EXHIBIT 4.1
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TENTH SUPPLEMENTAL INDENTURE
TENTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of December 21, 2004 is by and among Chesapeake Energy Corporation, an Oklahoma
corporation (the "Company"), the Subsidiary Guarantors (as defined in the
Indenture referred to herein), The Bank of New York as trustee under the
Indenture referred to below (the "Trustee"). All capitalized terms not defined
herein shall have the meaning ascribed to them in the Indenture.
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of November 5, 2001, and such
Indenture was supplemented and amended by (i) the First Supplemental Indenture
dated December 17, 2001, (ii) the Second Supplemental Indenture dated June 28,
2002, (iii) the Third Supplemental Indenture dated July 8, 2002, (iv) the Fourth
Supplemental Indenture dated February 14, 2003, (v) the Fifth Supplemental
Indenture dated May 1, 2003, (vi) the Sixth Supplemental Indenture dated August
15, 2003, (vii) the Seventh Supplemental Indenture dated March 5, 2004, (viii)
the Eighth Supplemental Indenture dated August 30, 2004, and (ix) the Ninth
Supplemental Indenture dated September 27, 2004.
WHEREAS, on November 5, 2001, the Company issued $250,000,000 aggregate
principal amount of its 8.375% Senior Notes due 2008;
WHEREAS, Section 9.01(3) of the Indenture provides that the Company,
the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture
without notice to or consent of any Holder to reflect the release of any
Subsidiary Guarantor as provided for in the Indenture;
WHEREAS, the Company has taken all actions required to effect the
release, pursuant to Sections 10.02 and 10.04 of the Indenture, of Chesapeake
Panhandle Limited Partnership ("CPLP") as Subsidiary Guarantor;
WHEREAS, Section 9.02 of the Indenture provides that, with the consent
of the Holders of a majority in aggregate principal amount of the Notes then
outstanding (including consents obtained in connection with a tender offer for
the Notes), the Company, when authorized by a resolution of its Board of
Directors, and the Trustee may enter into a supplemental to the Indenture for
the purpose of amending or supplementing any provisions of the Indenture (with
certain exceptions not relevant to this Supplemental Indenture);
WHEREAS, the Company and the Subsidiary Guarantors desire and have
requested the Trustee to join with them in entering into this Supplemental
Indenture for the purpose of amending the Indenture to remove certain covenants
and events of default as permitted by Section 9.02 of the Indenture;
WHEREAS, the Company has solicited consents to this Supplemental
Indenture upon the terms and subject to the conditions set forth in its Offer to
Purchase and Consent Solicitation Statement dated November 12, 2003 and the
related Letter of Transmittal and Consent (which together constitute the "Tender
Offer");
WHEREAS, the Company (1) has received the consent of the Holders of
more than 50% in aggregate principal amount of the outstanding Notes, (2) has
delivered to the Trustee an Opinion of Counsel relating to this Supplemental
Indenture as contemplated by Section 9.06 of the Indenture and (3) has satisfied
all other conditions required under Article 9 of the Indenture to enable the
Company and the Trustee to enter into this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders as follows:
ARTICLE I
SUBSIDIARY GUARANTOR
1.1 MERGER OF SUBSIDIARY. As a result of the merger of CPLP, with and
into Chesapeake Exploration Limited Partnership ("CELP"), an Oklahoma limited
partnership, which constitutes a merger with a Subsidiary Guarantor under
Section 10.02(a) of the Indenture, CPLP shall for all purposes be released as a
Subsidiary Guarantor from all of its Guarantee and related obligations in the
Indenture, pursuant to Section 10.04 of the Indenture The notation on the
Securities relating to the Guarantee shall be deemed to exclude the name of GPLP
and the signature of an Officer of CPLP on its behalf.
1.2 SURVIVING ENTITY. As the surviving entity in its merger with CPLP
and a Subsidiary Guarantor, CELP hereby agrees to assume all of the obligations
of CPLP.
ARTICLE II
DEFINITIONS
2.1 DELETION OF DEFINITIONS AND RELATED REFERENCES. Section 1.1 of
Article 1 of the Indenture is hereby amended to delete in their entirety all
terms and their respective definitions for which all references are eliminated
in the Indenture as a result of the amendments set forth in Article II of this
Supplemental Indenture.
ARTICLE III
AMENDMENTS TO INDENTURE
3.1 AMENDMENTS TO ARTICLES 4, 5 AND 6. The Indenture is hereby amended
by deleting the following sections of the Indenture and all references thereto
in their entirety: Section 4.2 (SEC REPORTS); Section 4.3 (COMPLIANCE
CERTIFICATES); Section 4.4 (MAINTENANCE OF AN OFFICE OR AGENCY); Section 4.5
(CORPORATE EXISTENCE) Section 4.6 (WAIVER OF STAY, EXTENSION OR USURY LAWS);
Section 4.7 (PAYMENT OF TAXES AND OTHER CLAIMS); Section 4.8 (MAINTENANCE OF
PROPERTIES AND INSURANCE); Section 4.9 (LIMITATION ON LIENS); Section 4.10
(Limitation on Restricted Payments); Section 4.11 (Limitation on Sale of
Assets); Section 4.12 (Limitation on Liens Securing Indebtedness); Section 4.13
(LIMITATION ON SALE/LEASEBACK TRANSACTIONS); Section 4.14 (Limitation on Payment
Restrictions Affecting Subsidiaries); Section 4.15 (Limitation on Transactions
with Affiliates); Section 4.16 (Change of Control); Section 5.1 (WHEN COMPANY
MAY MERGE, ETC.) and each of subsections (4), (5), (6), (8) and (9) of Section
6.1 (EVENTS OF DEFAULT).
ARTICLE IV
MISCELLANEOUS
4.1 DEFINITIONS. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture. For all purposes of this
Supplemental Indenture, except as otherwise herein expressly provided or unless
the context otherwise requires, the words "herein," "hereof" and "hereby" and
other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.
4.2 RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF
INDENTURE. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered under the Indenture shall be bound hereby
and all terms and conditions of both shall be read together as though they
constitute a single instrument, except that in the case of conflict the
provisions of this Supplemental Indenture shall control.
4.3 ENDORSEMENT AND CHANGE OF FORM OF NOTES. Any Notes authenticated
and delivered after the close of business on the date that this Supplemental
Indenture becomes operative in substitution for Notes then outstanding and all
Notes presented or delivered to the Trustee on and after that date for such
purpose shall be stamped, imprinted or otherwise legended by the Trustee, with a
notation as follows:
"Effective as of December 14, 2004 certain restrictive
covenants of the Company and certain Events of Default have been
eliminated or limited, as provided in the Tenth Supplemental Indenture,
dated as of December 14, 2004. Reference is hereby made to said Tenth
Supplemental Indenture, copies of which are on file with the Trustee,
for a description of the amendments made therein."
4.4 GOVERNING LAW. This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
4.5 TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation as
to the validity or sufficiency of this Supplemental Indenture or for or in
respect of the recitals contained herein, all of which are made solely by the
Company and the Guarantors.
4.6 COUNTERPARTS. The parties may sign any number of copies or
counterparts of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.
4.7 EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
COMPANY:
CHESAPEAKE ENERGY CORPORATION
By: /s/ Aubrey K. McClendon
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Name: Aubrey K. McClendon
Title: Chief Executive Officer
SUBSIDIARY GUARANTORS:
CHESAPEAKE BNR CORP.
CHESAPEAKE ENERGY LOUISIANA CORPORATION
CHESAPEAKE ENERGY MARKETING, INC.
CHESAPEAKE OPERATING, INC.
CHESAPEAKE PRH CORP.
CHESAPEAKE SOUTH TEXAS CORP.
NOMAC DRILLING CORPORATION
OXLEY PETROLEUM CO.
CARMEN ACQUISITION, L.L.C.
CHESAPEAKE ACQUISITION, L.L.C.
CHESAPEAKE ENO ACQUISITION, L.L.C.
CHESAPEAKE EP, L.L.C.
CHESAPEAKE FOCUS, L.L.C.
CHESAPEAKE KNAN ACQUISITION, L.L.C.
CHESAPEAKE MOUNTAIN FRONT, L.L.C.
CHESAPEAKE ORC, L.L.C.
CHESAPEAKE PERMIAN ACQUISITION, L.L.C.
CHESAPEAKE ROYALTY, L.L.C.
GOTHIC PRODUCTION, L.L.C.
JOHN C. OXLEY, L.L.C.
MAYFIELD PROCESSING, LLC
MC MINERAL COMPANY, L.L.C.
SAP ACQUISITION, L.L.C.
By: /s/ Aubrey K. McClendon
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Name: Aubrey K. McClendon
Title: Chief Executive Officer
CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP
CHESAPEAKE LNG, L.P.
CHESAPEAKE LOUISIANA, L.P.
CHESAPEAKE NFW, L.P.
CHESAPEAKE PERMIAN, L.P.
CHESAPEAKE SIGMA, L.P.
CHESAPEAKE ZAPATA, L.P.
CHESAPEAKE-STAGHORN ACQUISITION L.P.
By: Chesapeake Operating, Inc.,
as general partner of each
representative entity
By: /s/ Aubrey K. McClendon
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Name: Aubrey K. McClendon
Title: Chief Executive Officer
MIDCON COMPRESSION, L.P.
By: Chesapeake Energy Marketing, Inc.,
as general partner
By: /s/ Aubrey K. McClendon
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Name: Aubrey K. McClendon
Title: Chief Executive Officer
TRUSTEE:
THE BANK OF NEW YORK
By: /s/ Steven D. Torgeson
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Name: Steven D. Torgeson
Title: Vice President