EXHIBIT 3.1
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SECOND AMENDMENT TO
CERTIFICATE OF DESIGNATIONS OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF
CHESAPEAKE ENERGY CORPORATION
(Pursuant to Section 1032 of the General
Corporation Act of the State of Oklahoma)
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Chesapeake Energy Corporation, a corporation organized and existing
under the General Corporation Act of the State of Oklahoma (hereinafter called
the "Company"), hereby certifies that the following resolution was duly adopted
by the Board of Directors of the Company as required by Section 1032 of the
General Corporation Act of the State of Oklahoma (hereinafter called the "Act")
and in accordance with Article IV of the Company's Certificate of Incorporation,
as amended (hereinafter called the "Certificate of Incorporation"), at a meeting
duly called and held on December 17, 2004:
WHEREAS, pursuant to the authority vested in the Board of Directors
of the Company in accordance with the Act and the Certificate of Incorporation,
the Board of Directors is authorized by resolution duly adopted, to designate
shares of preferred stock to be issued, in one or more series, to provide for
the designation thereof of the powers, designations, preferences and relative,
participating, optional or other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof;
WHEREAS, pursuant to the Certificate of Incorporation, the Company
is authorized to issue up to 20,000,000 shares of preferred stock, par value
$0.01 per share (the "Preferred Stock") from time to time, of which 350,000
shares have been designated as the Series A Junior Participating Preferred
Stock, 313,250 shares have been designated as the 4.125% Cumulative Convertible
Preferred Stock, 1,725,000 shares have been designated as the 5.0% Cumulative
Convertible Preferred Stock, 4,600,000 shares have been designated as the 6.0%
Cumulative Convertible Preferred Stock and 2,997,800 shares have been designated
as the 6.75% Cumulative Convertible Preferred Stock; and
WHEREAS, on July 7, 1998, the Board of Directors approved and on
July 17, 1998, the Company filed with the Oklahoma Secretary of State the
Certificate of Designations of Series A Junior Participating Preferred Stock
(the "Initial Certificate").
WHEREAS, on April 23, 2004 the Board of Directors approved and on
May 7, 2004, the Company filed with the Oklahoma Secretary of State the First
Amendment to Certificate of Designations of Series A Junior Participating
Preferred Stock (the "First Amendment") and as a result of an increase in the
authorized shares of the Company's common stock, par value $0.01 per share, the
Board of Directors desires to increase the number of shares of Series A Junior
Participating Preferred Stock designated by the Initial Certificate and amended
by the First Amendment.
NOW THEREFORE BE IT RESOLVED, that pursuant to the authority vested
in the Board of Directors of the Company in accordance with the provisions of
the Act and the Certificate of Incorporation, the Initial Certificate as amended
by the First Amendment is amended as follows:
1. Increase in Shares. In order to increase the number of shares of Series A
Junior Participating Preferred Stock, Section 1 of the Initial Certificate as
amended by the First Amendment is deleted in its entirety and the following is
substituted therefore:
Section 1. Designation and Amount. The shares of such series shall
be designated as "Series A Junior Participating Preferred Stock"
(the "Series A Preferred Stock") and the number of shares
constituting the Series A Preferred Stock shall be 500,000. Such
number of shares may be increased or decreased by resolution of the
Board of Directors; provided, that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number less than
the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options,
rights or warrants or upon the conversion of any outstanding
securities issued by the Company convertible into Series A Preferred
Stock.
2. Full Force and Effect. Except as specifically amended herein, all other terms
and provisions of the Initial Certificate remain in full force and effect.
IN WITNESS WHEREOF, this Second Amendment to Certificate of
Designations is executed on behalf of the Company by its Chairman of the Board
and Chief Executive Officer and attested by its Secretary this 20th day of
December, 2004.
/s/ Aubrey K. McClendon
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Aubrey K. McClendon
Chairman of the Board and
Chief Executive Officer
Attest: /s/ Jennifer M. Grigsby
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Jennifer M. Grigsby
Corporate Secretary
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