fax: (405) 849-1439

Employees	Net Full-Time Shared Employees	Services Reimbursement Amount
Administrative Assistants	2.75	$	14,648.87
Coordinators - Procurement	3.85	$	29,334.09
Field Facilities Engineers	4.80	$	63,671.30
Totals	11.40	$	107,654.25

PLEASE REMIT PAYMENT VIA WIRE TRANSFER TO:

Wells Fargo Bank N.A.

Oklahoma City, Oklahoma

Account Number: 4121703888

Routing Number: 121000248

[Exhibit H]

Annex A

Indemnity Agreement

[See attached]

[Annex B]

Execution Copy

INDEMNITY AGREEMENT

This Indemnity Agreement (this “Agreement”) is made and executed this 30th day of September, 2009 by Chesapeake Midstream Development, L.P. (formerly known as Chesapeake Midstream Partners, L.P.) (hereafter “CMD”), Chesapeake Energy Corporation (hereafter “CEC”) and Chesapeake Midstream Partners, L.L.C. (hereafter, collectively with its subsidiaries, “CMP”).

RECITALS

WHEREAS, CMD and CEC maintain and manage bonding programs for the benefit of business activities of CMP;

WHEREAS, CMP requires the issuance and maintenance of certain bonds for the benefit of their business activities; and

WHEREAS, in order to induce CMD and CEC to continue to provide access to the CMD and CEC bond programs, CMP has determined and agreed to enter into this Agreement with CMD and CEC;

NOW, THEREFORE, in consideration of CMD’s and CEC’s continued agreement to allow access to the CMD and CEC bond programs after the date hereof, the parties hereto agree as follows:

1. Subject to the last sentence of this Section 1, CMP agrees, for themselves and their successors and assigns to, subject to the limitations set forth in this Agreement, indemnify and hold harmless CMD and CEC, their affiliates, officers, directors, employees, partners, members, equity holders and agents (collectively, the “Chesapeake Indemnitees”) from and against any and all out of pocket damage, loss, interest, penalty, judgment, settlement, cost and expense of whatsoever kind or nature (including counsel and attorneys’ fees and expenses) (collectively, “Losses”) which a Chesapeake Indemnitee may at any time sustain or incur by reason or in consequence of or related to:

a. any bond included in Exhibit A covered under the indemnity agreements in Exhibit B;

b. any new bonds issued for the benefit of CMP that fall under the indemnity agreements in Exhibit B and in respect of which CMP has either provided its written consent or specifically requested in accordance with Section 2.4(f) (iii) of the Services Agreement, dated as of even date hereof, by and among Chesapeake Midstream Management, L.L.C., Chesapeake Operating, Inc. and Chesapeake Midstream Partners, L.L.C. (the “Services Agreement”); and

c. any other bond for which CMD or CEC provides indemnity under any surety arrangement for which CMP is named as Principal and in respect of which CMP has either provided its written consent or specifically requested in accordance with Section 2.4(f)(iii) of the Services Agreement.

Notwithstanding anything in this Agreement to the contrary, in no event shall CMP be liable or obligated to indemnify any Chesapeake Indemnitee for (i) any consequential, punitive, special or indirect damages (other than any such damages recovered by any third party against a Chesapeake Indemnitee in respect of which such Chesapeake Indemnitee would otherwise be entitled to indemnification pursuant to the terms hereof), (ii) any Losses that do not arise both (A) under the bonds or indemnity agreements provided by CMD or CEC for the benefit of CMP and (B) from claims relating to the conduct of the business or operation of the properties or assets of CMP, (iii) any Losses arising from or in relation to any adverse effect on the bonds described in Section 1 or any obligation or matter covered thereby, to the extent arising out of or relating to the ownership, operation or conduct of the businesses, assets or properties of any of CMD, CEC or any of their respective affiliates (other than CMP and its businesses, assets or properties), (iv) any Losses for which the any Chesapeake Indemnitee would be obligated to provide indemnification pursuant to that certain Purchase Agreement, dated as of September 24, 2009 (the “Purchase Agreement”), by and among Chesapeake Midstream Holdings, L.L.C, Chesapeake Midstream Development, L.P., Chesapeake Energy Corporation, GIP-A Acquisition (CHK), LLC, GIP-B Acquisition (CHK), LLC and GIP-C Acquisition (CHK), LLC or (v) any amount in respect of which full payment has been made Section 2.4(f)(v) of the Services Agreement.

2. The indemnity obligations of CMP pursuant to Section 1 represent a continuing and ongoing obligation of CMP that shall not expire until all bond obligations described in Section 1 for which CMP is liable for indemnification hereunder are released.

3. CMD and CEC agree, for themselves and their respective successors and assigns to, subject to the limitations set forth in this Agreement, indemnify and hold harmless CMP, its affiliates, officers, directors, employees, partners, members, equity holders and agents (collectively, the “CMP Indemnitees”) from and against any and all Losses which a CMP Indemnitee may at any time sustain or incur by reason or in consequence of or related to any adverse effect on the bonds described in Section 1 or any obligation or matter covered thereby, to the extent arising out of or relating to the ownership, operation or conduct of the businesses, assets or properties of any of CMD, CEC or any of their respective affiliates (other than CMP and its businesses, assets or properties).

Notwithstanding anything in this Agreement to the contrary, in no event shall CMD or CEC be liable or obligated to indemnify any CMP Indemnitee for any consequential, punitive, special or indirect damages (other than any such damages recovered by any third party against a CMP Indemnitee in respect of which such CMP Indemnitee would otherwise be entitled to indemnification pursuant to the terms hereof).

4. Exhibit A provides a list of current bonds issued for the benefit of CMP for which CMP is obligated to provide indemnity hereunder.

5. Exhibit B provides copies of all current indemnity agreements for the surety bonds identified in Exhibit A.

6. In calculating amounts payable to an indemnified party hereunder, the amount of any indemnified Losses shall be computed net of any prior or subsequent actual recovery by the indemnified party from any person or entity with respect to such Losses.

7. If any provision of this Agreement or the application thereof to any person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

8. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.

9. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by each party hereto.

10. This Agreement, together with the other Integrated Agreements (as defined in the Services Agreement), constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof, whether oral or written. Without limiting the foregoing, each of the parties acknowledges and agrees that (i) this Agreement is being executed and delivered in connection with each of the other Integrated Agreements and the transactions contemplated hereby and thereby, (ii) the performance of this Agreement and the other integrated Agreements and expected benefits herefrom and therefrom are a material inducement to the willingness of the parties to enter into and perform this Agreement and the Integrated Agreements and the transactions described herein and therein, (iii) the parties would not have been willing to enter into this Agreement in the absence of the entrance into, performance of, and the economic interdependence of, the other Integrated Agreements, (iv) the execution and delivery of this Agreement and the other Integrated Agreements and the rights and obligations of the parties hereto and thereto are interrelated and part of an integrated transaction being effected pursuant to the terms of this Agreement and the other Integrated Agreements, (v) the transactions contemplated by this Agreement and the other Integrated Agreements are necessary elements of the same and integrated transaction, (vi) the transactions contemplated by this Agreement and by the other Integrated Agreements are economically interdependent and (vii) such party will cause any of its successors or permitted assigns to expressly acknowledge and agree to this Section 10.

11. The parties agree that the provisions of Article IX of the Purchase Agreement are hereby incorporated into this Agreement as if set forth fully herein.

12. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery if delivered by hand to the party to whom such communication was directed or (ii) upon the third business day after the date on which such communication was mailed if mailed by certified or registered mail with postage prepaid:

A) If to CMP,

Chesapeake Midstream Partners, L.L.C.

777 Northwest Grand Avenue

Oklahoma City, Oklahoma

Attn: Stacy L. Roberts

Fax: (405) 849-1472

With a copy to:

Global Infrastructure Management, LLC

12 East 49th Street

38th Floor

New York, New York 10017

Attn: Salim Samaha

Fax: (646) 282-1599

With a copy to:

Global Infrastructure Management UK Limited

Cardinal Place, 80 Victoria Street

London SW1E 5JL

United Kingdom

Attn: Joseph Blum

Fax: +44 207 798 0530

With a copy to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Attn: Edward Sonnenschein

Fax: (212) 751-4864

(B) If to CMD,

Chesapeake Midstream Management, L.L.C.

6100 North Western Avenue

Oklahoma City, Oklahoma

Attn: Stacy L. Roberts

Fax: (405) 849-1472

(C) If to CEC,

Chesapeake Energy Corporation

6100 North Western Avenue

Oklahoma City, Oklahoma

Attn: Stacy L. Roberts

Fax: (405) 849-1472

[Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

Chesapeake Midstream Development, L.P.
By:	/s/
Name:	Jennifer M. Grigsby
Title:	Senior Vice President, Treasurer and Corporate Secretary
Chesapeake Energy Corporation
By:	/s/
Name:	Jennifer M. Grigsby
Title:	Senior Vice President, Treasurer and Corporate Secretary
Chesapeake Midstream Partners, L.L.C.
By:	/s/
Name:	J. Mike Stice
Title:	Chief Executive Officer

Signature Page

Indemnity Agreement

EXHIBIT A

Surety Bond Schedule

Bond Number	State	Principal	Obligee	Type of Bond	Well Name/Project Name/Case	Limit of Liability		Effective Date / Term
Surety: Safeco Insurance Company of America
6524276	TX	TMGS	TX, City of Crowley	License/Permit	Blanket Bond	$	50,000.00	11/07/07	Continuous
6543737	TX	TMGS	James Campbell Company, LLC c/o Tarrant Co., TX 352nd District Court	Temporary Injunction	Pipeline Bond	$	1,000.00	04/22/08	Continuous
6543799	TX	TMGS	TX, City of Arlington	Performance Bond	Pipeline Restoration Bond – Mrs. T. Holland Survey	$	87,000.00	05/23/08	Annual
6543801	TX	TMGS	TX, City of Burleson	Performance Bond	Pipeline – Surface Restoration; Shaffstall Booster Station	$	50,000.00	05/23/08	Annual
6587826	TX	TMGS	TX, City of Keene	License/Permit	Copperhead Compressor Station	$	25,000.00	07/31/08	Annual
6587875	TX	TMGS	TX, City of Arlington	Performance Bond	Construction of Pipeline; Calendar Road/Harris Drive/Sharon Lee	$	44,700.00	10/31/08	Annual
6587876	TX	TMGS	TX, City of Arlington	Performance Bond	Construction of Pipeline; South Wind Drive Crossing	$	18,500.00	10/31/08	Annual
6587881	TX	TMGS	TX, City of Arlington	Performance Bond	Construction of Pipeline; E. Bardin Road Crossing	$	15,000.00	11/24/08	Annual
6587890	TX	TMGS	TX, City of Arlington	Performance Bond	Construction of Pipeline Arlington; Airport Lateral Project	$	150,000.00	01/15/09	Annual
6587917	NM	CMGS	NM State Land Office	Damage – Right of Way or Water Lease	Blanket	$	2,500.00	04/02/09	Continuous
6635255	TX	TMGS	James Dunnagan c/o Tarrant Co., TX Court at Law No. 2	Condemnation Bond	TMGS Vs. James Dunnagan; Cause No. 09-73032-2	$	22,985.00	07/01/09	Continuous
6635257	TX	TMGS	Bobby Swain c/o Tarrant Co., TX Court at Law No. 2	Condemnation Bond	TMGS Vs. Bobby Swain; Cause No. 09-72699-2	$	755.00	07/01/09	Continuous
6635259	TX	TMGS	Karmali Holdings Inc. c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS Vs. Karmali Holdings Inc.; Cause No. 09-69238-3	$	353,507.00	07/07/09	Continuous
6635260	TX	TMGS	Khosrow Sadeghian c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS Vs. Khosrow Sadeghian; Cause No. 09-72700-3	$	81,684.00	07/07/09	Continuous
6635263	TX	TMGS	Richard Scott c/o Tarrant Co., TX Court at Law No. 1	Condemnation Bond	TMGS Vs. Richard Scott; Cause No. 09-72701-1	$	1,143.00	07/15/09	Continuous
6635265	TX	TMGS	Susan Deann Rogers c/o Tarrant Co., TX Court at Law No. 2	Condemnation Bond	TMGS Vs. Susan Deann Rogers; Cause No. 09-73794-2	$	27,300.00	08/04/09	Continuous
6635266	TX	TMGS	c/o Tarrant Co., TX Court at Law No. 1	Condemnation Bond	TMGS Vs. B.N. Development Co.; Cause No. 09-73865-1	$	126,000.00	08/05/09	Continuous
6635267	TX	TMGS	Florah Jeanne Burkett Godfrey c/o Tarrant Co., TX Court at Law No. 2	Condemnation Bond	TMGS Vs. Florah Jeanne Burkett Godfrey; Cause No. E2009000026	$	180,950.00	08/11/09	Continuous
6635268	TX	TMGS	Charles Ricky Shelby c/o Tarrant Co., TX Court at Law No. 3	Condemnation Bond	TMGS Vs. Charles Ricky Shelby; Cause No. 09-74023-3	$	13,000.00	08/11/09	Continuous
6635281	TX	TMGS	RC Residential Properties, LLC a/k/a R.C. Residential Properties, L.L.C.	Condemnation Bond	TMGS Vs. RC Residential Properties, LLC a/k/a R.C. Residential Properties, L.L.C.; Cause No. 09-74883-2	$	1,000.00	09/23/2009	Continuous

Exhibit A-1

Bond Number	State	Principal	Obligee	Type of Bond	Well Name/Project Name/Case	Limit of Liability		Effective Date / Term
Surety: RLI Insurance Co.
RLB0010207	OK	Bluestem	OK Corporation Commission	Blanket Plugging Bond	Blanket Bond	$	25,000.00	02/26/07	Continuous
RLB0010608	TX	TMGS	TX Railroad Commission	Performance/Plugging Bond	Blanket Bond	$	25,000.00	08/02/07	Annual
RLB0011930	TX	TMGS	TX, City of Arlington	Performance Bond	Construction of Pipeline; Precinct Line-Riverside Route	$	500,000.00	07/23/08	Annual
RLB0012025	TX	TMGS	TX, City of Arlington	Performance Bond	Construction of Pipeline; Martha Walker Property	$	60,000.00	08/20/08	Annual
					Total Bond Liability;	$	1,862,024.00

KEY

Continuous	Bonds under Chesapeake Energy Corporation’s Indemnity Agreement, others are under Chesapeake Midstream Partners, L.P. Indemnity Agreement Bonds are continuous until released by the Obligee or by the Surety providing written notice of cancellation to the Obligee Bonds are extended each year by Continuation
Annual	Certificate
TMGS	Texas Midstream Gas Services, L.L.C.
Bluestrem	Bluestem Gas Services, L.L.C.

CONTACT DETAILS FOR BROKERS:

Meyers Reynolds & Associates

1230 N Robinson

Oklahoma City, OK 73103-4820

Attn: Mark Bush

918-388-6172

Exhibit A-1

Exhibit B to Indemnity Agreement

1) Chesapeake Energy Corporation Indemnity Agreement with RLI Insurance Company

2) Chesapeake Energy Corporation Agreement with Safeco Insurance Company

3) Chesapeake Midstream Partners, L.P. Indemnity Agreement with Safeco Insurance Company

RLI

RLI Insurance Company

Subsidiaries: Underwriters Indemnity Company

                                                 Planet Indemnity Company

8 Greenway Plaza, Suite 400 Houston TX 77046

Phone: 713-961-1300                Fax: 713-961-0285

APPLICATION FOR MISCELLANEOUS SURETY & INDEMNITY AGREEMENT

Producer:	Meyers-Reynolds & Associates, Inc.
	4200 E. Skelly Drive, Suite 415; Tulsa, OK 74135		(918) 493-1450
	(City, State, Zip)		(Telephone)
Principal:	Chesapeake Energy Corporation
Address:	P.O. Box 18496
	Oklahoma City, OK 73154-0496		(405) 848-8000
	(City, State, Zip)		(Telephone)
Principal’s ownership structure is:
	¨    Individual proprietorship x    corporation	¨    partnership ¨    joint venture
	¨    other (describe)
Length of time in business under this name: 12 years
Fully describe the bonds requested and the operation necessitating bonds: Oil and gas operations, exploration and production
Length of time principal has conducted this operation: 12 years
Has any Surety ever cancelled any bond(s) or declined renewal(s) for Principal? No If “Yes” explain on separate page.
Other sureties to whom this bond has been submitted: None
Has the principal, any partner, officer, or co-venturer ever:
	Failed in business? No Been convicted of a felony? No	been adjudged bankrupt? No filed for bankruptcy? No
	If the answer to any of the foregoing is “Yes,: attach full particulars.
Does the principal, any partner, officer or co-venturer have any contingent liabilities, lawsuits or judgments pending against him?
Yes
If “yes,” attaché full particulars. See disclosures in Annual Report.
Has the principal, any partner, officer or co-venturer ever defaulted on a license or permit bond? No If “yes,” attach full particulars
Name and Address of Principal’s Bank
Contact:	(Name)		(Telephone)
Credit References:
1.
	(Name)		(Relationship)
	(Address)
2.
	(Name)		(Relationship)
	(Address)		(Telephone)
3.
	(Name)		(Relationship)
	(Address)		(Telephone)

INDEMNITY AGREEMENT – READ CAREFULLY

x UNDERWRITERS INDEMNITY COMPANY        x PLANET INDEMNITY COMPANY        x INSURANCE COMPANY

THIS INDEMNITY AGREEMENT is executed by each of the undersigned for the purpose of indemnifying any one or a combination of Underwriters Indemnity Company, Planet Indemnity Company, and RLI Insurance Company, hereinafter referred to individually or collectively as “Surety,” in connection with any bond executed on behalf of the Principal named herein, hereinafter referred to as “Principal,” and to induce Surety to execute or procure the execution of such bond and any extension, modification or renewal thereof, addition thereto or substitution therefor. Principal, as defined herein, shall include any and all wholly or partially owned subsidiary companies, subsidiaries of subsidiaries, divisions or affiliates, partnerships, venturers or co-venturers in which the undersigned, its wholly or partially owned companies, divisions or affiliates have an interest or participation whether open or silent; jointly, severally or in any combination with each other, now in attendance or which may hereinafter be              or acquired. The liability and obligation of all signatories hereto shall be joint and several; and a default of any signatory in performance of any of its obligations to Surety under this or other Indemnity Agreements shall constitute a default hereunder.

IN CONSIDERATION of the execution of such bond, the undersigned hereby agree, for themselves, their personal representatives, successors and assigns, jointly and severally, as follows:

1. To pay the Surety an advance premium for the first year, or a fractional part thereof that is duly earned; and, each year thereafter, to pay to Surety an annual renewal premium in amount as determined applicable by Surety (not to exceed 15% of the penalty sum(s) of the bond(s), or any applicable minimum earned premium, continuing until the Surety shall be discharged or released from any and all liability and responsibility under said bond(s), and all              arising therefrom, and until competent written legal evidence of such discharge or             , satisfactory to the Surety, is served upon the Surety. In the event that Principal shall fail to pay when due any annual premium or portion thereof, or fail to pay within ten (10) days after demand therefor any other sums becoming due Surety hereunder; then, unless Principal shall, immediately upon demand therefor, (a) procure and deliver to Surety appropriate competent legal evidence satisfactory to Surety and its counsel, of discharge and release of Surety from any and all liability and responsibility under the bond(s) and all matters arising therefrom; and (b) pay to Surety all sums owed Surety as of the effective date of such absolute release of Surety from said obligations, Surety may require that there be paid, and the undersigned agree that they shall forthwith pay, to Surety, an amount equal to the full penalty amount of the bond(s), to be held as collateral security until (i) all sums due and to become due Surety have been paid, and, (ii) Surety shall be wholly discharged and released from all liability under said bond(s).

2. To indemnify and keep indemnified the Surety and hold and save it harmless from and against any and all liability, damage, loss, cost and expense of whatsoever kind or nature, including counsel and attorneys’ fees which the Surety may at any time sustain or incur by reason or in consequence of having executed or procured the execution of the bond or in enforcing this agreement against any of the undersigned or in procuring or in attempting to procure its release from liability or a settlement under any bond.

3. If the Surety shall set up a reserve for any reason to cover any actual or potential liability, claim, suit or judgment under said bond, the undersigned will, immediately upon demand, deposit with the Surety a sum of money, equal to such reserve and any increase thereof, to be held by the Surety as collateral security on said bond. Any such collateral shall be available, in the discretion of the Surety, as collateral security on any other or all bonds heretofore or hereafter              for or at the request of any of the undersigned. Investment of collateral shall be at the sole discretion of the Surety and income, if any, from such investment shall inure to the benefit of the Principal.

4. If the Surety shall procure any other company or companies to execute or join with it in executing, or to reinsure said bonds, this instrument shall inure to the benefit of such other company or companies, its or their successors and assigns, so as to give it or them a direct right of action against the Indemnitors to enforce the provisions of this instrument.

5. An itemized statement of payments made by the Surety for any of the purposes above specified, sworn to by an officer of the Surety, or the voucher or vouchers for such payments, shall be prima facie evidence of the liability of the undersigned to reimburse the Surety for such payment(s), with interest.

6. The Surety in its sole discretion and without notice to the undersigned, is hereby authorized but not required, (a) from time to time to make or consent to any changes in said bond or to issue any substitutions or any renewal hereof, and this instrument shall apply to such substituted or changed bond or renewal; (b) take such action as it may deem appropriate to prevent or minimize loss under said bond, including but not limited to steps to procure discharge from liability under said bond; and (c) to adjust, settle or compromise any claim or suit arising under said bond and, with respect to any such claim or suit, to take any action it may deem appropriate; and any adjustment, settlement or compromise made or action taken by the Surety shall be conclusive against and binding upon the undersigned.

7. Each of the undersigned agrees to pay the full amount of the foregoing regardless of (a) the failure of the Principal to sign any such bond or (b) any claim that other indemnity, security or collateral was to have been obtained or (c) the release, return or exchange by the Surety with or without the consent of the undersigned, of any indemnity, security or collateral that may have been obtained or (b) the fact that any party signing this instrument is not bound for any reason. The Surety is expressly subrogated in all rights of the Principal and each of the undersigned for any or all of them to collect, receive, recover and/or be reimbursed from (i) any co-owners or owners of undivided interest in any properties, wells and leasehold interest relative to which the bond(s) shall apply; or (ii) any party contractually bound to pay or reimburse any of the undersigned on account of ownership or operation of any properties, wells, and leasehold interest relative to which the bond(s) shall apply, or (iii) any other party otherwise obligated to, or for, the undersigned in any way, in connection with or arising out of damages to any properties, wells or leaseholds relative to which the bond(s) shall apply. Surety, as subrogee, upon default of payment of any sums becoming payable hereunder by any of the undersigned, may enforce all of the rights of the undersigned in and to any such above described claims and interests; and may pursue its remedies hereunder in its own name or in the name of the Principal; provided, however, that nothing herein shall require that Surety pursue any such remedy or claim against any third party. The undersigned agree, upon demand of Surety therefor, to execute and deliver any and all appropriate further documentation evidencing and authorizing Surety to pursue, recover, collect and hold for its account any such claims or rights.

8. Separate suits may be brought hereunder as causes of action accrue, and suit may be brought against any and all of the undersigned; and any suit or suits upon one or more causes of action, or against one or more of the undersigned, shall not prejudice or bar subsequent suits against any other or all of the undersigned on the same or any other causes of action, whether therefor or thereafter accruing.

9. The undersigned hereby expressly waive notice from the Surety of any claim or demand made against the Surety or the Principal under the bond of any information the Surety may receive concerning the Principal, any contract or bond. The Surety shall have the right to decline any or all bonds herein applied for and shall have the right to withdraw from or cancel the same at any time, all without incurring any liability to the undersigned.

10. Whenever used in this instrument the plural term shall include the singular and the singular shall include the plural, as the circumstances require. If any portion of this agreement be in conflict with any law controlling the construction hereof, such portion of this instrument shall be considered to be deleted and the remainder shall continue in full force and effect.

11. The undersigned hereby waive all rights to claim any of their property, including their respective homesteads, as exempt from levy, execution, sale or other legal process in any action hereunder.

12. This Agreement is a continuing obligation of each of the undersigned unless terminated by written notice to Surety as hereinafter provided, and such termination as to an undersigned shall in no way affect the obligation of any other undersigned who has not given such notice. In order to terminate liability as to future bonds of Principal, an undersigned must (a) nullify the Surety at 8 Greenway Plaza, Suite 400,

Houston, Texas 77048, of such termination, and (b) state in such notice the effective date (not less than thirty days after receipt thereof by Surety of termination of such undersigned’s liability for future bonds. After the effective date of such termination, the undersigned giving notice of termination shall nonetheless be liable hereunder for bonds executed or authorized prior to such date, and renewal, substitutions and extensions thereof; and any maintenance or guarantee bonds executed incidental to any other bond executed prior to such date, and renewals, substitutions and extensions thereof.

13. All obligation hereunder of each of the undersigned are performable in, and all              due Surety hereunder are payable in, Harris County, Texas.

14. To secure payment of any and all obligations of each of the undersigned hereunder, Principal hereby grants to Surety a security interest in or a lien on the following described property; and the undersigned grant to Surety a security interest in and to, and liens covering, any collateral now or hereafter delivered to Surety.

15. To secure payment of any and all obligations of each of the undersigned hereunder, Principal herewith tenders the following described property to be held in safekeeping by Surety as collateral;

Further, the undersigned will, upon demand of Surety at any time hereafter, deliver to Surety additional collateral in the form of cash or cash equivalent, or other form acceptable to it, to be held in safekeeping by Surety as collateral until Surety shall be discharged and released hereunder.

16. Nothing herein contained shall be construed in value or abridge any right or remedy which the Surety might have if this instrument were not executed.

This Agreement shall constitute both the security agreement to the Surety and also a financing statement. A photocopy of this Agreement is sufficient as a financing statement. Nothing herein shall require Surety to issue or provide Principal with any other or additional bond(s). This indemnification Agreement shall extend to and cover and indemnify the Surety against loss under not only the bond(s) executed pursuant hereto, or any extension, modifications or renewal thereof; but as well, to any presently outstanding bond(s) executed by the Surety on behalf of any Indemnitor hereunder and as to same the obligation of Indemnitors hereon shall be supplemented and in addition to (and not in lieu of, or in diminution of) the obligation of the indemnitors under any presently existing indemnity agreement securing such pre-existing bond(s).

INSTRUCTIONS FOR SIGNING
IF SOLE PROPRIETORSHIP:	Owner must sign as Principal, his spouse as Personal Indemnitor.
IF PARTNERSHIP:	All active partners must sign for Principal, the spouse of each as Personal Indemnitors.
IF CORPORATION:	President or Vice President must sign for Principal, attested to by Corporate Secretary. At least two officers must also sign as Personal Indemnitors, if required.

SIGNED AND DATED this 15th day of January AD 2002.
NAME OF PRINCIPAL: Chesapeake Energy Corporation.
ATTEST:	/s/	by:	/s/
		By:
			(signature)
		SIGNATURE FOR SURETY:
		By:
			(signature)

In consideration of the execution by Surety of any bonds, each of the undersigned, jointly and severally, agrees to be bound by all of the terms of the foregoing indemnity Agreement, executed by the Principal, as fully as though each of the undersigned were the sole Principal named herein, and admit to being financially interested in the performance of the obligation which any suretyships is given to secure.

CORPORATE INDEMNITOR #1 SIGN HERE CORPORATE INDEMNITOR #2 SIGN HERE

X	X
Corporate	Corporate
Name:	Name
Corporate	Corporate
Address	Address

CORPORATE ACKNOWLEDGMENT OF SIGNING OFFICER

STATE OF OKLAHOMA

COUNTY OF OKLAHOMA

On the 15th day of January, 2002, before me personally appeared Martha A. Burger to me known, and, being by me duly sworn, deposes and says that he resides in the City of Oklahoma City that he is the Treasurer of the Chesapeake Energy Corporation (the corporation described in and which executed the foregoing instrument that he knows the seal of the said corporation; that the seal affixed to the said instrument is such corporate seal; that is as affixed by the order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

My Commission Expires:	by	/s/ Patricia J. Mureno
June 23, 2005

STATE OF                     

COUNTY OF                     

On the                      day of                     ,                     , before me personally appeared                      to me known, and, being by me duly sworn, deposes and says that he resides in the City of                      that he is the                      of the                      (the corporation described in and which executed the foregoing instrument that he knows the seal of the said corporation; that the seal affixed to the said instrument is such corporate seal; that is as affixed by the order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

My Commission Expires:                                    by                     

_______

COUNTY OF                     

On the                      day of                     ,                     , before me personally appeared                      to me known, and, being by me duly sworn, deposes and says that he resides in the City of                      that he is the                      of the                      (the corporation described in and which executed the foregoing instrument that he knows the seal of the said corporation; that the seal affixed to the said instrument is such corporate seal; that is as affixed by the order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

My Commission Expires:                                    by                     

_______

GENERAL AGREEMENT OF INDEMNITY Safeco Insurance Companies PO Box 34626 Seattle, WA 98124-1525

THIS AGREEMENT is made by the Undersigned in favor of the Safeco Insurance Companies for the purpose of indemnifying them from all loss and expense in connection with any Bonds for which any Safeco Insurance Company now is or hereafter becomes Surety for any of the following as Principal: Chesapeake Energy Corporation, any company which is subsidiary to Chesapeake Energy Corporation (whether now owned or hereafter created or acquired); any other entity or individual for whom Chesapeake Energy Corporation requests a bond or bonds.

In consideration of the execution of any such Bonds for Principal and as an inducement to such execution by Surety, the Undersigned, jointly and severally, agree as follows:

DEFINITIONS: Where they appear in this agreement, the following terms shall be considered as defined in this section:

Principal: Any one, combination of, or all of the persons, firms or corporations set forth above or their successors in Interests, whether alone or in joint venture with others not named herein.

Bond: Any and all bonds, undertakings or instruments of guarantee and any renewals or extensions thereof executed by Surety on behalf of Principal.

Surety: Any one or combination of the following: Safeco Insurance Company of America; General Insurance Company of America; First National insurance Company of America; Safeco National Insurance Company; any person or company joining with any of the aforesaid companies in executing any Bond, executing any Bond at their request or providing reinsurance to them with respect to any Bond and any subsidiaries, successors, and assigns thereof.

INDEMNITY TO SURETY: Undersigned agree to pay to Surety upon demand:

1. All loss and expense including reasonable attorney fees, incurred by Surety by reason of having executed any Bond or incurred by it on account of any breach of this agreement by any of the Undersigned, or by reason of the refusal to execute any Bond;

2. An amount sufficient to discharge any claim made against Surety on any Bond. This sum may be used by Surety to pay such claim or be held by Surety as collateral security against loss of any Bond;

3. Any premium due for any Bond, computed according to the rates currently charged by Surety, including renewal premiums until proof satisfactory to Surety is furnished of its discharge from liability under any Bond.

With respect to claims against Surety:

1. Surely shall have the exclusive right for itself and the Undersigned to determine in its sole and absolute discretion whether any claim or suit upon any Bond shall, on the basis of liability, expediency or otherwise, be paid compromised, defended or appealed.

2. Surety may incur such expenses, including reasonable attorneys’ fees, as deemed necessary or advisable in the investigation, defense and payment of such claims and completion of any obligation with respect to which Surety has issued any Bond.

3. Surety’s determination in its sole and absolute discretion of the foregoing shall be final and conclusive upon the Undersigned.

4. An itemized statement of loss and expense incurred by Surety, including a copy of the claim, suit or demand, sworn to by an officer of Surety, shall be prima facie evidence of the fact and extent of the liability of Undersigned to Surety in any claim or suit by Surety against Undersigned.

5. Separate suits may be brought under this agreement as causes of action accrue, and the pendency of termination of any such suit shall not bar any subsequent action by Surety.

6. Undersigned authorize Surety to join any and all of the Undersigned as parties defendant in any action, regardless of venue, against Surety on account of any Bond, and to enforce the obligations hereunder directly against any of the Undersigned without the necessity of first proceeding against the Principal.

GENERAL PROVISIONS:

1. Assent by Surety to changes in any Bond or refusal to asset shall not release or affect the obligations of Undersigned to Surety.

2. Surety shall have the right to decline to execute any Bond.

3. Surety shall have every right, defense or remedy which a personal surety without compensation would have, including the right of exoneration, and the right of subrogation. The security interest, trust, and other rights granted herein will not be deemed a waiver of Surety’s equitable subrogation rights or other rights, said security in rights being in addition to the rights of exoneration, subrogation, and other rights to which Surety is entitled to under law or in equity.

4. Until Surety shall have been furnished with competent evidence of the discharge, without loss from any Bonds, Surety shall have the right to free access at reasonable times to the books, records and accounts of each of the Undersigned for the purpose of examining them. Surety may furnish in confidence copies of any information, which it now has or may hereafter obtain concerning each of the Undersigned, to other persons or companies for the purpose of procuring co-suretyship or reinsurance or of advising interested persons or companies procuring co-suretyship or reinsurance.

5. The Undersigned will, on request of Surety, procure the discharge of Surety from any Bond and all liability by reason thereof. If such discharge is unattainable, the Undersigned will, if requested by Surety, either deposit collateral with Surety, acceptable to Surety, sufficient to cover all exposure under such Bond or Bonds, or make provisions acceptable to Surety for the funding of the bonded obligation(s), whether Surety will have made any payment or established any reserve therefor. The Undersigned acknowledges that their failure to pay, immediately on demand, that sum demanded by Surety will cause irreparable harm for which Surety has no adequate remedy at law. The Undersigned confirm and acknowledge that Surety is entitled to injunctive relief for specific enforcement of the foregoing provision.

6. Undersigned warrant that each of them is specifically and beneficially interested in the obtaining of each Bond.

7. In case the execution hereof by any of the Undersigned may be defective or invalid for any reason, such defect or invalidity shall not in any manner affect the validity of this obligation or the liability hereunder of any other of the Undersigned. Invalidity of any provision of this agreement by reason of the laws of any state or for any other reason shall not render the other provisions hereof invalid.

8. Execution by Principal of any of the Undersigned of any application for any Bond, or of any other agreement of Indemnity in behalf of Principal, or the taking of Indemnity of any other person by Surety with respect to any Bond of Principal, shall in no way be deemed to waive, diminish or abrogate any rights of Surety under this agreement.

9. All parties agree that any microfilmed, scanned or electronically digitized copy of this document made by Surety as part of its record storage and retention program shall be as effective as the original for all purposes.

10. The Undersigned has relied upon its own due diligence in making its own independent appraisal of Principal (note: when there are Indemnitors other than Principal) and its business and financial condition, will continue to be responsible for making it own independent appraisal of such matters, and has not relied upon and will not hereafter rely upon Surety for information. Surety has no duty to inform any of the undersigned indemnitors of the financial condition or other affairs related to Principal.

11. The Undersigned shall remain responsible to Surety under this agreement regardless of any change in the relationship of the Undersigned with Principal.

TERMINATION: This agreement is a continuing obligation of the Undersigned unless terminated as provided in this paragraph. An Undersigned desiring to terminate liability as to future Bonds of Principal must:

1. Give written notice to Surety at its home office, P.O. Box 34528, Seattle, WA 98124-1526, by certified or registered mail of such termination;

2. State in such notice the effective date (not less than thirty days after the receipt of notice by Surety) of termination of such Undersigned’s liability for future Bonds.

After effective date of termination, the Undersigned giving notice shall be or remain liable hereunder for Bonds executed, authorized, renewed, or extended prior to such date.

Such termination of liability as to an Undersigned shall in no way affect the obligation of any other Undersigned who has not given notice as herein provided.

		EXECUTED this 30th day of August, 2007
		Chesapeake Energy Corporation
	[Seal of Notary Public]
Attest:	/s/	By:	/s/
Anita L. Brodrick, Assistant Secretary			Jennifer M. Grigsby, Senior Vice President, Treasurer

CORPORATE ACKNOWLEDGEMENT

STATE OF OKLAHOMA	)
	) SS
COUNTY OF OKLAHOMA	)

On this 30^th day of August, 2007, before me personally appeared Jennifer Grigsby, to me known to be the Senior Vice President, Treasurer of the corporation executing the above instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned and on oath stated that the seal affixed is the seal of said corporation and that it was affixed and the she executed said instrument by order of the Board of Directors of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my OFFICIAL SEAL, the day and year first above written.

My Commission expires 4/29/08	/s/
	Notary Public, resident at Oklahoma City, OK

[Seal]

Anita Brodrick

Oklahoma County

Notary Public in and for State of Oklahoma

Commission # 00006212 expires 4/29/08

INDIVIDUAL ACKNOWLEDGEMENT (To be used by Persons who sign as an Individual)

STATE OF	)
	) SS
COUNTY OF	)

On this          day of                     ,         , before me personally appeared                                                                          , to me known and known to me to be the individual(s) described in and who executed the foregoing agreement and acknowledged the              executed the same for the purposes, considerations and uses therein set forth as              free and voluntary act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my OFFICIAL SEAL, the day and year first above written.

My Commission expires	/s/
	Notary Public, resident at

[Seal]

CORPORATE ACKNOWLEDGEMENT

STATE OF OKLAHOMA	)
	) SS
COUNTY OF OKLAHOMA	)

On this 30^th day of August, 2007, before me personally appeared Jennifer Grigsby, to me known to be the Assistant Secretary of the corporation executing the above instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned and on oath stated that the seal affixed is the seal of said corporation and that it was affixed and the she executed said instrument by order of the Board of Directors of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my OFFICIAL SEAL, the day and year first above written.

My Commission expires 8/12/2009	Cynthia Hlrkus
	Notary Public, resident at Tulsa, Oklahoma

[Notary Seal]

Commission # 01012979

CHESAPEAKE ENERGY CORPORATION

SECRETARY’S CERTIFICATE

I, Anita L. Brodrick, Assistant Secretary of Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), do hereby certify that pursuant to the bylaws of the Company, the said bylaws being in full force and effect as of this date, Jennifer M. Grigsby is the duly elected Senior Vice President, Treasure and Secretary of Chesapeake Energy Corporation and its subsidiaries, and has full authority to act on behalf of the Company.

Dated this 2^nd day of August 2007.

/s/

Anita L. Brodrick, Assistant Secretary

[Seal]

CHESAPEAKE ENERGY CORPORATION

SECRETARY’S CERTIFICATE

I, Jennifer M. Grigsby, Senior Vice President, Treasure and Secretary of Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), do hereby certify that pursuant to the bylaws of the Company, the said bylaws being in full force and effect as of this date, Anita L. Brodrick is the duly elected Assistant Secretary of Chesapeake Energy Corporation and its subsidiaries, and has full authority to attest documents on behalf of the Company.

Dated this 2^nd day of August 2007.

/s/

Jennifer M. Grigsby, Senior Vice President,

Treasurer and Secretary

[Seal]

GENERAL AGREEMENT OF INDEMNITY Safeco Insurance Companies PO Box 34626 Seattle, WA 98124-1525

THIS AGREEMENT is made by the Undersigned in favor of the Safeco Insurance Companies for the purpose of indemnifying them from all loss and expense in connection with any Bonds for which any Safeco Insurance Company now is or hereafter becomes Surety for any of the following as Principal: Chesapeake Midstream Partners, L.P, any company which is subsidiary to Chesapeake Midstream Partners, L.P. (whether now owned or hereafter created or acquired); any other entity or individual for whom Chesapeake Midstream Partners, L.P. requests a bond or bonds.

In consideration of the execution of any such Bonds for Principal and as an inducement to such execution by Surety, the Undersigned, jointly and severally, agree as follows:

DEFINITIONS: Where they appear in this agreement, the following terms shall be considered as defined in this section:

Principal: Any one, combination of, or all of the persons, firms or corporations set forth above or their successors in Interests, whether alone or in joint venture with others not named herein.

Bond: Any and all bonds, undertakings or instruments of guarantee and any renewals or extensions thereof executed by Surety on behalf of Principal.

Surety: Any one or combination of the following: Safeco Insurance Company of America; General Insurance Company of America; First National insurance Company of America; Safeco National Insurance Company; any person or company joining with any of the aforesaid companies in executing any Bond, executing any Bond at their request or providing reinsurance to them with respect to any Bond and any subsidiaries, successors, and assigns thereof.

INDEMNITY TO SURETY: Undersigned agree to pay to Surety upon demand:

1. All loss and expense including reasonable attorney fees, incurred by Surety by reason of having executed any Bond or incurred by it on account of any breach of this agreement by any of the Undersigned, or by reason of the refusal to execute any Bond;

2. An amount sufficient to discharge any claim made against Surety on any Bond. This sum may be used by Surety to pay such claim or be held by Surety as collateral security against loss of any Bond;

3. Any premium due for any Bond, computed according to the rates currently charged by Surety, including renewal premiums until proof satisfactory to Surety is furnished of its discharge from liability under any Bond.

With respect to claims against Surety:

1. Surely shall have the exclusive right for itself and the Undersigned to determine in its sole and absolute discretion whether any claim or suit upon any Bond shall, on the basis of liability, expediency or otherwise, be paid compromised, defended or appealed.

2. Surety may incur such expenses, including reasonable attorneys’ fees, as deemed necessary or advisable in the investigation, defense and payment of such claims and completion of any obligation with respect to which Surety has issued any Bond.

3. Surety’s determination in its sole and absolute discretion of the foregoing shall be final and conclusive upon the Undersigned.

4. An itemized statement of loss and expense incurred by Surety, including a copy of the claim, suit or demand, sworn to by an officer of Surety, shall be prima facie evidence of the fact and extent of the liability of Undersigned to Surety in any claim or suit by Surety against Undersigned.

5. Separate suits may be brought under this agreement as causes of action accrue, and the pendency of termination of any such suit shall not bar any subsequent action by Surety.

6. Undersigned authorize Surety to join any and all of the Undersigned as parties defendant in any action, regardless of venue, against Surety on account of any Bond, and to enforce the obligations hereunder directly against any of the Undersigned without the necessity of first proceeding against the Principal.

GENERAL PROVISIONS:

1. Assent by Surety to changes in any Bond or refusal to asset shall not release or affect the obligations of Undersigned to Surety.

2. Surety shall have the right to decline to execute any Bond.

3. Surety shall have every right, defense or remedy which a personal surety without compensation would have, including the right of exoneration, and the right of subrogation. The security interest, trust, and other rights granted herein will not be deemed a waiver of Surety’s equitable subrogation rights or other rights, said security in rights being in addition to the rights of exoneration, subrogation, and other rights to which Surety is entitled to under law or in equity.

4. Until Surety shall have been furnished with competent evidence of the discharge, without loss from any Bonds, Surety shall have the right to free access at reasonable times to the books, records and accounts of each of the Undersigned for the purpose of examining them. Surety may furnish in confidence copies of any information, which it now has or may hereafter obtain concerning each of the Undersigned, to other persons or companies for the purpose of procuring co-suretyship or reinsurance or of advising interested persons or companies procuring co-suretyship or reinsurance.

5. The Undersigned will, on request of Surety, procure the discharge of Surety from any Bond and all liability by reason thereof. If such discharge is unattainable, the Undersigned will, if requested by Surety, either deposit collateral with Surety, acceptable to Surety, sufficient to cover all exposure under such Bond or Bonds, or make provisions acceptable to Surety for the funding of the bonded obligation(s), whether Surety will have made any payment or established any reserve therefor. The Undersigned acknowledges that their failure to pay, immediately on demand, that sum demanded by Surety will cause irreparable harm for which Surety has no adequate remedy at law. The Undersigned confirm and acknowledge that Surety is entitled to injunctive relief for specific enforcement of the foregoing provision.

6. Undersigned warrant that each of them is specifically and beneficially interested in the obtaining of each Bond.

7. In case the execution hereof by any of the Undersigned may be defective or invalid for any reason, such defect or invalidity shall not in any manner affect the validity of this obligation or the liability hereunder of any other of the Undersigned. Invalidity of any provision of this agreement by reason of the laws of any state or for any other reason shall not render the other provisions hereof invalid.

8. Execution by Principal of any of the Undersigned of any application for any Bond, or of any other agreement of Indemnity in behalf of Principal, or the taking of Indemnity of any other person by Surety with respect to any Bond of Principal, shall in no way be deemed to waive, diminish or abrogate any rights of Surety under this agreement.

9. All parties agree that any microfilmed, scanned or electronically digitized copy of this document made by Surety as part of its record storage and retention program shall be as effective as the original for all purposes.

10. The Undersigned has relied upon its own due diligence in making its own independent appraisal of Principal (note: when there are Indemnitors other than Principal) and its business and financial condition, will continue to be responsible for making it own independent appraisal of such matters, and has not relied upon and will not hereafter rely upon Surety for information. Surety has no duty to inform any of the undersigned Indemnitors of the financial condition or other affairs related to Principal.

11. The Undersigned shall remain responsible to Surety under this agreement regardless of any change in the relationship of the Undersigned with Principal.

TERMINATION: This agreement is a continuing obligation of the Undersigned unless terminated as provided in this paragraph. An Undersigned desiring to terminate liability as to future Bonds of Principal must:

1. Give written notice to Surety at its home office, P.O. Box 34528, Seattle, WA 98124-1526, by certified or registered mail of such termination;

2. State in such notice the effective date (not less than thirty days after the receipt of notice by Surety) of termination of such Undersigned’s liability for future Bonds.

After effective date of termination, the Undersigned giving notice shall be or remain liable hereunder for Bonds executed, authorized, renewed, or extended prior to such date.

Such termination of liability as to an Undersigned shall in no way affect the obligation of any other Undersigned who has not given notice as herein provided.

EXECUTED this 21st day of January, 2009
Chesapeake Midstream Partners, L.P.
Chesapeake Midstream Management, L.L.C., General Partner
By:	/s/
Chesapeake Energy Marketing, Inc., Sole Member
Jennifer M. Grigsby, Senior Vice President, Treasurer

LIMITED PARTNERSHIP ACKNOWLEDGEMENT

STATE OF OKLAHOMA	)
	) SS
COUNTY OF OKLAHOMA	)

On this 21^st day of January, 2009, before me personally appeared Jennifer Grigsby, to be known to be the (a) Senior Vice President of Chesapeake Energy Marketing, Inc., Sole Member of the Limited Partnership executing the foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of said Limited Partnership, for the uses and purposes therein mentioned and on an oath stated Jennifer Grigsby signed said instrument by authority of the Limited Partnership’s operating agreement.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my OFFICIAL SEAL, the day and year first above written.

/s/

Notary Public

residing at Oklahoma City, OK

(Commission expires 11/25/10)

EX-10.3

Exhibit 10.3

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.

TABLE OF CONTENTS

	ARTICLE I
	DEFINITIONS
Section 1.1	Definitions.	2
	ARTICLE II
	TRANSFER OF EMPLOYEES TO THE GENERAL PARTNER
Section 2.1	Selection of Employees and Offer of Employment.	6
	ARTICLE III
	COMPENSATION
Section 3.1	Compensation Generally.	6
	ARTICLE IV
	EMPLOYEE BENEFITS
Section 4.1	Employee Benefits Generally.	7
Section 4.2	Equity Incentive Compensation.	8
Section 4.3	Savings Plans.	9
Section 4.4	Welfare Benefits	10
	ARTICLE V
	TERMINATION
Section 5.1	Termination	12
Section 5.2	Effect of Termination	12
	ARTICLE VI
	MISCELLANEOUS
Section 6.1	Accuracy of Recitals	12
Section 6.2	Choice of Law	12
Section 6.3	Notices	12
Section 6.4	Further Assurances	14
Section 6.5	Entire Agreement	14
Section 6.6	No Recourse	14
Section 6.7	Effect of Waiver or Consent	15
Section 6.8	Amendment or Modification; Release of COI	15
Section 6.9	Counterparts	15
Section 6.10	Severability	15
Section 6.11	Force Majeure	15
Section 6.12	Interpretation	16
Section 6.13	Titles and Headings	16
Section 6.14	Binding Effect	16
Section 6.15	Time of the Essence	16
Section 6.16	Delay or Partial Exercise Not Waiver	16

i

Section 6.17	Withholding or Granting of Consent	17
Section 6.18	Laws and Regulations	17
Section 6.19	Third Party Beneficiaries	17
Section 6.20	No Recourse Against Officers or Directors	17
Section 6.21	Signatories Duly Authorized	17
Section 6.22	Role of the Company From and After the Effective Time	17

ii

AMENDED AND RESTATED

EMPLOYEE TRANSFER AGREEMENT

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.”

RECITALS:

WHEREAS, the Parties (other than the General Partner) and COI previously entered into an Employee Transfer Agreement effective as of September 30, 2009, as amended on January 1, 2010 (the “Original Agreement”), pursuant to which Chesapeake Management agreed to transfer to the Company certain employees necessary to operate, manage and maintain the Company’s assets, including gathering pipelines, compressors, treating facilities, transportation pipelines or related equipment or assets;

WHEREAS, the Parties desire to amend and restate the Original Agreement, include the General Partner as a Party to this Agreement, and release COI and the Company from any future obligations under the Original Agreement, on the terms and conditions set forth herein;

WHEREAS, effective immediately prior to the closing of the initial public offering of the common units of Chesapeake Midstream Partners, L.P. (the “MLP” and such time, the “Effective Time”), the Company will become a wholly-owned subsidiary of the MLP and the MLP’s business and operations will thereafter be conducted and managed by the General Partner;

WHEREAS, the Parties desire that the Company’s rights and obligations under this Agreement be transferred to and assumed by the General Partner from and after the Effective Time;

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Chesapeake Management, Chesapeake, the General Partner, for the limited purpose described in Section 6.22, the Company and, for the limited purpose described in Section 6.8, COI hereby agree as follows, effective as of the Effective Time:

1

ARTICLE I

DEFINITIONS

Section 1.1 Definitions.

As used in this Agreement, the following terms have the respective meanings set forth below:

“Affected Party” has the meaning set forth in Section 6.11.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by Contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Benefit Plans” means each employee benefit plan, as defined in Section 3(3) of ERISA, and any other material plan, policy, program, practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any Seconded Employee (or to any dependent or beneficiary thereof), including, without limitation, any stock bonus, stock ownership, stock option, stock purchase, stock appreciation rights, phantom stock, restricted stock or other equity-based compensation plans, policies, programs, practices or arrangements, and any bonus or incentive compensation plan, deferred compensation, profit sharing, holiday, cafeteria, medical, disability or other employee benefit plan, program, policy, agreement or arrangement sponsored, maintained, or contributed to by Chesapeake or any of its ERISA Affiliates, or under which Chesapeake or any ERISA Affiliate may have any obligation or liability, whether actual or contingent, in respect of or for the benefit of any Seconded Employee (but excluding workers compensation benefits (whether through insured or self-insured arrangements) and directors and officers liability insurance).

“Business” means the business of MLP as described in the Registration Statement on Form S-1 (File No. 333-164905).

“Chesapeake” has the meaning set forth in the preamble.

“Chesapeake Equity Incentive Plans” means the Chesapeake Energy Corporation Amended and Restated Long Term Incentive Plan, the Chesapeake Energy Corporation 2003 Stock Incentive Plan and/or such other equity incentive compensation plan(s) as have been or may be adopted by Chesapeake.

“Chesapeake Management” has the meaning set forth in the preamble.

“Chesapeake Savings Plan” means the Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan.

2

“COBRA Coverage” means continuation of health coverage required pursuant to Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA.

“Code” means the Internal Revenue Code of 1986, as amended.

“COI” has the meaning set forth in the recitals.

“Company” has the meaning set forth in the preamble.

“CMV” means Chesapeake Midstream Ventures, L.L.C., a Delaware limited liability company.

“Dispute Mechanism” has the meaning set forth in Section 4.2(b).

“Effective Time” has the meaning set forth in the recitals.

“Employee” means an employee of Chesapeake Management who is, on the relevant day, either (i) actively at work or (ii) not actively at work but not classified as a terminated employee (including without limitation, on vacation, holiday, sick leave or other approved leave of absence with the right of reinstatement). Notwithstanding the foregoing, the term “Employee” shall not include any individual who is on an inactive employee status leave or on long-term disability leave, unless such individual’s absence is designated as covered by FMLA or USERRA.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any entity that would be treated as a single employer with Chesapeake under Sections 414(b), (c) or (m) of the Code or Section 4001(b)(1) of ERISA.

“FMLA” means the Family Medical Leave Act of 1993, as amended.

“Force Majeure” has the meaning set forth in Section 6.11.

“General Partner” has the meaning set forth in the preamble.

“General Partner Plans” has the meaning set forth in Section 4.1(b).

“General Partner Savings Plan” has the meaning set forth in Section 4.3(a).

“Geographic Relocation” means that the location of an alternative employment position offered to a Seconded Employee by the General Partner would require, if the alternative position were accepted, an increase in travel of fifty (50) miles or more each way from the Seconded Employee’s then current place of residence to the location of the new job compared to the distance the Seconded Employee travels from his or her then current residence to the location of his or her then current job with Chesapeake Management.

“Governmental Authority” means any executive, legislative, judicial, regulatory or administrative agency, body, commission, department, board, court, tribunal, arbitrating body or authority of the United States or any foreign country, or any state, local or other governmental subdivision thereof.

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“IRS” has the meaning set forth in Section 4.3(a).

“Laws” means all laws, common laws, Orders, statutes, codes, regulations, ordinances, rules, policies or other requirements with similar effect of any Governmental Authority or any binding provisions or interpretations of the foregoing.

“Liability” means, collectively, any Indebtedness, commitment, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation, contingency, responsibility or other liability, in each case, whether fixed or unfixed, asserted or unasserted, due or to become due, accrued or unaccrued, or absolute, contingent or otherwise.

“MLP” has the meaning set forth in the recitals.

“MLP Group” shall mean the MLP and its Subsidiaries.

“Multiemployer Plan” means a multiemployer plan, as such term is defined in sections 3(37) of ERISA.

“New Group Health Plan” has the meaning set forth in Section 4.4(b).

“New Welfare Plans” has the meaning set forth in Section 4.4(b).

“Offer Date” has the meaning set forth in Section 2.1(a).

“Old Group Health Plans” has the meaning set forth in Section 4.4(b).

“Old Welfare Plans” has the meaning set forth in Section 4.4(b).

“Orders” means any judgments, orders, writs, injunctions, decisions, rulings, decrees or awards of any Governmental Authority.

“Original Agreement” has the meaning set forth in the recitals.

“Party” and “Parties” have the meanings set forth in the preamble.

“Person” means any individual, partnership, joint venture, corporation, limited liability company, limited partnership, trust, unincorporated organization or Governmental Authority or any department or agency thereof.

“Post Transfer Vesting” has the meaning set forth in Section 4.2(b).

“Removed Employee” means a Seconded Employee whose secondment has been terminated pursuant to the Secondment Agreement.

“Savings Plan Transfer Date” has the meaning set forth in Section 4.3(a).

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“Seconded Employee” means each employee who is seconded to the General Partner pursuant to the Secondment Agreement.

“Secondment Agreement” means the Amended and Restated Employee Secondment Agreement among the Parties attached hereto as Exhibit 1.

“Services Agreement” means the Amended and Restated Services Agreement, effective as of the Effective Time of the initial public offering of the common units of the MLP, 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.

“Subsidiary” of any Person (the “Subject Person”) means any Person, whether incorporated or unincorporated, of which (i) at least 50% of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions, (ii) a general partner interest or (iii) a managing member interest, is directly or indirectly owned or controlled by the Subject Person or by one or more of its respective Subsidiaries.

“Transaction Documents” means (i) the documents set forth in the definition of “Transaction Documents” in the First Amended and Restated Agreement of Limited Partnership of the MLP, dated as of the date hereof, as such agreement is in effect on such date, (ii) the Amended and Restated Limited Liability Company Agreement of CMV, dated as of August 3, 2010, by and among Chesapeake Midstream Holdings, L.L.C., (“Midstream Holdings”) the GIP Parties and CMV (iii) the Purchase Agreement, dated as of September 24, by and among Midstream Holdings, Chesapeake Midstream Development, L.P. (“CMD”), Chesapeake, GIP-A Holding (CHK), L.P. (successor to GIP-A Acquisition (CHK), LLC), GIP-B Holding (CHK), L.P. (successor to GIP-B Acquisition (CHK), LLC), and GIP-C Holding (CHK), L.P. (successor to GIP-C Acquisition (CHK), LLC) (collectively, the “GIP Parties”), as amended by the Agreement and Amendment to the Purchase Agreement, dated as of August 3, 2010, by and among Midstream Holdings, CMD, Chesapeake, CMV and the GIP Parties, and (iv) the Voting Agreement, dated as of August 3, 2010, by and among the GIP Parties, Midstream Holdings and Chesapeake, in each case as may be amended, supplemented or restated from time to time.

“Transfer Date” means the date on which a Seconded Employee’s employment with Chesapeake Management ends and the Seconded Employee becomes solely an employee of the General Partner. No provision of this Agreement shall be construed as precluding or prohibiting different Transfer Dates with respect to Seconded Employees’ commencement of employment with the General Partner.

“Transferred Employee” means each Seconded Employee who accepts the General Partner’s offer of employment.

“USERRA” means the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended.

“Welfare Benefit Plans” means “welfare plans” as defined in Section 3(1) of ERISA.

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ARTICLE II

TRANSFER OF EMPLOYEES TO THE GENERAL PARTNER

Section 2.1 Selection of Employees and Offer of Employment.

(a) No later than thirty (30) days prior to the Transfer Date, or such later date as shall be mutually agreed by Chesapeake Management and the General Partner (the “Offer Date”), the General Partner may provide an offer of employment to those Seconded Employees (other than Removed Employees) whom it desires to hire, such offer to become effective on the applicable Transfer Date. Each such offer shall include base salary or hourly base wages, as applicable, that shall not be less than that paid to the offered Seconded Employee immediately prior to the Transfer Date and other compensation and benefits that, in the aggregate, are substantially comparable to those provided to such Seconded Employee or in which he was eligible to participate immediately prior to the Transfer Date. Chesapeake Management shall, immediately prior to the Transfer Date, terminate the employment of all Transferred Employees and shall cooperate with and use their commercially reasonable efforts to assist the General Partner in its efforts to secure satisfactory employment arrangements with such Seconded Employees to whom the General Partner makes an offer. Effective as of the Transfer Date, Chesapeake Management shall take such actions as are necessary to cause the active participation of each Transferred Employee under the Benefit Plans to cease.

(b) Subject to Section 2.1, the General Partner will not, and will use reasonable efforts to cause its officers, directors, employees, agents and representatives not to, discuss potential employment with or hire any employee of Chesapeake Management or any Affiliate of Chesapeake Management (other than CMV, the General Partner, the MLP and their Subsidiaries), other than a Seconded Employee, without the prior consent of Chesapeake Management or its Affiliate that employs such employee. Chesapeake Management will not, and will use reasonable efforts to cause its officers, directors, employees, agents and representatives not to, at any time, discuss continued employment following the proposed Transfer Date with any Seconded Employee provided an offer in accordance with Section 2.1(a) or hire any Transferred Employees without the prior written consent of the General Partner. Notwithstanding the foregoing, neither Chesapeake Management nor any of its Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) will hire a Seconded Employee who does not become a Transferred Employee because the Seconded Employee failed to accept a satisfactory offer under Section 2.1 (other than one requiring a Geographic Relocation) until more than nine (9) months after such rejection occurs.

ARTICLE III

COMPENSATION

Section 3.1 Compensation Generally.

(a) Subject to the provisions of Sections 2.1(a), 3.1(b) and 3.1(c) and Article IV of this Agreement, for a period of not less than twelve (12) months after the Transfer Date, the General Partner shall maintain base salary or hourly base wages, as applicable, for each of the Transferred Employees that shall not be less than that paid to such Transferred Employee immediately prior to the Transfer Date and other compensation and benefits for such Transferred

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Employee that, in the aggregate, are substantially comparable to those in effect immediately prior to the Transfer Date. However, nothing in this Agreement shall confer upon any Transferred Employee any right to continued employment with the General Partner, the MLP or its Subsidiaries, nor shall anything herein interfere with the right of the General Partner to relocate or terminate the employment of any of the Transferred Employees at any time after the Transfer Date or to withdraw an offer provided in accordance with Section 2.1(a) prior to the applicable Transfer Date.

(b) Subject to the General Partner’s reimbursement obligations under the Secondment Agreement and Section 4.2(b), Chesapeake Management shall retain all obligations and liability for wages, salary, overtime pay, bonuses, incentive pay, other cash compensation and employee benefits of the Seconded Employees attributable to periods before the Transfer Date. Effective as of the Transfer Date, the General Partner shall assume and be solely responsible for (a) all accrued but unused vacation (including carry-over vacation) and sick leave entitlements, if applicable, of Transferred Employees attributable to periods before the Transfer Date and (b) all wages, salary, overtime pay, bonuses, incentive pay, vacation pay, sick pay, other cash compensation and employee benefits of Transferred Employees attributable to the period beginning on the Transfer Date.

(c) The General Partner shall, for a period of not less than twelve (12) months following the Transfer Date, maintain a severance policy or program covering Transferred Employees who are involuntarily terminated by the General Partner without cause as part of a reduction in force. The terms, conditions and benefit levels of such policy or program shall be determined by the General Partner in its sole discretion; provided, however, that to the extent that service is a factor in determining eligibility for and calculating the amount of benefits under such policy or program, the service taken into account by the General Partner shall include service to the General Partner and service to Chesapeake Management and its Affiliates and predecessor entities to the extent recognized under the Benefit Plans.

ARTICLE IV

EMPLOYEE BENEFITS

Section 4.1 Employee Benefits Generally.

(a) Neither the employment transfers of Transferred Employees nor any of the other actions contemplated by this Agreement shall cause CMV, the General Partner, the MLP or any of their Subsidiaries to become a participating employer in any Benefit Plan. Subject to the General Partner’s reimbursement obligations under the Secondment Agreement, Chesapeake Management and its Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) shall remain solely responsible for all obligations and Liabilities arising under the express terms of the Benefit Plans, and none of CMV, the General Partner, the MLP or any of their Subsidiaries shall assume any Benefit Plan or have any obligations or Liabilities arising under the express terms of the Benefit Plans, in each case except for cost reimbursement pursuant to the Secondment Agreement and as specifically provided in Section 4.3 below.

(b) From and after the Transfer Date, the General Partner shall adopt and maintain such compensation arrangements and employee benefit plans, programs, policies and

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arrangements as shall be determined by the General Partner or its Subsidiaries from time to time in the General Partner’s sole discretion (the “General Partner Plans”). Pursuant to the Services Agreement, Chesapeake Management shall provide the General Partner with certain transition assistance to enable the General Partner to develop, implement and administer its compensation and benefit plans and programs.

(c) With respect to each General Partner Plan, the General Partner shall, subject to applicable Law, grant to the Transferred Employees eligible to participate in such General Partner Plan credit for the past service Chesapeake Management and its Affiliates and predecessor entities recognized under a similar Benefit Plan for the following: (i) vesting and eligibility purposes under any General Partner Plans in which they are or may become eligible to participate (except with respect to any equity-based plan(s)) and (ii) determining the duration and amount of their benefits under any sick pay, vacation or paid time off or severance policy maintained by the General Partner in which they are or may become eligible to participate.

(d) Without limiting the rights of the Parties under any other provision of this Agreement, Chesapeake Management may terminate any or all of its obligations under this Agreement, upon prior written notice of not less than ninety (90) days to the General Partner, if, and only if, Chesapeake Management or any of its Affiliates ceases to own and control, directly or indirectly, any equity interests or voting power of CMV; provided, however, that such termination shall not affect or relieve any obligations of any acquirer of or successor to Chesapeake Management’s or its Affiliates’ assets, business, interests or voting power (whether by contract, operation of law or otherwise), and Chesapeake Management shall require any such successor to assume and agree to perform the obligations of Chesapeake Management under this Agreement.

Section 4.2 Equity Incentive Compensation.

(a) With respect to any restricted stock awards granted to Transferred Employees under the Chesapeake Equity Incentive Plans prior to the Transfer Date, Chesapeake Management shall take such actions as may be necessary to permit each Transferred Employee who has an outstanding restricted stock award under such Chesapeake Equity Incentive Plans as of the Transfer Date to continue to vest in any such awards that are not fully vested as of the Transfer Date based on service to the General Partner, the MLP or any of their Subsidiaries. Further, with respect to any options granted to Transferred Employees under the Chesapeake Equity Incentive Plans prior to the Transfer Date, Chesapeake Management shall take such actions as may be necessary to permit each Transferred Employee to continue to exercise such options in accordance with the agreements governing such options notwithstanding his or her transfer of employment to the General Partner, the MLP or any of their Subsidiaries as of the Transfer Date; provided, however, that such transfer of employment shall not be treated as a termination of employment for purposes of applying the provisions of option agreements and the Chesapeake Equity Incentive Plans regarding exercises following a termination of employment, and such provisions shall be applied with all references to a termination of employment with Chesapeake Management and its Affiliates replaced with references to a termination of employment with the General Partner, the MLP and their Subsidiaries; provided, however, that no such option shall be exercisable beyond the earlier of the expiration of its original term or 10 years from the date of grant. Notwithstanding the foregoing, Chesapeake and its Affiliates (other

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than CMV, the General Partner, the MLP and their Subsidiaries) shall remain solely responsible for administering the Chesapeake Equity Incentive Plans and all restricted stock awards, stock options and other equity-based awards subject to the Chesapeake Equity Incentive Plans including, without limitation, all tax withholding and reporting obligations under applicable Laws, provided, that the General Partner shall provide Chesapeake notice of any Transferred Employee’s termination of employment with the General Partner, the MLP and its Subsidiaries after the Transfer Date.

(b) Notwithstanding anything to the contrary herein, to the extent that any restricted stock awards granted to Transferred Employees under the Chesapeake Equity Incentive Plans prior to the Transfer Date vest on or following the Transfer Date in accordance with the provisions of Section 4.2(a) while the Transferred Employee is employed by the General Partner, the MLP or one of its Subsidiaries (such vesting, “Post Transfer Vesting”), the General Partner shall reimburse Chesapeake for the costs and expenses associated with such vesting, calculated as set forth in this Section 4.2(b). The costs and expense calculated with respect to the vesting of each share restricted stock shall be equal to the lesser of (i) the per share closing trading price of Chesapeake’s common stock on the date of grant or (ii) the per share closing trading price of Chesapeake’s common stock on the date of vesting, in each case, as listed by the New York Stock Exchange provided that, if the date of grant or date of vesting, as applicable, is not a trading day, the applicable per share closing trading price shall be the per share closing trading price on the trading day immediately preceding the applicable date of grant or date of vesting. On or before the forty-fifth day following the end of each month in which Post Transfer Vesting occurs, Chesapeake shall send an itemized invoice (in a form mutually agreed by Chesapeake and the General Partner) to the General Partner detailing all reimbursable costs and expenses pursuant to this Section 4.2(b). The General Partner shall, within 30 days of receipt, pay such invoice; provided, however, that in the event that any amounts invoiced are disputed by the General Partner, Chesapeake and the General Partner agree to resolve such dispute pursuant to the dispute mechanism under the Services Agreement (the “Dispute Mechanism”), as if such Services Agreement were in effect as of the date of such dispute. With respect to any disputed amounts that are determined to be owing to Chesapeake Management through the Dispute Mechanism, such amounts shall be paid within 10 days of such determination or such earlier or later time as provided in the Dispute Mechanism.

Section 4.3 Savings Plans.

(a) Prior to the Transfer Date the General Partner shall establish a 401(k) retirement savings plan that is intended to meet the qualification requirements of Section 401(a) of the Code (the “General Partner Savings Plan”) and, at such time, the form of the General Partner Savings Plan shall either be subject to a favorable opinion letter issued by the Internal Revenue Service (“IRS”) upon which the General Partner and its Subsidiaries are permitted to rely or the General Partner shall have applied for a favorable determination letter from the IRS and such determination letter, if applicable, shall be received by the General Partner prior to the Savings Plan Transfer Date (as defined below). Chesapeake Management and the General Partner shall select a date on or following the Transfer Date upon which the account balances of the Transferred Employees under the Chesapeake Savings Plan shall be transferred to the General Partner Savings Plan (such date, the “Savings Plan Transfer Date”). Prior to the Savings Plan Transfer Date, the General Partner shall provide to Chesapeake Management true

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and correct copies of the General Partner Savings Plan and the applicable IRS opinion or determination letter relating thereto. Upon the Savings Plan Transfer Date, Chesapeake Management shall cause the trustee of the trust established to fund the Chesapeake Savings Plan to transfer the account balances of the Transferred Employees under such plan, determined under the valuation method set forth in the Chesapeake Savings Plan as of the date of the transfer, to the trustee of the trust established to fund the General Partner Savings Plan in a trustee-to-trustee transfer and the General Partner Savings Plan shall accept such assets and the liabilities associated with such accounts. Such transfer shall be made in cash; provided, however, that, to the extent that the transferred account balances are invested in the common stock of Chesapeake on the Savings Plan Transfer Date, an in-kind transfer of such amounts shall be transferred in lieu of the transfer of cash; and provided further that, to the extent that, as of the Savings Plan Transfer Date, any Transferred Employee owes any amount to the Chesapeake Savings Plan pursuant to the terms of a loan from the Chesapeake Savings Plan to such Transferred Employee, an in-kind transfer of such loan shall be made in lieu of the transfer of cash and, prior to the Savings Plan Transfer Date, Chesapeake shall amend the Chesapeake Savings Plan to permit such loan transfers.

(b) Between the Transfer Date and the Savings Plan Transfer Date, the General Partner and Chesapeake Management shall take all reasonable steps necessary and appropriate so that Transferred Employees who participated in the Chesapeake Savings Plan and who have loans outstanding from such plan as of the Transfer Date may continue to repay such loans using voluntary payroll deductions from their paychecks from the General Partner, and Chesapeake and Chesapeake Management agree to take those actions as are necessary to cause such loans not to go into default under the Chesapeake Savings Plan as a result of the employment transfers of Transferred Employees pursuant to Section 2.1(a) to the extent permitted by applicable Law.

Section 4.4 Welfare Benefits. Without limiting the generality of the above provisions, this Section 4.3 contains certain specific provisions regarding the provision of benefits under Welfare Benefit Plans, unemployment compensation benefits and workers compensation benefits.

(a) Except as specifically provided in this Section 4.4, and subject to the General Partner’s reimbursement obligations under the Secondment Agreement: (i) Chesapeake Management shall be solely responsible for (A) claims of Transferred Employees who, immediately prior to the Transfer Date, were employed by it as Seconded Employees and their eligible beneficiaries and dependents for workers compensation, unemployment compensation and under Welfare Benefit Plans that are incurred before the Transfer Date, and (B) claims relating to COBRA Coverage attributable to “qualifying events” occurring on or before the Transfer Date with respect to any Transferred Employees who, immediately prior to the Transfer Date, were employed by it as Seconded Employees and their eligible beneficiaries and dependents; and (ii) the General Partner and its Subsidiaries shall be solely responsible for (A) claims of Transferred Employees and their eligible beneficiaries and dependents for workers compensation and unemployment compensation benefits and claims under Welfare Benefit Plans that are incurred on or after the Transfer Date, and (B) claims relating to COBRA Coverage attributable to “qualifying events” occurring after the Transfer Date with respect to Transferred Employees and their beneficiaries and dependents. A medical/dental claim shall be considered

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incurred on the date when the medical services are rendered or medical supplies are provided, and not when the condition arose or when the course of treatment began. An unemployment compensation or workers compensation claim shall be considered incurred before the Transfer Date if the occurrence leading up to the claim occurs before the Transfer Date.

(b) Subject to applicable Law and the provisions of Section 2.1(a) and Articles III and IV of this Agreement, the General Partner shall use commercially reasonable efforts to provide that each Transferred Employee who is employed in an eligible job classification shall be immediately eligible to participate, without any waiting time (other than any eligibility limitations or waiting time as was in effect under the corresponding Benefit Plan), in any and all Welfare Benefit Plans sponsored by the General Partner for the benefit of Transferred Employees (such plans, collectively, the “New Welfare Plans”) to the extent coverage under such New Welfare Plan replaces coverage under a similar Benefit Plan in which such Transferred Employee was previously eligible to participate (such plans, collectively, the “Old Welfare Plans”). For purposes of each New Welfare Plan providing group medical, dental, pharmaceutical and/or vision benefits (each a “New Group Health Plan” and collectively, the “New Group Health Plans”), the General Partner shall, subject to applicable Law, use commercially reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such New Group Health Plan to be waived for Transferred Employees and their eligible beneficiaries and dependents, to the extent such exclusions and restrictions did not apply under the applicable Old Welfare Plan. In addition, if the Transfer Date is a date other than December 31 of any calendar year with respect to any Transferred Employees, the General Partner further agrees, subject to applicable Law, to use commercially reasonable efforts to have any deductible, co-payment and out-of-pocket requirements under the New Group Health Plans waived to the extent that such requirements have been satisfied for such year under the corresponding Old Welfare Plan and otherwise have credit given under the New Group Health Plans for amounts paid under the corresponding Old Welfare Plans that provide group medical, dental, pharmaceutical and/or vision benefits (the “Old Group Health Plans”) for the calendar year in which the Transfer Date occurs as though such amounts had been paid in accordance with the terms and conditions of the New Group Health Plans, provided, and only to the extent that, each Transferred Employee (and his or her dependents and beneficiaries, as applicable) provides appropriate written consent for disclosure by the Old Group Health Plans to the General Partner or the New Group Health Plans upon their request.

(c) The Parties acknowledge and agree that all provisions contained in Section 2.1(a), Article III and this Article IV with respect to employees are included for the sole benefit of the respective Parties and shall not create any right in any other Person, including, without limitation, any employees, former employees, any participant in any Benefit Plan or General Partner Plan or any beneficiary thereof or any right to continued employment with any of the Parties or any Affiliate of any of the Parties, nor shall such provisions require any Party to continue or amend any particular benefit plan after the consummation of the transactions resulting in the formation of the Company or pursuant to this Agreement for any employee or former employee of any Party, and subject only to the obligations of the Parties to each other hereunder, any such plan may be amended or terminated in accordance with its terms and applicable Laws.

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ARTICLE V

TERMINATION

Section 5.1 Termination. Notwithstanding the foregoing, either the General Partner or Chesapeake Management may terminate this Agreement upon notice to the other in the event that: (i) the Parties mutually agree to do so; (ii) such other Party materially breaches the Agreement and it fails to cure such material breach within one hundred and twenty (120) days following written notice of such breach; or (iii) such other Party becomes insolvent.

Section 5.2 Effect of Termination. Upon termination of this Agreement, all rights and obligations of the Parties under this Agreement will terminate; provided, however, that termination will not affect or excuse the performance of either Party under any provision of this Agreement that by its terms survives termination (including, without limitation, obligations to make payment for services provided or liabilities incurred prior to the effective date of such termination). Notwithstanding anything to the contrary herein, the following provisions of this Agreement will survive the termination of this Agreement indefinitely: Articles IV, V and VI.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Accuracy of Recitals. The paragraphs contained in the recitals to this Agreement are incorporated in this Agreement by this reference, and the Parties to this Agreement acknowledge the accuracy thereof.

Section 6.2 Choice of Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to principles of conflicts of laws except the Parties recognize that to the extent that any term of this Agreement must be interpreted in light of the law of the state in which a Seconded Employee or Transferred Employee is employed, such term shall be interpreted accordingly.

Section 6.3 Notices. Any notice, demand or communication required or permitted under this Agreement shall be in writing and delivered personally, by reputable courier or by telecopier, and shall be deemed to have been duly given as of the date and time reflected on the delivery receipt, if delivered personally or sent by reputable courier service, or on the automatic telecopier receipt, if sent by telecopier, addressed as follows:

Chesapeake Midstream Management, L.L.C.

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

Attn: Nick Dell’Osso

Fax: (405) 849-6125

Chesapeake Energy Corporation

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

Attn: Nick Dell’Osso

Fax: (405) 849-6125

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Chesapeake Midstream GP, L.L.C.

777 NW Grand Boulevard

Oklahoma City, Oklahoma 73118

Attn: J. Mike Stice

Fax: (405) 849-6134

and

Attn: Dave Shiels

Fax: (405) 849-6224

Chesapeake MLP Operating, L.L.C.

777 NW Grand Boulevard

Oklahoma City, Oklahoma 73118

Attn: J. Mike Stice

Fax: (405) 849-6134

and

Attn: Dave Shiels

Fax: (405) 849-6224

With a copy to:

Global Infrastructure Partners

12 East 49th Street

38th Floor

New York City, NY 10017

Attn: Salim Samaha

Fax: (646) 282-1599

With a copy to:

Global Infrastructure Management UK Limited

Cardinal Place, 80 Victoria Street

London SW1E 5JL

United Kingdom

Attn: Joseph Blum

Fax: +44 207 798 0530

With a copy to:

Latham & Watkins LLP

885 Third Avenue

New York City, NY 10022

Attn: Edward Sonnenschein

Fax: (212) 751-4864

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With a copy to:

Vinson & Elkins LLP

1001 Fannin, Suite 2500

Houston, TX 77002-6760

Attn: Dorene B. Cohen

Fax: (713) 615-5974

A Party may change its address for the purposes of notices hereunder by giving notice to the other Parties specifying such changed address in the manner specified in this Section 6.3.

Section 6.4 Further Assurances. The Parties agree to execute such additional instruments, agreements and documents, and to take such other actions, as may be necessary to effect the purposes of this Agreement.

Section 6.5 Entire Agreement. This Agreement, together with the other Transaction Documents, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby or in the other Transaction Documents, whether oral or written. Without limiting the foregoing, each of the Parties acknowledges and agrees that (i) this Agreement is being executed and delivered in connection with each of the other Transaction Documents and the transactions contemplated hereby and thereby, (ii) the performance of this Agreement and the other Transaction Documents and expected benefits herefrom and therefrom are a material inducement to the willingness of the Parties to enter into and perform this Agreement and the other Transaction Documents and the transactions described herein and therein, (iii) the Parties would not have been willing to enter into this Agreement in the absence of the entrance into, performance of, and the economic interdependence of, the other Transaction Documents, (iv) the execution and delivery of this Agreement and the other Transaction Documents and the rights and obligations of the Parties hereto and thereto are interrelated and part of an integrated transaction effected pursuant to the terms of this Agreement and the other Transaction Documents, (v) irrespective of the form such documents have taken, or otherwise, the transactions contemplated by this Agreement and the other Transaction Documents are necessary elements of one and the same overall and integrated transaction, (vi) the transactions contemplated by this Agreement and by the other Transaction Documents are economically interdependent and (vii) such Party will cause any of its successors or permitted assigns to expressly acknowledge and agree to this Section 6.5 prior to any assignment or transfer of this Agreement, by operation of law or otherwise.

Section 6.6 No Recourse. No Party hereto nor any Affiliate of a Party hereto shall assert or threaten, and each Party hereto hereby waives, and shall cause such Affiliates to waive, any claim or other method of recovery, in contract, in tort or under applicable Law, against any Person that is not a Party hereto (or a successor to a Party hereto) relating to this Agreement. Without limiting the foregoing, and notwithstanding any other provision of this Agreement to the contrary, this Agreement may be enforced only against the named parties hereto. All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, may be made only against the entities that are expressly identified as parties hereto; and no past, present or future

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Affiliate of any party hereto, or any director, manager, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney or representative of any such party or Affiliate (including any Person negotiating or executing this Agreement on behalf of a party hereto), unless party to this Agreement, shall have any Liability or obligation with respect to this Agreement or with respect to any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including a representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement).

Section 6.7 Effect of Waiver or Consent. No waiver or consent, express or implied, by any Party to or of any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any other Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run.

Section 6.8 Amendment or Modification; Release of COI. This Agreement may be amended or modified from time to time only by the written agreement of Chesapeake and the General Partner. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement. The signatory Parties acknowledge and agree that, from and after the Effective Time, COI is hereby released from any future obligations under the Original Agreement. COI is a Party to this Agreement solely for purposes of acknowledging its release from future obligations in accordance with this Agreement but, from and after the Effective Time, COI shall have no rights or obligations under this Agreement and it shall not be considered a Party to this Agreement for any other purpose.

Section 6.9 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 6.10 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by Law.

Section 6.11 Force Majeure. To the extent any Party is prevented by Force Majeure from performing its obligations, in whole or in part, under this Agreement, and if such Party (“Affected Party”) gives notice and details of the Force Majeure to the other Parties as soon as reasonably practicable, then the Affected Party shall be excused from the performance with respect to any such obligations (other than the obligation to make payments). Each notice of Force Majeure sent by an Affected Party to the other Parties shall specify the event or circumstance of Force Majeure, the extent to which the Affected Party is unable to perform its obligations under this Agreement, and the steps being taken by the Affected Party to mitigate and to overcome the effects of such event or circumstances. The non-Affected Parties shall not be required to perform their obligations to the Affected Party corresponding to the obligations of the

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Affected Party excused by Force Majeure (including, for the avoidance of doubt, the payment of fees or other amounts with respect to any affected Seconded Employees). A Party prevented from performing its obligations due to Force Majeure shall use commercially reasonable efforts to mitigate and to overcome the effects of such event or circumstances and shall resume performance of its obligations as soon as practicable. In their efforts to mitigate and overcome the effects of the Force Majeure, and in their efforts to resume performance, Chesapeake Management shall treat the General Partner the same as any other internal or external service recipient of the affected Seconded Employee services, if any. “Force Majeure” means any act of God, fire, flood, storm, explosion, terrorist act, rebellion or insurrection, loss of electrical power, computer system failures, illegality, strikes and labor disputes or any similar event or circumstance that prevents a Party from performing its obligations under this Agreement, but only if the event or circumstance: (a) is not within the reasonable control of the Affected Party; (b) is not the result of the fault or negligence of the Affected Party; and (c) could not, by the exercise of due diligence, have been overcome or avoided.

Section 6.12 Interpretation. In this Agreement, unless a clear contrary intention appears: (a) the singular includes the plural and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes each other gender; (d) reference to any agreement (including this Agreement), document or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement; (e) reference to any Section means such Section of this Agreement, and references in any Section or definition to any clause means such clause of such Section or definition; (f) “hereunder,” “hereof,” “hereto” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof or thereof; (g) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; and (h) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including.”

Section 6.13 Titles and Headings. Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

Section 6.14 Binding Effect. This Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives.

Section 6.15 Time of the Essence. Time is of the essence in the performance of this Agreement.

Section 6.16 Delay or Partial Exercise Not Waiver. No failure or delay on the part of any Party to exercise any right or remedy under this Agreement will operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy under this Agreement preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or

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any related document. The waiver by either Party of a breach of any provisions of this Agreement will not constitute a waiver of a similar breach in the future or of any other breach or nullify the effectiveness of such provision.

Section 6.17 Withholding or Granting of Consent. Unless otherwise provided in this Agreement, each Party may, with respect to any consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its sole and uncontrolled discretion, with or without cause, and subject to such conditions as it shall deem appropriate.

Section 6.18 Laws and Regulations. Notwithstanding any provision of this Agreement to the contrary, no Party shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such Party to be in violation of any applicable Law.

Section 6.19 Third Party Beneficiaries. No Party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Parties. Each of the Parties hereto specifically intends that CMV and each entity comprising the MLP Group, whether or not a Party to this Agreement, shall be entitled to assert rights and remedies hereunder as third-party beneficiaries hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to any such entity. Except as set forth in this Section 6.19, the provisions of this Agreement are enforceable solely by the Parties, and no limited partner, member, or assignee of Chesapeake Management or a member of the MLP Group or other Person (including any Transferred Employee or other employee or service provider of any Party or any Affiliate thereof) shall have the right, separate and apart from the Parties, CMV and the members of the MLP Group, to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement.

Section 6.20 No Recourse Against Officers or Directors. For the avoidance of doubt, the provisions of this Agreement shall not give rise to any right of recourse against any officer or director of any Party.

Section 6.21 Signatories Duly Authorized. Each of the signatories to this Agreement represents that he is duly authorized to execute this Agreement on behalf of the Party for which he is signing, and that such signature is sufficient to bind the Party purportedly represented.

Section 6.22 Role of the Company From and After the Effective Time. The Parties hereby acknowledge and agree that, from and after the Effective Time, the General Partner shall succeed to and assume all of the Company’s rights and obligations under this Original Agreement as reflected in this Agreement. The Company is a Party to this Agreement solely for purposes of acknowledging the transfer of its rights and obligations in accordance with this Agreement but, from and after the Effective Time, the Company shall have no rights (except as otherwise provided in Section 6.19) or obligations under this Agreement and it shall not be considered a Party to this Agreement for any other purpose.

[Signature Page Follows]

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AS WITNESS HEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives on the date herein above mentioned.

CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.
By:	/s/ Domenic J. Dell’Osso
Name:	Domenic J. Dell’Osso
Title:	Chief Financial Officer
CHESAPEAKE ENERGY CORPORATION
By:	/s/ Jennifer M. Grigsby
Name:	Jennifer M. Grigsby
Title:	Senior Vice President, Treasurer and Corporate Secretary
CHESAPEAKE MIDSTREAM GP, L.L.C.
By:	/s/ J. Mike Stice
Name:	J. Mike Stice
Title:	Chief Executive Officer

EXECUTED by Chesapeake MLP Operating, L.L.C. for the limited purposes provided in Section 6.22.

CHESAPEAKE MLP OPERATING, L.L.C.
By:	/s/ J. Mike Stice
Name:	J. Mike Stice
Title:	Chief Executive Officer

EXECUTED by Chesapeake Operating, Inc. for the limited purposes provided in Section 6.8.

CHESAPEAKE OPERATING, INC.
By:	/s/ Jennifer M. Grigsby
Name:	Jennifer M. Grigsby
Title:	Senior Vice President, Treasurer and Corporate Secretary

Signature Page

Amended & Restated Employee Transfer Agreement

Exhibit 1

Amended and Restated Employee Secondment Agreement

Exhibit 1

Exhibit 10.4

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.

TABLE OF CONTENTS

	ARTICLE I.
	DEFINITIONS
Section 1.1	Definitions.	2
	ARTICLE II.
	SECONDMENT
Section 2.1	Seconded Employees.	6
Section 2.2	Period of Secondment.	7
Section 2.3	Withdrawal or Resignation.	8
Section 2.4	Termination of Secondment.	8
Section 2.5	Supervision.	9
Section 2.6	Seconded Employee Qualifications.	9
Section 2.7	Benefit Plan Participation.	9
	ARTICLE III.
	GENERAL PARTNER EMPLOYEE SERVICES
Section 3.1	General Partner Employee Services.	10
Section 3.2	Cancellation of General Partner Employee Services.	10
Section 3.3	Workers’ Compensation.	10
	ARTICLE IV.
	SERVICES REIMBURSEMENT
Section 4.1	Operational, Management, Reporting and Routine Maintenance Expenses.	10
Section 4.2	Seconded Employees.	11
Section 4.3	Cash Incentive Compensation.	15
Section 4.4	Termination Costs.	15
Section 4.5	Equity Awards; Designated Seconded Employees.	17
	ARTICLE V.
	ALLOCATION; RECORDS; PAYMENT
Section 5.1	Allocation; Records.	18
Section 5.2	Payment.	18
	ARTICLE VI.
	TERM
Section 6.1	Term.	19

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	ARTICLE VII.
	GENERAL PROVISIONS
Section 7.1	Accuracy of Recitals.	19
Section 7.2	Choice of Law; Submission to Jurisdiction.	19
Section 7.3	Notices.	19
Section 7.4	Further Assurances.	21
Section 7.5	Entire Agreement.	21
Section 7.6	No Recourse.	22
Section 7.7	Effect of Waiver or Consent.	22
Section 7.8	Amendment or Modification; Release of COI.	22
Section 7.9	Counterparts.	23
Section 7.10	Severability.	23
Section 7.11	Force Majeure.	23
Section 7.12	Interpretation.	24
Section 7.13	Titles and Headings.	24
Section 7.14	Binding Effect.	24
Section 7.15	Time of the Essence.	24
Section 7.16	Delay or Partial Exercise Not Waiver.	24
Section 7.17	Withholding or Granting of Consent.	24
Section 7.18	Laws and Regulations.	25
Section 7.19	Relationship of the Parties.	25
Section 7.20	No Third Party Beneficiaries.	25
Section 7.21	No Recourse Against Officers or Directors.	25
Section 7.22	Signatories Duly Authorized.	25
Section 7.23	Role of the Company From and After the Effective Time.	25

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AMENDED AND RESTATED

EMPLOYEE SECONDMENT AGREEMENT

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.”

RECITALS:

WHEREAS, the Parties (other than the General Partner) and COI, previously entered into an Employee Secondment Agreement effective as of September 30, 2009, such date, the “Original Execution Date” as amended effective January 1, 2010, such agreement, the “Original Agreement” pursuant to which Chesapeake Management provides to the Company the employee services necessary to operate, manage and maintain the Business and seconds to the Company certain personnel employed by Chesapeake Management in connection with the Business;

WHEREAS, the Parties desire to amend and restate the Original Agreement, include the General Partner as a Party to this Agreement, and release COI and the Company from any future obligations under the Original Agreement, on the terms and conditions set forth herein;

WHEREAS, effective immediately prior to the closing of the initial public offering of the common units of Chesapeake Midstream Partners, L.P. (the “MLP” and such time, the “Effective Time”), the Company will become a wholly-owned subsidiary of the MLP and the MLP’s business and operations will thereafter be conducted and managed by the General Partner;

WHEREAS, the Parties desire that the services provided pursuant to this Agreement be provided to the General Partner from and after the Effective Time and that the rights and obligations of the Company be transferred to and assumed by the General Partner from and after the Effective Time;

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Chesapeake, Chesapeake Management, the General Partner and, for the limited purpose described in Section 7.23, the Company and, for the limited purpose described in Section 7.8, COI hereby agree as follows, effective as of the Effective Time:

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ARTICLE I.

DEFINITIONS

Section 1.1 Definitions.

As used in this Agreement, the following terms have the respective meanings set forth below:

“Affected Party” has the meaning set forth in Section 7.11.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by Contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Benefit Plans” means each employee benefit plan, as defined in Section 3(3) of ERISA, and any other material plan, policy, program, practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any Seconded Employee (or to any dependent or beneficiary thereof), including, without limitation, any stock bonus, stock ownership, stock option, stock purchase, stock appreciation rights, phantom stock, restricted stock or other equity-based compensation plans, policies, programs, practices or arrangements, and any bonus or incentive compensation plan, deferred compensation, profit sharing, holiday, cafeteria, medical, disability or other employee benefit plan, program, policy, agreement or arrangement sponsored, maintained, or contributed to by Chesapeake or any of its ERISA Affiliates, or under which Chesapeake or any ERISA Affiliate may have any obligation or liability, whether actual or contingent, in respect of or for the benefit of any Seconded Employee (but excluding workers’ compensation benefits (whether through insured or self-insured arrangements) and directors and officers liability insurance).

“Business” has the meaning set forth in Section 2.1.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in Oklahoma City or New York City are authorized or required by Law to be closed.

“Cause” has the meaning set forth in Section 4.2.

“Chesapeake” has the meaning set forth in the preamble.

“Chesapeake Trading Price” has the meaning set forth in Section 4.2.

“Chesapeake Entity” or “Chesapeake Entities” has the meaning set forth in Section 2.5.

“Chesapeake Equity Awards” has the meaning set forth in Section 4.5(b).

“Chesapeake Management” has the meaning set forth in the preamble.

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“Chesapeake Services Cost” means, with respect to a Shared Services Employee for a given month (or portion thereof), the product of (x) the Hourly Rate for such Shared Services Employee for such month, and (y) the aggregate number of hours or partial hours worked by such Shared Services Employee performing services for the Chesapeake Entities during such month.

“CMV” means Chesapeake Midstream Ventures, L.L.C., a Delaware limited liability company.

“Code” means the Internal Revenue Code of 1986, as amended.

“COI” has the meaning set forth in the preamble.

“Company” has the meaning set forth in the preamble.

“Designated Seconded Employee” has the meaning set forth in Section 4.5.

“Dispute Mechanism” has the meaning set forth in Section 4.1.

“Effective Time” has the meaning set forth in the recitals.

“End Date” has the meaning set forth in Section 2.2.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any entity that would be treated as a single employer with Chesapeake under Sections 414(b), (c) or (m) of the Code or Section 4001(b)(1) of ERISA.

“Force Majeure” has the meaning set forth in Section 7.11.

“General Partner” has the meaning set forth in the preamble.

“General Partner Employee Services” has the meaning set forth in Section 3.1.

“GP Shared Services Percentage” means, with respect to a Shared Services Employee as of any given date, the percentage obtained by dividing (x) the aggregate number of hours or partial hours worked by such Shared Services Employee performing services for the General Partner during the immediately preceding 12 months (or, if such Shared Services Employee has been a Seconded Employee for fewer than 12 months, then during such period of time as such Shared Services Employee has been a Seconded Employee), by (y) the aggregate number of hours or partial hours worked by such Shared Services Employee performing services for the General Partner and the Chesapeake Entities during the immediately preceding 12 months (or, if such Shared Services Employee has been a Seconded Employee for fewer than 12 months, then during such period of time as such Shared Services Employee has been a Seconded Employee).

“Governmental Authority” means any executive, legislative, judicial, regulatory or administrative agency, body, commission, department, board, court, tribunal, arbitrating body or authority of the United States or any foreign country, or any state, local or other governmental subdivision thereof.

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“Hourly Rate” means with respect to a Shared Services Employee for a given month, the Seconded Employee Expense for such Shared Services Employee for such month divided by the aggregate number of hours or partial hours worked by such Shared Services Employee performing services for the General Partner and the Chesapeake Entities during such month.

“Indebtedness” means, with respect to any specified Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for a deferred purchase price (other than trade payables incurred in the ordinary course of such Person’s business, consistent with past practice), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person under capital leases, (e) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, whether or not drawn, (f) all obligations of such Person created or arising under any conditional sale or title retention agreement, (g) the liquidation value or redemption price, as the case may be, of all preferred or redeemable stock of such Person, (h) all net obligations of such Person payable under any rate, currency, commodity or other swap, option or derivative agreement, (i) all obligations secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (other than Permitted Liens) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (j) all obligations of others guaranteed by such Person.

“Law” means all laws, common laws, Orders, statutes, codes, regulations, ordinances, rules, policies or other requirements with similar effect of any Governmental Authority or any binding provisions or interpretations of the foregoing.

“Liability” means, collectively, any Indebtedness, commitment, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation, contingency, responsibility or other liability, in each case, whether fixed or unfixed, asserted or unasserted, due or to become due, accrued or unaccrued, or absolute, contingent or otherwise.

“Loss” or “Losses” has the meaning set forth in Section 4.4(c).

“Medical Coverage” has the meaning set forth in Section 4.2.

“MICP” has the meaning set forth in Section 4.2.

“MICP Payment” has the meaning set forth in Section 4.2.

“MLP” has the meaning set forth in the recitals.

“MLP Group” means the MLP and its Subsidiaries.

“Order” means any judgments, orders, writs, injunctions, decisions, rulings, decrees or awards of any Governmental Authority.

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“Original Agreement” has the meaning set forth in the recitals.

“Original Execution Date” has the meaning set forth in the recitals.

“Party” or “Parties” has the meaning set forth in the preamble.

“Period of Secondment” has the meaning set forth in Section 2.1.

“Person” means any individual, partnership, joint venture, corporation, limited liability company, limited partnership, trust, unincorporated organization or Governmental Authority or any department or agency thereof.

“Reimbursable Severance Payments” has the meaning set forth in Section 4.2.

“Removed Employee” has the meaning set forth in Section 2.4.

“Savings Plan” has the meaning set forth in Section 4.5(b).

“Seconded Employee” or “Seconded Employees” has the meaning set forth in Section 2.1.

“Seconded Employee Expenses” has the meaning set forth in Section 4.2.

“Seconded Employee Schedule” has the meaning set forth in Section 2.1.

“Secondment” has the meaning set forth in Section 2.1.

“Services Agreement” means the Amended and Restated Services Agreement, effective as of the Effective Time of the initial public offering of the common units of the MLP, 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 Reimbursement” has the meaning set forth in Section 4.1.

“Severance Payments” has the meaning set forth in Section 4.2.

“Shared Services” has the meaning set forth in Section 2.5.

“Shared Services Employees” has the meaning set forth in Section 2.5.

“Shared Services Reduction Amount” has the meaning set forth in Section 4.2.

“Subsidiary” of any Person (the “Subject Person”) means any Person, whether incorporated or unincorporated, of which (i) at least 50% of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions, (ii) a general partner interest or (iii) a managing member interest, is directly or indirectly owned or controlled by the Subject Person or by one or more of its respective Subsidiaries.

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“Termination Costs” has the meaning set forth in Section 4.4(e).

“Transaction Documents” means (i) the documents set forth in the definition of “Transaction Documents” in the First Amended and Restated Agreement of Limited Partnership of the MLP, dated as of the date hereof, as such agreement is in effect on such date (the “MLP Agreement”), (ii) the Amended and Restated Limited Liability Company Agreement of CMV, dated as of August 3, 2010, by and among Chesapeake Midstream Holdings, L.L.C. (“Midstream Holdings”), the GIP Parties and CMV, (iii) the Purchase Agreement, dated as of September 24, 2009, by and among Midstream Holdings, Chesapeake Midstream Development, L.P. (“CMD”), Chesapeake, GIP-A Holding (CHK), L.P. (successor to GIP-A Acquisition (CHK), LLC), GIP-B Holding (CHK), L.P. (successor to GIP-B Acquisition (CHK), LLC), and GIP-C Holding (CHK), L.P. (successor to GIP-C Acquisition (CHK), LLC) (collectively, the “GIP Parties”), as amended by the Agreement and Amendment to the Purchase Agreement, dated as of August 3, 2010, by and among Midstream Holdings, CMD, Chesapeake, CMV and the GIP Parties, and (iv) the Voting Agreement, dated as of August 3, 2010, by and among the GIP Parties, Midstream Holdings and Chesapeake, in each case as may be amended, supplemented or restated from time to time.

“Transfer Agreement” means the Amended and Restated Employee Transfer Agreement dated as of the date hereof by and among the Parties.

“Transfer Date” has the meaning set forth in the Transfer Agreement.

ARTICLE II.

SECONDMENT

Section 2.1 Seconded Employees.

Exhibit A to this Agreement (the “Seconded Employee Schedule”) sets forth a true, complete and accurate list of each employee (each such employee and each other employee who is subsequently seconded to the General Partner in accordance with this Agreement, a “Seconded Employee” and collectively, the “Seconded Employees”) who, as of a date no later than five Business Days prior to the Effective Time and subject to the terms of this Agreement, Chesapeake Management agrees to second to the General Partner, and the General Partner agrees to accept such secondment, for the purpose of performing job functions related to the Business (the “Secondment”). Chesapeake represents and warrants that, in addition to setting forth the names of the Designated Seconded Employees (as defined below), the Seconded Employee Schedule constitutes a true, complete and accurate list of each employee primarily engaged in providing services for, or with respect to, the business of the MLP as described in the Registration Statement on Form S-1 (File No. 333-164905) (the “Business”) as of the date no fewer than five Business Days prior to the Effective Time. The Seconded Employees will remain at all times employees of Chesapeake Management but, in addition, they will also be joint employees of the General Partner during the Period of Secondment (as defined below) and shall, subject to Section 2.5, at all times during the Period of Secondment, work under the direction, supervision and control of the General Partner. Chesapeake Management will retain the right to hire or discharge the Seconded Employees with respect to their employment with Chesapeake Management; provided however, that Chesapeake Management shall consult with

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the General Partner prior to hiring an individual who will become a Seconded Employee, and will in good faith consider (i) hiring each individual as a Seconded Employee whom the General Partner so requests and (ii) refraining from hiring an individual as a Seconded Employee whom the General Partner desires not to hire. Subject to the provisions in Sections 2.2 and 2.5, none of Chesapeake, Chesapeake Management or any other Chesapeake Entity will otherwise exercise direction, supervision or control over the Seconded Employees, and Chesapeake and Chesapeake Management shall cause their Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) not to exercise direction, supervision or control over the Seconded Employees. For each Seconded Employee, the “Period of Secondment” shall be that period of time as set forth in Section 2.2. Seconded Employees shall have no authority or apparent authority to act on behalf of Chesapeake Management or any Chesapeake Entity when they are under the direction, supervision or control of the General Partner during the Period of Secondment. The Seconded Employee Schedule sets forth the names of the Seconded Employees, the job functions of the Seconded Employees and the starting date for the Period of Secondment for each Seconded Employee. Subject to the above proviso and Section 2.4, individuals may be added to, removed from or designated as Shared Services Employees on the Seconded Employee Schedule from time to time by the execution by the Parties (other than COI and the Company) of a completed “Addition/Removal/Change of Responsibility of Seconded Employee” form, the form of which is attached to this Agreement as Exhibit B, which will be fully binding on the Parties for all purposes under this Agreement. For the purpose of clarity, the Parties agree that Chesapeake Management may designate any Seconded Employee, other than a Designated Seconded Employee, as a Shared Services Employee on Exhibit B without the necessity of the Parties executing Exhibit B. Any such designation shall be subject to review and restriction/elimination by the General Partner under Section 2.5.

Section 2.2 Period of Secondment.

Chesapeake Management will second to the General Partner each Seconded Employee on the start date set forth on the Seconded Employee Schedule and continue to second, during the period (and only during the period) that the Seconded Employee is performing services for the General Partner, until the earliest of:

(a) the end of the term of this Agreement in accordance with Section 6.1;

(b) the end date, if any, set forth for the Seconded Employee on the Seconded Employee Schedule (or another end date for such Seconded Employee as mutually agreed in writing by the Parties) (the “End Date”);

(c) a withdrawal from the Secondment or resignation or termination of employment with respect to such Seconded Employee;

(d) six (6) months (or such earlier date as may be determined by the General Partner in its sole discretion) following the date on which Chesapeake Midstream Holdings, L.L.C. or its affiliates ceases to own at least 25 percent of the issued and outstanding voting equity of Chesapeake Midstream Ventures, L.L.C. and the General Partner has entered into satisfactory arrangements which it determines, in good faith, will provide it with suitable qualified and experienced full-time or seconded employees necessary to operate, manage and maintain the Business; or

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(e) a termination of Secondment for such Seconded Employee by the General Partner under Section 2.4.

At the end of the Period of Secondment for any Seconded Employee, such Seconded Employee will no longer be subject to the direction of the General Partner with regard to the Seconded Employee’s day-to-day activities unless such individual thereafter otherwise becomes employed by the General Partner.

Section 2.3 Withdrawal or Resignation.

Chesapeake Management will use commercially reasonable efforts to prevent any early withdrawal from the Secondment or resignation from employment of the Seconded Employees prior to the end of such Seconded Employee’s Period of Secondment. If any Seconded Employee tenders his resignation of employment to Chesapeake Management, Chesapeake Management will promptly notify the General Partner. If any Seconded Employee tenders a withdrawal from his Secondment, the General Partner will promptly notify Chesapeake Management.

Section 2.4 Termination of Secondment.

The General Partner will have the right to terminate the Secondment to it of any Seconded Employee for any reason at any time (such terminated Seconded Employees referred to as “Removed Employees”). Except as contemplated in Section 2.2(a), (b), (c) and (d), Chesapeake Management will have no right to terminate the Secondment to the General Partner of any Seconded Employee without the prior written consent of the General Partner (which may be through the execution of a completed Addition/Removal/Change of Responsibility of Seconded Employee form). Upon the termination of any Seconded Employee’s Period of Secondment by Chesapeake Management without the prior written consent of the General Partner, Chesapeake Management will be solely liable for any costs or expenses associated with the termination of the Secondment, except as otherwise provided in this Agreement. Upon the termination of a Secondment, the Seconded Employee will cease performing services for the General Partner. At no time will the General Partner have the right to terminate the employment with Chesapeake Management of the Seconded Employees. Chesapeake Management shall in its sole discretion determine whether the employment by Chesapeake Management of any such Removed Employee shall be terminated following the termination of such Removed Employee’s Secondment or whether such Removed Employee shall be redeployed by Chesapeake Management. Notwithstanding the foregoing, neither Chesapeake Management nor any of its Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) will, within the nine (9) month period following termination, hire or reassign a Seconded Employee whose Secondment is terminated by the Seconded Employee or Chesapeake Management.

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Section 2.5 Supervision.

In the course and scope of performing any Seconded Employee’s job functions for the General Partner, the Seconded Employee will report into the General Partner’s management structure, and will be under the direct management and supervision of the General Partner.

During the Period of Secondment when the Seconded Employee is under the direction, supervision and control of the General Partner, the General Partner shall:

(a) have ultimate and full responsibility for the daily work assignments of the Seconded Employees, including supervision of their day-to-day work activities and performance consistent with the purposes stated in Section 2.1 and the job functions set forth in the Seconded Employee Schedule; and

(b) set and maintain the hours of work and the holidays and vacation schedules that are consistent with the hours of work and the holidays and vacation schedules of Chesapeake Management and determine the training to be provided to the Seconded Employees.

It is recognized by the Parties that certain Seconded Employees will, on a limited basis, perform services (the “Shared Services”) for Chesapeake Management or its Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) (each, a “Chesapeake Entity” and collectively, the “Chesapeake Entities”). Seconded Employees who will perform Shared Services are designated as “Shared Services Employees” on Exhibits A and B to this Agreement (as the same may be revised pursuant to Section 2.1). When these Shared Services Employees are performing services for the Chesapeake Entities, the Chesapeake Entities will have the responsibility for the assignment of duties and supervision of these Shared Services Employees. If upon review of the hours a Shared Services Employee has worked on Chesapeake Entity matters, the General Partner wishes to restrict further or eliminate such work for Chesapeake Entities by a Shared Services Employee, the General Partner will give Chesapeake Management at least 30 days’ notice of that restriction or elimination. After the expiration of the 30-day notice period, the level of work for Chesapeake Entities by the Shared Services Employee addressed in the notice will be governed by the restriction or elimination stated by the General Partner in its notice.

Section 2.6 Seconded Employee Qualifications.

Chesapeake Management will use commercially reasonable efforts consistent with past practice to provide suitably qualified and experienced field-level Seconded Employees necessary to operate, manage and maintain the Business. Chesapeake Management does not warrant that the Secondment of the Seconded Employees will permit the General Partner or the MLP to achieve any specific results.

Section 2.7 Benefit Plan Participation.

None of CMV, the General Partner, the MLP or any of their Subsidiaries shall be a participating employer in any Benefit Plan during the Period of Secondment. Subject to the General Partner’s reimbursement obligations hereunder, Chesapeake Management and its

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Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) shall remain solely responsible for all obligations and Liabilities arising under the express terms of the Benefit Plans, and during the Period of Secondment, none of CMV, the General Partner, the MLP or any of their Subsidiaries shall assume any Benefit Plan or have any obligations or Liabilities arising under the express terms of the Benefit Plans, in each case except for cost reimbursement pursuant to this Agreement.

ARTICLE III.

GENERAL PARTNER EMPLOYEE SERVICES

Section 3.1 General Partner Employee Services.

Those services provided by the Seconded Employees shall be referred to herein as the “General Partner Employee Services”.

Section 3.2 Cancellation of General Partner Employee Services.

The General Partner may terminate any of the General Partner Employee Services on 30 days’ prior written notice to Chesapeake Management; provided, however, that a complete termination of all General Partner Employee Services shall be subject to the notice provisions of the last sentence of Section 6.1. In the event the General Partner terminates the General Partner Employee Services, the General Partner shall pay Chesapeake Management the monthly installment for the last month (or portion thereof) in which it received such terminated services. Upon payment thereof, the General Partner shall have no further services payment obligations to Chesapeake Management pursuant to this Agreement with respect to such terminated services.

Section 3.3 Workers’ Compensation.

During the Period of Secondment, Chesapeake Management will maintain workers’ compensation insurance (either through an insurance company or qualified self-insured program) which shall include and afford coverage to the Seconded Employees. Chesapeake Management will name the General Partner as an additional named insured under such insurance policy or qualified self-insured program. Prior to being assigned any duties by the General Partner, each Seconded Employee must sign an acknowledgement that the Seconded Employee is an employee during the Period of Secondment of both Chesapeake Management and the General Partner and that for any work place injury, the Seconded Employee’s sole remedy will be under the workers’ compensation insurance policy or qualified self-insured program of Chesapeake Management. Notwithstanding the foregoing, nothing herein shall preclude a Seconded Employee from participating in benefit programs generally available to employees of Chesapeake Management.

ARTICLE IV.

SERVICES REIMBURSEMENT

Section 4.1 Operational, Management, Reporting and Routine Maintenance Expenses.

On or before the forty-fifth day after the end of each month during the Period of Secondment, Chesapeake Management shall send an itemized invoice (in a form mutually agreed

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upon by the General Partner and Chesapeake Management) to the General Partner detailing all reimbursable expenses under Section 4.2 incurred by Chesapeake Management with respect to the Seconded Employees in connection with the performance of the General Partner Employee Services during the preceding month (the “Services Reimbursement”). The General Partner shall, within 30 days of receipt, pay such invoice to the extent that the amounts therein are not disputed by the General Partner pursuant to the dispute resolution procedures provided for in the Services Agreement (the “Dispute Mechanism”). With respect to any disputed amounts that are determined to be owing to Chesapeake Management through the Dispute Mechanism, such amounts will be paid within 10 days of such determination or at such earlier or later time as provided in the Dispute Mechanism.

Section 4.2 Seconded Employees.

4.2.1 Services Reimbursement. Subject to Sections 4.2.2, 4.4 and 4.5, the Services Reimbursement for each month during the Period of Secondment shall include all costs and expenses incurred for such month by Chesapeake Management for the Seconded Employees, including the costs and expenses set forth below.

(a) salary, wages and cash bonuses (including payroll and withholding taxes associated therewith);

(b) 401(k) plan administration costs, any cash expense for matching 401(k) contributions made by Chesapeake Management, any deferred compensation plan administration costs and any cash expense for deferred compensation plan matching contributions made by Chesapeake Management; provided, however, that if matching 401(k) contributions and/or matching deferred compensation contributions are made by means of a contribution of either newly-issued or treasury shares of common stock of Chesapeake, the costs and expenses calculated with respect to each such share contributed shall be equal to the Chesapeake Trading Price on the date of the applicable contribution;

(c) the vesting of any restricted stock, whether granted before or during the Period of Secondment (calculated as set forth below);

(d) amounts paid pursuant to awards made under the Chesapeake Midstream Management Incentive Compensation Plan (“MICP”) to the Seconded Employee during his or her Period of Secondment to the extent such payments are paid in cash by a Chesapeake Entity or, if paid in Units (as defined in the MICP), to the extent of the Chesapeake Entity’s out-of-pocket costs in acquiring such Units (which, for the avoidance of doubt, (i) shall include any awards granted during the Seconded Employee’s Period of Secondment but paid after the termination of such Period of Secondment, and (ii) shall not include the cost of any income tax or other tax liabilities of the Chesapeake Entities with respect to the acquisition or payment of Units) (“MICP Payments”);

(e) cash or premiums paid, or expenses incurred, with respect to vacation, sick leave, short term disability benefits, personal leave and maternity;

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(f) medical, dental and prescription drug coverage (“Medical Coverage”);

(g) flexible benefits plan, including medical care and dependent care expense reimbursement programs;

(h) disability insurance;

(i) workers’ compensation benefits;

(j) life insurance and accidental death and dismemberment insurance;

(k) Reimbursable Severance Payments (as defined below), if any;

(l) Termination Costs, to the extent provided in Section 4.4 below;

(m) Business travel expenses and other Business expenses reimbursed in the normal course by Chesapeake Management such as subscriptions to Business related periodicals and dues to professional business organizations;

(n) any other employee benefit customarily provided to all employees by Chesapeake Management for which Chesapeake Management incurs costs;

(o) all sporting event tickets furnished to Seconded Employees in a manner consistent with Chesapeake Management’s practice of furnishing such tickets to its employees other than Seconded Employees (calculated and reimbursable in accordance with Section 4.2.3(e) below); and

(p) any sales taxes imposed upon the provision of any taxable General Partner Employee Services under this Agreement provided, that, the General Partner and Chesapeake Management contemplate that the General Partner Employee Services provided pursuant to this Agreement are not taxable services for sales and use tax purposes.

The costs and expenses described in (a) through (p) above are referred to as “Seconded Employee Expenses.” Where it is not reasonably practicable to determine the amount of such a cost or expense, the General Partner and Chesapeake Management shall mutually agree on the method of determining or estimating such cost or expense.

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4.2.2 Reduction and Pro Ration for Shared Services.

(a) With respect to each Shared Services Employee, Chesapeake Management will require such Shared Services Employee to record, in quarter hour increments, the number of hours worked by such Shared Services Employee providing services to the Chesapeake Entities and the number of hours worked by such Shared Services Employee providing services to the General Partner. For each month during the Period of Secondment, the amount of the Services Reimbursement payable by the General Partner with respect to such month shall be reduced by an amount equal to the aggregate Chesapeake Services Costs for all Shared Services Employees for such month. In addition, business travel and other business expenses reimbursed in the normal course by a Chesapeake Entity and incurred to facilitate the provision of the Shared Employee Services during a month will be deducted from the Services Reimbursement due under Section 4.1 for such month. The aggregate amount of reduction against the Services Reimbursement for Shared Services Employees pursuant to this paragraph shall be referred to herein as the “Shared Services Reduction Amount.”

(b) Notwithstanding anything contained in this Section 4.2 or Section 4.4, the amount of any Reimbursable Severance Payment and/or Termination Costs payable by the General Partner with respect to Shared Services Employees shall be equal to the product of (x) the amount of the Reimbursable Severance Payment or Termination Costs, as applicable, and (y) the GP Shared Services Percentage; provided, however, that Termination Costs with respect to Shared Services Employees that relate to or arise out of any claim of discrimination or other illegality in connection with such termination that is attributable to actions or omissions by the General Partner or its employees or events that occur in the course of the services performed by such Shared Services Employee to the General Partner shall not be subject to this Section 4.2.2(b), but shall be reimbursable, if at all, in accordance with Section 4.4(a).

4.2.3 Calculation of Certain Reimbursable Amounts.

(a) With respect to Medical Coverage, Chesapeake Management shall maintain or participate in a stop loss insurance policy at a threshold coverage level of no more than $250,000, applicable on a per covered individual basis and, in the event a covered individual’s claims trigger reimbursement under such stop loss insurance policy with respect to claims incurred during the Period of Secondment, the full amount of such reimbursement will be provided to the General Partner. The cost of maintaining such stop loss insurance coverage with respect to the Seconded Employees and their covered dependents shall be included in the Seconded Employee Expenses.

(b) The costs and expenses calculated with respect to the vesting of each share of restricted stock shall be equal to the lesser of (i) the Chesapeake Trading Price stock on the date of grant and (ii) the Chesapeake Trading Price on the date of vesting. For purposes of this Agreement, “Chesapeake Trading Price” on an applicable date shall be the per share closing trading price of a share of Chesapeake common stock on such date, as listed by the New York Stock Exchange provided, that, if the applicable date is not a trading day, the applicable per share closing trading price shall be the per share closing trading price on the trading day immediately preceding the applicable date.

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(c) For purposes of this Agreement, “Severance Payments” shall mean the severance payments and benefits paid to a Seconded Employee or Removed Employee in return for a release of claims which includes the General Partner and its Affiliates as named releasees, in an amount equal to the greater of (i) the severance payments and benefits due to such Seconded Employee or Removed Employee under an employment agreement between Chesapeake Management and such Seconded Employee or Removed Employee and (ii) the severance payments and benefits due to such Seconded Employee or Removed Employee under a severance policy or program mutually agreed upon between Chesapeake Management and the General Partner, provided, that the term “Severance Payments” shall not include any amounts payable in connection with a termination of employment of a Seconded Employee or Removed Employee by Chesapeake Management that occurs more than 90 days after Chesapeake Management receives notice from the General Partner of the termination of such Removed Employee’s Secondment.

(d) For the purposes of this Agreement, “Reimbursable Severance Payments” shall mean all Severance Payments made (i) to Removed Employees whom the General Partner terminates from Secondment for reasons other than Cause (as defined below), (ii) to Removed Employees whom the General Partner terminates from Secondment for any reason after the first anniversary of the commencement of such Seconded Employee’s Secondment, (iii) to Seconded Employees as of the Offer Date (as defined in the Employee Transfer Agreement) to whom the General Partner does not provide an offer of employment on or prior to the Offer Date in accordance with Section 2.1 of the Amended and Restated Employee Transfer Agreement among the Parties and (iv) to Seconded Employees who decline an offer of employment from the General Partner made on or prior to the Offer Date that would require Geographic Relocation (as defined in the Employee Transfer Agreement). Notwithstanding the foregoing, in no event shall any severance payment or benefit provided to a Transferred Employee (as defined in the Employee Transfer Agreement) by reason of a termination of his or her employment from Chesapeake Management or any Affiliate thereof that results solely from the transfer of his or her employment to the General Partner constitute a Reimbursable Severance Payment for purposes of this Agreement. For the purposes of this Agreement, “Cause” shall mean the termination of a Seconded Employee’s Secondment by the General Partner because of unsatisfactory performance or as a result of dishonesty, unethical conduct, insubordination or violation of General Partner work rules as established by the General Partner from time to time.

(e) The costs and expenses calculated with respect to the provision of all sporting event tickets to Seconded Employees shall be equal to the actual cost incurred based on an arms length and non-discriminatory agreement between the Chesapeake Entities and the General Partner; provided that the amount of any costs and expenses reimbursable by the General Partner under this Agreement and any other agreement (including, without limitation, the Shared Services Agreement and the Services Agreement, each as defined in the MLP Agreement) with respect to the provision of sporting event tickets shall not exceed $200,000 per annum in the aggregate. Notwithstanding Section 4.1 above, the costs and expenses of providing all sporting event tickets to the Seconded Employees shall be reimbursed by the General Partner on an annual basis (as opposed to a monthly basis).

Except to the extent expressly provided in this Section 4.2, the General Partner shall have no obligation to reimburse Chesapeake Management for any Severance Payment or any other separation payment or severance benefit provided by Chesapeake Management or any Affiliate thereof to any Seconded Employee.

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Section 4.3 Cash Incentive Compensation.

Notwithstanding anything herein to the contrary, if the Transfer Date under the Secondment Agreement occurs other than on December 31 of any year during the Period of Secondment, with respect to all Seconded Employees, the Services Reimbursement shall include the amounts, if any, of all cash bonus and other cash incentive compensation payments that would be payable to the Seconded Employees through the Transfer Date under the terms and conditions of the applicable Benefit Plans (except that Chesapeake Management may, in its discretion, consider continued employment by Chesapeake Management through the Transfer Date as satisfying any requirement under any such Benefit Plan of continued employment through year end or date of payment) and such amounts shall be determined on a pro-rated basis for the year that includes the Transfer Date based on the number of days that the Seconded Employee was actually seconded to the General Partner hereunder during the year in which the Transfer Date occurred. Notwithstanding the foregoing, the provisions of this Section 4.3 shall not apply to MICP Payments, and 100% of the MICP Payments attributable to awards made to a Seconded Employee during his or her Period of Secondment (regardless of whether such award is actually paid during or after the termination of the Seconded Employee’s Period of Secondment) shall be included in the Services Reimbursement and the Seconded Employee Expenses to the extent that such MICP Payments are actually paid by a Chesapeake Entity and to the extent provided in Section 4.2; provided, however, that with respect to a Seconded Employee whose Secondment is terminated but who remains employed by a Chesapeake Entity following such termination of Secondment, the amount of the MICP Payments includable in the Services Reimbursement shall not exceed the amount of such MICP Payments that were actually paid and to the extent provided in Section 4.2 but multiplied by a fraction the numerator of which equals the number of days in such Seconded Employee’s Period of Secondment and the denominator of which equals the number of days in such Seconded Employee’s Period of Secondment plus the number of days of his or her post-Secondment employment with a Chesapeake Entity through the applicable payment date under the MICP.

Section 4.4 Termination Costs.

(a) Except as otherwise expressly provided in this Agreement, the General Partner shall reimburse Chesapeake Management for any and all Termination Costs arising out of or in any way connected with or related to claims by a Seconded Employee concerning the termination of employment of such Seconded Employee to the extent such Termination Costs are attributable to actions, omissions or events by the General Partner or its employees that occur during such Seconded Employee’s Period of Secondment (and, in the case of a Removed Employee who is terminated by Chesapeake Management within 90 days after the date on which Chesapeake Management is notified by the General Partner that the employee has become a Removed Employee, such Termination Costs attributable to actions, omissions or events that occur during such 90 day period). Notwithstanding anything contained herein, with respect to the Shared Services Employees, the General Partner shall have no obligation or liability with respect to Termination Costs arising out of or relating to the services provided by such Shared Services Employees to the Chesapeake Entities.

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(b) As to all Chesapeake Management employees who do not become Seconded Employees, Chesapeake Management shall be solely responsible for any and all Termination Costs, Severance Payments and other severance costs and benefits relating to the employment by Chesapeake Management of such Chesapeake Employees for all periods ending on or before the Transfer Date.

(c) Chesapeake Management will indemnify, defend and hold harmless CMV, the MLP, the General Partner and their respective subsidiaries, directors, officers and employees against any and all costs, expenses (including reasonable attorneys’ fees), claims, demands, losses, liabilities, obligations, actions, lawsuits and other proceedings, judgments and awards (each, a “Loss” and collectively, the “Losses” ) arising out of or in any way connected with or related to claims by a Seconded Employee concerning the termination of employment of such Seconded Employee by Chesapeake Management in the event such termination of employment is effected without the prior written consent of the General Partner, even though such Losses may be caused in part by the negligence of the General Partner, except to the extent that (i) such Losses arise out of or result from the gross negligence or willful misconduct of the General Partner or (ii) Chesapeake Management terminates such Seconded Employee’s employment as the result of the Seconded Employee’s (X) willful commission of an act of theft, fraud or dishonesty in connection with such Seconded Employee’s Secondment or employment with Chesapeake Management; (Y) willful disclosure of Chesapeake Management’s confidential or proprietary information; or (Z) continued failure or refusal to adhere to Chesapeake Management’s employment policies, including policies prohibiting employment discrimination and harassment, after receiving written notice of any such failure or refusal.

(d) Chesapeake Management will indemnify, defend and hold harmless CMV, the MLP, the General Partner and their respective subsidiaries, directors, officers and employees against any and all Losses arising out of or in any way connected with or related to claims by a Seconded Employee concerning the termination of the Secondment of such Seconded Employee by Chesapeake Management without the prior written consent of the General Partner, even though such Losses may be caused in part by the negligence of the General Partner, except to the extent that (i) such Losses arise out of or result from the gross negligence or willful misconduct of the General Partner or (ii) Chesapeake Management terminates such Seconded Employee’s Secondment as the result of the Seconded Employee’s (X) willful commission of an act of theft, fraud or dishonesty in connection with the Seconded Employee’s Secondment or employment with Chesapeake Management; (Y) willful disclosure of Chesapeake Management’s confidential or proprietary information; or (Z) continued failure or refusal to adhere to Chesapeake Management’s employment policies, including policies prohibiting employment discrimination and harassment, after receiving written notice of any such failure or refusal. This indemnity does not apply to any Removed Employee.

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(e) For purposes of this Agreement, “Termination Costs” shall mean all liabilities incurred in connection with or arising out of the termination of employment (whether actual or constructive) with Chesapeake Management of any Seconded Employee, including liabilities relating to or arising out of any claim of discrimination or other illegality in connection with such termination, including cost of defense of such claims, but excluding Severance Payments, provided, that “Termination Costs” shall not include any amount to the extent that such amount arises out of or results from the gross negligence or willful misconduct of Chesapeake Management or any Affiliate of Chesapeake Management (other than CMV, the General Partner, the MLP or any of their subsidiaries).

Section 4.5 Equity Awards; Designated Seconded Employees.

(a) During the Period of Secondment, Chesapeake may continue to grant Seconded Employees who are not Designated Seconded Employees (as defined below) equity-related compensation awards pursuant to the Chesapeake Energy Corporation Amended and Restated Long Term Incentive Plan, the Chesapeake Energy Corporation 2003 Stock Incentive Plan and/or such other equity incentive compensation plan as has been or may be adopted by Chesapeake, in accordance with customary business practices applicable to employees of Chesapeake Management. Any such awards shall provide for vesting to continue based on service with Chesapeake Management, the General Partner and any of their respective Affiliates and, with respect to any such awards that are options, if the Seconded Employee accepts employment with the General Partner after the Period of Secondment, the transfer of such employment shall not be considered a termination of employment that would trigger the beginning of any post-termination option exercise period.

(b) Notwithstanding anything contained herein, each of Chesapeake and Chesapeake Management hereby agree that, during the Period of Secondment and during any other time at which a Designated Seconded Employee is employed by the General Partner, it shall not, and shall cause its Affiliates, other than the General Partner, not to, grant, issue or award such Designated Seconded Employee any equity or equity-based award with respect to securities of Chesapeake or such entity, including without limitation, shares of restricted or unrestricted stock, stock options, restricted stock units or stock appreciation rights (collectively, “Chesapeake Equity Awards”). The Parties hereby agree that in no event shall the General Partner have any obligation or liability with respect to any Chesapeake Equity Award granted to a Designated Seconded Employee, and that no cost or expense of or relating to any such Chesapeake Equity Award shall constitute a Seconded Employee Expense or be part of the Services Reimbursement hereunder. For purposes of this Agreement, “Designated Seconded Employees” shall mean those individuals listed on Exhibit C hereto and

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such other individuals identified as “Designated Seconded Employees” by mutual written agreement of the General Partner and Chesapeake Management, which agreement may be evidenced by their execution of an updated Exhibit C. For the avoidance of doubt, awards pursuant to the MICP shall not be considered Chesapeake Equity Awards for purposes of this Agreement. Further, notwithstanding anything to the contrary in this Section 4.5, Chesapeake and its Affiliates shall not be prohibited from making matching employer contributions in the form of Chesapeake common stock to the accounts of the Designated Seconded Employees under the Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan or any successor 401(k) plan (the “Savings Plan”), in accordance with the provisions of the Savings Plan that apply generally to all eligible participants under such plan.

ARTICLE V.

ALLOCATION; RECORDS; PAYMENT

Section 5.1 Allocation; Records.

Chesapeake Management will maintain auditable records of the direct and indirect costs of the Seconded Employee Expenses that reflect the General Partner Employee Services, the Services Reimbursement and the Shared Services Reduction Amount. The General Partner and its representatives will have the right from time to time, during regular business hours and on reasonable prior notice, to audit such records and such other records as the General Partner may reasonably require in connection with its verification of the Seconded Employee Expenses, the Services Reimbursement and the Shared Services Reduction Amount during regular business hours and on reasonable prior notice. Based on these records, the General Partner may request adjustments under Section 4.2 above. Upon request, the General Partner will provide to Chesapeake Management such information that is within the General Partner’s control as is necessary to allow Chesapeake Management to keep and maintain books/records reflecting hours worked and costs and expenses incurred in connection with each of the Seconded Employees, including for Shared Services. Chesapeake Management will have the right from time to time upon its reasonable request to audit such information and books/records maintained by the General Partner during regular business hours and on reasonable prior notice.

Section 5.2 Payment.

The General Partner and Chesapeake Management acknowledge and agree that Chesapeake Management shall be responsible for paying the Seconded Employee Expenses (or providing the employee benefits with respect thereto, as applicable) to the Seconded Employees but that the General Partner shall be responsible for reimbursing Chesapeake Management for the Seconded Employee Expenses to the extent provided under Section 4.2 of this Agreement. Subject to the General Partner’s responsibility to so reimburse Chesapeake Management, Chesapeake Management agrees to indemnify and hold CMV, the MLP, the General Partner and their subsidiaries harmless from any and all Losses incurred by such entities related to Chesapeake Management’s failure to carry out its duties for the payment of the Seconded Employee Expenses for Seconded Employees or the provision of the employee benefits related thereto, as set forth above, except to the extent that such Losses arise solely out of or result solely from the gross negligence or willful misconduct of the General Partner.

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ARTICLE VI.

TERM

Section 6.1 Term.

The term of this Agreement commenced on the Original Execution Date and will continue for an initial period of five (5) years thereafter. Upon the expiration of the initial five year period, the term of this Agreement shall automatically extend for an additional 12-month period, unless any Party provides at least 90 days’ prior written notice to the other Parties prior to the expiration of such initial period, that such Party wishes for this Agreement to expire at the end of the initial five-year period. After the initial 12-month renewal period, the term of this Agreement shall automatically extend for additional consecutive 12-month periods, unless any Party provides prior written notice, at least 90 days prior to the expiration of the applicable 12-month period, that such Party wishes for this Agreement to expire at the end of such 12-month period. Upon proper notice by a Party to the other Parties, in accordance with this Article VI, that such Party wishes for this Agreement to expire on the expiration of the applicable five year or 12-month period, this Agreement shall not automatically extend, but shall instead expire upon the expiration of the applicable five-year or 12-month period and only those provisions that, by their terms, expressly survive this Agreement shall so survive. Notwithstanding the foregoing, the General Partner may terminate this Agreement at any time, upon 90 days’ prior written notice to Chesapeake Management, and only those provisions that, by their terms, expressly survive this Agreement shall so survive.

ARTICLE VII.

GENERAL PROVISIONS

Section 7.1 Accuracy of Recitals.

The paragraphs contained in the recitals to this Agreement are incorporated in this Agreement by this reference, and the Parties to this Agreement acknowledge the accuracy thereof.

Section 7.2 Choice of Law; Submission to Jurisdiction.

This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware except that the Parties recognize that to the extent that any term of this Agreement must be interpreted in light of the law of the state in which a Seconded Employee is employed, those terms shall be interpreted accordingly.

Section 7.3 Notices.

Any notice, demand or communication required or permitted under this Agreement shall be in writing and delivered personally, by reputable courier or by telecopier, and shall be deemed to have been duly given as of the date and time reflected on the delivery receipt, if delivered

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personally or sent by reputable courier service, or on the automatic telecopier receipt, if sent by telecopier, addressed as follows:

Chesapeake Midstream Management, L.L.C.

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

Attn: Nick Dell’Osso

Fax: (405) 849-6125

Chesapeake Energy Corporation

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

Attn: Nick Dell’Osso

Fax: (405) 849-6125

Chesapeake Midstream Partners, L.L.C.

777 NW Grand Boulevard

Oklahoma City, Oklahoma 73118

Attn: J. Mike Stice

Fax (405) 849-6134

and

Nick Dell’Osso

Fax: (405) 849-6125

Chesapeake Midstream GP, L.L.C.

777 NW Grand Boulevard

Oklahoma City, Oklahoma 73118

Attn: J. Mike Stice

Fax (405) 849-6134

and

Nick Dell’Osso

Fax: (405) 849-6125

With a copy to:

Global Infrastructure Management, LLC.

12 East 49th Street

38th Floor

New York City, NY 10017

Attn: Salim Samaha

Fax: (646) 282-1599

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With a copy to:

Global Infrastructure Management UK Limited

Cardinal Place, 80 Victoria Street

London SW1E 5JL

United Kingdom

Attn: Joseph Blum

Fax: +44 207 798 0530

With a copy to:

Latham & Watkins LLP

885 Third Avenue

New York City, NY 10022

Attn: Edward Sonnenschein

Fax: (212) 751-4864

With a copy to:

Vinson & Elkins LLP

1001 Fannin, Suite 2500

Houston, TX 77002-6760

Attn: Dorene B. Cohen

Fax: (713) 615-5974

A Party may change its address for the purposes of notices hereunder by giving notice to the other Parties specifying such changed address in the manner specified in this Section 7.3.

Section 7.4 Further Assurances.

The Parties agree to execute such additional instruments, agreements and documents, and to take such other actions, as may be necessary to effect the purposes of this Agreement.

Section 7.5 Entire Agreement.

This Agreement, together with the other Transaction Documents, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby or in the other Transaction Documents, whether oral or written. Without limiting the foregoing, each of the Parties acknowledges and agrees that (i) this Agreement is being executed and delivered in connection with each of the other Transaction Documents and the transactions contemplated hereby and thereby, (ii) the performance of this Agreement and the other Transaction Documents and expected benefits herefrom and therefrom are a material inducement to the willingness of the Parties to enter into and perform this Agreement and the other Transaction Documents and the transactions described herein and therein, (iii) the Parties would not have been willing to enter into this Agreement in the absence of the entrance into, performance of, and the economic interdependence of, the Transaction Documents, (iv) the

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execution and delivery of this Agreement and the other Transaction Documents and the rights and obligations of the Parties hereto and thereto are interrelated and part of an integrated transaction effected pursuant to the terms of this Agreement and the other Transaction Documents, (v) irrespective of the form such documents have taken, or otherwise, the transactions contemplated by this Agreement and the other Transaction Documents are necessary elements of one and the same overall and integrated transaction, (vi) the transactions contemplated by this Agreement and by the other Transaction Documents are economically interdependent and (vii) such Party will cause any of its successors or permitted assigns to expressly acknowledge and agree to this Section 7.5 prior to any assignment or transfer of this Agreement, by operation of law or otherwise.

Section 7.6 No Recourse.

No Party hereto nor any Affiliate of a Party hereto shall assert or threaten, and each Party hereto hereby waives, and shall cause such Affiliates to waive, any claim or other method of recovery, in contract, in tort or under applicable Law, against any Person that is not a Party hereto (or a successor to a Party hereto) relating to this Agreement. Without limiting the foregoing, and notwithstanding any other provision of this Agreement to the contrary, this Agreement may be enforced only against the named parties hereto. All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, may be made only against the entities that are expressly identified as parties hereto; and no past, present or future Affiliate of any party hereto, or any director, manager, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney or representative of any such party or Affiliate (including any Person negotiating or executing this Agreement on behalf of a party hereto), unless party to this Agreement, shall have any Liability or obligation with respect to this Agreement or with respect to any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including a representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement).

Section 7.7 Effect of Waiver or Consent.

No waiver or consent, express or implied, by any Party to or of any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any other Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run.

Section 7.8 Amendment or Modification; Release of COI.

This Agreement may be amended or modified from time to time only by the written agreement of Chesapeake and the General Partner. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement. The signatory Parties acknowledge and agree that, from and after the Effective

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Time, COI is hereby released from any future obligations under the Original Agreement. COI is a Party to this Agreement solely for purposes of acknowledging its release from future obligations in accordance with this Agreement but, from and after the Effective Time, COI shall have no rights or obligations under this Agreement and it shall not be considered a Party to this Agreement for any other purpose.

Section 7.9 Counterparts.

This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 7.10 Severability.

If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by Law.

Section 7.11 Force Majeure.

To the extent any Party is prevented by Force Majeure from performing its obligations, in whole or in part, under this Agreement, and if such Party (“Affected Party”) gives notice and details of the Force Majeure to the other Parties as soon as reasonably practicable, then the Affected Party shall be excused from the performance with respect to any such obligations (other than the obligation to make payments). Each notice of Force Majeure sent by an Affected Party to the other Parties shall specify the event or circumstance of Force Majeure, the extent to which the Affected Party is unable to perform its obligations under this Agreement, and the steps being taken by the Affected Party to mitigate and to overcome the effects of such event or circumstances. The non-Affected Parties shall not be required to perform their obligations to the Affected Party corresponding to the obligations of the Affected Party excused by Force Majeure (including, for the avoidance of doubt, the payment of fees or other amounts with respect to any affected Seconded Employees). A Party prevented from performing its obligations due to Force Majeure shall use commercially reasonable efforts to mitigate and to overcome the effects of such event or circumstances and shall resume performance of its obligations as soon as practicable. In their efforts to mitigate and overcome the effects of the Force Majeure, and in their efforts to resume performance, Chesapeake Management shall treat the General Partner the same as any other internal or external service recipient of the affected Seconded Employee services, if any. “Force Majeure” means any act of God, fire, flood, storm, explosion, terrorist act, rebellion or insurrection loss of electrical power, computer system failures, finding of illegality, strikes and labor disputes or any similar event or circumstance that prevents a Party from performing its obligations under this Agreement, but only if the event or circumstance: (a) is not within the reasonable control of the Affected Party; (b) is not the result of the fault or negligence of the Affected Party; and (c) could not, by the exercise of due diligence, have been overcome or avoided.

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Section 7.12 Interpretation.

In this Agreement, unless a clear contrary intention appears: (a) the singular includes the plural and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes each other gender; (d) reference to any agreement (including this Agreement), document or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement; (e) reference to any Section means such Section of this Agreement, and references in any Section or definition to any clause means such clause of such Section or definition; (f) “hereunder,” “hereof,” “hereto” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof or thereof; (g) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; and (h) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including.”

Section 7.13 Titles and Headings.

Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

Section 7.14 Binding Effect.

This Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives.

Section 7.15 Time of the Essence.

Time is of the essence in the performance of this Agreement.

Section 7.16 Delay or Partial Exercise Not Waiver.

No failure or delay on the part of any Party to exercise any right or remedy under this Agreement will operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy under this Agreement preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or any related document. The waiver by either Party of a breach of any provisions of this Agreement will not constitute a waiver of a similar breach in the future or of any other breach or nullify the effectiveness of such provision.

Section 7.17 Withholding or Granting of Consent.

Unless otherwise provided in this Agreement, each Party may, with respect to any consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its sole and uncontrolled discretion, with or without cause, and subject to such conditions as it shall deem appropriate.

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Section 7.18 Laws and Regulations.

Notwithstanding any provision of this Agreement to the contrary, no Party shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such Party to be in violation of any applicable Law.

Section 7.19 Relationship of the Parties.

This Agreement does not form a partnership or joint venture between the Parties. This Agreement does not make either Party an agent or a legal representative of the other Party. The Parties shall not assume or create any obligation, liability, or responsibility, expressed or implied, on behalf of or in the name of the other Party.

Section 7.20 No Third Party Beneficiaries.

No Party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Parties. Each of the Parties hereto specifically intends that CMV and each entity comprising the MLP Group, whether or not a Party to this Agreement, shall be entitled to assert rights and remedies hereunder as third-party beneficiaries hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to any such entity. Except as set forth in this Section 7.20, the provisions of this Agreement are enforceable solely by the Parties, and no limited partner, member, or assignee of Chesapeake Management or a member of the MLP Group or other Person (including any Seconded Employee or other employee or service provider of any Party or any Affiliate thereof) shall have the right, separate and apart from the Parties, CMV and the members of the MLP Group, to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement.

Section 7.21 No Recourse Against Officers or Directors.

For the avoidance of doubt, the provisions of this Agreement shall not give rise to any right of recourse against any officer or director of any Party.

Section 7.22 Signatories Duly Authorized.

Each of the signatories to this Agreement represents that he is duly authorized to execute this Agreement on behalf of the Party for which he is signing, and that such signature is sufficient to bind the Party purportedly represented.

Section 7.23 Role of the Company From and After the Effective Time.

The Parties hereby acknowledge and agree that, from and after the Effective Time, the General Partner shall succeed to and assume all of the Company’s rights and obligations under the Original Agreement as reflected in this amendment and restatement of this Agreement. The Company is a Party to this Agreement solely for purposes of acknowledging the transfer of its rights and obligations in accordance with this Agreement but, from and after the Effective Time, the Company shall have no rights (except as otherwise provided in Sections 4.4 and 7.20) or obligations under this Agreement and it shall not be considered a Party to this Agreement for any other purpose.

[Signature page follows]

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AS WITNESS HEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives on the date herein above mentioned.

CHESAPEAKE ENERGY CORPORATION
By:	/s/ Jennifer M. Grigsby
Name:	Jennifer M. Grigsby
Title:	Senior Vice-President, Treasurer and Corporate Secretary
CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.
By:	/s/ Domenic J. Dell’Osso
Name:	Domenic J. Dell’Osso
Title:	Chief Financial Officer
CHESAPEAKE MIDSTREAM GP, L.L.C.
By:	J. Mike Stice
Name:	J. Mike Stice
Title:	Chief Executive Officer

EXECUTED by Chesapeake MLP Operating, L.L.C. for the limited purposes provided in Section 7.23.

CHESAPEAKE MLP OPERATING, L.L.C.
By:	J. Mike Stice
Name:	J. Mike Stice
Title:	Chief Executive Officer

EXECUTED by Chesapeake Operating, Inc. for the limited purposes provided in Section 7.8.

CHESAPEAKE OPERATING, INC.
By:	/s/ Jennifer M. Grigsby
Name:	Jennifer M. Grigsby
Title:	Senior Vice President, Treasurer
	and Corporate Secretary

Signature Page to Amended and Restated Employee Secondment Agreement

EXHIBIT A TO THE

AMENDED AND RESTATED

EMPLOYEE SECONDMENT AGREEMENT

This Exhibit A is attached to the Amended and Restated Employee Secondment Agreement (the “Agreement”) dated as of the Effective Time 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. All defined terms used herein shall have the same meaning as set forth in the Agreement.

All information must be filled in for this form to be valid. Unless otherwise indicated below, the start date for each employee named below is the Original Execution Date.

This Seconded Employee Schedule includes all Seconded Employees as of                     , 2010.

SECONDED EMPLOYEE SCHEDULE¹

Name of Seconded Employee Title and Job Function Shared Service Start Date End Date

CHESAPEAKE MIDSTREAM GP, L.L.C.		CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.
By:		By:
Name:	[____________________]	Name:	[____________________]
Title:	[____________________]	Title:	[____________________]
CHESAPEAKE ENERGY CORPORATION
By:
Name:	[____________________]
Title:	[____________________]

¹ UPDATE REQUIRED.

EXHIBIT B TO THE

AMENDED AND RESTATED

EMPLOYEE SECONDMENT AGREEMENT

This Exhibit B is attached the Amended and Restated Employee Secondment Agreement (the “Agreement”) dated as of the Effective Time, 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. All defined terms used herein shall have the same meaning as set forth in the Agreement.

ADDITION/REMOVAL/CHANGE OF RESPONSIBILITY

OF SECONDED EMPLOYEE

In accordance with Section 1.1 of the Agreement, the Parties hereto wish to add, remove, or change the responsibilities of the following Seconded Employees.

All information must be filled in for this form to be valid.

Name of Seconded Employee Title and Job Function Start Date End Date Status
(Add, Remove or Change)

CHESAPEAKE MIDSTREAM GP, L.L.C.		CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.
By:		By:
Name:	[____________________]	Name:	[____________________]
Title:	[____________________]	Title:	[____________________]
CHESAPEAKE ENERGY CORPORATION
By:
Name:	[____________________]
Title:	[____________________]

EXHIBIT C TO THE

AMENDED AND RESTATED

EMPLOYEE SECONDMENT AGREEMENT

DESIGNATED SECONDED EMPLOYEES

As of the Effective Time
Name	Effective Date
Robert S. Purgason	12/1/09
David C. Shiels	1/4/10
ADDITIONAL DESIGNATED SECONDED EMPLOYEES
Name	Effective Date

CHESAPEAKE MIDSTREAM GP, L.L.C.		CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.
By:		By:
Name:	[____________________]	Name:	[____________________]
Title:	[____________________]	Title:	[____________________]
CHESAPEAKE ENERGY CORPORATION
By:
Name:	[____________________]
Title:	[____________________]

EX-10.4

Exhibit 10.4

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.

TABLE OF CONTENTS

	ARTICLE I.
	DEFINITIONS
Section 1.1	Definitions.	2
	ARTICLE II.
	SECONDMENT
Section 2.1	Seconded Employees.	6
Section 2.2	Period of Secondment.	7
Section 2.3	Withdrawal or Resignation.	8
Section 2.4	Termination of Secondment.	8
Section 2.5	Supervision.	9
Section 2.6	Seconded Employee Qualifications.	9
Section 2.7	Benefit Plan Participation.	9
	ARTICLE III.
	GENERAL PARTNER EMPLOYEE SERVICES
Section 3.1	General Partner Employee Services.	10
Section 3.2	Cancellation of General Partner Employee Services.	10
Section 3.3	Workers’ Compensation.	10
	ARTICLE IV.
	SERVICES REIMBURSEMENT
Section 4.1	Operational, Management, Reporting and Routine Maintenance Expenses.	10
Section 4.2	Seconded Employees.	11
Section 4.3	Cash Incentive Compensation.	15
Section 4.4	Termination Costs.	15
Section 4.5	Equity Awards; Designated Seconded Employees.	17
	ARTICLE V.
	ALLOCATION; RECORDS; PAYMENT
Section 5.1	Allocation; Records.	18
Section 5.2	Payment.	18
	ARTICLE VI.
	TERM
Section 6.1	Term.	19

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	ARTICLE VII.
	GENERAL PROVISIONS
Section 7.1	Accuracy of Recitals.	19
Section 7.2	Choice of Law; Submission to Jurisdiction.	19
Section 7.3	Notices.	19
Section 7.4	Further Assurances.	21
Section 7.5	Entire Agreement.	21
Section 7.6	No Recourse.	22
Section 7.7	Effect of Waiver or Consent.	22
Section 7.8	Amendment or Modification; Release of COI.	22
Section 7.9	Counterparts.	23
Section 7.10	Severability.	23
Section 7.11	Force Majeure.	23
Section 7.12	Interpretation.	24
Section 7.13	Titles and Headings.	24
Section 7.14	Binding Effect.	24
Section 7.15	Time of the Essence.	24
Section 7.16	Delay or Partial Exercise Not Waiver.	24
Section 7.17	Withholding or Granting of Consent.	24
Section 7.18	Laws and Regulations.	25
Section 7.19	Relationship of the Parties.	25
Section 7.20	No Third Party Beneficiaries.	25
Section 7.21	No Recourse Against Officers or Directors.	25
Section 7.22	Signatories Duly Authorized.	25
Section 7.23	Role of the Company From and After the Effective Time.	25

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AMENDED AND RESTATED

EMPLOYEE SECONDMENT AGREEMENT

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.”

RECITALS:

WHEREAS, the Parties (other than the General Partner) and COI, previously entered into an Employee Secondment Agreement effective as of September 30, 2009, such date, the “Original Execution Date” as amended effective January 1, 2010, such agreement, the “Original Agreement” pursuant to which Chesapeake Management provides to the Company the employee services necessary to operate, manage and maintain the Business and seconds to the Company certain personnel employed by Chesapeake Management in connection with the Business;

WHEREAS, the Parties desire to amend and restate the Original Agreement, include the General Partner as a Party to this Agreement, and release COI and the Company from any future obligations under the Original Agreement, on the terms and conditions set forth herein;

WHEREAS, effective immediately prior to the closing of the initial public offering of the common units of Chesapeake Midstream Partners, L.P. (the “MLP” and such time, the “Effective Time”), the Company will become a wholly-owned subsidiary of the MLP and the MLP’s business and operations will thereafter be conducted and managed by the General Partner;

WHEREAS, the Parties desire that the services provided pursuant to this Agreement be provided to the General Partner from and after the Effective Time and that the rights and obligations of the Company be transferred to and assumed by the General Partner from and after the Effective Time;

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Chesapeake, Chesapeake Management, the General Partner and, for the limited purpose described in Section 7.23, the Company and, for the limited purpose described in Section 7.8, COI hereby agree as follows, effective as of the Effective Time:

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ARTICLE I.

DEFINITIONS

Section 1.1 Definitions.

As used in this Agreement, the following terms have the respective meanings set forth below:

“Affected Party” has the meaning set forth in Section 7.11.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by Contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Benefit Plans” means each employee benefit plan, as defined in Section 3(3) of ERISA, and any other material plan, policy, program, practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any Seconded Employee (or to any dependent or beneficiary thereof), including, without limitation, any stock bonus, stock ownership, stock option, stock purchase, stock appreciation rights, phantom stock, restricted stock or other equity-based compensation plans, policies, programs, practices or arrangements, and any bonus or incentive compensation plan, deferred compensation, profit sharing, holiday, cafeteria, medical, disability or other employee benefit plan, program, policy, agreement or arrangement sponsored, maintained, or contributed to by Chesapeake or any of its ERISA Affiliates, or under which Chesapeake or any ERISA Affiliate may have any obligation or liability, whether actual or contingent, in respect of or for the benefit of any Seconded Employee (but excluding workers’ compensation benefits (whether through insured or self-insured arrangements) and directors and officers liability insurance).

“Business” has the meaning set forth in Section 2.1.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in Oklahoma City or New York City are authorized or required by Law to be closed.

“Cause” has the meaning set forth in Section 4.2.

“Chesapeake” has the meaning set forth in the preamble.

“Chesapeake Trading Price” has the meaning set forth in Section 4.2.

“Chesapeake Entity” or “Chesapeake Entities” has the meaning set forth in Section 2.5.

“Chesapeake Equity Awards” has the meaning set forth in Section 4.5(b).

“Chesapeake Management” has the meaning set forth in the preamble.

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“Chesapeake Services Cost” means, with respect to a Shared Services Employee for a given month (or portion thereof), the product of (x) the Hourly Rate for such Shared Services Employee for such month, and (y) the aggregate number of hours or partial hours worked by such Shared Services Employee performing services for the Chesapeake Entities during such month.

“CMV” means Chesapeake Midstream Ventures, L.L.C., a Delaware limited liability company.

“Code” means the Internal Revenue Code of 1986, as amended.

“COI” has the meaning set forth in the preamble.

“Company” has the meaning set forth in the preamble.

“Designated Seconded Employee” has the meaning set forth in Section 4.5.

“Dispute Mechanism” has the meaning set forth in Section 4.1.

“Effective Time” has the meaning set forth in the recitals.

“End Date” has the meaning set forth in Section 2.2.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any entity that would be treated as a single employer with Chesapeake under Sections 414(b), (c) or (m) of the Code or Section 4001(b)(1) of ERISA.

“Force Majeure” has the meaning set forth in Section 7.11.

“General Partner” has the meaning set forth in the preamble.

“General Partner Employee Services” has the meaning set forth in Section 3.1.

“GP Shared Services Percentage” means, with respect to a Shared Services Employee as of any given date, the percentage obtained by dividing (x) the aggregate number of hours or partial hours worked by such Shared Services Employee performing services for the General Partner during the immediately preceding 12 months (or, if such Shared Services Employee has been a Seconded Employee for fewer than 12 months, then during such period of time as such Shared Services Employee has been a Seconded Employee), by (y) the aggregate number of hours or partial hours worked by such Shared Services Employee performing services for the General Partner and the Chesapeake Entities during the immediately preceding 12 months (or, if such Shared Services Employee has been a Seconded Employee for fewer than 12 months, then during such period of time as such Shared Services Employee has been a Seconded Employee).

“Governmental Authority” means any executive, legislative, judicial, regulatory or administrative agency, body, commission, department, board, court, tribunal, arbitrating body or authority of the United States or any foreign country, or any state, local or other governmental subdivision thereof.

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“Hourly Rate” means with respect to a Shared Services Employee for a given month, the Seconded Employee Expense for such Shared Services Employee for such month divided by the aggregate number of hours or partial hours worked by such Shared Services Employee performing services for the General Partner and the Chesapeake Entities during such month.

“Indebtedness” means, with respect to any specified Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for a deferred purchase price (other than trade payables incurred in the ordinary course of such Person’s business, consistent with past practice), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person under capital leases, (e) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, whether or not drawn, (f) all obligations of such Person created or arising under any conditional sale or title retention agreement, (g) the liquidation value or redemption price, as the case may be, of all preferred or redeemable stock of such Person, (h) all net obligations of such Person payable under any rate, currency, commodity or other swap, option or derivative agreement, (i) all obligations secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (other than Permitted Liens) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (j) all obligations of others guaranteed by such Person.

“Law” means all laws, common laws, Orders, statutes, codes, regulations, ordinances, rules, policies or other requirements with similar effect of any Governmental Authority or any binding provisions or interpretations of the foregoing.

“Liability” means, collectively, any Indebtedness, commitment, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation, contingency, responsibility or other liability, in each case, whether fixed or unfixed, asserted or unasserted, due or to become due, accrued or unaccrued, or absolute, contingent or otherwise.

“Loss” or “Losses” has the meaning set forth in Section 4.4(c).

“Medical Coverage” has the meaning set forth in Section 4.2.

“MICP” has the meaning set forth in Section 4.2.

“MICP Payment” has the meaning set forth in Section 4.2.

“MLP” has the meaning set forth in the recitals.

“MLP Group” means the MLP and its Subsidiaries.

“Order” means any judgments, orders, writs, injunctions, decisions, rulings, decrees or awards of any Governmental Authority.

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“Original Agreement” has the meaning set forth in the recitals.

“Original Execution Date” has the meaning set forth in the recitals.

“Party” or “Parties” has the meaning set forth in the preamble.

“Period of Secondment” has the meaning set forth in Section 2.1.

“Person” means any individual, partnership, joint venture, corporation, limited liability company, limited partnership, trust, unincorporated organization or Governmental Authority or any department or agency thereof.

“Reimbursable Severance Payments” has the meaning set forth in Section 4.2.

“Removed Employee” has the meaning set forth in Section 2.4.

“Savings Plan” has the meaning set forth in Section 4.5(b).

“Seconded Employee” or “Seconded Employees” has the meaning set forth in Section 2.1.

“Seconded Employee Expenses” has the meaning set forth in Section 4.2.

“Seconded Employee Schedule” has the meaning set forth in Section 2.1.

“Secondment” has the meaning set forth in Section 2.1.

“Services Agreement” means the Amended and Restated Services Agreement, effective as of the Effective Time of the initial public offering of the common units of the MLP, 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 Reimbursement” has the meaning set forth in Section 4.1.

“Severance Payments” has the meaning set forth in Section 4.2.

“Shared Services” has the meaning set forth in Section 2.5.

“Shared Services Employees” has the meaning set forth in Section 2.5.

“Shared Services Reduction Amount” has the meaning set forth in Section 4.2.

“Subsidiary” of any Person (the “Subject Person”) means any Person, whether incorporated or unincorporated, of which (i) at least 50% of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions, (ii) a general partner interest or (iii) a managing member interest, is directly or indirectly owned or controlled by the Subject Person or by one or more of its respective Subsidiaries.

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“Termination Costs” has the meaning set forth in Section 4.4(e).

“Transaction Documents” means (i) the documents set forth in the definition of “Transaction Documents” in the First Amended and Restated Agreement of Limited Partnership of the MLP, dated as of the date hereof, as such agreement is in effect on such date (the “MLP Agreement”), (ii) the Amended and Restated Limited Liability Company Agreement of CMV, dated as of August 3, 2010, by and among Chesapeake Midstream Holdings, L.L.C. (“Midstream Holdings”), the GIP Parties and CMV, (iii) the Purchase Agreement, dated as of September 24, 2009, by and among Midstream Holdings, Chesapeake Midstream Development, L.P. (“CMD”), Chesapeake, GIP-A Holding (CHK), L.P. (successor to GIP-A Acquisition (CHK), LLC), GIP-B Holding (CHK), L.P. (successor to GIP-B Acquisition (CHK), LLC), and GIP-C Holding (CHK), L.P. (successor to GIP-C Acquisition (CHK), LLC) (collectively, the “GIP Parties”), as amended by the Agreement and Amendment to the Purchase Agreement, dated as of August 3, 2010, by and among Midstream Holdings, CMD, Chesapeake, CMV and the GIP Parties, and (iv) the Voting Agreement, dated as of August 3, 2010, by and among the GIP Parties, Midstream Holdings and Chesapeake, in each case as may be amended, supplemented or restated from time to time.

“Transfer Agreement” means the Amended and Restated Employee Transfer Agreement dated as of the date hereof by and among the Parties.

“Transfer Date” has the meaning set forth in the Transfer Agreement.

ARTICLE II.

SECONDMENT

Section 2.1 Seconded Employees.

Exhibit A to this Agreement (the “Seconded Employee Schedule”) sets forth a true, complete and accurate list of each employee (each such employee and each other employee who is subsequently seconded to the General Partner in accordance with this Agreement, a “Seconded Employee” and collectively, the “Seconded Employees”) who, as of a date no later than five Business Days prior to the Effective Time and subject to the terms of this Agreement, Chesapeake Management agrees to second to the General Partner, and the General Partner agrees to accept such secondment, for the purpose of performing job functions related to the Business (the “Secondment”). Chesapeake represents and warrants that, in addition to setting forth the names of the Designated Seconded Employees (as defined below), the Seconded Employee Schedule constitutes a true, complete and accurate list of each employee primarily engaged in providing services for, or with respect to, the business of the MLP as described in the Registration Statement on Form S-1 (File No. 333-164905) (the “Business”) as of the date no fewer than five Business Days prior to the Effective Time. The Seconded Employees will remain at all times employees of Chesapeake Management but, in addition, they will also be joint employees of the General Partner during the Period of Secondment (as defined below) and shall, subject to Section 2.5, at all times during the Period of Secondment, work under the direction, supervision and control of the General Partner. Chesapeake Management will retain the right to hire or discharge the Seconded Employees with respect to their employment with Chesapeake Management; provided however, that Chesapeake Management shall consult with

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the General Partner prior to hiring an individual who will become a Seconded Employee, and will in good faith consider (i) hiring each individual as a Seconded Employee whom the General Partner so requests and (ii) refraining from hiring an individual as a Seconded Employee whom the General Partner desires not to hire. Subject to the provisions in Sections 2.2 and 2.5, none of Chesapeake, Chesapeake Management or any other Chesapeake Entity will otherwise exercise direction, supervision or control over the Seconded Employees, and Chesapeake and Chesapeake Management shall cause their Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) not to exercise direction, supervision or control over the Seconded Employees. For each Seconded Employee, the “Period of Secondment” shall be that period of time as set forth in Section 2.2. Seconded Employees shall have no authority or apparent authority to act on behalf of Chesapeake Management or any Chesapeake Entity when they are under the direction, supervision or control of the General Partner during the Period of Secondment. The Seconded Employee Schedule sets forth the names of the Seconded Employees, the job functions of the Seconded Employees and the starting date for the Period of Secondment for each Seconded Employee. Subject to the above proviso and Section 2.4, individuals may be added to, removed from or designated as Shared Services Employees on the Seconded Employee Schedule from time to time by the execution by the Parties (other than COI and the Company) of a completed “Addition/Removal/Change of Responsibility of Seconded Employee” form, the form of which is attached to this Agreement as Exhibit B, which will be fully binding on the Parties for all purposes under this Agreement. For the purpose of clarity, the Parties agree that Chesapeake Management may designate any Seconded Employee, other than a Designated Seconded Employee, as a Shared Services Employee on Exhibit B without the necessity of the Parties executing Exhibit B. Any such designation shall be subject to review and restriction/elimination by the General Partner under Section 2.5.

Section 2.2 Period of Secondment.

Chesapeake Management will second to the General Partner each Seconded Employee on the start date set forth on the Seconded Employee Schedule and continue to second, during the period (and only during the period) that the Seconded Employee is performing services for the General Partner, until the earliest of:

(a) the end of the term of this Agreement in accordance with Section 6.1;

(b) the end date, if any, set forth for the Seconded Employee on the Seconded Employee Schedule (or another end date for such Seconded Employee as mutually agreed in writing by the Parties) (the “End Date”);

(c) a withdrawal from the Secondment or resignation or termination of employment with respect to such Seconded Employee;

(d) six (6) months (or such earlier date as may be determined by the General Partner in its sole discretion) following the date on which Chesapeake Midstream Holdings, L.L.C. or its affiliates ceases to own at least 25 percent of the issued and outstanding voting equity of Chesapeake Midstream Ventures, L.L.C. and the General Partner has entered into satisfactory arrangements which it determines, in good faith, will provide it with suitable qualified and experienced full-time or seconded employees necessary to operate, manage and maintain the Business; or

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(e) a termination of Secondment for such Seconded Employee by the General Partner under Section 2.4.

At the end of the Period of Secondment for any Seconded Employee, such Seconded Employee will no longer be subject to the direction of the General Partner with regard to the Seconded Employee’s day-to-day activities unless such individual thereafter otherwise becomes employed by the General Partner.

Section 2.3 Withdrawal or Resignation.

Chesapeake Management will use commercially reasonable efforts to prevent any early withdrawal from the Secondment or resignation from employment of the Seconded Employees prior to the end of such Seconded Employee’s Period of Secondment. If any Seconded Employee tenders his resignation of employment to Chesapeake Management, Chesapeake Management will promptly notify the General Partner. If any Seconded Employee tenders a withdrawal from his Secondment, the General Partner will promptly notify Chesapeake Management.

Section 2.4 Termination of Secondment.

The General Partner will have the right to terminate the Secondment to it of any Seconded Employee for any reason at any time (such terminated Seconded Employees referred to as “Removed Employees”). Except as contemplated in Section 2.2(a), (b), (c) and (d), Chesapeake Management will have no right to terminate the Secondment to the General Partner of any Seconded Employee without the prior written consent of the General Partner (which may be through the execution of a completed Addition/Removal/Change of Responsibility of Seconded Employee form). Upon the termination of any Seconded Employee’s Period of Secondment by Chesapeake Management without the prior written consent of the General Partner, Chesapeake Management will be solely liable for any costs or expenses associated with the termination of the Secondment, except as otherwise provided in this Agreement. Upon the termination of a Secondment, the Seconded Employee will cease performing services for the General Partner. At no time will the General Partner have the right to terminate the employment with Chesapeake Management of the Seconded Employees. Chesapeake Management shall in its sole discretion determine whether the employment by Chesapeake Management of any such Removed Employee shall be terminated following the termination of such Removed Employee’s Secondment or whether such Removed Employee shall be redeployed by Chesapeake Management. Notwithstanding the foregoing, neither Chesapeake Management nor any of its Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) will, within the nine (9) month period following termination, hire or reassign a Seconded Employee whose Secondment is terminated by the Seconded Employee or Chesapeake Management.

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Section 2.5 Supervision.

In the course and scope of performing any Seconded Employee’s job functions for the General Partner, the Seconded Employee will report into the General Partner’s management structure, and will be under the direct management and supervision of the General Partner.

During the Period of Secondment when the Seconded Employee is under the direction, supervision and control of the General Partner, the General Partner shall:

(a) have ultimate and full responsibility for the daily work assignments of the Seconded Employees, including supervision of their day-to-day work activities and performance consistent with the purposes stated in Section 2.1 and the job functions set forth in the Seconded Employee Schedule; and

(b) set and maintain the hours of work and the holidays and vacation schedules that are consistent with the hours of work and the holidays and vacation schedules of Chesapeake Management and determine the training to be provided to the Seconded Employees.

It is recognized by the Parties that certain Seconded Employees will, on a limited basis, perform services (the “Shared Services”) for Chesapeake Management or its Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) (each, a “Chesapeake Entity” and collectively, the “Chesapeake Entities”). Seconded Employees who will perform Shared Services are designated as “Shared Services Employees” on Exhibits A and B to this Agreement (as the same may be revised pursuant to Section 2.1). When these Shared Services Employees are performing services for the Chesapeake Entities, the Chesapeake Entities will have the responsibility for the assignment of duties and supervision of these Shared Services Employees. If upon review of the hours a Shared Services Employee has worked on Chesapeake Entity matters, the General Partner wishes to restrict further or eliminate such work for Chesapeake Entities by a Shared Services Employee, the General Partner will give Chesapeake Management at least 30 days’ notice of that restriction or elimination. After the expiration of the 30-day notice period, the level of work for Chesapeake Entities by the Shared Services Employee addressed in the notice will be governed by the restriction or elimination stated by the General Partner in its notice.

Section 2.6 Seconded Employee Qualifications.

Chesapeake Management will use commercially reasonable efforts consistent with past practice to provide suitably qualified and experienced field-level Seconded Employees necessary to operate, manage and maintain the Business. Chesapeake Management does not warrant that the Secondment of the Seconded Employees will permit the General Partner or the MLP to achieve any specific results.

Section 2.7 Benefit Plan Participation.

None of CMV, the General Partner, the MLP or any of their Subsidiaries shall be a participating employer in any Benefit Plan during the Period of Secondment. Subject to the General Partner’s reimbursement obligations hereunder, Chesapeake Management and its

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Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) shall remain solely responsible for all obligations and Liabilities arising under the express terms of the Benefit Plans, and during the Period of Secondment, none of CMV, the General Partner, the MLP or any of their Subsidiaries shall assume any Benefit Plan or have any obligations or Liabilities arising under the express terms of the Benefit Plans, in each case except for cost reimbursement pursuant to this Agreement.

ARTICLE III.

GENERAL PARTNER EMPLOYEE SERVICES

Section 3.1 General Partner Employee Services.

Those services provided by the Seconded Employees shall be referred to herein as the “General Partner Employee Services”.

Section 3.2 Cancellation of General Partner Employee Services.

The General Partner may terminate any of the General Partner Employee Services on 30 days’ prior written notice to Chesapeake Management; provided, however, that a complete termination of all General Partner Employee Services shall be subject to the notice provisions of the last sentence of Section 6.1. In the event the General Partner terminates the General Partner Employee Services, the General Partner shall pay Chesapeake Management the monthly installment for the last month (or portion thereof) in which it received such terminated services. Upon payment thereof, the General Partner shall have no further services payment obligations to Chesapeake Management pursuant to this Agreement with respect to such terminated services.

Section 3.3 Workers’ Compensation.

During the Period of Secondment, Chesapeake Management will maintain workers’ compensation insurance (either through an insurance company or qualified self-insured program) which shall include and afford coverage to the Seconded Employees. Chesapeake Management will name the General Partner as an additional named insured under such insurance policy or qualified self-insured program. Prior to being assigned any duties by the General Partner, each Seconded Employee must sign an acknowledgement that the Seconded Employee is an employee during the Period of Secondment of both Chesapeake Management and the General Partner and that for any work place injury, the Seconded Employee’s sole remedy will be under the workers’ compensation insurance policy or qualified self-insured program of Chesapeake Management. Notwithstanding the foregoing, nothing herein shall preclude a Seconded Employee from participating in benefit programs generally available to employees of Chesapeake Management.

ARTICLE IV.

SERVICES REIMBURSEMENT

Section 4.1 Operational, Management, Reporting and Routine Maintenance Expenses.

On or before the forty-fifth day after the end of each month during the Period of Secondment, Chesapeake Management shall send an itemized invoice (in a form mutually agreed

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upon by the General Partner and Chesapeake Management) to the General Partner detailing all reimbursable expenses under Section 4.2 incurred by Chesapeake Management with respect to the Seconded Employees in connection with the performance of the General Partner Employee Services during the preceding month (the “Services Reimbursement”). The General Partner shall, within 30 days of receipt, pay such invoice to the extent that the amounts therein are not disputed by the General Partner pursuant to the dispute resolution procedures provided for in the Services Agreement (the “Dispute Mechanism”). With respect to any disputed amounts that are determined to be owing to Chesapeake Management through the Dispute Mechanism, such amounts will be paid within 10 days of such determination or at such earlier or later time as provided in the Dispute Mechanism.

Section 4.2 Seconded Employees.

4.2.1 Services Reimbursement. Subject to Sections 4.2.2, 4.4 and 4.5, the Services Reimbursement for each month during the Period of Secondment shall include all costs and expenses incurred for such month by Chesapeake Management for the Seconded Employees, including the costs and expenses set forth below.

(a) salary, wages and cash bonuses (including payroll and withholding taxes associated therewith);

(b) 401(k) plan administration costs, any cash expense for matching 401(k) contributions made by Chesapeake Management, any deferred compensation plan administration costs and any cash expense for deferred compensation plan matching contributions made by Chesapeake Management; provided, however, that if matching 401(k) contributions and/or matching deferred compensation contributions are made by means of a contribution of either newly-issued or treasury shares of common stock of Chesapeake, the costs and expenses calculated with respect to each such share contributed shall be equal to the Chesapeake Trading Price on the date of the applicable contribution;

(c) the vesting of any restricted stock, whether granted before or during the Period of Secondment (calculated as set forth below);

(d) amounts paid pursuant to awards made under the Chesapeake Midstream Management Incentive Compensation Plan (“MICP”) to the Seconded Employee during his or her Period of Secondment to the extent such payments are paid in cash by a Chesapeake Entity or, if paid in Units (as defined in the MICP), to the extent of the Chesapeake Entity’s out-of-pocket costs in acquiring such Units (which, for the avoidance of doubt, (i) shall include any awards granted during the Seconded Employee’s Period of Secondment but paid after the termination of such Period of Secondment, and (ii) shall not include the cost of any income tax or other tax liabilities of the Chesapeake Entities with respect to the acquisition or payment of Units) (“MICP Payments”);

(e) cash or premiums paid, or expenses incurred, with respect to vacation, sick leave, short term disability benefits, personal leave and maternity;

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(f) medical, dental and prescription drug coverage (“Medical Coverage”);

(g) flexible benefits plan, including medical care and dependent care expense reimbursement programs;

(h) disability insurance;

(i) workers’ compensation benefits;

(j) life insurance and accidental death and dismemberment insurance;

(k) Reimbursable Severance Payments (as defined below), if any;

(l) Termination Costs, to the extent provided in Section 4.4 below;

(m) Business travel expenses and other Business expenses reimbursed in the normal course by Chesapeake Management such as subscriptions to Business related periodicals and dues to professional business organizations;

(n) any other employee benefit customarily provided to all employees by Chesapeake Management for which Chesapeake Management incurs costs;

(o) all sporting event tickets furnished to Seconded Employees in a manner consistent with Chesapeake Management’s practice of furnishing such tickets to its employees other than Seconded Employees (calculated and reimbursable in accordance with Section 4.2.3(e) below); and

(p) any sales taxes imposed upon the provision of any taxable General Partner Employee Services under this Agreement provided, that, the General Partner and Chesapeake Management contemplate that the General Partner Employee Services provided pursuant to this Agreement are not taxable services for sales and use tax purposes.

The costs and expenses described in (a) through (p) above are referred to as “Seconded Employee Expenses.” Where it is not reasonably practicable to determine the amount of such a cost or expense, the General Partner and Chesapeake Management shall mutually agree on the method of determining or estimating such cost or expense.

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4.2.2 Reduction and Pro Ration for Shared Services.

(a) With respect to each Shared Services Employee, Chesapeake Management will require such Shared Services Employee to record, in quarter hour increments, the number of hours worked by such Shared Services Employee providing services to the Chesapeake Entities and the number of hours worked by such Shared Services Employee providing services to the General Partner. For each month during the Period of Secondment, the amount of the Services Reimbursement payable by the General Partner with respect to such month shall be reduced by an amount equal to the aggregate Chesapeake Services Costs for all Shared Services Employees for such month. In addition, business travel and other business expenses reimbursed in the normal course by a Chesapeake Entity and incurred to facilitate the provision of the Shared Employee Services during a month will be deducted from the Services Reimbursement due under Section 4.1 for such month. The aggregate amount of reduction against the Services Reimbursement for Shared Services Employees pursuant to this paragraph shall be referred to herein as the “Shared Services Reduction Amount.”

(b) Notwithstanding anything contained in this Section 4.2 or Section 4.4, the amount of any Reimbursable Severance Payment and/or Termination Costs payable by the General Partner with respect to Shared Services Employees shall be equal to the product of (x) the amount of the Reimbursable Severance Payment or Termination Costs, as applicable, and (y) the GP Shared Services Percentage; provided, however, that Termination Costs with respect to Shared Services Employees that relate to or arise out of any claim of discrimination or other illegality in connection with such termination that is attributable to actions or omissions by the General Partner or its employees or events that occur in the course of the services performed by such Shared Services Employee to the General Partner shall not be subject to this Section 4.2.2(b), but shall be reimbursable, if at all, in accordance with Section 4.4(a).

4.2.3 Calculation of Certain Reimbursable Amounts.

(a) With respect to Medical Coverage, Chesapeake Management shall maintain or participate in a stop loss insurance policy at a threshold coverage level of no more than $250,000, applicable on a per covered individual basis and, in the event a covered individual’s claims trigger reimbursement under such stop loss insurance policy with respect to claims incurred during the Period of Secondment, the full amount of such reimbursement will be provided to the General Partner. The cost of maintaining such stop loss insurance coverage with respect to the Seconded Employees and their covered dependents shall be included in the Seconded Employee Expenses.

(b) The costs and expenses calculated with respect to the vesting of each share of restricted stock shall be equal to the lesser of (i) the Chesapeake Trading Price stock on the date of grant and (ii) the Chesapeake Trading Price on the date of vesting. For purposes of this Agreement, “Chesapeake Trading Price” on an applicable date shall be the per share closing trading price of a share of Chesapeake common stock on such date, as listed by the New York Stock Exchange provided, that, if the applicable date is not a trading day, the applicable per share closing trading price shall be the per share closing trading price on the trading day immediately preceding the applicable date.

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(c) For purposes of this Agreement, “Severance Payments” shall mean the severance payments and benefits paid to a Seconded Employee or Removed Employee in return for a release of claims which includes the General Partner and its Affiliates as named releasees, in an amount equal to the greater of (i) the severance payments and benefits due to such Seconded Employee or Removed Employee under an employment agreement between Chesapeake Management and such Seconded Employee or Removed Employee and (ii) the severance payments and benefits due to such Seconded Employee or Removed Employee under a severance policy or program mutually agreed upon between Chesapeake Management and the General Partner, provided, that the term “Severance Payments” shall not include any amounts payable in connection with a termination of employment of a Seconded Employee or Removed Employee by Chesapeake Management that occurs more than 90 days after Chesapeake Management receives notice from the General Partner of the termination of such Removed Employee’s Secondment.

(d) For the purposes of this Agreement, “Reimbursable Severance Payments” shall mean all Severance Payments made (i) to Removed Employees whom the General Partner terminates from Secondment for reasons other than Cause (as defined below), (ii) to Removed Employees whom the General Partner terminates from Secondment for any reason after the first anniversary of the commencement of such Seconded Employee’s Secondment, (iii) to Seconded Employees as of the Offer Date (as defined in the Employee Transfer Agreement) to whom the General Partner does not provide an offer of employment on or prior to the Offer Date in accordance with Section 2.1 of the Amended and Restated Employee Transfer Agreement among the Parties and (iv) to Seconded Employees who decline an offer of employment from the General Partner made on or prior to the Offer Date that would require Geographic Relocation (as defined in the Employee Transfer Agreement). Notwithstanding the foregoing, in no event shall any severance payment or benefit provided to a Transferred Employee (as defined in the Employee Transfer Agreement) by reason of a termination of his or her employment from Chesapeake Management or any Affiliate thereof that results solely from the transfer of his or her employment to the General Partner constitute a Reimbursable Severance Payment for purposes of this Agreement. For the purposes of this Agreement, “Cause” shall mean the termination of a Seconded Employee’s Secondment by the General Partner because of unsatisfactory performance or as a result of dishonesty, unethical conduct, insubordination or violation of General Partner work rules as established by the General Partner from time to time.

(e) The costs and expenses calculated with respect to the provision of all sporting event tickets to Seconded Employees shall be equal to the actual cost incurred based on an arms length and non-discriminatory agreement between the Chesapeake Entities and the General Partner; provided that the amount of any costs and expenses reimbursable by the General Partner under this Agreement and any other agreement (including, without limitation, the Shared Services Agreement and the Services Agreement, each as defined in the MLP Agreement) with respect to the provision of sporting event tickets shall not exceed $200,000 per annum in the aggregate. Notwithstanding Section 4.1 above, the costs and expenses of providing all sporting event tickets to the Seconded Employees shall be reimbursed by the General Partner on an annual basis (as opposed to a monthly basis).

Except to the extent expressly provided in this Section 4.2, the General Partner shall have no obligation to reimburse Chesapeake Management for any Severance Payment or any other separation payment or severance benefit provided by Chesapeake Management or any Affiliate thereof to any Seconded Employee.

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Section 4.3 Cash Incentive Compensation.

Notwithstanding anything herein to the contrary, if the Transfer Date under the Secondment Agreement occurs other than on December 31 of any year during the Period of Secondment, with respect to all Seconded Employees, the Services Reimbursement shall include the amounts, if any, of all cash bonus and other cash incentive compensation payments that would be payable to the Seconded Employees through the Transfer Date under the terms and conditions of the applicable Benefit Plans (except that Chesapeake Management may, in its discretion, consider continued employment by Chesapeake Management through the Transfer Date as satisfying any requirement under any such Benefit Plan of continued employment through year end or date of payment) and such amounts shall be determined on a pro-rated basis for the year that includes the Transfer Date based on the number of days that the Seconded Employee was actually seconded to the General Partner hereunder during the year in which the Transfer Date occurred. Notwithstanding the foregoing, the provisions of this Section 4.3 shall not apply to MICP Payments, and 100% of the MICP Payments attributable to awards made to a Seconded Employee during his or her Period of Secondment (regardless of whether such award is actually paid during or after the termination of the Seconded Employee’s Period of Secondment) shall be included in the Services Reimbursement and the Seconded Employee Expenses to the extent that such MICP Payments are actually paid by a Chesapeake Entity and to the extent provided in Section 4.2; provided, however, that with respect to a Seconded Employee whose Secondment is terminated but who remains employed by a Chesapeake Entity following such termination of Secondment, the amount of the MICP Payments includable in the Services Reimbursement shall not exceed the amount of such MICP Payments that were actually paid and to the extent provided in Section 4.2 but multiplied by a fraction the numerator of which equals the number of days in such Seconded Employee’s Period of Secondment and the denominator of which equals the number of days in such Seconded Employee’s Period of Secondment plus the number of days of his or her post-Secondment employment with a Chesapeake Entity through the applicable payment date under the MICP.

Section 4.4 Termination Costs.

(a) Except as otherwise expressly provided in this Agreement, the General Partner shall reimburse Chesapeake Management for any and all Termination Costs arising out of or in any way connected with or related to claims by a Seconded Employee concerning the termination of employment of such Seconded Employee to the extent such Termination Costs are attributable to actions, omissions or events by the General Partner or its employees that occur during such Seconded Employee’s Period of Secondment (and, in the case of a Removed Employee who is terminated by Chesapeake Management within 90 days after the date on which Chesapeake Management is notified by the General Partner that the employee has become a Removed Employee, such Termination Costs attributable to actions, omissions or events that occur during such 90 day period). Notwithstanding anything contained herein, with respect to the Shared Services Employees, the General Partner shall have no obligation or liability with respect to Termination Costs arising out of or relating to the services provided by such Shared Services Employees to the Chesapeake Entities.

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(b) As to all Chesapeake Management employees who do not become Seconded Employees, Chesapeake Management shall be solely responsible for any and all Termination Costs, Severance Payments and other severance costs and benefits relating to the employment by Chesapeake Management of such Chesapeake Employees for all periods ending on or before the Transfer Date.

(c) Chesapeake Management will indemnify, defend and hold harmless CMV, the MLP, the General Partner and their respective subsidiaries, directors, officers and employees against any and all costs, expenses (including reasonable attorneys’ fees), claims, demands, losses, liabilities, obligations, actions, lawsuits and other proceedings, judgments and awards (each, a “Loss” and collectively, the “Losses” ) arising out of or in any way connected with or related to claims by a Seconded Employee concerning the termination of employment of such Seconded Employee by Chesapeake Management in the event such termination of employment is effected without the prior written consent of the General Partner, even though such Losses may be caused in part by the negligence of the General Partner, except to the extent that (i) such Losses arise out of or result from the gross negligence or willful misconduct of the General Partner or (ii) Chesapeake Management terminates such Seconded Employee’s employment as the result of the Seconded Employee’s (X) willful commission of an act of theft, fraud or dishonesty in connection with such Seconded Employee’s Secondment or employment with Chesapeake Management; (Y) willful disclosure of Chesapeake Management’s confidential or proprietary information; or (Z) continued failure or refusal to adhere to Chesapeake Management’s employment policies, including policies prohibiting employment discrimination and harassment, after receiving written notice of any such failure or refusal.

(d) Chesapeake Management will indemnify, defend and hold harmless CMV, the MLP, the General Partner and their respective subsidiaries, directors, officers and employees against any and all Losses arising out of or in any way connected with or related to claims by a Seconded Employee concerning the termination of the Secondment of such Seconded Employee by Chesapeake Management without the prior written consent of the General Partner, even though such Losses may be caused in part by the negligence of the General Partner, except to the extent that (i) such Losses arise out of or result from the gross negligence or willful misconduct of the General Partner or (ii) Chesapeake Management terminates such Seconded Employee’s Secondment as the result of the Seconded Employee’s (X) willful commission of an act of theft, fraud or dishonesty in connection with the Seconded Employee’s Secondment or employment with Chesapeake Management; (Y) willful disclosure of Chesapeake Management’s confidential or proprietary information; or (Z) continued failure or refusal to adhere to Chesapeake Management’s employment policies, including policies prohibiting employment discrimination and harassment, after receiving written notice of any such failure or refusal. This indemnity does not apply to any Removed Employee.

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(e) For purposes of this Agreement, “Termination Costs” shall mean all liabilities incurred in connection with or arising out of the termination of employment (whether actual or constructive) with Chesapeake Management of any Seconded Employee, including liabilities relating to or arising out of any claim of discrimination or other illegality in connection with such termination, including cost of defense of such claims, but excluding Severance Payments, provided, that “Termination Costs” shall not include any amount to the extent that such amount arises out of or results from the gross negligence or willful misconduct of Chesapeake Management or any Affiliate of Chesapeake Management (other than CMV, the General Partner, the MLP or any of their subsidiaries).

Section 4.5 Equity Awards; Designated Seconded Employees.

(a) During the Period of Secondment, Chesapeake may continue to grant Seconded Employees who are not Designated Seconded Employees (as defined below) equity-related compensation awards pursuant to the Chesapeake Energy Corporation Amended and Restated Long Term Incentive Plan, the Chesapeake Energy Corporation 2003 Stock Incentive Plan and/or such other equity incentive compensation plan as has been or may be adopted by Chesapeake, in accordance with customary business practices applicable to employees of Chesapeake Management. Any such awards shall provide for vesting to continue based on service with Chesapeake Management, the General Partner and any of their respective Affiliates and, with respect to any such awards that are options, if the Seconded Employee accepts employment with the General Partner after the Period of Secondment, the transfer of such employment shall not be considered a termination of employment that would trigger the beginning of any post-termination option exercise period.

(b) Notwithstanding anything contained herein, each of Chesapeake and Chesapeake Management hereby agree that, during the Period of Secondment and during any other time at which a Designated Seconded Employee is employed by the General Partner, it shall not, and shall cause its Affiliates, other than the General Partner, not to, grant, issue or award such Designated Seconded Employee any equity or equity-based award with respect to securities of Chesapeake or such entity, including without limitation, shares of restricted or unrestricted stock, stock options, restricted stock units or stock appreciation rights (collectively, “Chesapeake Equity Awards”). The Parties hereby agree that in no event shall the General Partner have any obligation or liability with respect to any Chesapeake Equity Award granted to a Designated Seconded Employee, and that no cost or expense of or relating to any such Chesapeake Equity Award shall constitute a Seconded Employee Expense or be part of the Services Reimbursement hereunder. For purposes of this Agreement, “Designated Seconded Employees” shall mean those individuals listed on Exhibit C hereto and

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such other individuals identified as “Designated Seconded Employees” by mutual written agreement of the General Partner and Chesapeake Management, which agreement may be evidenced by their execution of an updated Exhibit C. For the avoidance of doubt, awards pursuant to the MICP shall not be considered Chesapeake Equity Awards for purposes of this Agreement. Further, notwithstanding anything to the contrary in this Section 4.5, Chesapeake and its Affiliates shall not be prohibited from making matching employer contributions in the form of Chesapeake common stock to the accounts of the Designated Seconded Employees under the Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan or any successor 401(k) plan (the “Savings Plan”), in accordance with the provisions of the Savings Plan that apply generally to all eligible participants under such plan.

ARTICLE V.

ALLOCATION; RECORDS; PAYMENT

Section 5.1 Allocation; Records.

Chesapeake Management will maintain auditable records of the direct and indirect costs of the Seconded Employee Expenses that reflect the General Partner Employee Services, the Services Reimbursement and the Shared Services Reduction Amount. The General Partner and its representatives will have the right from time to time, during regular business hours and on reasonable prior notice, to audit such records and such other records as the General Partner may reasonably require in connection with its verification of the Seconded Employee Expenses, the Services Reimbursement and the Shared Services Reduction Amount during regular business hours and on reasonable prior notice. Based on these records, the General Partner may request adjustments under Section 4.2 above. Upon request, the General Partner will provide to Chesapeake Management such information that is within the General Partner’s control as is necessary to allow Chesapeake Management to keep and maintain books/records reflecting hours worked and costs and expenses incurred in connection with each of the Seconded Employees, including for Shared Services. Chesapeake Management will have the right from time to time upon its reasonable request to audit such information and books/records maintained by the General Partner during regular business hours and on reasonable prior notice.

Section 5.2 Payment.

The General Partner and Chesapeake Management acknowledge and agree that Chesapeake Management shall be responsible for paying the Seconded Employee Expenses (or providing the employee benefits with respect thereto, as applicable) to the Seconded Employees but that the General Partner shall be responsible for reimbursing Chesapeake Management for the Seconded Employee Expenses to the extent provided under Section 4.2 of this Agreement. Subject to the General Partner’s responsibility to so reimburse Chesapeake Management, Chesapeake Management agrees to indemnify and hold CMV, the MLP, the General Partner and their subsidiaries harmless from any and all Losses incurred by such entities related to Chesapeake Management’s failure to carry out its duties for the payment of the Seconded Employee Expenses for Seconded Employees or the provision of the employee benefits related thereto, as set forth above, except to the extent that such Losses arise solely out of or result solely from the gross negligence or willful misconduct of the General Partner.

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ARTICLE VI.

TERM

Section 6.1 Term.

The term of this Agreement commenced on the Original Execution Date and will continue for an initial period of five (5) years thereafter. Upon the expiration of the initial five year period, the term of this Agreement shall automatically extend for an additional 12-month period, unless any Party provides at least 90 days’ prior written notice to the other Parties prior to the expiration of such initial period, that such Party wishes for this Agreement to expire at the end of the initial five-year period. After the initial 12-month renewal period, the term of this Agreement shall automatically extend for additional consecutive 12-month periods, unless any Party provides prior written notice, at least 90 days prior to the expiration of the applicable 12-month period, that such Party wishes for this Agreement to expire at the end of such 12-month period. Upon proper notice by a Party to the other Parties, in accordance with this Article VI, that such Party wishes for this Agreement to expire on the expiration of the applicable five year or 12-month period, this Agreement shall not automatically extend, but shall instead expire upon the expiration of the applicable five-year or 12-month period and only those provisions that, by their terms, expressly survive this Agreement shall so survive. Notwithstanding the foregoing, the General Partner may terminate this Agreement at any time, upon 90 days’ prior written notice to Chesapeake Management, and only those provisions that, by their terms, expressly survive this Agreement shall so survive.

ARTICLE VII.

GENERAL PROVISIONS

Section 7.1 Accuracy of Recitals.

The paragraphs contained in the recitals to this Agreement are incorporated in this Agreement by this reference, and the Parties to this Agreement acknowledge the accuracy thereof.

Section 7.2 Choice of Law; Submission to Jurisdiction.

This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware except that the Parties recognize that to the extent that any term of this Agreement must be interpreted in light of the law of the state in which a Seconded Employee is employed, those terms shall be interpreted accordingly.

Section 7.3 Notices.

Any notice, demand or communication required or permitted under this Agreement shall be in writing and delivered personally, by reputable courier or by telecopier, and shall be deemed to have been duly given as of the date and time reflected on the delivery receipt, if delivered

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personally or sent by reputable courier service, or on the automatic telecopier receipt, if sent by telecopier, addressed as follows:

Chesapeake Midstream Management, L.L.C.

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

Attn: Nick Dell’Osso

Fax: (405) 849-6125

Chesapeake Energy Corporation

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

Attn: Nick Dell’Osso

Fax: (405) 849-6125

Chesapeake Midstream Partners, L.L.C.

777 NW Grand Boulevard

Oklahoma City, Oklahoma 73118

Attn: J. Mike Stice

Fax (405) 849-6134

and

Nick Dell’Osso

Fax: (405) 849-6125

Chesapeake Midstream GP, L.L.C.

777 NW Grand Boulevard

Oklahoma City, Oklahoma 73118

Attn: J. Mike Stice

Fax (405) 849-6134

and

Nick Dell’Osso

Fax: (405) 849-6125

With a copy to:

Global Infrastructure Management, LLC.

12 East 49th Street

38th Floor

New York City, NY 10017

Attn: Salim Samaha

Fax: (646) 282-1599

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With a copy to:

Global Infrastructure Management UK Limited

Cardinal Place, 80 Victoria Street

London SW1E 5JL

United Kingdom

Attn: Joseph Blum

Fax: +44 207 798 0530

With a copy to:

Latham & Watkins LLP

885 Third Avenue

New York City, NY 10022

Attn: Edward Sonnenschein

Fax: (212) 751-4864

With a copy to:

Vinson & Elkins LLP

1001 Fannin, Suite 2500

Houston, TX 77002-6760

Attn: Dorene B. Cohen

Fax: (713) 615-5974

A Party may change its address for the purposes of notices hereunder by giving notice to the other Parties specifying such changed address in the manner specified in this Section 7.3.

Section 7.4 Further Assurances.

The Parties agree to execute such additional instruments, agreements and documents, and to take such other actions, as may be necessary to effect the purposes of this Agreement.

Section 7.5 Entire Agreement.

This Agreement, together with the other Transaction Documents, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby or in the other Transaction Documents, whether oral or written. Without limiting the foregoing, each of the Parties acknowledges and agrees that (i) this Agreement is being executed and delivered in connection with each of the other Transaction Documents and the transactions contemplated hereby and thereby, (ii) the performance of this Agreement and the other Transaction Documents and expected benefits herefrom and therefrom are a material inducement to the willingness of the Parties to enter into and perform this Agreement and the other Transaction Documents and the transactions described herein and therein, (iii) the Parties would not have been willing to enter into this Agreement in the absence of the entrance into, performance of, and the economic interdependence of, the Transaction Documents, (iv) the

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execution and delivery of this Agreement and the other Transaction Documents and the rights and obligations of the Parties hereto and thereto are interrelated and part of an integrated transaction effected pursuant to the terms of this Agreement and the other Transaction Documents, (v) irrespective of the form such documents have taken, or otherwise, the transactions contemplated by this Agreement and the other Transaction Documents are necessary elements of one and the same overall and integrated transaction, (vi) the transactions contemplated by this Agreement and by the other Transaction Documents are economically interdependent and (vii) such Party will cause any of its successors or permitted assigns to expressly acknowledge and agree to this Section 7.5 prior to any assignment or transfer of this Agreement, by operation of law or otherwise.

Section 7.6 No Recourse.

No Party hereto nor any Affiliate of a Party hereto shall assert or threaten, and each Party hereto hereby waives, and shall cause such Affiliates to waive, any claim or other method of recovery, in contract, in tort or under applicable Law, against any Person that is not a Party hereto (or a successor to a Party hereto) relating to this Agreement. Without limiting the foregoing, and notwithstanding any other provision of this Agreement to the contrary, this Agreement may be enforced only against the named parties hereto. All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, may be made only against the entities that are expressly identified as parties hereto; and no past, present or future Affiliate of any party hereto, or any director, manager, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney or representative of any such party or Affiliate (including any Person negotiating or executing this Agreement on behalf of a party hereto), unless party to this Agreement, shall have any Liability or obligation with respect to this Agreement or with respect to any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including a representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement).

Section 7.7 Effect of Waiver or Consent.

No waiver or consent, express or implied, by any Party to or of any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any other Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run.

Section 7.8 Amendment or Modification; Release of COI.

This Agreement may be amended or modified from time to time only by the written agreement of Chesapeake and the General Partner. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement. The signatory Parties acknowledge and agree that, from and after the Effective

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Time, COI is hereby released from any future obligations under the Original Agreement. COI is a Party to this Agreement solely for purposes of acknowledging its release from future obligations in accordance with this Agreement but, from and after the Effective Time, COI shall have no rights or obligations under this Agreement and it shall not be considered a Party to this Agreement for any other purpose.

Section 7.9 Counterparts.

This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 7.10 Severability.

If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by Law.

Section 7.11 Force Majeure.

To the extent any Party is prevented by Force Majeure from performing its obligations, in whole or in part, under this Agreement, and if such Party (“Affected Party”) gives notice and details of the Force Majeure to the other Parties as soon as reasonably practicable, then the Affected Party shall be excused from the performance with respect to any such obligations (other than the obligation to make payments). Each notice of Force Majeure sent by an Affected Party to the other Parties shall specify the event or circumstance of Force Majeure, the extent to which the Affected Party is unable to perform its obligations under this Agreement, and the steps being taken by the Affected Party to mitigate and to overcome the effects of such event or circumstances. The non-Affected Parties shall not be required to perform their obligations to the Affected Party corresponding to the obligations of the Affected Party excused by Force Majeure (including, for the avoidance of doubt, the payment of fees or other amounts with respect to any affected Seconded Employees). A Party prevented from performing its obligations due to Force Majeure shall use commercially reasonable efforts to mitigate and to overcome the effects of such event or circumstances and shall resume performance of its obligations as soon as practicable. In their efforts to mitigate and overcome the effects of the Force Majeure, and in their efforts to resume performance, Chesapeake Management shall treat the General Partner the same as any other internal or external service recipient of the affected Seconded Employee services, if any. “Force Majeure” means any act of God, fire, flood, storm, explosion, terrorist act, rebellion or insurrection loss of electrical power, computer system failures, finding of illegality, strikes and labor disputes or any similar event or circumstance that prevents a Party from performing its obligations under this Agreement, but only if the event or circumstance: (a) is not within the reasonable control of the Affected Party; (b) is not the result of the fault or negligence of the Affected Party; and (c) could not, by the exercise of due diligence, have been overcome or avoided.

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Section 7.12 Interpretation.

In this Agreement, unless a clear contrary intention appears: (a) the singular includes the plural and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes each other gender; (d) reference to any agreement (including this Agreement), document or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement; (e) reference to any Section means such Section of this Agreement, and references in any Section or definition to any clause means such clause of such Section or definition; (f) “hereunder,” “hereof,” “hereto” and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof or thereof; (g) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; and (h) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including.”

Section 7.13 Titles and Headings.

Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

Section 7.14 Binding Effect.

This Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives.

Section 7.15 Time of the Essence.

Time is of the essence in the performance of this Agreement.

Section 7.16 Delay or Partial Exercise Not Waiver.

No failure or delay on the part of any Party to exercise any right or remedy under this Agreement will operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy under this Agreement preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or any related document. The waiver by either Party of a breach of any provisions of this Agreement will not constitute a waiver of a similar breach in the future or of any other breach or nullify the effectiveness of such provision.

Section 7.17 Withholding or Granting of Consent.

Unless otherwise provided in this Agreement, each Party may, with respect to any consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its sole and uncontrolled discretion, with or without cause, and subject to such conditions as it shall deem appropriate.

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Section 7.18 Laws and Regulations.

Notwithstanding any provision of this Agreement to the contrary, no Party shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such Party to be in violation of any applicable Law.

Section 7.19 Relationship of the Parties.

This Agreement does not form a partnership or joint venture between the Parties. This Agreement does not make either Party an agent or a legal representative of the other Party. The Parties shall not assume or create any obligation, liability, or responsibility, expressed or implied, on behalf of or in the name of the other Party.

Section 7.20 No Third Party Beneficiaries.

No Party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Parties. Each of the Parties hereto specifically intends that CMV and each entity comprising the MLP Group, whether or not a Party to this Agreement, shall be entitled to assert rights and remedies hereunder as third-party beneficiaries hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to any such entity. Except as set forth in this Section 7.20, the provisions of this Agreement are enforceable solely by the Parties, and no limited partner, member, or assignee of Chesapeake Management or a member of the MLP Group or other Person (including any Seconded Employee or other employee or service provider of any Party or any Affiliate thereof) shall have the right, separate and apart from the Parties, CMV and the members of the MLP Group, to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement.

Section 7.21 No Recourse Against Officers or Directors.

For the avoidance of doubt, the provisions of this Agreement shall not give rise to any right of recourse against any officer or director of any Party.

Section 7.22 Signatories Duly Authorized.

Each of the signatories to this Agreement represents that he is duly authorized to execute this Agreement on behalf of the Party for which he is signing, and that such signature is sufficient to bind the Party purportedly represented.

Section 7.23 Role of the Company From and After the Effective Time.

The Parties hereby acknowledge and agree that, from and after the Effective Time, the General Partner shall succeed to and assume all of the Company’s rights and obligations under the Original Agreement as reflected in this amendment and restatement of this Agreement. The Company is a Party to this Agreement solely for purposes of acknowledging the transfer of its rights and obligations in accordance with this Agreement but, from and after the Effective Time, the Company shall have no rights (except as otherwise provided in Sections 4.4 and 7.20) or obligations under this Agreement and it shall not be considered a Party to this Agreement for any other purpose.

[Signature page follows]

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AS WITNESS HEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives on the date herein above mentioned.

CHESAPEAKE ENERGY CORPORATION
By:	/s/ Jennifer M. Grigsby
Name:	Jennifer M. Grigsby
Title:	Senior Vice-President, Treasurer and Corporate Secretary
CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.
By:	/s/ Domenic J. Dell’Osso
Name:	Domenic J. Dell’Osso
Title:	Chief Financial Officer
CHESAPEAKE MIDSTREAM GP, L.L.C.
By:	J. Mike Stice
Name:	J. Mike Stice
Title:	Chief Executive Officer

EXECUTED by Chesapeake MLP Operating, L.L.C. for the limited purposes provided in Section 7.23.

CHESAPEAKE MLP OPERATING, L.L.C.
By:	J. Mike Stice
Name:	J. Mike Stice
Title:	Chief Executive Officer

EXECUTED by Chesapeake Operating, Inc. for the limited purposes provided in Section 7.8.

CHESAPEAKE OPERATING, INC.
By:	/s/ Jennifer M. Grigsby
Name:	Jennifer M. Grigsby
Title:	Senior Vice President, Treasurer
	and Corporate Secretary

Signature Page to Amended and Restated Employee Secondment Agreement

EXHIBIT A TO THE

AMENDED AND RESTATED

EMPLOYEE SECONDMENT AGREEMENT

This Exhibit A is attached to the Amended and Restated Employee Secondment Agreement (the “Agreement”) dated as of the Effective Time 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. All defined terms used herein shall have the same meaning as set forth in the Agreement.

All information must be filled in for this form to be valid. Unless otherwise indicated below, the start date for each employee named below is the Original Execution Date.

This Seconded Employee Schedule includes all Seconded Employees as of                     , 2010.

SECONDED EMPLOYEE SCHEDULE¹

Name of Seconded Employee Title and Job Function Shared Service Start Date End Date

CHESAPEAKE MIDSTREAM GP, L.L.C.		CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.
By:		By:
Name:	[____________________]	Name:	[____________________]
Title:	[____________________]	Title:	[____________________]
CHESAPEAKE ENERGY CORPORATION
By:
Name:	[____________________]
Title:	[____________________]

¹ UPDATE REQUIRED.

EXHIBIT B TO THE

AMENDED AND RESTATED

EMPLOYEE SECONDMENT AGREEMENT

This Exhibit B is attached the Amended and Restated Employee Secondment Agreement (the “Agreement”) dated as of the Effective Time, 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. All defined terms used herein shall have the same meaning as set forth in the Agreement.

ADDITION/REMOVAL/CHANGE OF RESPONSIBILITY

OF SECONDED EMPLOYEE

In accordance with Section 1.1 of the Agreement, the Parties hereto wish to add, remove, or change the responsibilities of the following Seconded Employees.

All information must be filled in for this form to be valid.

Name of Seconded Employee Title and Job Function Start Date End Date Status
(Add, Remove or Change)

CHESAPEAKE MIDSTREAM GP, L.L.C.		CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.
By:		By:
Name:	[____________________]	Name:	[____________________]
Title:	[____________________]	Title:	[____________________]
CHESAPEAKE ENERGY CORPORATION
By:
Name:	[____________________]
Title:	[____________________]

EXHIBIT C TO THE

AMENDED AND RESTATED

EMPLOYEE SECONDMENT AGREEMENT

DESIGNATED SECONDED EMPLOYEES

As of the Effective Time
Name	Effective Date
Robert S. Purgason	12/1/09
David C. Shiels	1/4/10
ADDITIONAL DESIGNATED SECONDED EMPLOYEES
Name	Effective Date

CHESAPEAKE MIDSTREAM GP, L.L.C.		CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.
By:		By:
Name:	[____________________]	Name:	[____________________]
Title:	[____________________]	Title:	[____________________]
CHESAPEAKE ENERGY CORPORATION
By:
Name:	[____________________]
Title:	[____________________]

EX-10.5

Exhibit 10.5

AMENDED AND RESTATED

SHARED SERVICES AGREEMENT

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.”

RECITALS:

WHEREAS, CHK currently employs John M. Stice (“Executive”) pursuant to the terms of that certain Amended and Restated Employment Agreement between CHK and Executive effective as of November 10, 2008, as amended effective September 30, 2009, and as further amended as of the Effective Time (the “Employment Agreement”);

WHEREAS, the Parties (other than the General Partner) previously entered into a Shared Services Agreement effective as of September 30, 2009 (such agreement, the “Original Agreement” and such date, the “Original Effective Date”), through which they established (i) the respective rights of each such Party to direct, supervise and control the Executive and (ii) the allocation of the costs and expenses associated with the sharing of Executive’s services among the Company and CHK;

WHEREAS, they desire to amend and restate the Original Agreement, and include the General Partner as a Party, on the terms and conditions set forth herein;

WHEREAS, effective immediately prior to the closing of the initial public offering of the common units of Chesapeake Midstream Partners, L.P. (the “MLP” and such time, the “Effective Time”), the Company will become a wholly-owned subsidiary of the MLP and the MLP’s business and operations will thereafter be conducted and managed by the General Partner;

WHEREAS, the Parties desire that the Company’s rights and obligations under this Agreement be transferred to and assumed by the General Partner from and after the Effective Time;

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CHK, Buyer A, Buyer B, Buyer C, the General Partner, and for the limited purpose described in Section 4.15 below, the Company hereby agree as follows, effective as of the Effective Time:

ARTICLE I.

SERVICES

1.1 Services. From the period of time commencing on September 30, 2009 until the Effective Time, CHK directed and caused Executive to serve as the President of the Company. For the period of time commencing on the Effective Time and ending upon the resignation or termination of employment or services, as the case may be, of Executive with CHK or the General Partner or such other date on which this Agreement is terminated in accordance with Article III hereof, CHK shall direct and cause Executive to serve as the Chief Executive Officer of the General Partner. The “Term” of this Agreement began on September 30, 2009 and shall continue until terminated as described in the preceding sentence. During the Term, from and after the Effective Time, Executive will remain at all times an employee of CHK but, in addition, will also be a joint employee of the General Partner and, with respect to Executive’s services as Chief Executive Officer of the General Partner, shall at all times during the Term, work solely under the direction, supervision and control of the board of directors of the General Partner. The board of directors of the General Partner shall be ultimately and fully responsible for the Executive’s assignments with respect to the Executive’s services performed for the General Partner. Subject to Section 3.1, during the Term, CHK will not have the right to terminate the services of Executive to the General Partner or otherwise exercise direction, supervision or control over Executive while Executive is performing services on behalf of the General Partner. CHK acknowledges and agrees that CHK’s obligation to cause Executive to serve as Chief Executive Officer of the General Partner, and Executive’s service in such capacity, shall not be affected by any change in the services provided by Executive to CHK and its affiliates including, without limitation, in the event that Executive ceases to hold a position with CHK but continues to provide services to Chesapeake Midstream Development, L.P. (“CMD”). Notwithstanding anything contained herein, nothing in this Agreement shall in any way be deemed to limit Executive’s duties to the General Partner as an officer thereof. The General Partner shall defend, hold harmless and indemnify CHK against any and all losses, costs, claims and expenses, other than Excluded Costs (as defined below), resulting from any act or omission of Executive to the extent arising from or related to services provided by Executive to the General Partner, the MLP or the Company, and CHK shall defend, hold harmless and indemnify the General Partner, the MLP and the Company against any and all losses, costs, claims and expenses resulting from any act or omission of Executive to the extent arising from or related to services provided by Executive to CHK or CMD.

1.2 CHK Benefit Plans. None of Chesapeake Midstream Ventures, L.L.C., a Delaware limited liability company (“CMV”), the General Partner, the MLP or any of their subsidiaries shall be a participating employer in any employee benefit plan, policy or arrangement of CHK or any of its subsidiaries or affiliates other than CMV, the General Partner, the MLP and their subsidiaries (a “CHK Benefit Plan”). Subject to the General Partner’s reimbursement obligations hereunder, CHK and its affiliates (other than CMV, the General Partner, the MLP and their subsidiaries) shall remain solely responsible for all obligations and liabilities arising under the express terms of the CHK Benefit Plans, and none of CMV, the General Partner, the MLP or any of their subsidiaries shall assume any CHK Benefit Plan or have any obligations or liabilities arising under the express terms of the CHK Benefit Plans, in each case except for cost reimbursement pursuant to this Agreement.

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1.3 Payment Obligations. With respect to Executive, the Parties acknowledge and agree that CHK agrees to pay all direct and indirect costs associated with Executive’s employment, but that the General Partner shall be responsible for reimbursing CHK for certain costs to the extent set forth in Article II below. Subject to the General Partner’s responsibility to so reimburse CHK, CHK agrees to indemnify and hold the General Partner harmless from any and all Losses (as defined below) incurred by the General Partner related to CHK’s failure to carry out its duties for the payment of such costs as set forth above, except to the extent that such Losses arise solely out of or result solely from the gross negligence or willful misconduct of the General Partner.

ARTICLE II.

REIMBURSEMENT

2.1 Reimbursable Amounts. In consideration of CHK’s agreement to share Executive’s services with the General Partner, subject to Sections 2.2, and 2.4 below, the General Partner shall reimburse CHK for a percentage of the following costs and expenses incurred by CHK or its affiliates (other than CMV, the General Partner, the MLP and their subsidiaries) (each, a “Chesapeake Entity” and collectively, the “Chesapeake Entities”), as applicable, in connection with Executive’s employment for each calendar month during the Term. Such reimbursement percentage for a given month shall be equal to the GP Reimbursement Percentage (as defined below) for such month (or, in the case of Sections 2.1.3, 2.1.5, and 2.1.14 only, 100%).

2.1.1 base salary and cash bonuses as set forth in the Employment Agreement (including payroll and withholding taxes associated therewith), provided, that, except as otherwise agreed by GIP, the General Partner shall not be obligated to reimburse CHK for any discretionary base salary increases or cash bonus amounts paid by CHK in excess of the amounts set forth in the Employment Agreement as in effect on September 30, 2009; and provided, further, that the amount of Executive’s 2009 annual bonus that is subject to reimbursement under this Section 2.1 shall be equal to a pro rata portion of such annual bonus reflecting the period commencing on July 1, 2009 and ending on December 31, 2009;

2.1.2 the grant of any restricted stock pursuant to the Employment Agreement during the Term provided, that, except as otherwise agreed by GIP, the General Partner shall not be obligated to reimburse CHK for any discretionary restricted stock grants made during the Term in excess of the grant amounts set forth in the Employment Agreement as in effect on September 30, 2009. The costs and expense calculated with respect to the grant of each share of restricted stock shall be equal to the per share closing trading price of CHK’s common stock on the date of grant, as reported by the New York Stock Exchange, provided that, if the date of grant is not a trading day, the applicable per share closing trading price shall be the per share closing trading price on the trading day immediately preceding the date of grant. With respect to any grant of restricted stock for which reimbursement was paid by the General Partner pursuant to this Section 2.1, in the event that all or any portion of such grant is ultimately forfeited, promptly following the forfeiture, CHK shall provide the General Partner with a credit towards Reimbursable Amounts (if during the Term) or a cash payment (if following the Term at a time when no further reimbursements under this Agreement are owed to CHK by the General Partner) for each such forfeited share in an amount equal to the per share amount included in a reimbursement paid by the General Partner pursuant to this Section 2.1 in respect of such share;

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2.1.3 amounts paid pursuant to awards made to Executive under the MICP, as described in Section 2.3, to the extent such payments are paid in cash by a Chesapeake Entity or, if paid in Units (as defined in the MICP), to the extent of the Chesapeake Entity’s out-of-pocket costs in acquiring such Units (which, for the avoidance of doubt, (i) shall include any awards granted during the period in which the Executive is performing services for the General Partner (the “Shared Services Period”) but paid after such period, and (ii) shall not include the cost of any income tax or other tax liabilities of the Chesapeake Entities with respect to the acquisition or payment of Units) (“MICP Payments”);

2.1.4 401(k) plan administration costs, any cash expense for matching 401(k) contributions made by CHK, any deferred compensation plan administration costs and any cash expense for deferred compensation plan matching contributions made by CHK pursuant to the terms of the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan and the Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan; provided, however, that if matching 401(k) contributions and/or matching deferred compensation contributions are made by means of a contribution of either newly-issued or treasury shares of common stock of CHK, the costs and expenses calculated with respect to each such share contributed shall be equal to the Chesapeake Trading Price (as defined below) on the date of the applicable contribution;

2.1.5 travel requested by and on behalf of the General Partner;

2.1.6 cash or premiums paid, or expenses incurred, with respect to vacation, sick leave, short term disability benefits and personal leave;

2.1.7 medical, dental and prescription drug coverage (“Medical Coverage”);

2.1.8 flexible benefits plan, including medical care and dependent care expense reimbursement programs;

2.1.9 disability insurance;

2.1.10 workers’ compensation benefits;

2.1.11 life insurance and accidental death and dismemberment insurance;

2.1.12 any other employee benefit customarily provided to all employees by CHK for which CHK incurs costs;

2.1.13 all sporting event tickets furnished to Executive in a manner consistent with CHK’s practice of furnishing such tickets to its executive employees other than Executive. The costs and expenses calculated with respect to the provision of all sporting event tickets to Executive shall be equal to the actual cost incurred based on an arms length and non-discriminatory agreement between the Chesapeake Entities and the General Partner; provided

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that the amount of any costs and expenses reimbursable by the General Partner under this Agreement and any other agreement (including, without limitation, the Employee Secondment Agreement and the Services Agreement, each as defined in the MLP Agreement) with respect to the provision of sporting event tickets shall not exceed $200,000 per annum in the aggregate. Notwithstanding Section 2.4 below, the costs and expenses of providing all sporting event tickets to Executive shall be reimbursed by the General Partner on an annual basis (as opposed to a monthly basis); and

2.1.14 any sales taxes imposed upon the provision of any taxable services provided by Executive to the General Partner under this Agreement (provided, that the Parties contemplate that the services provided by Executive to the General Partner under this Agreement are not taxable services for sales and use tax purposes).

For purposes of this Agreement, (i) prior to the Effective Time, “GP Reimbursement Percentage” shall mean 50%, and from and after the Effective Time, “GP Reimbursement Percentage” shall mean, with respect to a given month, the percentage obtained by dividing (x) the aggregate number of hours or partial hours worked by the Executive performing services for the General Partner during such month, by (y) the aggregate number of hours or partial hours worked by the Executive performing services for the General Partner during such month plus the aggregate number of hours or partial hours worked by the Executive performing services for the Chesapeake Entities during such month, (ii) “Chesapeake Entities” shall mean CHK, Chesapeake Management and their affiliates (other than CMV, the General Partner, the MLP and their subsidiaries), and (iii) “Chesapeake Trading Price” on an applicable date shall be the per share closing trading price of a share of CHK common stock on such date, as listed by the New York Stock Exchange provided, that, if the applicable date is not a trading day, the applicable per share closing trading price shall be the per share closing trading price on the trading day immediately preceding the applicable date.

The costs and expenses described in Section 2.1.1 through 2.1.14 above are referred to as “Reimbursable Amounts.” Where it is not reasonably practicable to determine the amount of such a cost or expense, the General Partner and CHK shall mutually agree on the method of determining or estimating such cost or expense.

With respect to Medical Coverage, CHK shall maintain or participate in a stop loss insurance policy at a threshold coverage level of no more than $250,000, applicable on a per covered individual basis and, in the event that Executive’s claims trigger reimbursement under such stop loss insurance policy with respect to claims incurred during the Term, the full amount of such reimbursement will be provided to the General Partner. The cost of maintaining such stop loss insurance coverage with respect to Executive and Executive’s covered dependents shall be included in the Reimbursable Amounts.

2.2 Excluded Costs. Except as expressly provided in Section 2.1, all costs and expenses with respect to Executive which are incurred by CHK or which arise out of or relate to the Employment Agreement or any employee benefits or compensation plan, program or arrangement of CHK or its affiliates shall be solely the responsibility of CHK, and none of CMV, the General Partner, the MLP or any of their subsidiaries will have any reimbursement

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obligation or other liability or obligation with respect to such costs and expenses (the “Excluded Costs”). The Excluded Costs shall include, without limitation, (a) any and all severance or termination payments and benefits and any other Losses incurred in connection with or arising out of the termination of Executive’s employment (whether actual or constructive) with CHK or its affiliates or the termination of Executive’s services with the General Partner, (b) any and all payments (including any acceleration of vesting) made to Executive by CHK in connection with a change of control of CHK or its affiliates, (c) any and all restricted stock or other equity awards granted prior to or following the expiration of the Term, and (d) any and all perquisites, including, without limitation, country club or other membership dues and fees, reimbursement of legal fees and personal use of aircraft owned, leased or chartered by CHK. CHK will indemnify, defend and hold harmless CMV, the General Partner, the MLP, the Company and their respective subsidiaries, directors, officers and employees against any and all costs, expenses (including reasonable attorneys’ fees), claims, demands, losses, liabilities, obligations, actions, lawsuits and other proceedings, judgments and awards for the Excluded Costs or arising out of or in any way relating to the Excluded Costs (each, a “Loss” and collectively, the “Losses”).

2.3 Management Incentive Compensation Plan. Chesapeake Midstream Management, L.L.C., a Delaware Limited Liability Company (“CMM”) has established the Chesapeake Midstream Management Incentive Compensation Plan (the “MICP”) as an incentive compensation arrangement designed to promote the development and growth of the MLP. On the earlier to occur of the first anniversary of the Original Effective Date or the closing of the initial public offering of the MLP’s common units, CHK and GIP shall consider and mutually determine whether and to what extent Executive will participate in the MICP. Any such participation by Executive shall be in lieu of awards of CHK restricted stock provided for under the Employment Agreement which have not theretofore been granted. The General Partner shall reimburse CHK for 100% of the amounts actually paid by CMM under the MICP with respect to any awards granted to Executive thereunder during the Shared Services Period (regardless of whether such award is actually paid during or after such period) or the amounts actually paid by any Chesapeake Entity that becomes the “Plan Sponsor” of the MICP (as defined in the MICP); provided, however, that in the event that the Executive ceases to perform services for the General Partner but thereafter remains employed by a Chesapeake Entity, the amount of the MICP Payments reimbursable by the General Partner hereunder shall not exceed the amount of such MICP Payments that were actually paid to the Executive and to the extent provided hereunder but multiplied by a fraction the numerator of which equals the number of days in the Shared Services Period and the denominator of which equals the number of days in the Shared Services Period plus the number of days of the Executive’s employment with a Chesapeake Entity after the Shared Services Period through the applicable payment date under the MICP. The reimbursement obligation described in this Section 2.3 shall cease with respect to any MICP Payments not yet made to Executive if and to the extent that CMM’s or such Affiliate’s obligations under the MICP with respect to the Executive (or with respect to the MICP as a whole) are transferred to CMV, the MLP, the General Partner or any of their subsidiaries.

2.4 Monthly Statement. Within forty-five (45) days after the end of each calendar month during the Term, CHK will send an itemized invoice (in a form mutually agreed upon by the General Partner and CHK) to the General Partner detailing the Reimbursable Amounts attributable to the General Partner and the GP Reimbursement Percentage for such calendar

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month (the “Monthly Statement”). From and after the Effective Time, CHK shall cause Executive to (i) use commercially reasonable efforts to keep and maintain books and records reflecting the time spent by Executive performing services for the General Partner and the time spent by Executive performing services for CHK, and (ii) prepare a time allocation statement each month reflecting such allocation. Each Party will have the right from time to time upon its reasonable request to audit such books and records maintained by Executive. The General Partner will pay to CHK the full Reimbursable Amounts within thirty (30) days after the General Partner’s receipt of the Monthly Statement to the extent that the amounts therein are not disputed by the General Partner pursuant to the dispute resolution procedures provided for in that certain Amended and Restated Services Agreement, effective as of the Effective Time of the initial public offering of the common units of the MLP, 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. (the “Dispute Mechanism”). With respect to any disputed amounts that are determined to be owing to CHK through the Dispute Mechanism, such amounts will be paid within 10 days of such determination or at such earlier or later time as provided in the Dispute Mechanism. Any portion of the Reimbursable Amounts that is not included in the Monthly Statement for the calendar month in which those expenses were incurred shall be included in a subsequent Monthly Statement. CHK shall use its reasonable efforts to timely bill all such expenses.

2.5 Compensation Increases. CHK shall not, without the express written consent of the General Partner, amend the Employment Agreement, or otherwise take or cause to be taken any action, to increase or enhance Executive’s base salary, cash bonus, equity compensation or any other compensation or benefit which is or could become reimbursable by the General Partner under this Agreement. In the event that CHK enters into such an amendment or takes or causes to be taken any such action without the General Partner’s express written consent, then all Reimbursable Amounts hereunder shall be calculated using compensation and employee benefits levels as in effect immediately prior to such amendment or action. In addition, CHK shall not, without the express written consent of GIP, amend the Employment Agreement, or otherwise take or cause to be taken any action, to increase or enhance Executive’s base salary, cash bonus, equity compensation or any other compensation or benefit for services performed by Executive with respect to CMD (whether or not reimbursable by the General Partner under this Agreement).

2.6 Records. CHK will prepare, maintain, and retain complete and accurate books and records regarding the calculation of the Reimbursable Amounts for the longer of the period required by generally accepted accounting principles or applicable law.

2.7 Audits. The General Partner will have the right, upon reasonable notice, and at all reasonable times during CHK’s usual business hours, to audit, examine, and make copies at the General Partner’s sole expense of the books and records prepared by CHK in accordance with Section 2.6. CHK will review and respond in a timely manner to any claims or inquiries made by the General Partner regarding matters revealed by any such examination or audit.

2.8 Performance Review. CHK and GIP shall review Executive’s performance at least semi-annually in accordance with CHK’s performance review cycle generally applicable to

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executives of CHK, and, in connection therewith, shall consider whether discretionary increases to Executive’s base salary, annual bonus and equity-awards are appropriate. Notwithstanding the foregoing, any such increases shall be in the sole discretion of CHK and GIP (as mutually determined) and the Parties shall have no obligation to provide any such increases.

ARTICLE III.

TERMINATION

3.1 General. The Parties may terminate this Agreement as follows: (i) by mutual agreement; (ii) by General Partner for any reason on 30 days prior written notice to CHK; or (iii) subject to Section 3.2 below, by the non-breaching Party in the event of a material breach of this Agreement by the other Party. This Agreement shall automatically terminate without further action by any Party in the event of a termination or resignation of Executive’s employment with CHK and its affiliates for any reason or at such time as Executive’s employment is transferred to the General Partner on a full time basis and Executive ceases to provide services to CHK. In the event of any termination of this Agreement which does not involve Executive’s continued employment with the General Partner (including, without limitation, by reason of a unilateral determination by GIP or mutual agreement of GIP and CHK that Executive shall no longer provide services to the General Partner), Executive shall thereupon cease to serve as an employee or officer of the General Partner, and Executive’s employment shall revert exclusively to the CHK Entities.

3.2 Termination for Material Breach. If either Party defaults by the failure to comply in all material respects with the terms of this Agreement, the other Party may terminate this Agreement by giving at least 30 days prior written notice to the defaulting Party, specifying in reasonable detail the nature of the default, unless the defaulting Party remedies the default within the 30 day period. This provision will not constitute an election of remedies by either Party, and each Party will have and retain all rights and remedies that may be available at law or in equity in the event of breach or default by the other Party.

3.3 Effect of Termination. All rights and obligations under this Agreement will cease as between such Parties as of the date on which this Agreement is terminated, except for (i) obligations and rights that expressly survive the termination of this Agreement, (ii) rights, liabilities, and obligations that have accrued prior to such termination, including the obligation to pay any amounts that have become due and payable prior to such termination, and (iii) the obligation to pay any portion of the Reimbursable Amounts that has accrued prior to such termination, even if such portion has not become due and payable at that time. Notwithstanding any other provision of this Agreement to the contrary, the termination of this Agreement in accordance with this Article or otherwise shall not impair, impede or otherwise adversely affect any right, claim or cause of action that a Party may have arising prior to or as a result of that termination including, without limitation, the right to obtain and receive any payment.

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ARTICLE IV.

MISCELLANEOUS

4.1 No Third-Party Beneficiaries. No Party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Parties. Each of the Parties hereto specifically intends that CMV, each entity comprising the Chesapeake Entities and each of the MLP and its Subsidiaries (the “MLP Group”), as applicable, whether or not a Party to this Agreement, shall be entitled to assert rights and remedies hereunder as third-party beneficiaries hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to any such entity. Except as set forth in this Section 4.1, the provisions of this Agreement are enforceable solely by the Parties, and no limited partner, member, or assignee of a Chesapeake Entity, or the MLP Group or other person or entity (including Executive or other employee or service provider of any Party or any affiliate thereof) shall have the right, separate and apart from the Parties, the Chesapeake Entities, CMV and the members of the MLP Group, to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement.

4.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

4.3 Counterparts. This Agreement may be signed in any number of counterparts, which taken together shall constitute one and the same instrument, and each of which shall be considered an original for all purposes.

4.4 Expenses. Each Party will bear and pay its own expenses of negotiating and consummating the transactions contemplated hereby.

4.5 Modification. This Agreement may not be altered or modified except by an instrument in writing signed by all the Parties.

4.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware except that the Parties recognize that to the extent that any term of this Agreement must be interpreted in light of the law of the state in which Executive is employed, those terms shall be interpreted accordingly.

4.7 Effect of Waiver or Consent. No waiver or consent, express or implied, by any Party to or of any breach or default by any person or entity in the performance by such person or entity of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such person or entity of the same or any other obligations of such person or entity hereunder. Failure on the part of a Party to complain of any act of any person or entity or to declare any other Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run.

4.8 Headings and Titles. The headings and titles in this Agreement are for guidance and convenience of reference only and do not limit or otherwise affect or interpret the terms or provisions of this Agreement. All references made in this Agreement to a Section or an Article refers to the applicable Section or Article in this Agreement, unless the context clearly indicates otherwise.

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4.9 Severability. If any provision of this Agreement, or the application of any provision of this Agreement to any Party or circumstance, shall be determined by any arbitrator or court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to such Party or circumstance, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and enforced to the fullest extent permitted by applicable law.

4.10 Notices. Any notice, demand or communication required or permitted under this Agreement shall be in writing and delivered personally, by reputable courier or by telecopier, and shall be deemed to have been duly given as of the date and time reflected on the delivery receipt, if delivered personally or sent by reputable courier service, or on the automatic telecopier receipt, if sent by telecopier, addressed as follows:

If to CHK:

Chesapeake Energy Corporation

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

Attn: Nick Dell’Osso

Fax: (405) 849-6125

If to the General Partner:

Chesapeake Midstream GP, L.L.C.

777 NW Grand Boulevard

Oklahoma City, Oklahoma 73118

Attn: J. Mike Stice

Fax: (405) 849-6134

and

Attn: Dave Shiels

Fax: (405) 849-6224

If to the Company:

Chesapeake MLP Operating, L.L.C.

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

Attn: J. Mike Stice

Fax: (405) 849-6134

and

Attn: Dave Shiels

Fax: (405) 849-6224

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With a copy to GIP, addressed as set forth in this Section 4.10

If to GIP:

Global Infrastructure Partners

12 East 49th Street

38th Floor

New York City, NY 10017

Attn: Salim Samaha

Fax: (646) 282-1599

With a copy to:

Global Infrastructure Management UK Limited

Cardinal Place, 80 Victoria Street

London SW1E 5JL

United Kingdom

Attn: Joseph Blum

Fax: +44 207 798 0530

With a copy to:

Latham & Watkins LLP

885 Third Avenue

New York City, NY 10022

Attn: Edward Sonnenschein

Fax: (212) 751-4864

A Party may change its address for the purposes of notices hereunder by giving notice to the other Parties specifying such changed address in the manner specified in this Section 4.10.

4.11 No Recourse. No Party hereto nor any affiliate of a Party hereto shall assert or threaten, and each Party hereto hereby waives, and shall cause such affiliates to waive, any claim or other method of recovery, in contract, in tort or under applicable law, against any person or entity that is not a Party hereto (or a successor to a Party hereto) relating to this Agreement. Without limiting the foregoing, and notwithstanding any other provision of this Agreement to the contrary, this Agreement may be enforced only against the named parties hereto. All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, may be made only against the entities that are expressly identified as parties hereto; and no past, present or future affiliate of any party hereto, or any director, manager, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney or representative of any such party or affiliate

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(including any person or entity negotiating or executing this Agreement on behalf of a party hereto), unless party to this Agreement, shall have any liability or obligation with respect to this Agreement or with respect to any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including a representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement).

4.12 Further Assurances. The Parties agree to execute such additional instruments, agreements and documents, and to take such other actions, as may be necessary to effect the purposes of this Agreement.

4.13 Signatories Duly Authorized. Each of the signatories to this Agreement represents that he is duly authorized to execute this Agreement on behalf of the Party for which he is signing, and that such signature is sufficient to bind the Party purportedly represented.

4.14 Agreement. This Agreement, together with the other Transaction Documents (which means (i) the documents set forth in the definition of “Transaction Documents” in the First Amended and Restated Agreement of Limited Partnership of Chesapeake Midstream Partners, L.P., a Delaware limited partnership, dated as of the date hereof, as such agreement is in effect on such date (the “MLP Agreement”), (ii) the Amended and Restated Limited Liability Company Agreement of CMV, dated as of August 3, 2010, by and among Chesapeake Midstream Holdings, L.L.C. (“Midstream Holdings”), the Buyers and CMV, (iii) the Purchase Agreement, dated as of September 24, 2009, by and among Midstream Holdings, CMD, CHK and the Buyers, as amended by the Agreement and Amendment to the Purchase Agreement, dated as of August 3, 2010, by and among Midstream Holdings, CMD, CHK, CMV and the Buyers, and (iv) the Voting Agreement, dated as of August 3, 2010, by and among the Buyers, Midstream Holdings and CHK, in each case as may be amended, supplemented or restated from time to time), constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby or in the other Transaction Documents, whether oral or written. Without limiting the foregoing, each of the Parties acknowledges and agrees that (i) this Agreement is being executed and delivered in connection with each of the other Transaction Documents and the transactions contemplated hereby and thereby, (ii) the performance of this Agreement and the other Transaction Documents and expected benefits herefrom and therefrom are a material inducement to the willingness of the Parties to enter into and perform this Agreement and the other Transaction Documents and the transactions described herein and therein, (iii) the Parties would not have been willing to enter into this Agreement in the absence of the entrance into, performance of, and the economic interdependence of, the Transaction Documents, (iv) the execution and delivery of this Agreement and the other Transaction Documents and the rights and obligations of the Parties hereto and thereto are interrelated and part of an integrated transaction effected pursuant to the terms of this Agreement and the other Transaction Documents, (v) irrespective of the form such documents have taken, or otherwise, the transactions contemplated by this Agreement and the other Transaction Documents are necessary elements of one and the same overall and integrated transaction, (vi) the transactions contemplated by this Agreement and by the other Transaction Documents are economically interdependent and (vii) such Party will cause any of its successors or permitted assigns to expressly acknowledge and agree to this Section 4.14 prior to any assignment or transfer of this Agreement, by operation of law or otherwise.

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4.15 Role of the Company From and After the Effective Time. CHK and the Company hereby acknowledge and agree that, from and after the Effective Time, the General Partner shall succeed to and assume all of the Company’s rights and obligations under this Agreement as in effect on the Original Execution Date, and as reflected in this amendment and restatement of this Agreement. The Company is a Party to this Agreement solely for purposes of acknowledging the transfer of its rights and obligations in accordance with this Agreement but, from and after the Effective Time, the Company shall have no rights (except as otherwise provided in Sections 1.1, 2.2 and 4.1) or obligations under this Agreement and it shall not be considered a Party to this Agreement for any other purpose.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives on the date herein above mentioned.

CHESAPEAKE ENERGY CORPORATION
By:	/s/ Jennifer M. Grigsby
Name:	Jennifer M. Grigsby
Title:	Senior Vice-President, Treasurer and Corporate Secretary

Signature Page to Amended and Restated Shared Services Agreement

GIP-A HOLDING (CHK), L.P.
By:	GIP-A Holding (CHK) GP, LLC, its general
	partner
By:	/s/ Matthew Harris
Name:	Matthew Harris
Title:	Secretary
GIP-B HOLDING (CHK), L.P.
By:	GIP-B Holding (CHK) GP, LLC, its general partner
By:	/s/ Matthew Harris
Name:	Matthew Harris
Title:	Secretary
GIP-C HOLDING (CHK), L.P.
By:	GIP-C Holding (CHK) GP, LLC, its general partner
By:	/s/ Matthew Harris
Name:	Matthew Harris
Title:	Secretary

Signature Page to Amended and Restated Shared Services Agreement

CHESAPEAKE MIDSTREAM GP, L.L.C.
By:	/s/ J. Mike Stice
Name:	J. Mike Stice
Title:	Chief Executive Officer

EXECUTED by Chesapeake MLP Operating, L.L.C. for the limited purposes provided in Section 4.15.

CHESAPEAKE MLP OPERATING, L.L.C.
By:	/s/ J. Mike Stice
Name:	J. Mike Stice
Title:	Chief Executive Officer

Signature Page to Amended and Restated Shared Services Agreement

EX-10.6

Exhibit 10.6

REGISTRATION RIGHTS AGREEMENT

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.”

WHEREAS, unless the context otherwise requires, capitalized terms used and not otherwise defined herein shall have the meanings ascribed in Section 1;

WHEREAS, the Sponsors have acquired, and may (together with their respective Affiliates) acquire in the future, certain Partnership Securities; and

WHEREAS, as an inducement to the willingness of the Sponsors and their respective Affiliates to hold certain Partnership Securities, the Parties desire to provide certain registration rights to the Sponsors with respect to any Registrable Securities held by them upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used in this definition, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Notwithstanding anything in the foregoing to the contrary, for purposes of this Agreement, the GIP Entities and their respective Affiliates, on the one hand, and Chesapeake and its Affiliates, on the other hand, will not be deemed to be Affiliates of one another hereunder unless there is a basis for such Affiliation independent of their respective Affiliation with the General Partner, the Partnership, any of its subsidiaries or any Person controlling the General Partner.

“Agreement” has the meaning set forth in the preamble.

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined under Rule 405.

“Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Oklahoma shall not be regarded as a Business Day.

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“Chesapeake” means Chesapeake Energy Corporation, an Oklahoma corporation.

“Chesapeake Holdings” has the meaning set forth in the preamble.

“Class B Units” means a class of Equity Interests of the Partnership separate from the Common Units, but having substantially the same rights, designations and preferences as Common Units, and which are convertible into Common Units on a one-to-one basis upon receipt of the requisite vote of holders of Common Units required in connection with the issuance and conversion of the Class B Units by the Trading Market on which the Common Units are listed.

“Commission” means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act.

“Common Units” has the meaning set forth in the LP Agreement.

“Demand Notice” has the meaning set forth in Section 2(a).

“Demand Registration” has the meaning set forth in Section 2(a).

“Effective Date” means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective.

“Effectiveness Period” has the meaning set forth in Section 2(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“General Partner” means Chesapeake Midstream GP, L.L.C., a Delaware limited liability company, and its successor and permitted assigns that are admitted to the Partnership as general partner of the Partnership, in its capacity as general partner of the Partnership (except as the context otherwise requires).

“GIP-A” has the meaning set forth in the preamble.

“GIP-B” has the meaning set forth in the preamble.

“GIP-C” has the meaning set forth in the preamble.

“GIP Entities” has the meaning set forth in the preamble.

“Holder” means (i) any Sponsor who holds Registrable Securities, (ii) any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been transferred in compliance with Section 7(e) hereof or (iii) any holder of Registrable Securities received by such holder from Chesapeake Midstream Ventures, L.L.C. (solely with respect to such Registrable Securities).

“Incentive Distribution Rights” has the meaning set forth in the LP Agreement.

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“Indemnified Persons” has the meaning set forth in Section 5.

“Initiating Holder” has the meaning set forth in Section 2(a).

“IPO” means the initial public offering of Common Units pursuant to the IPO Registration Statement.

“IPO Registration Statement” means the Registration Statement on Form S-1 (File No. 333-164905) of the Partnership, as amended and declared effective by the Commission.

“Losses” has the meaning set forth in Section 5.

“LP Agreement” means the First Amended and Restated Agreement of Limited Partnership of Chesapeake Midstream Partners, L.P. dated as of the date hereof, as may be amended from time to time.

“Parties” has the meaning set forth in the preamble.

“Partnership” has the meaning set forth in the preamble.

“Partnership Securities” means any equity interest of any class or series in the Partnership, including Common Units, Subordinated Units, Class B Units and Incentive Distribution Rights.

“Person” means an individual or group, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Piggyback Notice” has the meaning set forth in Section 2(b).

“Piggyback Registration” has the meaning set forth in Section 2(b).

“Piggyback Request” has the meaning set forth in Section 2(b).

“Proceeding” means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or known to the Partnership to be threatened.

“Prospectus” means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

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“Registrable Securities” means (i) Subordinated Units, (ii) Common Units, and (iii) Class B Units; provided, however, that Registrable Securities shall not include any Partnership Securities for which Rule 144 of the Securities Act or another exemption from registration is available to enable the holder of such Partnership Securities to dispose of the number of Partnership Securities it desires to sell at the time it desires to do so without registration under the Securities Act or other similar applicable law (and without any limitation on volume, timing, recipients or intended method or methods of distribution, including through the use of an underwriter, that would not be applicable with a Registration Statement).

“Registration Expenses” has the meaning set forth in Section 4.

“Registration Statement” means a registration statement in the form required to register the resale of the Registrable Securities under the Securities Act and other applicable law, and including any Prospectus, amendments and supplements to each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 405” means Rule 405 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 433” means Rule 433 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder.

“Special Successor” means any Person that is a transferee of a Sponsor or Special Successor of (i) Partnership Securities sufficient to provide such Person with the direct or indirect right to designate or cause the designation of at least one member to the Board of Directors of the General Partner or (ii) equity interests in Chesapeake Midstream Ventures, L.L.C. sufficient to provide such Person with the right to designate or cause the designation of at least member of the Board of Directors of Chesapeake Midstream Ventures, L.L.C.

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“Sponsors” has the meaning set forth in the preamble.

“Stand-Off Period” has the meaning set forth in Section 7(f).

“Subordinated Units” has the meaning set forth in the LP Agreement.

“Suspension Period” has the meaning set forth in Section 2(a).

“Trading Day” means a day during which trading in the Common Units generally occurs.

“Trading Market” means the principal national securities exchange on which Registrable Securities are listed.

“Transaction Documents” means (i) the documents set forth in the definition of “Transaction Documents” in the LP Agreement, (ii) the Amended and Restated Limited Liability Company Agreement of Chesapeake Midstream Ventures, L.L.C., dated as of the date hereof, by and among Chesapeake Holdings, the GIP Parties and CMV, (iii) the Purchase Agreement, dated as of September 24, 2009, by and among Chesapeake Holdings, Chesapeake Midstream Development, L.P., Chesapeake, and the GIP Entities, as amended by the Agreement and Amendment to the Purchase Agreement, dated as of the date hereof, by and among Chesapeake Holdings, Chesapeake Midstream Development, L.P., Chesapeake, Chesapeake Midstream Ventures, L.L.C. and the GIP Entities and (iv) the Voting Agreement, dated as of the date hereof, by and among the GIP Entities, Chesapeake Holdings and Chesapeake, in each case, as may be amended, supplemented or restated from time to time.

“WKSI” means a “well known seasoned issuer” as defined under Rule 405.

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) unless the context otherwise requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall include all rules and regulations promulgated thereunder, and references to any law or statute shall be construed as including any legal and statutory provisions consolidating, amending, succeeding or replacing the applicable law or statute; (h) references to any Person include such Person’s successors and permitted assigns; and (i) references to “days” are to calendar days unless otherwise indicated.

2. Registration.

(a) Demand Registration.

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(i) At any time following the date that is one hundred and eighty (180) days after the closing date of the IPO, any Holder or group of Holders that holds Registrable Securities (the “Initiating Holder”) that desires to sell shall have the option and right, exercisable by delivering a written notice to the Partnership (a “Demand Notice”), to require the Partnership to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice (the “Demand Registration”).

(ii) Within two (2) Trading Days of the receipt of the Demand Notice, the Partnership shall give written notice of such Demand Notice to all Holders and shall, subject to the limitations of this Section 2(a), file a Registration Statement covering all of the Registrable Securities that the Holders shall in writing request (such request to be given to the Partnership within three (3) days of receipt of such notice of the Demand Notice given by the Partnership pursuant to this Section 2(a)(ii)) to be included in such Demand Registration as promptly as practicable as directed by the Initiating Holder in accordance with the terms and conditions of the Demand Notice and use all commercially reasonable efforts to cause such Registration Statement to become effective under the Securities Act and remain effective under the Securities Act for not less than six (6) months following the Effective Date or such shorter period when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that the Partnership shall not be required to effect the registration of Registrable Securities pursuant to this Section 2(a) unless at least an aggregate of 2,500,000 Registrable Securities (as adjusted to reflect splits, combinations, dividends and recapitalizations) are offered or the Registrable Securities are offered at an aggregate proposed offering price of not less than $50 million.

(iii) Subject to the other limitations contained in this Agreement, the Partnership is not obligated hereunder to effect more than (A) one (1) Demand Registration on Form S-1 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period; provided, that notwithstanding anything in this Agreement to the contrary, the Partnership shall not be obligated to effect any Demand Registration on Form S-1 (or any equivalent or successor form under the Securities Act) that is not requested by a Sponsor or a Special Successor; and (B) two (2) Demand Registrations on Form S-3 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period.

(iv) Notwithstanding any other provision of this Section 2(a), the Partnership shall not be required to effect a registration or file a Registration Statement pursuant to this Section 2(a): (A) during the period starting with the date sixty (60) days prior to a good faith estimate, with the approval of a simple majority of the Board of Directors of the General Partner, of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Partnership-initiated registration; provided that the Partnership is actively employing commercially reasonable efforts to cause such registration statement to become effective; (B) for a period of up to ninety (90) days after

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the date of a Demand Notice for registration pursuant to this Section 2(a) if at the time of such request (1) the Partnership is engaged, or has fixed plans with the approval of a simple majority of the Board of Directors of the General Partner to engage, within ninety (90) days of the time of such Demand Notice, in a firm commitment underwritten public offering of Common Units in which the Holders of Registrable Securities include Registrable Securities pursuant to Section 2(b), or (2) the Partnership is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement would cause a violation of the Exchange Act; or (C) for a period of up to ninety (90) days, if (1) the General Partner determines that a postponement is in the best interest of the Partnership and its Limited Partners generally due to a pending transaction or (2) the General Partner determines that a postponement is in the best interest of the Partnership due to an investigation or other event (any such period, a “Suspension Period”); provided, however, that in no event shall the Partnership postpone or defer any Demand Registration pursuant to this Section 2(a)(iv) and/or Section 7(f) for more than an aggregate of one hundred and eighty (180) days in any twelve (12) month period.

(v) Notwithstanding any other provision of this Section 2(a), if (A) the Holders intend to distribute the Registrable Securities covered by a Demand Registration by means of an underwriting and (B) the managing underwriter advises the Partnership that the inclusion of all of the Holders’ Registrable Securities in the subject Registration Statement would have a material adverse effect on the timing or success of the offering, then the Partnership shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(vi) The Partnership may include in any such Demand Registration other Partnership Securities for sale for its own account or for the account of any other Person; provided that if the managing underwriter for the offering determines that the number of Partnership Securities proposed to be offered in such offering would have a material adverse effect on the timing or success of such offering, then the Registrable Securities to be sold by the Holders shall be included in such registration before any Partnership Securities proposed to be sold for the account of the Partnership or any other Person.

(vii) Subject to the limitations contained in this Agreement, the Partnership shall effect any Demand Registration on Form S-3 (except if the Partnership is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Demand Registration shall be effected on another appropriate form for such purpose pursuant to the Securities Act) and if the Partnership becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities through a firm commitment underwriting shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Partnership); provided, however, that if at any time a Registration Statement on Form S-3

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is effective and a Holder provides written notice to the Partnership that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Partnership will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place.

(viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Partnership shall, (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof.

(ix) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Partnership shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement.

(x) The Partnership shall use commercially reasonable efforts to become eligible to use Form S-3 and, after becoming eligible to use Form S-3, shall use commercially reasonable efforts to remain eligible to use Form S-3, including by timely filing all reports with the Commission and meeting the other requirements of the Exchange Act.

(b) Piggyback Registration.

(i) If the Partnership shall at any time propose to file a Registration Statement, other than pursuant to any Demand Registration, for an offering of Partnership Securities for cash (whether in connection with a public offering of Partnership Securities by the Partnership, a public offering of Partnership Securities by unitholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or an offering on any registration statement form that does not permit secondary sales), the Partnership shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least two (2) Trading Days before) the anticipated filing date (the “Piggyback Notice”). The Piggyback Notice shall offer the Holders the opportunity to include for registration in such Registration Statement the

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number of Registrable Securities as they may request (a “Piggyback Registration”). The Partnership shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which the Partnership has received written requests within three (3) days after mailing of the Piggyback Notice (“Piggyback Request”) for inclusion therein. If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Partnership, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Partnership with respect to offerings of Partnership Securities, all upon the terms and conditions set forth herein.

(ii) If the Registration Statement under which the Partnership gives notice under this Section 2(b) is for an underwritten offering, the Partnership shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2(b) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Partnership. If the managing underwriter or managing underwriters of such offering advise the Partnership and the Holders in writing that in their reasonable opinion that the inclusion of all of the Holders’ Registrable Securities in the subject Registration Statement would have a material adverse effect on the timing or success of the offering, the Partnership shall include in such offering only that number or amount, if any, of Registrable Securities held by the Holders that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have a material adverse effect on the timing or success of the offering, with any reduction in the amount of Registrable Securities to be registered applied pro-rata among all Holders desiring to register Registrable Securities based on the number of Registrable Securities owned by each such Holder of the class (or classes) for which registration is being sought and, as to any other holders of Partnership Securities who may be seeking to register such Partnership Securities, with such reduction applied first, subject to the rights of any holder that has priority by virtue of an any agreement approved in accordance with Section 2(f) below, to the amount of Partnership Securities sought to be registered by such other holders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Partnership and the managing underwriter(s) delivered on or prior to the time of pricing of such offering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited liability company, corporation or other entity, the partners, members, stockholders, subsidiaries, parents and Affiliates of such Holder, or the estates and family members of any such partners/members and retired partners/members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of securities carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

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(iii) The Partnership shall have the right to terminate or withdraw any registration initiated by it under this Section 2(b) prior to the Effective Date of such Registration Statement whether or not any Holder has elected to include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by the Partnership in accordance with Section 4 hereof.

(c) All registration rights granted under this Section 2 shall continue to be applicable with respect to any Holder for so long as may be required for each such Holder to sell all of the Registrable Securities held by such Holder (without any limitation on volume, timing, recipients or intended method or methods of distribution, including through the use of an underwriter, that would not be applicable with a registration under the Securities Act).

(d) Any Demand Notice or Piggyback Request shall (i) specify the Registrable Securities intended to be offered and sold by the Holder making the request, (ii) express such Holder’s present intent to offer such Registrable Securities for distribution, (iii) describe the nature or method of the proposed offer and sale of Registrable Securities and (iv) contain the undertaking of such Holder to provide all such information and materials and take all action as may reasonably be required in order to permit the Partnership to comply with all applicable requirements in connection with the registration of such Registrable Securities.

(e) No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

(f) The Partnership has not entered into and, unless agreed in writing by each of the Sponsors and any Special Successor, on or after the date of this Agreement will not enter into, any agreement which (a) is inconsistent with the rights granted to the Holders with respect to Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof in any material respect or (b) would allow any holder of Partnership Securities to include Partnership Securities in any Registration Statement filed by the Partnership on a basis that is superior or more favorable in any material respect to the rights granted to the Holders hereunder.

3. Registration Procedures.

The procedures to be followed by the Partnership and each Holder electing to sell Registrable Securities in a Registration Statement pursuant to this Agreement, and the respective rights and obligations of the Partnership and such Holders, with respect to the preparation, filing and effectiveness of such Registration Statement, are as follows:

(a) The Partnership will, at least three (3) days prior to the anticipated filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do nothing more than name Holders and provide information with respect thereto), (i) unless available to the Holders through public filings with the Commission, furnish to such Holders copies of all such documents proposed to be filed and (ii) use its reasonable efforts to address in each such document when so filed with the Commission such comments as such a Sponsor or Special Successor reasonably shall propose within two (2) days of the delivery of such copies to the Sponsors and Special Successors.

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(b) The Partnership will use commercially reasonable efforts to as promptly as reasonably possible (i) prepare and file with the Commission such amendments, including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary under applicable law to keep such Registration Statement continuously effective with respect to the disposition of all Registrable Securities covered thereby for its Effectiveness Period and, subject to the limitations contained in this Agreement, prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities held by the Holders; (ii) cause the related Prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; and (iii) respond to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible provide such Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to such Holders as selling Holders but not any comments that would result in the disclosure to such Holders of material and non-public information concerning the Partnership.

(c) The Partnership will comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement.

(d) The Partnership will notify such Holders as promptly as reasonably practicable: (i)(A) when a Prospectus or any prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Partnership whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (in which case the Partnership shall provide true and complete copies thereof and all written responses thereto to each of such Holders that pertain to such Holders as selling Holders, but not information which the Partnership believes would constitute material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment thereto, when the same has been declared effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information that pertains to such Holders as sellers of Registrable Securities; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Partnership of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of (but not the nature or details concerning) any event or passage of time that makes any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided, however, that no notice by the Partnership shall be required pursuant to this clause (v) in the

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event that the Partnership either promptly files a prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which in either case, contains the requisite information that results in such Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading).

(e) The Partnership will use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment, or if any such order or suspension is made effective during any Suspension Period, at the earliest practicable moment after the Suspension Period is over.

(f) During the Effectiveness Period, the Partnership will furnish to each such Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Holder (including those incorporated by reference) promptly after the filing of such documents with the Commission; provided, that the Partnership will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system.

(g) The Partnership will promptly deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Holder may reasonably request during the Effectiveness Period. The Partnership consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(h) The Partnership will cooperate with such Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request in writing. In connection therewith, if required by the Partnership’s transfer agent, the Partnership will promptly, after the Effective Date of the Registration Statement, cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without any such legend upon sale by the Holder of such Registrable Securities under the Registration Statement.

(i) Upon the occurrence of any event contemplated by Section 3(d)(v), as promptly as reasonably possible, the Partnership will prepare a supplement or amendment, including a post-effective amendment, if required by applicable law, to the affected Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to

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be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(j) Such Holders may distribute the Registrable Securities by means of an underwritten offering; provided that (i) such Holders provide written notice to the Partnership of their intention to distribute Registrable Securities by means of an underwritten offering, (ii) the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein, (iii) the managing underwriter or managing underwriters thereof shall be designated by the Initiating Holder in the case of a Demand Registration (provided, however, that such designated managing underwriter or managing underwriters shall be reasonably acceptable to the Partnership) or by the Partnership in the case of a registration initiated by the Partnership, (iv) each Holder participating in such underwritten offering agrees to enter into an underwriting agreement in customary form and sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled to select the managing underwriter or managing underwriters hereunder and (v) each Holder participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Partnership hereby agrees with each Holder that, in connection with any underwritten offering in accordance with the terms hereof, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

(k) In the event such Holders seek to complete an underwritten offering, for a reasonable period prior to the filing of any Registration Statement and throughout the Effectiveness Period, the Partnership will make available upon reasonable notice at the Partnership’s principal place of business or such other reasonable place for inspection by the managing underwriter or managing underwriters selected in accordance with Section 3(j) such financial and other information and books and records of the Partnership, and cause the officers, employees, counsel and independent certified public accountants of the Partnership to respond to such inquiries, as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege in such counsel’s reasonable belief) to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act.

(l) In connection with any registration of Registrable Securities pursuant to this Agreement, the Partnership will take all commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of Registrable Securities by such Holders, including using commercially reasonable efforts to cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective investors in presentations, meetings and road shows.

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4. Registration Expenses. All Registration Expenses incident to the Parties’ performance of or compliance with their respective obligations under this Agreement or otherwise in connection with any Demand Registration or Piggyback Registration (excluding any Selling Expenses) shall be borne by the Partnership, whether or not any Registrable Securities are sold pursuant to a Registration Statement. “Registration Expenses” shall include, without limitation, (i) all registration and filing fees (including fees and expenses (A) with respect to filings required to be made with the Trading Market and (B) in compliance with applicable state securities or “Blue Sky” laws), (ii) printing expenses (including expenses of printing certificates for Partnership Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by a Holder of Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel, auditors and accountants for the Partnership, (v) Securities Act liability insurance, if the Partnership so desires such insurance and (vi) fees and expenses of all other Persons retained by the Partnership in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Partnership shall be responsible for all of its expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including expenses payable to third parties and including all salaries and expenses of their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on the Trading Market.

5. Indemnification. If requested by a Holder, the Partnership shall indemnify and hold harmless each underwriter, if any, engaged in connection with any registration referred to in Section 2 and provide representations, covenants, opinions and other assurances to any underwriter in form and substance reasonably satisfactory to such underwriter and the Partnership. Further, in addition to and not in limitation of the Partnership’s obligations under Section 7.7 of the LP Agreement, the Partnership shall indemnify and hold harmless each Holder, its Affiliates and each of their respective officers and directors and any Person who controls any such Holder (within the meaning of the Securities Act) and any agent thereof (collectively, “Indemnified Persons”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, joint or several, costs (including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which any Registrable Securities were registered, in any preliminary prospectus (if used prior to the Effective Date of such Registration Statement), or in any summary or final prospectus or free writing prospectus or in any amendment or supplement thereto (if used during the period the Partnership is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading; provided, however, that the Partnership shall not be liable to any Indemnified Person to the extent that any such claim arises out of, is based upon or results from an untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement, such preliminary, summary or final prospectus or free

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writing prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Partnership by or on behalf of such Indemnified Person specifically for use in the preparation thereof. The Partnership shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Partnership is aware in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, this Section 5 shall survive any termination or expiration of this Agreement indefinitely.

6. Facilitation of Sales Pursuant to Rule 144. To the extent it shall be required to do so under the Exchange Act, the Partnership shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any Holder in connection with that Holder’s sale pursuant to Rule 144, the Partnership shall deliver to such Holder a written statement as to whether it has complied with such requirements.

7. Miscellaneous.

(a) Remedies. In the event of a breach by the Partnership of any of its obligations under this Agreement, each Holder, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Partnership agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b) Discontinued Disposition. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Partnership of the occurrence of any event of the kind described in clauses (ii) through (v) of Section 3(d), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemental Prospectus or amended Registration Statement or until it is advised in writing by the Partnership that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Partnership may provide appropriate stop orders to enforce the provisions of this Section 7(b).

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(c) Amendments and Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the Parties. The Partnership shall provide prior notice to all Holders of any proposed waiver or amendment. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

(d) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Section 7(d) prior to 5:00 p.m. (Eastern Standard Time) on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Agreement later than 5:00 p.m. (Eastern Standard Time) on any date and earlier than 11:59 p.m. (Eastern Standard Time) on such date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) upon actual receipt by the Party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

If to the Partnership	Chesapeake Midstream Partners, L.P.
	777 NW Grand Boulevard
	Oklahoma City, Oklahoma 73118
	Attention: J. Mike Stice
	Facsimile: (405) 840-6134
With a copy to:	Vinson & Elkins L.L.P.
	666 Fifth Avenue, 26th Floor
	New York, NY 10103-0040
	Attention: Alan P. Baden
	Facsimile: (917) 849-5337
	and
	Latham & Watkins LLP
	885 Third Avenue
	New York, New York 10022
	Attention: Edward Sonnenschein
	Facsimile: (212) 751-4864
If to the GIP Entities:	Global Infrastructure Management, LLC
	12 East 49th Street, 38th Floor
	New York, New York 10017
	Attention: Salim Samaha
	Facsimile: (646) 282-1599

16

With a copy to:	Global Infrastructure Management UK Limited
	Cardinal Place, 80 Victoria Street
	London SW1E 5JL
	United Kingdom
	Attention: Joseph Blum
	Facsimile: +44 207 798 0530
	and
	Latham & Watkins LLP
	885 Third Avenue
	New York, New York 10022
	Attention: Edward Sonnenschein
	Facsimile: (212) 751-4864
If to Chesapeake Holdings:	Chesapeake Midstream Holdings, L.L.C.
	777 NW Grand Boulevard
	Oklahoma City, Oklahoma 73118
	Attention: J. Mike Stice
	Facsimile: (405) 840-6134
With a copy to:	Vinson & Elkins L.L.P.
	666 Fifth Avenue, 26th Floor
	New York, NY 10103-0040
	Attention: Alan P. Baden
	Facsimile: (917) 849-5337
If to any other Person who is then the registered Holder:	To the address of such Holder as it appears in the applicable register for the Registrable Securities

or such other address as may be designated in writing hereafter, in the same manner, by such Person.

(e) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns. Except as provided in this Section 7(e), this Agreement, and any rights or obligations hereunder, may not be assigned without the prior written consent of the Partnership and the Sponsors and any Special Successors. Notwithstanding anything in the foregoing to the contrary, the registration rights of a Holder pursuant to this Agreement with respect to all or any portion of its Registrable Securities may be assigned without such consent (but only with all related obligations) with respect to such Registrable Securities (and any Registrable Securities issued as a dividend or other distribution with respect to, in exchange for or in replacement of such Registrable Securities) by such Holder to a transferee of such

17

Registrable Securities; provided (i) the Partnership is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the Registrable Securities with respect to which such registration rights are being assigned and (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms set forth in this Agreement. The Partnership may not assign its respective rights or obligations hereunder without the prior written consent of each of the Sponsors and any Special Successors.

(f) “Market Stand-Off” Agreement. In connection with any underwritten offering of Partnership Securities, each Holder holding five percent (5%) or more of the Partnership’s voting securities (each a “5% Holder”) hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of, any Partnership Securities held by such Holder (other than those included in such offering) for a period specified by the representative of the underwriters of Partnership Securities not to exceed ninety (90) days following the closing date of the offering of Partnership Securities (the “Stand-Off Period”); provided that all officers and directors of the General Partner and holders of at least five percent (5%) of the Partnership’s voting securities enter into similar agreements and only if such Persons remain subject thereto (and are not released from such agreement) for such Stand-Off Period. Each 5% Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Partnership or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Partnership or the representative of the underwriters of Partnership Securities, each Holder shall provide, within three (3) days of such request, such information as may be required by the Partnership or such representative in connection with the completion of any public offering of the Partnership Securities pursuant to a Registration Statement. The obligations described in this Section 7(f) shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Partnership may impose stop-transfer instructions with respect to Common Units (or other securities) subject to the foregoing restriction until the end of the Stand-Off Period.

(g) Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature shall create a valid binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature delivered by facsimile or electronic mail transmission were the original thereof.

(h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law.

(i) Submission to Jurisdiction. Each of the Parties irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, and any appellate court from and thereof, in any action or proceeding arising out of or relating to this Agreement, or for the recognition or enforcement of

18

any judgment, and each of the Parties irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Delaware court or, to the fullest extent permitted by applicable law, in such federal court. The Parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(j) Waiver of Venue. The Parties irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in Section 7(i) and (ii) the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(k) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(l) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(m) Entire Agreement. This Agreement, together with the other Transaction Documents, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby or in the other Transaction Documents, whether oral or written. Without limiting the foregoing, each of the Parties acknowledges and agrees that (i) this Agreement is being executed and delivered in connection with each of the other Transaction Documents and the transactions contemplated hereby and thereby, (ii) the performance of this Agreement and the other Transaction Documents and expected benefits herefrom and therefrom are a material inducement to the willingness of the Parties to enter into and perform this Agreement and the other Transaction Documents and the transactions described herein and therein, (iii) the Parties would not have been willing to enter into this Agreement in the absence of the entrance into, performance of, and the economic interdependence of, the Transaction Documents, (iv) the execution and delivery of this Agreement and the other Transaction Documents and the rights and obligations of the parties hereto and thereto are interrelated and part of an integrated transaction being effected pursuant to the terms of this Agreement and the other Transaction Documents, (v) irrespective of the form such documents have taken, or otherwise, the transactions contemplated by this Agreement and the other Transaction Documents are necessary elements of one and the same overall and integrated transaction, (vi) the transactions contemplated by this Agreement and by the other Transaction Documents are economically interdependent and (vii) such Party will cause any of its successors or permitted assigns to expressly acknowledge and agree to this Section 7(m) prior to any assignment or transfer of this Agreement, by operation of law or otherwise.

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(n) Headings; Section References. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless otherwise stated, references to Sections, Schedules and Exhibits are to the Sections, Schedules and Exhibits of this Agreement.

[THIS SPACE LEFT BLANK INTENTIONALLY]

20

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CHESAPEAKE MIDSTREAM PARTNERS, L.P.
By:	CHESAPEAKE MIDSTREAM GP, L.L.C., its general partner
By:	/s/ J. Mike Stice
Name:	J. Mike Stice
Title:	Chief Executive Officer

Signature Page to Registration Rights Agreement

GIP-A HOLDING (CHK), L.P.
By:	GIP-A Holding (CHK) GP, LLC, its general partner
By:	/s/ Matthew Harris
Name:	Matthew Harris
Title:	Secretary
GIP-B HOLDING (CHK), L.P.
By:	GIP-B Holding (CHK) GP, LLC, its general partner
By:	/s/ Matthew Harris
Name:	Matthew Harris
Title:	Secretary
GIP-C HOLDING (CHK), L.P.
By:	GIP-C Holding (CHK) GP, LLC, its general partner
By:	/s/ Matthew Harris
	Name: Matthew Harris
	Title: Secretary

Signature Page to Registration Rights Agreement

CHESAPEAKE MIDSTREAM HOLDINGS, L.L.C.
By:	/s/ Jennifer M. Grigsby
Name:	Jennifer M. Grigsby
Title:	Senior Vice President, Treasurer and Corporate Secretary

Signature Page to Registration Rights Agreement

EX-10.7

Exhibit 10.7

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 Syndication Agent,

BANK OF MONTREAL,

COMPASS BANK AND

THE BANK OF NOVA SCOTIA,

As Co-Documentation Agents

and

The Several Lenders from Time to Time Parties Hereto,

Dated as of August 2, 2010

WELLS FARGO SECURITIES, LLC and RBS SECURITIES INC.,

as Joint Lead Arrangers

and

WELLS FARGO SECURITIES, LLC,

as Sole Book Manager

[FIRST AMENDMENT TO CREDIT AGREEMENT]

FIRST AMENDMENT TO CREDIT AGREEMENT

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”).

W I T N E S S E T H:

WHEREAS, Borrower, Administrative Agent and Lenders entered into that certain Credit Agreement dated as of September 30, 2009 (the “Existing Credit Agreement”), for the purpose and consideration therein expressed, whereby Lenders became obligated to make loans to Borrower as therein provided; and

WHEREAS, Borrower, Administrative Agent and Lenders desire to amend the Existing Credit Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Existing Credit Agreement, in consideration of the loans which may hereafter be made by Lenders to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

DEFINITIONS AND REFERENCES

Section 1.1. Terms Defined in the Existing Credit Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Existing Credit Agreement shall have the same meanings whenever used in this Amendment.

Section 1.2. Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this Section 1.2.

“Amendment” means this First Amendment to Credit Agreement.

“Amendment Documents” means this Amendment and all other documents or instruments delivered in connection herewith or therewith.

“Amendment Effective Date” means the date that the conditions precedent to the effectiveness of this Amendment specified in Section 3.1 have been satisfied.

“Credit Agreement” means the Existing Credit Agreement as amended hereby.

[FIRST AMENDMENT TO CREDIT AGREEMENT]

ARTICLE II.

AMENDMENTS TO EXISTING CREDIT AGREEMENT

Section 2.1. Additional Defined Terms. Section 1.1 of the Existing Credit Agreement is amended to add the following definitions:

“Consolidated Net Tangible Assets”: at any date of determination, the total amount of consolidated assets of the Group Members after deducting therefrom: (a) all current liabilities (excluding (i) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed, and (ii) current maturities of long-term debt); and (b) the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other intangible assets, all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the Group Members for the most recently completed fiscal quarter, prepared in accordance with GAAP.

“First Amendment Effective Date”: the “Amendment Effective Date” as defined in that certain First Amendment to Credit Agreement dated as of August 2, 2010 among Borrower, Parent, Administrative Agent and Lenders party thereto.

“General Partner”: Chesapeake Midstream GP, L.L.C., a Delaware limited liability company.

“Increase Effective Date”: as defined in Section 2.14(d).

“Parent”: Chesapeake Midstream Partners, L.P., a Delaware limited partnership.

“Parent Guarantee Agreement”: the Parent Guarantee Agreement to be executed and delivered by Parent, substantially in the form of Exhibit A-2 attached hereto.

“Parent Registration Statement”: the Form S-1 Registration Statement filed by the Parent with the SEC as Registration No. 333-164905, as amended.

“Ventures”: as defined in Section 8.1(l).

Section 2.2. Existing Defined Terms. The definition of “Specified Change of Control” in Section 1.1 of the Existing Credit Agreement is hereby deleted. The following definitions in Section 1.1 of the Existing Credit Agreement are hereby amended in their entirety to read as follows:

“Applicable Margin”: for each Type of Revolving Loan, on any day, the rate per annum set forth at the appropriate intersection at the relevant column heading below for such Type of Loan, and for the Commitment Fee, on any day, the rate per annum set forth at the appropriate intersection at the column for Commitment Fee Rate, in each case based on the Consolidated Leverage Ratio as of the close of business on the immediately preceding Business Day:

Consolidated Leverage Ratio	Base Rate Loans		Eurodollar Loans		Commitment Fee Rate
Less than 3.00 to 1.00	1.75	%	2.75	%	0.50	%
Greater than or equal to 3.00 to 1.00 and less than 4.00 to 1.00	2.00	%	3.00	%	0.50	%
Greater than or equal to 4.00 to 1.00	2.25	%	3.25	%	0.50	%

2 [FIRST AMENDMENT TO CREDIT AGREEMENT]

“Chesapeake Energy Designees”: those voting members of the board of directors of the General Partner who are designated or appointed solely by Chesapeake Energy or its wholly owned Subsidiaries, excluding any directors or managers who may be designated or appointed by Chesapeake Energy or its wholly owned Subsidiaries but are designated or appointed (i) to satisfy or comply with any regulation or rule of any applicable governmental authority or regulating entity, including, without limitation, those of any regulatory agency, securities commission or stock exchange relating to independent directors or (ii) pursuant to any contractual obligations or otherwise to represent, in whole or in part, the interests of any Person other than Chesapeake Energy or its wholly owned Subsidiaries.

“Group Members”: the collective reference to Parent, the Borrower, the Subsidiary Guarantors and the Immaterial Subsidiaries.

“Gathering Documents”: the collective reference to the Gathering Agreement, the Barnett Gas Gathering Agreement executed January 25, 2010 among the Borrower, Total Gas & Power North America, Inc. and Total E&P USA, Inc., each other gas gathering agreement or similar agreement entered into by Parent, the Borrower or any Subsidiary of the Borrower with any other Person, whether pursuant to the terms of the Gathering Agreement or otherwise, and the Compression Agreement, as defined in and in the form attached to the Transaction Agreement.

“Material Agreements”: the collective reference to the Gathering Documents and the Omnibus Agreement in the form attached to the Parent Registration Statement.

“Responsible Officer”: the chief executive officer, president, chief financial officer or treasurer of the Borrower or of the General Partner, but in any event, with respect to financial matters, the chief financial officer or treasurer of the Borrower or the General Partner.

“Revolving Termination Date”: July 31, 2015.

Section 2.3. Accounting Terms. The references to “the Borrower” in the definitions of “Consolidated EBITDA”, “Consolidated Interest Expense”, “Consolidated Leverage Ratio”, “Consolidated Net Income”, “Consolidated Net Worth”, and “Consolidated Tangible Net Worth” in Section 1.1 of the Existing Credit Agreement are hereby amended to read “Parent”.

3 [FIRST AMENDMENT TO CREDIT AGREEMENT]

Section 2.4. Increase in Commitments. Section 2.14 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“Section 2.14 Increase in Commitments.

“(a) Request for Increase. Provided no Default has occurred and is continuing, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time request an increase in the Total Revolving Commitments; provided that (i) any such request for an increase shall be in a minimum amount of $15,000,000, (ii) the Borrower may make a maximum of three such requests during the Revolving Commitment Period, and (iii) after giving effect to such increase in the Total Revolving Commitments, the Total Revolving Commitments do not exceed $1,000,000,000. At the time of sending such notice, the Borrower may request all or part of such increase from the Lenders and, if it does so, shall specify (in consultation with the Administrative Agent) the time period within which each Lender who desires to commit to such increase is requested to respond.

“(b) Lender Elections to Increase. If Borrower so requests, each Lender may notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Commitment (which agreement may be given or withheld at such Lender’s sole and absolute discretion) and, if so, whether by an amount equal to, greater than, or less than its Revolving Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Commitment.

“(c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the Swing Line Lender and each Issuing Lender (which approvals shall not be unreasonably withheld), the Borrower may also invite additional Persons who qualify as Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. It shall not be a condition to obtaining an increase in the Total Revolving Commitments that the full amount of such increase requested by the Borrower be approved by the Lenders or any additional Eligible Assignees. If less than the full amount of the increase requested by the Borrower is approved by the Lenders and any additional Eligible Assignee, the Borrower may, at its option, accept the amount of the increase so approved, or the Borrower may withdraw its request for all or a portion of such increase, in which case the Borrower shall be deemed not to have made a request for all or a portion of such increase, as applicable.

“(d) Effective Date and Allocations. If the Total Revolving Commitments are increased in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final amount and allocation of such increase and the Increase Effective Date.

4 [FIRST AMENDMENT TO CREDIT AGREEMENT]

“(e) Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 4 and the other Loan Documents are true and correct on and as of the Increase Effective Date and (B) no Default exists. Administrative Agent shall notify the new or increasing Lenders of the amount of Loans of each Type and the applicable Interest Period thereof, and each such new or increasing Lender shall make Revolving Loans which are sufficient to make its outstanding Revolving Loans of each Type and of each Interest Period equal to such Lender’s Revolving Percentage of the Revolving Loans of such Type and such Interest Period. The Borrower shall pay to such new or increasing Lenders on the Increase Effective Date any costs reasonably determined by such Lender to have been incurred in respect of Eurodollar Loans related to such increase which are funded other than on the first day of the Interest Period relating thereto.

“(f) Conflicting Provisions. This Section shall supersede any provisions in Section 3.8 or Section 10.1 to the contrary.”

Section 2.5. Representations and Warranties. The introductory paragraph to Article 4 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Revolving Loans and issue or participate in the Letters of Credit, Parent and the Borrower hereby represent and warrant to the Administrative Agent and each Lender that:”

Section 2.6. Financial Condition.

(a) Sections 4.1(a) and (b) of the Existing Credit Agreement are hereby amended in their entirety to read as follows:

“Section 4.1. Financial Condition.

“(a) The audited consolidated balance sheet of Parent as of December 31, 2009 and the related consolidated statements of operations and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, in each case as set forth in the Parent Registration Statement, present fairly the consolidated financial condition of Parent as at such date as set forth therein, and its consolidated results of operations and consolidated cash flows for the fiscal year then ended as set forth therein. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involved (except as approved by the aforementioned firm of accountants and disclosed therein) as set forth therein.

5 [FIRST AMENDMENT TO CREDIT AGREEMENT]

“(b) [Intentionally deleted].”

(b) The final sentence of Section 4.1(d) which begins “Unless otherwise disclosed in writing to the Lenders prior to the date hereof” is hereby restated in its entirety to read as follows:

“Unless otherwise disclosed in writing to the Lenders prior to the First Amendment Effective Date, during the period from December 31, 2009, to and including the First Amendment Effective Date there has been no Disposition by any Group Member of any material part of its business or property from that reflected in the balance sheet as at such date referred to in Section 4.1(a).”

Section 2.7. No Change. Section 4.2 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“Section 4.2. No Change. Since December 31, 2009 there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect except as set forth at Schedule 4.2.”

Section 2.8. Knowledge and Belief Representations and Warranties.

(a) The references in Sections 4.6, 4.10, 4.12, 4.17(d) and 4.17(f) of the Existing Credit Agreement to “to the knowledge of the Borrower” are hereby amended to read “to the knowledge of the Parent and Borrower”.

(b) The reference in Section 4.17(b) of the Existing Credit Agreement to “nor does the Borrower have knowledge” is hereby amended to read “nor do Parent or the Borrower have knowledge”.

(c) The reference in Section 4.18 of the Existing Credit Agreement to “believed by management of the Borrower” is hereby amended to read “believed by management of Parent and the Borrower”.

Section 2.9. Subsidiaries. Section 4.15 of the Existing Credit Agreement is hereby amended to add the following sentences to the end thereof:

“Parent has no Subsidiaries other than the Borrower and its Subsidiaries. General Partner is the sole general partner of Parent.”

Section 2.10. Affirmative Covenants. The introductory paragraph to Article 6 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“Parent and the Borrower hereby agree that, so long as the Revolving Commitments remain in effect, any Letter of Credit remains outstanding or any Revolving Loan or other amount is owing to any Lender or Administrative Agent hereunder, Parent and the Borrower shall and shall cause each Group Member to:”

Section 2.11. Financial Statements. The references in Sections 6.1(a) and 6.1(b) of the Existing Credit Agreement to “the Borrower” are hereby amended to read “Parent”.

6 [FIRST AMENDMENT TO CREDIT AGREEMENT]

Section 2.12. Certificates; Other Information.

(a) The reference in Sections 6.2(b) of the Existing Credit Agreement to “Responsible Officer of the Borrower” is hereby amended to read “Responsible Officer”.

(b) The reference in Sections 6.2(c) of the Existing Credit Agreement to “consolidated balance sheet of the Borrower” is hereby amended to read “consolidated balance sheet of Parent”.

(c) The reference in Sections 6.2(d) of the Existing Credit Agreement to “fiscal quarter of the Borrower” is hereby amended to read “fiscal quarter of Parent”.

Section 2.13. Notices. The reference in Sections 6.7(d)(ii) of the Existing Credit Agreement to “the PBGC or the Borrower” is hereby amended to read “the PBGC or Parent or the Borrower”.

Section 2.14. Negative Covenants. The introductory paragraph to Article 7 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“Parent and the Borrower hereby agree that, so long as the Revolving Commitments remain in effect, any Letter of Credit remains outstanding or any Revolving Loan or other amount is owing to any Lender or Administrative Agent hereunder, Parent and the Borrower shall not, and shall not permit any Group Member to, directly or indirectly:”

Section 2.15. Financial Condition Covenants. Sections 7.1 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“Section 7.1. Financial Condition Covenants.

“(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio on any day to be greater than 4.50 to 1.0.

“(b) Interest Coverage Ratio. Permit the ratio of (i) Consolidated EBITDA for the period of four consecutive fiscal quarters of Parent then most recently ended to (ii) Consolidated Interest Expense for such period to be less than 3.00 to 1.0.”

Section 2.16. Secured Indebtedness. Section 7.2(e) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“(e) Indebtedness in respect of Capital Lease Obligations and other financing of fixed or capital assets permitted by Section 7.3(g);”

Section 2.17. Unsecured Indebtedness. Section 7.2(h) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“(h) additional Indebtedness of Parent, the Borrower or any of its Subsidiaries that represents unsecured senior or subordinated notes issued by the Parent, and unsecured Guarantee Obligations thereof by the Borrower and the Subsidiary Guarantors; provided that (A) no principal amount of such Indebtedness matures earlier than six (6) months after the Revolving Termination Date, (B) at the time of such issuance and after giving effect thereto, no Default or Event of Default shall exist, including compliance with the financial condition covenants under Section 7.1, and (C) the Parent and the Borrower shall have delivered to the Administrative Agent a certificate in reasonable detail reflecting compliance with each of the foregoing requirements of this Section 7.2(h), including calculations with supporting detail regarding the financial condition covenants under Section 7.1, together with such other evidence of compliance with the foregoing requirements of this Section 7.2(h) as the Administrative Agent may reasonably request.”

7 [FIRST AMENDMENT TO CREDIT AGREEMENT]

Section 2.18. Liens. Section 7.3(g) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“(g) Liens securing Capital Lease Obligations or securing Indebtedness of the Borrower or any other Group Member to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the Capital Lease or the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property under such Capital Lease or financed by such Indebtedness, (iii) the amount of Indebtedness represented by such Capital Lease or secured by such acquired assets shall not be increased, and (iv) the aggregate principal amount (for the Borrower and all other Group Members) of all such Capital Leases or other Indebtedness secured as permitted by this Section 7.3(g) shall not exceed at any one time outstanding 10.0% of Consolidated Net Tangible Assets;”

Section 2.19. Restricted Payments. Section 7.6 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“Section 7.6. Restricted Payments. Declare or pay any dividend or distribution (other than dividends payable solely in common stock or partnership or membership interests of the Person making such dividend or distribution) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member (or enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any such Capital Stock if the purchase, redemption, defeasance, retirement or other acquisition thereof by the Borrower and its Subsidiaries would otherwise be prohibited under this Section 7.6), whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any Subsidiary Guarantor, or enter into any derivatives or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a “Derivatives Counterparty”) obligating any Group Member to make payments (other than payments solely in the form of Capital Stock of the Borrower) to such Derivatives Counterparty as a result of any change in market value of any such Capital Stock (collectively, “Restricted Payments”), except that (i) any Subsidiary Guarantor or Immaterial Subsidiary may pay cash

8 [FIRST AMENDMENT TO CREDIT AGREEMENT]

dividends or distributions on its Capital Stock to the Borrower or any Subsidiary Guarantor, (ii) the Borrower may pay cash dividends or distributions on its Capital Stock to the Parent, and (iii) so long as (A) no Default or Event of Default has occurred and is continuing at such time and (B) no Default or Event of Default would exist after giving pro forma effect to such distribution, the Parent may pay distributions to its members of “Available Cash” as defined in and permitted by the terms of the Parent’s Agreement of Limited Partnership (as defined in and in the form attached to the Parent Registration Statement) as it exists on the First Amendment Effective Date.”

Section 2.20. Modifications of Certain Agreements.

(a) Each reference in clause (i) of Section 7.8(c) to “Borrower’s Consolidated EBITDA” or “Borrower’s total Consolidated EBITDA” is hereby amended to read “Parent’s Consolidated EBITDA” or “Parent’s total Consolidated EBITDA”, respectively.

(b) Clause (ii) of Section 7.8(c) of the Existing Credit Agreement is hereby amended to read as follows:

“(ii) with respect to which the assignee or the acquiring Person under a separate gas gathering agreement has (or the guarantor of its obligations under a guaranty provided pursuant to the Gathering Agreement has) a long-term, senior unsecured credit rating equal to or greater than BB (or higher) by S&P and Ba3 (or higher) by Moody’s, in each case without a negative outlook.”

Section 2.21. Acquisitions. Clauses (ii) and (iii) of Section 7.10 of the Existing Credit Agreement are hereby amended in their entirety to read as follows:

“(ii) in the case of any such acquisition from a Person other than Chesapeake Midstream Operating, L.L.C. or any of its subsidiaries, immediately before and immediately after giving pro forma effect to such acquisition and to any Indebtedness incurred in connection with such acquisition, the Consolidated Leverage Ratio does not exceed 4.25 to 1.0; (iii) a substantial part of the assets acquired in such acquisition are commonly understood to be in the midstream energy business and immediately before and immediately after giving pro forma effect to such acquisition and to any Indebtedness incurred in connection with such acquisition, the Borrower shall be in compliance with the covenants set forth in Section 7.1;”.

Section 2.22. Changes in Fiscal Period. Section 7.11 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“Section 7.11. Changes in Fiscal Period. Permit the fiscal year of Parent to end on a day other than December 31 or change Parent’s method of determining fiscal quarter.”

Section 2.23. Parent. The Existing Credit Agreement is hereby amended to add the following Section 7.18 immediately following Section 7.17:

“Section 7.18. Parent. Notwithstanding any other provision of this Agreement, with respect to Parent only: (a) hold any assets or conduct any business other than its ownership of the Borrower, (b) dispose of any of its ownership interest in the Borrower, and (c) accept any Restricted Payment in violation of Section 7.6.”

9 [FIRST AMENDMENT TO CREDIT AGREEMENT]

Section 2.24. Events of Default.

(a) Paragraph (k) of Article 8 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“(k) [intentionally omitted]”

(b) Paragraph (l) of Article 8 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“(l)(i) Chesapeake Midstream Ventures, L.L.C., a Delaware limited liability company (“Ventures”) shall cease to be, directly or indirectly, the beneficial owner (as defined above) of all of the outstanding Capital Stock of General Partner; (ii) General Partner shall cease to be, directly or indirectly, the beneficial owner (as defined above) of all of the general partner interests of Parent; (iii) less than 50% of the members of the board of directors, board of managers or similar governing body (the “Board”) of General Partner (excluding those members designated or appointed as independent directors to comply with any regulation or rule of any applicable governmental authority or regulating entity, including, without limitation, those of any regulatory agency, securities commission or stock exchange) shall be Chesapeake Energy Designees; (iv) the Designated Holders shall cease to be, directly or indirectly, the beneficial owners (as defined above), free and clear of all Liens, of the greater of (A) at least 25% of each class of outstanding Capital Stock of Ventures or (B) that amount or percentage of each class of outstanding Capital Stock of Ventures required under the organizational documents of Ventures to be entitled to hold 50% or more of the members of the Board of Ventures; or (v) the voting members of the Board of Ventures who are designated or appointed solely by Chesapeake Energy or its wholly owned Subsidiaries shall at any time (A) constitute less than 50% of the members of the Board of Ventures or (B) shall have any duty or obligation (other than any duty or obligation that may not be waived pursuant to Delaware law) to represent, in whole or in part, the interest of any Person other than Chesapeake Energy or its wholly owned Subsidiaries; or”

(c) Paragraph (m) of Article 8 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“(m)(i) any Group Member (A) has failed to make payment when due of one or more amounts under the Material Agreements that exceed $5,000,000 in the aggregate at any one time outstanding, except to the extent such Group Member shall be disputing in good faith such payment in accordance with the terms of such Material Agreement, or (B) fails to observe or perform any other term, agreement or condition contained in or required by any Material Agreement, the effect of which failure under this clause (B) is to cause, or to permit any Person to terminate any Material Agreement or any material

10 [FIRST AMENDMENT TO CREDIT AGREEMENT]

rights and benefits of such Group Member under such Material Agreement; or (ii) any Person party to a Material Agreement other than a Group Member (A) has failed to make payment when due of one or more amounts under any Material Agreement, except to the extent such Person shall be disputing in good faith such payment in accordance with the terms of such Material Agreement, that exceed $5,000,000 in the aggregate at any one time outstanding, (B) fails to observe or perform any other term, agreement or condition contained in or required by any Material Agreement, the effect of which failure under this clause (B) is to cause, or to permit any Group Member to terminate any Material Agreement, (C) permits any of the events described in paragraph (f) of this Article to occur with respect to such Person; or (iii) any amendment, modification, compromise, waiver or consent shall be made in respect of Material Agreement that has the effect of reducing or terminating (A) the aggregate amounts payable to or on behalf of any Group Member pursuant to the Material Agreement, whether already accrued or to be payable in the future and whether as a modification of fees, rates, charges, tax payments, reimbursement rights, indemnification rights, minimum storage commitments, minimum throughput commitments or otherwise, if such amendment, modification, compromise, waiver or consent would have the effect of reducing Consolidated EBITDA attributable to such Material Agreement by more than 10% or (B) any other material rights and benefits of a Group Member under such Material Agreement; or (iv) any assignment or transfer of rights or obligations in respect of any Material Agreement occurs in violation of the terms of any Material Agreement, as such terms exist on the date of this Agreement; or”

Section 2.25. Notices Generally. Sections 10.2(a)(i) and (ii) of the Existing Credit Agreement are hereby amended in their entirety to read as follows:

“(i) if to the Borrower or Parent, 6100 N. Western Ave., Oklahoma City, Oklahoma 73118, Attention: Dave Shiels (Telecopy No. 405-849-6224, Electronic Mail (E-mail): dave.shiels@chk.com) and Elliot Chambers (Telecopy No. 405-849-6119, Electronic Mail (E-mail): elliot.chambers@chk.com);

“(ii) if to the Administrative Agent, to Wells Fargo Bank, National Association, MAC D1109-019, 1525 W W T Harris Blvd, 1st Floor, Charlotte, NC 28262-8522, Attention: Laura Pellerin (Telecopy No. 704-715-0017, Phone No. 704-590-2760), with a copy to Wells Fargo Bank, National Association, 1445 Ross Avenue, Suite 4500, T5303-452, Dallas, Texas 75202, Attention: Jason Hicks (Telecopy No. 214-721-8215);”

Section 2.26. Schedule 1.1A. Schedule 1.1A to the Existing Credit Agreement is hereby amended in its entirety to read as set forth in Schedule 1.1A attached hereto.

Section 2.27. Consent of Majority Lenders. Majority Lenders hereby consent to (a) the release by Administrative Agent of the Liens in the Capital Stock of the Borrower pursuant to the Pledge Agreements by each of GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P., GIP-C Holding (CHK), L.P., and Chesapeake Midstream Holdings, L.L.C., (b) the termination of each such Pledge Agreement, (c) the amendments to the Borrower’s LLC Agreement as contemplated by the Parent Registration Statement, and (d) the transactions contemplated by the Parent Registration Statement.

11 [FIRST AMENDMENT TO CREDIT AGREEMENT]

ARTICLE III.

CONDITIONS OF EFFECTIVENESS

Section 3.1. Effective Date. This Amendment shall become effective as of the date first above written when and only when:

(a) Each of the following conditions shall have been satisfied with respect to the transactions contemplated in the Parent Registration Statement:

(i) The sale of common units of Parent to the public (the “Parent Equity Sale”) and the related transactions, as contemplated by the Parent Registration Statement, shall have been committed to and “priced” pursuant to a fully executed underwriting agreement; and

(ii) all transactions contemplated in the Parent Registration Statement, other than the Parent Equity Sale, shall have been consummated, all conditions to the Parent Equity Sale shall have been tendered, and the closing and funding of the Parent Equity Sale shall be required to occur pursuant to the executed underwriting agreement on the business day immediately following the Effective Date.

(b) Administrative Agent shall have received all of the following, at Administrative Agent’s office, duly executed and delivered and in form, substance and date satisfactory to Administrative Agent:

(i) the Amendment executed by Borrower, Parent, Administrative Agent and each Lender;

(ii) the Parent Guarantee Agreement executed by Parent;

(iii) a duly executed Consent and Agreement from each Subsidiary Guarantor in the form attached hereto;

(iv) a closing certificate of each Loan Party in substantially the form of Exhibit C to this Amendment;

(v) (1) a certificate from officer of General Partner of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of General Partner as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with Credit Agreement and the other Loan Documents to which Parent is a party and (2) such documents and certifications as the Administrative Agent may require to evidence that each General Partner and Parent are duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;

12 [FIRST AMENDMENT TO CREDIT AGREEMENT]

(vi) Security Agreement encumbering all assets of Parent;

(vii) amendments or supplements to the Mortgages providing for the change in the maximum Total Revolving Commitments and the Revolving Termination Date provided for in this Amendment;

(viii) legal opinions of Commercial Law Group, P.C. and Vinson & Elkins, counsel to the Group Members, regarding such matters as may be required by the Administrative Agent;

(ix) legal opinion of Thompson & Knight LLP, counsel to the Administrative Agent, regarding such matters as may be required by the Administrative Agent; and

(x) such other supporting documents as Administrative Agent may reasonably request.

(c) Borrower shall have paid, in connection with such Loan Documents, all recording, handling, amendment and other fees required to be paid to Administrative Agent pursuant to any Loan Documents.

(d) Borrower shall have paid, in connection with such Loan Documents, all other fees and reimbursements to be paid to Administrative Agent pursuant to any Loan Documents, or otherwise due Administrative Agent and including invoiced fees and disbursements of Administrative Agent’s attorneys.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

Section 4.1. Representations and Warranties of Borrower and Parent. In order to induce each Lender to enter into this Amendment, Borrower and Parent represent and warrant to each Lender that:

(a) The representations and warranties contained in Article 4 of the Credit Agreement are true and correct at and as of the time of the effectiveness hereof, except (i) to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement, (ii) to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (iii) for purposes of this definition, the representations and warranties contained in subsections (a) and (b) of Section 4.1 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.1 of the Credit Agreement.

(b) Borrower and Parent are duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower and Parent have duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower and Parent hereunder and thereunder.

13 [FIRST AMENDMENT TO CREDIT AGREEMENT]

(c) When duly executed and delivered, each of this Amendment and the Credit Agreement will be a legal and binding obligation of each of Borrower and Parent, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights and by equitable principles of general application.

ARTICLE V.

MISCELLANEOUS

Section 5.1. Parent Joinder. Parent hereby expressly joins the Credit Agreement as Parent and as a Group Member and expressly assumes all of the obligations and liabilities of Parent and a Group Member as provided therein. As of the Effective Date, Parent shall be deemed to be a party to the Credit Agreement with the same effect as if Parent is a direct signatory thereto. Parent hereby expressly ratifies, confirms and approves the Credit Agreement and the other Loan Documents, as they may be amended or affected by the various Amendment Documents.

Section 5.2. Ratification of Agreements. The Existing Credit Agreement as hereby amended is hereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or affected by the various Amendment Documents, are hereby ratified and confirmed in all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Existing Credit Agreement as hereby amended. The execution, delivery and effectiveness of this Amendment and the other Amendment Documents shall not, except as expressly provided herein or therein, operate as a waiver of any right, power or remedy of Lenders under the Credit Agreement, the Notes, or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement, the Notes or any other Loan Document.

Section 5.3. Provisions Relating to Commitments. From and after the Amendment Effective Date, the Lenders shall have the respective Revolving Commitment as set forth on Schedule 1.1A as amended hereby. Upon execution of this Amendment by any Lender that is not a Lender under the Existing Credit Agreement (a “New Lender”) and the effectiveness of this Amendment pursuant to Article III hereof, such New Lender shall be a Lender under the Credit Agreement for all purposes, and, to the extent of its respective Revolving Commitment as set forth on Schedule 1.1A as amended hereby, shall have the rights and obligations of a Lender thereunder. The Lenders and the Borrower hereby authorize the Administrative Agent to request borrowings from the Lenders, to make prepayments of Revolving Loans and to reduce Revolving Commitments under the Credit Agreement among the Lenders in order to ensure that, upon the effectiveness of this Amendment, the Revolving Loans of the Lenders shall be outstanding on a ratable basis in accordance with their respective Revolving Percentage (after giving effect to this Amendment) and that the Revolving Commitments shall be as set forth on Schedule 1.1A as amended hereby and no such borrowing, prepayment or reduction shall violate any provisions of the Credit Agreement or this Amendment. The Lenders hereby confirm that, from and after the Amendment Effective Date, all participations of the Lenders in respect of Letters of Credit outstanding hereunder shall be based upon the Revolving Percentage of each Lender (after giving effect to this Amendment).

14 [FIRST AMENDMENT TO CREDIT AGREEMENT]

Section 5.4. Survival of Agreements. All representations, warranties, covenants and agreements of Borrower and Parent herein shall survive the execution and delivery of this Amendment and the performance hereof, including without limitation the making or granting of the Loans, and shall further survive until all of the Obligations are paid in full. All statements and agreements contained in any certificate or instrument delivered by Borrower or any Group Members hereunder or under the Credit Agreement to any Lender shall be deemed to constitute representations and warranties by, and/or agreements and covenants of, Borrower and Parent under this Amendment and under the Credit Agreement.

Section 5.5. Loan Documents. This Amendment is and the other Amendment Documents each are a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto and thereto.

Section 5.6. Governing Law. This Amendment shall be governed by and construed in accordance the laws of the State of Texas and any applicable laws of the United States of America in all respects, including construction, validity and performance.

Section 5.7. Counterparts; Fax. This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. This Amendment and the other Amendment Documents may be validly executed by facsimile or other electronic transmission.

THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.

[The remainder of this page has been intentionally left blank.]

15 [FIRST AMENDMENT TO CREDIT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

CHESAPEAKE MLP OPERATING, L.L.C.
By:	/s/ J. Mike Stice
	J. Mike Stice
	Chief Executive Officer
CHESAPEAKE MIDSTREAM PARTNERS, L.P.
By: Chesapeake Midstream GP, L.L.C., its general partner
By:	/s/ J. Mike Stice
	J. Mike Stice
	Chief Executive Officer

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, as Swing Line Lender, as an Issuing Lender and as a Lender
By:	/s/ J. Alan Alexander
Name:	J. Alan Alexander
Title:	SVP

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

THE ROYAL BANK OF SCOTLAND plc, as a Lender
By:	/s/ Phil Ballard
Name:	Phil Ballard
Title:	Managing Director

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

BANK OF MONTREAL, as a Lender
By:	/s/ Gumaro Tijerina
Name:	Gumaro Tijerina
Title:	Director

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

COMPASS BANK, as a Lender
By:	/s/ Kathleen J. Bowen
Name:	Kathleen J. Bowen
Title:	Senior Vice President

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

THE BANK OF NOVA SCOTIA, as a Lender
By:	/s/ Marc Graham
Name:	Marc Graham
Title:	Director

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

BARCLAYS BANK PLC, as a Lender
By:	/s/ Nicholas Bell
Name:	Nicholas Bell
Title:	Director

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

BANK OF AMERICA, N.A., as a Lender
By:	/s/ Ronald E. McKaig
Name:	Ronald E. McKaig
Title:	Senior Vice President

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

CITIBANK, N.A., as a Lender
By:	/s/ James F. Reilly
Name:	James F. Reilly
Title:	Vice President

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

GOLDMAN SACHS BANK USA, as a Lender
By:	/s/ Mark Walton
Name:	Mark Walton
Title:	Authorized Signatory

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

MORGAN STANLEY BANK, N.A., as a Lender
By:	/s/ Ryan Vetsch
Name:	Ryan Vetsch
Title:	Authorized Signatory

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

UBS LOAN FINANCE, LLC, as a Lender
By:	/s/ Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director
By:	/s/ Mary E. Evans
Name:	Mary E. Evans
Title:	Associate Director

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By:	/s/ Nupur Kumar
Name:	Nupur Kumar
Title:	Vice President
By:	/s/ Lynne-Marie Paquette
Name:	Lynne-Marie Paquette
Title:	Associate

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

ING CAPITAL LLC, as a Lender
By:	/s/ Juli Bieser
Name:	Juli Bieser
Title:	Director

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

ROYAL BANK OF CANADA, as a Lender
By:	/s/ Don J. McKinnerney
Name:	Don J. McKinnerney
Title:	Authorized Signatory

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

CREDIT AGRICOLE CORPORATE
AND INVESTMENT BANK, as a Lender
By:	/s/ Dennis Petito
Name:	Dennis Petito
Title:	Managing Director
By:	/s/ Michael Willis
Name:	Michael Willis
Title:	Managing Director

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

COMERICA BANK, as a Lender
By:	/s/ Dustin Hansen
Name:	Dustin Hansen
Title:	Senior Vice President

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

DEUTSCHE BANK TRUST COMPANY
AMERICAS, as a Lender
By:	/s/ Carin Keegan
Name:	Carin Keegan
Title:	Director
By:	/s/ Erin Morrissey
Name:	Erin Morrissey
Title:	Vice President

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

EXPORT DEVELOPMENT CANADA,
as a Lender
By:	/s/ Vivianne Bouchard
Name:	Vivianne Bouchard
Title:	Financing Manager
By:	/s/ Carl Burlock
Name:	Carl Burlock
Title:	Director

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

RAYMOND JAMES BANK, FSB, as a
Lender
By:	/s/ James M. Armstrong
Name:	James M. Armstrong
Title:	Vice President

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

SUMITOMO MITSUI BANKING
CORP., NEW YORK, as a Lender
By:	/s/ Masakazu Hasegawa
Name:	Masakazu Hasegawa
Title:	General Manager

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

TORONTO DOMINION (NEW YORK),
LLC, as a Lender
By:	/s/ Bebi Yasin
Name:	Bebi Yasin
Title:	Authorized Signatory

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

U.S. BANK NATIONAL ASSOCIATION, as
a Lender
By:	/s/ Bruce E. Hernandez
Name:	Bruce E. Hernandez
Title:	Vice President

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

NATIXIS, as a Lender
By:	/s/ Donovan Broussard
Name:	Donovan Broussard
Title:	Managing Director
By:	/s/ Carlos Quinteros
Name:	Carlos Quinteros
Title:	Managing Director

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

First Amendment

CONSENT AND AGREEMENT

Each of the undersigned (in their individual capacity, each a “Guarantor”), hereby (i) consents to the provisions of this Amendment and the transactions contemplated herein, (ii) ratifies and confirms the Guaranty dated as of September 30, 2009 made by it for the benefit of Administrative Agent and Lenders executed pursuant to the Credit Agreement and the other Loan Documents, (iii) agrees that all of its respective obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and the other documents and instruments executed in connection herewith, and (iv) agrees that the Guaranty and such other Loan Documents shall remain in full force and effect.

BLUESTEM GAS SERVICES, L.L.C., an Oklahoma limited liability company
CHESAPEAKE MIDSTREAM GAS SERVICES, L.L.C., an Oklahoma limited liability company
OKLAHOMA MIDSTREAM GAS SERVICES, L.L.C., an Oklahoma limited liability company
PONDER MIDSTREAM GAS SERVICES, L.L.C., a Delaware limited liability company
TEXAS MIDSTREAM GAS SERVICES, L.L.C., an Oklahoma limited liability company
By: Chesapeake MLP Operating, L.L.C., sole manager
	By:	/s/ J. Mike Stice
		J. Mike Stice
		Chief Executive Officer

[CONSENT AND AGREEMENT TO FIRST AMENDMENT TO CREDIT AGREEMENT]

SCHEDULE 1.1A

Commitments

LENDER	REVOLVING COMMITMENT
Wells Fargo Bank, National Association	$	60,000,000.00
The Royal Bank of Scotland plc	$	60,000,000.00
Bank of Montreal	$	60,000,000.00
Compass Bank	$	60,000,000.00
The Bank of Nova Scotia	$	50,000,000.00
Barclays Bank PLC	$	35,000,000.00
Bank of America, N.A.	$	35,000,000.00
Citibank, N.A.	$	35,000,000.00
Goldman Sachs Bank USA	$	35,000,000.00
Morgan Stanley Bank, N.A.	$	35,000,000.00
UBS Loan Finance, LLC	$	35,000,000.00
Credit Suisse AG, Cayman Islands Branch	$	25,000,000.00
ING Capital LLC	$	25,000,000.00
Royal Bank of Canada	$	25,000,000.00
Credit Agricole Corporate and Investment Bank	$	20,000,000.00
Comerica Bank	$	20,000,000.00
Deutsche Bank Trust Company Americas	$	20,000,000.00
Export Development Canada	$	20,000,000.00
Raymond James Bank, FSB	$	20,000,000.00
Sumitomo Mitsui Banking Corp., New York	$	20,000,000.00
Toronto Dominion (New York), LLC	$	20,000,000.00
U.S. Bank National Association	$	20,000,000.00
Natixis	$	15,000,000.00
Total	$	750,000,000.00

[CONSENT AND AGREEMENT TO FIRST AMENDMENT TO CREDIT AGREEMENT]