First Amendment to Award Agreement


 Exhibit 10.7 
 FIRST AMENDMENT TO 
 AWARD AGREEMENT UNDER THE 

CHESAPEAKE MIDSTREAM MANAGEMENT INCENTIVE COMPENSATION PLAN (NOW KNOWN AS THE ACCESS MIDSTREAM PARTNERS GP, L.L.C. MANAGEMENT INCENTIVE
COMPENSATION PLAN) 
 This First Amendment to Award Agreement (this “Amendment”) is entered into effective as of
December 20, 2012, by and between Access Midstream Partners GP, L.L.C. (the “Company”), and Robert S. Purgason (“Participant”). Capitalized terms used but not otherwise defined herein shall have the respective meanings
ascribed to them in the Plan and the Agreement (each as defined below). 
 RECITALS 

WHEREAS, Participant was previously granted a Participation Interest under the Chesapeake Midstream Management Incentive
Compensation Plan, now known as the Access Midstream Partners GP, L.L.C. Management Incentive Compensation Plan (the “Plan”), pursuant to that certain Award Agreement, dated as of January 1, 2010 (the “Agreement”), between
Participant and Chesapeake Midstream Management, L.L.C., an Oklahoma limited liability company (“Chesapeake Midstream”); 
 WHEREAS, Chesapeake Midstream Development, L.L.C., an Oklahoma limited liability company (“Seller”), has sold its outstanding ownership interests in Chesapeake Midstream Operating,
L.L.C., a Delaware limited liability company, to Access Midstream Partners L.P., a Delaware limited partnership (“the “Partnership,” and such sale, the “Transaction”), pursuant to that certain Unit Purchase Agreement, dated
as of December 11, 2012, between Seller and the Partnership (the “Purchase Agreement”); 
 WHEREAS, in
connection with the Transaction, pursuant to that certain Assumption Agreement, dated as of December 20, 2012, between the Company and Chesapeake Midstream, the Company, as the general partner of the Partnership, has assumed and agreed to
sponsor the Plan, effective as of the Closing Date (as defined in the Purchase Agreement); 
 WHEREAS, pursuant to Section 6 of the
Agreement, the Company and Participant may amend the Agreement; and 
 WHEREAS, in connection with the Transaction, the
Company and Participant mutually desire to amend the Agreement as set forth in this Amendment. 
 NOW, THEREFORE, in
consideration of the promises and mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Participant hereby agree as follows: 

AMENDMENT 
 1. The following new Section 4 is hereby added to the Agreement, and Sections 4 through 7 of the Agreement are hereby renumbered as Sections 5 through 8, respectively: 






 “4. Nonrenewal of Employment Term: Solely for purposes of the
Participation Interest awarded to Participant pursuant to this Agreement, in the event that Participant’s employment with the Company is terminated by reason of the nonextension or nonrenewal by the Company of Participant’s employment
term, such termination shall constitute a termination of Participant’s employment by the Company without Cause.” 
 2.
This Amendment shall be and hereby is incorporated into and forms a part of the Agreement. 
 3. Except as expressly provided
herein, all terms and conditions of the Agreement shall remain in full force and effect. 
 [Signature Page Follows]


  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
as of the date first set forth above. 
  

			
	 ACCESS MIDSTREAM PARTNERS
 GP, L.L.C.

		
	By: 	 	 /s/ Regina L. Gregory

	Name:	 	Regina Gregory
	Title:	 	 Vice President – Legal and General
 Counsel

		 	
	
	 PARTICIPANT

	
	 /s/ Robert S. Purgason

	Name:	 	Robert S. Purgason



  
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