Amendment to Omnibus Agreement



 Exhibit 10.5 
 EXECUTION VERSION 
 AMENDMENT TO OMNIBUS AGREEMENT 

This Amendment is entered into as of June 15, 2012 (this “Amendment”) 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”), and amends that certain Omnibus Agreement, dated as of August 3, 2010, by and among Chesapeake Holdings, Midstream Ventures and the
Partnership (as amended, the “Omnibus Agreement”). The above named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties”.
Unless the context otherwise requires, capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Omnibus Agreement. 
 RECITALS 
 WHEREAS, the Parties are party to the Omnibus Agreement;

 WHEREAS, Chesapeake Holdings, GIP II Eagle 1 Holding, L.P., a Delaware limited partnership (“GIP II
E1”), GIP II Eagle 2 Holding, L.P., a Delaware limited partnership (“GIP II E2”), and GIP II Eagle 3 Holding, L.P., a Delaware limited partnership (“GIP II E3” and, collectively with GIP
II E1 and GIP II E2, the “GIP Buyers”) have entered into that certain Purchase Agreement, dated as of June 7, 2012 (the “Purchase Agreement”), pursuant to which the GIP Buyers are acquiring
certain Equity Interests in Midstream Ventures and the Partnership from Chesapeake Holdings; 
 WHEREAS, the Parties are
familiar with the Purchase Agreement and acknowledge that they will benefit if the transactions provided for in the Purchase Agreement are consummated; 
 WHEREAS, the execution and delivery by the Parties of this Amendment is a material inducement to the willingness of the GIP Buyers to enter into the Purchase Agreement and consummate the transactions
contemplated thereby; and 
 WHEREAS, pursuant to Section 4.9 of the Omnibus Agreement, the Parties wish to amend
and modify certain provisions of the Omnibus Agreement. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows: 
 1. Amendments to
Section 1.1(b). 
 a. The definition of “Change of Ownership” contained in Section 1.1(b) of the
Omnibus Agreement is hereby amended and restated in its entirety as follows: 
 ““Change in
Ownership” means the point in time when Global Infrastructure Partners has beneficial ownership of less than 50% of the amount of Equity Interests in Midstream Ventures held by Global Infrastructure Partners as of the Effective
Date.” 







 b. The definition of “Global Infrastructure Partners” is hereby amended and
restated in its entirety as follows: 
 ““Global Infrastructure Partners” means any private equity
fund, investment fund, hedge fund or other Person managed or controlled by Global Infrastructure Management, LLC, and the respective Affiliates of any of the foregoing.” 
 2. No Other Amendments or Waivers. Except as set forth above in this Amendment, the Omnibus Agreement shall remain unchanged and in full force and effect. 

3. Counterparts. This Amendment may be executed in multiple counterparts (including by facsimile signature and PDF), each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 4.
Effectiveness. This Amendment shall become effective on the date first above written. 
 5. Additional
Miscellaneous Provisions. Article 4 of the Omnibus Agreement are hereby incorporated by reference and shall apply mutatis mutandis as if set forth in full herein. 
 [signature page follows.] 

  
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 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written
above. 
  

			
	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 GP, L.L.C.,
		 	its General Partner
		
	By:	 	/s/ J. MIKE STICE
		 	  

	Name:	 	J. Mike Stice
	Title:	 	Chief Executive Officer


 Signature Page to Amendment to Omnibus Agreement