EXHIBIT 99.1
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AMENDMENT FOR AN INCREASED COMMITMENT
This AMENDMENT is made as of the 17th day of November, 2004 by and
among Chesapeake Exploration Limited Partnership, an Oklahoma limited
partnership ("BORROWER"), Chesapeake Energy Corporation, an Oklahoma corporation
(the "COMPANY"), Union Bank of California, N.A., as administrative agent and
collateral agent ("ADMINISTRATIVE AGENT"), and the Lenders listed on the
attached EXHIBIT A (each a "SUPPLEMENTAL LENDER", and together the "SUPPLEMENTAL
LENDERS").
Borrower, the Company, Administrative Agent and certain other Lenders,
as described therein, are parties to that certain Fourth Amended and Restated
Credit Agreement dated as of May 7, 2004 (as amended, supplemented, or restated,
the "CREDIT AGREEMENT"). All terms used herein and not otherwise defined shall
have the same meaning given to them in the Credit Agreement.
Pursuant to SECTION 10.6A of the Credit Agreement, Borrower has the
right to increase the aggregate Revolving Commitment by obtaining additional
Revolving Commitments upon satisfaction of certain conditions. This Amendment
requires only the signature of Borrower, Administrative Agent and the
Supplemental Lenders so long as the Aggregate Commitment is not increased above
the amount permitted by the Credit Agreement.
The Supplemental Lenders are each either (a) an existing Lender which
is increasing its Revolving Commitment or (b) a new Lender which is a lending
institution whose identity Administrative Agent will approve by its signature
below.
In consideration of the foregoing, each Supplemental Lender, from and
after the date hereof, shall have the Revolving Commitment listed next to its
name on the attached EXHIBIT A, which shall replace the prior Revolving
Commitment of each existing Supplemental Lender in effect immediately prior to
this Amendment, as listed next to its name on the attached EXHIBIT A, and any
Supplemental Lender that is a new Lender hereby assumes all of the rights and
obligations of a Lender under the Credit Agreement. This Amendment shall not
affect the Revolving Commitments of Lenders who are not Supplemental Lenders.
Borrower has executed and delivered to each Supplemental Lender as of
the date hereof, if requested by such Supplemental Lender, a new or replacement
Note in the form attached to the Credit Agreement as EXHIBIT H to evidence the
new or increased Revolving Commitment of such Supplemental Lender.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES FOLLOW.]
IN WITNESS WHEREOF, Administrative Agent, Borrower and the Supplemental
Lenders have executed this Amendment as of the date shown above.
CHESAPEAKE EXPLORATION LIMITED
PARTNERSHIP
By: Chesapeake Operating, Inc., its general
partner
By: /S/ MARTHA A. BURGER
-----------------------------------
Name: Martha A. Burger
Title: Treasurer and
Sr. Vice President
Human Resources
CHESAPEAKE ENERGY CORPORATION
By: /S/ MARTHA A. BURGER
-----------------------------------
Name: Martha A. Burger
Title: Treasurer and
Sr. Vice President
Human Resources
UNION BANK OF CALIFORNIA, N.A.,
as Administrative Agent
By: /S/ RANDALL OSTERBERG
-----------------------------------
Name: Randall Osterberg
Title: Senior Vice President
By: /S/ KIMBERLY CALL
-----------------------------------
Name: Kimberly Call
Title: Assistant Vice President
SIGNATURE PAGE TO
AMENDMENT FOR COMMITMENT INCREASE
2
BNP PARIBAS
By: /S/ DAVID DODD
-----------------------------------
Name: David Dodd
Title: Director
By: /S/ POLLY SCHOTT
-----------------------------------
Name: Polly Schott
Title: Vice-President
SIGNATURE PAGE TO
AMENDMENT FOR COMMITMENT INCREASE
3
SUNTRUST BANK
By: /S/ JOE MCCREERY
-----------------------------------
Name: Joe McCreery
Title: Vice President
SIGNATURE PAGE TO
AMENDMENT FOR COMMITMENT INCREASE
4
CALYON NEW YORK BRANCH
By: /S/ OLIVIER AUDEMARD
-----------------------------------
Name: Olivier Audemard
Title: Managing Director
By: /S/ ATTILA COACH
-----------------------------------
Name: Attila Coach
Title: Managing Director
SIGNATURE PAGE TO
AMENDMENT FOR COMMITMENT INCREASE
5
BANK OF SCOTLAND
By: /S/ AMENA NABI
-----------------------------------
Name: Amena Nabi
Title: Assistant Vice President
SIGNATURE PAGE TO
AMENDMENT FOR COMMITMENT INCREASE
6
COMERICA BANK
By: /S/ PETER L. SEFZIK
-----------------------------------
Name: Peter L. Sefzik
Title: Vice President
Texas Division
SIGNATURE PAGE TO
AMENDMENT FOR COMMITMENT INCREASE
7
BANK OF AMERICA, N.A.
By: /S/ RONALD E. MCKAIG
-----------------------------------
Name: Ronald E. McKaig
Title: Senior Vice President
SIGNATURE PAGE TO
AMENDMENT FOR COMMITMENT INCREASE
8
WELLS FARGO BANK, N.A.
By: /S/ DUSTIN S. HANSEN
-----------------------------------
Name: Dustin S. Hansen
Title: Assistant Vice President
SIGNATURE PAGE TO
AMENDMENT FOR COMMITMENT INCREASE
9
NANTEXIS BANQUE POPULAIRE
By: /S/ DONOVAN C. BROUSSARD
-----------------------------------
Name: Donovan C. Broussard
Title: Vice President & Manager
By: /S/ LOUIS P. LAVILLE, III
-----------------------------------
Name: Louis P. Laville, III
Title: Vice President & Manager
SIGNATURE PAGE TO
AMENDMENT FOR COMMITMENT INCREASE
10
RZB FINANCE LLC
By: /S/ JUAN M. CSILLAGI
-----------------------------------
Name: Juan M. Csillagi
Title: Group Vice President
By: /S/ CHRISTOPH HOEDL
-----------------------------------
Name: Christoph Hoedl
Title: Vice President
SIGNATURE PAGE TO
AMENDMENT FOR COMMITMENT INCREASE
11
ROYAL BANK OF CANADA
By: /S/ LINDA M. STEPHENS
-----------------------------------
Name: Linda M. Stephens
Title: Authorized Signatory
SIGNATURE PAGE TO
AMENDMENT FOR COMMITMENT INCREASE
12
EXHIBIT A
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Prior New
Revolving Revolving
Commitment Commitment
--------------------- ------------------
UNION BANK OF CALIFORNIA, N.A. $45,000,000 $55,000,000
BNP PARIBAS $40,000,000 $50,000,000
SUNTRUST BANK $40,000,000 $50,000,000
CALYON NEW YORK BRANCH $40,000,000 $50,000,000
BANK OF SCOTLAND $40,000,000 $50,000,000
COMERICA BANK $40,000,000 $50,000,000
BANK OF AMERICA, N.A. $40,000,000 $50,000,000
WELLS FARGO BANK, N.A. $25,000,000 $35,000,000
NATEXIS BANQUE $20,000,000 $25,000,000
RZB FINANCE LLC $10,000,000 $15,000,000
ROYAL BANK OF CANADA -0- $10,000,000
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Increase in Aggregate Revolving Commitment $100,000,000
13