PURCHASE AGREEMENT BY AND AMONG GIP II EAGLE HOLDINGS PARTNERSHIP, L.P., GIP II HAWK HOLDINGS PARTNERSHIP, L.P. GIP II EAGLE 2 HOLDING, L.P. AND GIP II HAWK 2 HOLDING, L.P. AS SELLERS AND THE WILLIAMS COMPANIES, INC. AS BUYERPurchase Agreement • June 16th, 2014 • Global Infrastructure Investors II, LLC • Natural gas transmission • Delaware
This PURCHASE AGREEMENT (this “Agreement”), dated as of June 14, 2014, is entered into by and among GIP II Eagle Holdings Partnership, L.P. (“GIP Eagle”), a Delaware limited partnership, GIP II Hawk Holdings Partnership, L.P. (“GIP Hawk”), a Delaware limited partnership, GIP II Eagle 2 Holding, L.P. (“GIP Eagle 2”), a Delaware limited partnership, and GIP II Hawk 2 Holding, L.P. (“GIP Hawk 2”), a Delaware limited partnership (each a “Seller” and collectively, the “Sellers”) and The Williams Companies, Inc., a Delaware corporation (the “Buyer”).
AMENDED AND RESTATED MANAGEMENT RIGHTS AGREEMENTManagement Rights Agreement • July 3rd, 2012 • Global Infrastructure Investors II, LLC • Natural gas transmission • Delaware
THIS AMENDED AND RESTATED MANAGEMENT RIGHTS AGREEMENT (this “Agreement”) is effective as of June 29, 2012, by and among GIP II-B Eagle AIV 1, L.P., a Delaware limited partnership (the “Fund”), GIP II Eagle Holdings Partnership, L.P., a Delaware limited partnership (“GIP II-Eagle Holdings”), GIP II Eagle 2 Holding, L.P., a Delaware limited partnership (“GIP II-Eagle 2”), GIP II Eagle Acquisition Holdings GP, LLC, a Delaware limited liability company (“GIP II Eagle Holdings GP”), Chesapeake Midstream Ventures, L.L.C., a Delaware limited liability company (“CMV”), Chesapeake Midstream GP, L.L.C., a Delaware limited liability company (the “General Partner”), Chesapeake Midstream Partners, L.P., a Delaware limited partnership (the “MLP”), and 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.”
DIRECTOR AGREEMENTDirector Agreement • June 25th, 2012 • Global Infrastructure Investors II, LLC • Natural gas transmission • Delaware
THIS MANAGEMENT RIGHTS AGREEMENT (this “Agreement”) is effective as of June 25, 2012, by and among GIP II-B Eagle AIV 1, L.P., a Delaware limited partnership (the “Fund’), GIP II Eagle Holdings Partnership, L.P., a Delaware limited partnership (“GIP II-Eagle Holdings”), GIP II Eagle 2 Holding, L.P., a Delaware limited partnership (“GIP II-Eagle 2”), GIP II Eagle Acquisition Holdings GP, LLC, a Delaware limited liability company (“GIP II Eagle Holdings GP”) and Chesapeake Midstream Ventures, L.L.C., a Delaware limited liability company (“CMV”). Each of the foregoing is referred to herein as a “Party” and collectively as the “Parties.”
ASSIGNMENT AND CONTRIBUTION AGREEMENTAssignment and Contribution Agreement • June 25th, 2012 • Global Infrastructure Investors II, LLC • Natural gas transmission • Delaware
This Assignment and Contribution Agreement (the “Agreement”), dated as of June 25, 2012 (the “Agreement”), is entered into by and among GIP II Eagle 1 Holding, L.P., a Delaware limited partnership (“GIP E1”), GIP II Eagle 2 Holding, L.P., a Delaware limited partnership (“GIP E2”), GIP II Eagle 3 Holding, L.P., a Delaware limited partnership (“GIP E3” and together with GIP II E1 and GIP II E2, the “First PSA Parties”), GIP II Eagle 4 Holding, L.P., a Delaware limited partnership (“GIP E4” and together with the First PSA Parties, the “Eagle Holdings”) and GIP II Eagle Holdings Partnership, L.P., a Delaware limited partnership (“Eagle Holdings” and together with the Eagle Parties, the “Parties”). Capitalized terms used but not defined here shall have the meanings ascribed to such terms in the First Purchase Agreement (defined below) or the Second Purchase Agreement (defined below), as applicable.
JOINT FILING AGREEMENTJoint Filing Agreement • February 6th, 2013 • Global Infrastructure Investors II, LLC • Natural gas transmission
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • June 25th, 2012 • Global Infrastructure Investors II, LLC • Natural gas transmission
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
AGREEMENTAgreement • July 3rd, 2012 • Global Infrastructure Investors II, LLC • Natural gas transmission • Delaware
This Agreement (the “Agreement”) is entered into as of June 29, 2012 by and between GIP II Eagle 4 Holding GP, LLC, a Delaware limited liability company (“Eagle 4”), Global Infrastructure GP II, L.P., a Guernsey limited partnership (“GP II”), and GIP II Eagle Holdings Partnership, L.P., a Delaware limited partnership (“Eagle Holdings,” and, together with Eagle 4 and GP II, the “Parties”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 17th, 2019 • Global Infrastructure Investors II, LLC • Crude petroleum & natural gas
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • October 4th, 2019 • Global Infrastructure Investors II, LLC • Crude petroleum & natural gas
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • February 12th, 2018 • Global Infrastructure Investors II, LLC • Crude petroleum & natural gas
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them of Hess Midstream Partners LP. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
JOINT FILING AGREEMENTJoint Filing Agreement • December 26th, 2012 • Global Infrastructure Investors II, LLC • Natural gas transmission
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
