Amendment to Letter Agreement



 Exhibit 10.1 
  


			
	



	  	 Chesapeake Midstream Partners, L.P.
 6100 North Western Avenue
 Oklahoma City, OK 73118

 
 Post Office Box 18355

Oklahoma City, OK 73154-0355


 June 29, 2012 
 Chesapeake Energy Corporation 

6100 North Western Avenue 
 Oklahoma City,
Oklahoma 73118 
 Re: Letter Amendment Agreement 
 Sir or Madam: 
 This letter (“Letter Amendment Agreement”) amends that certain
Letter Agreement (the “Letter Agreement”), dated as of June 15, 2012, by and among Chesapeake Energy Corporation, Chesapeake Midstream Management, L.L.C., Chesapeake Operating, Inc., Chesapeake Midstream GP, L.L.C., Chesapeake
Midstream Partners, L.P., Chesapeake MLP Operating L.L.C, GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P. and GIP-C Holding (CHK), L.P. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Letter
Agreement. 
 For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Letter
Amendment Agreement agree that: 
  

	 	1.	Section 5.a. of the Letter Agreement is hereby amended by adding the following sentence to the end of Section 5.a.: 


“To the extent that we put in place General Liability, Excess Liability and Pollution Liability insurance, effective as of
June 29, 2012, such insurance policies shall, include CHK and its subsidiaries and affiliates as additional insured, (i) during the Period of Secondment, with respect to acts or omissions of the Seconded Employees taken at our direction in
the course of services provided by such Seconded Employees to us pursuant to the Secondment Agreement and the Stice Agreement and (ii) on the terms, conditions and procedures set forth in the Services Agreement, with respect to the matters
covered by the indemnification provisions in Section 8 of the Services Agreement pursuant to which the Company Group (as defined in the Services Agreement) is required to provide indemnification to the Chesapeake Entities Indemnified Parties
(as defined in the Services Agreement).” 








	 	2.	The Letter Agreement is hereby amended by adding the following Section 18 to the Letter Agreement: 


“Section 18. The Secondment Agreement is hereby amended as follows: 

Section 3.3 Workers Compensation, is hereby amended by deleting the second sentence and replacing it with the
following: 
 Chesapeake Management’s workers’ compensation insurance will include the following endorsements for the
General Partner: (a) waiver of right of recovery from others endorsement, and (b) alternate employer endorsement.” 
  

	 	3.	The Letter Agreement is hereby amended by adding the following Section 19 to the Letter Agreement: 


“Section 19. Reference is hereby made to that certain Indemnity Agreement (the “Indemnity Agreement”), dated as of
September 30, 2009, by and among Chesapeake Midstream Development, L.P., CHK and MLP Operating (capitalized terms used but not defined in this Section 19 have the meanings ascribed to them in the Indemnity Agreement). Section 1(b) is
hereby amended and restated in its entirety to read as follows: 
 b. any 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” 
  

	 	4.	Except as expressly amended by this Letter Amendment Agreement, the Letter Agreement is and shall continue to be in full force and effect and are hereby ratified and
confirmed. This Letter Amendment Agreement is limited as specified and will not constitute a modification, amendment, or waiver of any other provision of the Letter Agreement. 


 

	 	5.	The reference in this Letter Amendment Agreement to any section or subsection of any Agreement shall be deemed to amend all other sections and subsections of such
Agreement to the extent such other sections and subsections conflict with such amendment. 

  

	 	6.	 This Letter Amendment Agreement will be governed by and construed in accordance with the laws of the State of Delaware (except to the extent any











	 	
terms of this letter agreement must be interpreted in light of the law of the state in which Stice or an employee seconded pursuant to the Secondment Agreement is employed), without regard to
principles of conflicts of law. This Letter Amendment Agreement may be executed in multiple counterparts, each of which taken together will constitute one and the same instrument. 


[signature page follows] 







 
			
	Very truly yours,
	
	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 sole 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 Transition Services Letter Agreement] 








			
	ACKNOWLEDGED AND AGREED AS OF
	THE DATE FIRST WRITTEN ABOVE:
	
	CHESAPEAKE ENERGY CORPORATION
		
	By:	 	/s/ Domenic J. Dell’Osso, Jr.
	Name:	 	Domenic J. Dell’Osso, Jr.
	Title:	 	Executive Vice President and Chief Financial Officer
	
	CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.
		
	By:	 	/s/ Domenic J. Dell’Osso, Jr.
	Name:	 	Domenic J. Dell’Osso, Jr.
	Title:	 	Executive Vice President and Chief Financial Officer
	
	CHESAPEAKE OPERATING, INC.
		
	By:	 	/s/ Domenic J. Dell’Osso, Jr.
	Name:	 	Domenic J. Dell’Osso, Jr.
	Title:	 	Executive Vice President and Chief Financial Officer

 [Signature page to Transition Services Letter Agreement] 








									
	ACKNOWLEDGED AND AGREED AS OF	  	
	THE DATE FIRST WRITTEN ABOVE:	  	
		
	GIP-A HOLDING (CHK), L.P.	  	
					
		  		  	By:	  	GIP-A Holding (CHK) GP, LLC, its sole general partner	  	
					
		  		  	By:	  	 /s/ Jonathan Bram
	  	
		  		  	Name:	  	/s/ Jonathan Bram	  	
		  		  	Title:	  	Secretary	  	
		
	GIP-B HOLDING (CHK), L.P.	  	
					
		  		  	By:	  	GIP-B Holding (CHK) GP, LLC, its sole general partner	  	
					
		  		  	By:	  	 /s/ Jonathan Bram
	  	
		  		  	Name:	  	/s/ Jonathan Bram	  	
		  		  	Title:	  	Secretary	  	
		
	GIP-C HOLDING (CHK), L.P.	  	
					
		  		  	By:	  	GIP-C Holding (CHK) GP, LLC, its sole general partner	  	
					
		  		  	By:	  	 /s/ Jonathan Bram
	  	
		  		  	Name:	  	/s/ Jonathan Bram	  	
		  		  	Title:	  	Secretary	  	

 [Signature page to Transition Services Letter Agreement]