OFFICE OF THE SECRETARY OF STATE
STATE OF OKLAHOMA
CERTIFICATE OF INCORPORATION
WHEREAS, the Certificate of Incorporation of,
CHESAPEAKE OKLAHOMA CORPORATION
has been filed in the office of the Secretary of State of the State
of Oklahoma.
NOW, THEREFORE, I, the undersigned, Secretary of State of
the State of Oklahoma, by virtue of the powers vested in me by law,
do hereby issue this certificate evidencing such filing.
IN TESTIMONY WHEREOF, I hereunto set my hand and cause to
be affixed the Great Seal of the State of Oklahoma.
[OKLAHOMA STATE SEAL] Filed in the City of Oklahoma City
this 19th day of November, 1996.
TOM COLE
Tom Cole, Secretary of State
BETH N. GARNER
Beth N. Garner
CERTIFICATE OF INCORPORATION
OF
CHESAPEAKE OKLAHOMA CORPORATION
ARTICLE I
Name
The name of the Corporation is:
CHESAPEAKE OKLAHOMA CORPORATION
ARTICLE II
Registered Office and Agent
The address of the Corporation's registered office in the
State of Oklahoma is 6104 N. Western Avenue, Oklahoma City,
Oklahoma 73118. The Corporation's registered agent at such address
is Janice A. Dobbs.
ARTICLE III
Purposes
The nature of the business and the purpose of the
Corporation shall be to engage in any lawful act or activity and to
pursue any lawful purpose for which a corporation may be formed
under the Oklahoma General Corporation Act (the "Act"). The
Corporation is authorized to exercise and enjoy all powers, rights
and privileges which corporations organized under the Act may have
as in force from time to time, including, without limitation, all
powers, rights and privileges necessary or convenient to carry out
the purposes of the Corporation.
ARTICLE IV
Capital Stock
The total number of shares of capital stock which the
Corporation shall have authority to issue is One Hundred Ten
Million (110,000,000) shares, consisting of Ten Million
(10,000,000) shares of Preferred Stock, par value $0.01 per share
and One Hundred Million (100,000,000) shares of Common Stock, par
value $0.01 per share. The preferences, qualifications,
limitations, restrictions and the special or relative rights in
respect of the shares of each class are as follows:
Section 1. Preferred Stock. The Preferred
Stock may be issued from time to time in one or more series. All
shares of Preferred Stock shall be of equal rank and shall be
identical, except in respect of the matters that may be fixed and
determined by the board of directors as hereinafter provided, and
each share of each series shall be identical with all other shares
of such series, except as to the date from which dividends are
cumulative. The board of directors hereby is authorized to cause
such shares to be issued in one or more series and with respect to
each such series prior to the issuance thereof to fix and determine
the designation, powers, preferences and rights of the shares of
each such series and the qualifications, limitations or
restrictions thereof.
The authority of the board with respect to each series
shall include but not be limited to, determination of the
following:
A. The number of shares
constituting a series, the distinctive designation of a
series and the stated value of the series, if different
from the par value;
B. Whether the shares of a series
are entitled to any fixed or determinable dividends, the
dividend rate (if any) on the shares, whether the
dividends are cumulative and the relative rights of
priority of dividends on shares of that series;
C. Whether a series has voting
rights in addition to the voting rights provided by law
and the terms and conditions of such voting rights;
D. Whether a series will have or
receive conversion or exchange privileges and the terms
and conditions of such conversion or exchange privileges;
E. Whether or not the shares of a
series are redeemable and the terms and conditions of
such redemption, including, without limitation, the
manner of selecting shares for redemption if less than
all shares are to be redeemed, the date or dates on or
after which the shares in the series will be redeemable
and the amount payable in case of redemption;
F. Whether a series will have a
sinking fund for the redemption or purchase of the shares
in the series and the terms and the amount of such
sinking fund;
G. The right of a series to the
benefit of conditions and restrictions on the creation of
indebtedness of the Corporation or any subsidiary, on the
issuance of any additional capital stock (including
additional shares of such series or any other series), on
the payment of dividends or the making of other
distributions on any outstanding stock of the Corporation
and the purchase, redemption or other acquisition by the
Corporation, or any subsidiary, of any outstanding stock
of the Corporation;
H. The rights of a series in the
event of voluntary or involuntary liquidation,
dissolution or winding up of the corporation and the
relative rights of priority of payment of a series; and
I. Any other relative,
participating, optional or other special rights,
qualifications, limitations or restrictions of such
series.
Dividends on outstanding shares of Preferred Stock shall
be paid or set apart for payment before any dividends shall be paid
or declared or set apart for payment on the common shares with
respect to the same dividend period.
If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation the assets available
for distribution to holders of shares of Preferred Stock of all
series shall be insufficient to pay such holders the full
preferential amount to which they are entitled, then such assets
shall be distributed ratably among the shares of all series in
accordance with the respective preferential amounts (including
unpaid cumulative dividends, if any) payable with respect thereto.
Section 2. Common Stock. The Common Stock
shall be subject to the express terms of the Preferred Stock and
any series thereof. Each share of Common Stock shall be equal to
every other share of Common Stock. The holders of shares of Common
Stock shall be entitled to one vote for each share of such stock
upon all matters presented to the shareholders. Shares of Common
Stock authorized hereby shall not be subject to preemptive rights.
The holders of shares of Common Stock now or hereafter outstanding
shall have no preemptive right to purchase or have offered to them
for purchase any of such authorized but unissued shares. The
holders of shares of Common Stock now or hereafter outstanding
shall have no preemptive right to purchase or have offered to them
for purchase any shares of Preferred Stock, Common stock, or other
equity securities issued or to be issued by the Company.
Subject to the preferential and other dividend rights
applicable to Preferred Stock, the holders of shares of Common
Stock shall be entitled to receive such dividends (payable in cash,
stock or otherwise) as may be declared on the Common Stock by the
Board of Directors at any time or from time to time out of any
funds legally available therefor.
In the event of any voluntary or involuntary liquidation,
distribution or winding up of the Corporation, after distribution
in full of the preferential and/or other amounts to be distributed
to the holders of shares of Preferred Stock, the holders of shares
of Common Stock shall be entitled to receive all of the remaining
assets of the Corporation available for distribution to its
shareholders, ratably in proportion to the number of shares of
Common Stock held by them.
ARTICLE V
Limitation of Director Liability
A director of the Corporation shall not be personally
liable to the Corporation or its shareholders for damages for
breach of fiduciary duty as a director, except for personal
liability for (i) acts or omissions by such director not in good
faith or which involve intentional misconduct or a knowing
violation of law; (ii) the payment of dividends or the redemption
or purchase of stock in violation of Section 1053 of the Act; (iii)
any breach of such director's duty of loyalty to the Corporation or
its shareholders; or (iv) any transaction from which such director
derived an improper personal benefit.
ARTICLE VI
Certain Stock Purchases
Section 1. Certain Definitions. For the
purposes of this Article VI:
"Continuing Director" means any member of the Board of
Directors of the Corporation (the "Board") who is unaffiliated with
the Interested Shareholder and was a member of the Board prior to
the time that the Interested Shareholder became an Interested
Shareholder, and any successor of a Continuing Director who is
unaffiliated with the Interested Shareholder and is recommended to
succeed a Continuing Director by a majority of Continuing Directors
then on the Board.
"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
"Fair Market Value" means: (1) in the case of stock, the
highest closing sale price during the 30-day period ending on the
date in question of a share of such stock on a principal United
States securities exchange registered under the Exchange Act on
which such stock is listed or in the national market system
maintained by the National Association of Securities Dealers, Inc.,
or, if the stock is not listed on any such exchange or designated
as a national market system security, the highest closing bid
quotation with respect to a share of such stock during the 30-day
period ending on the date in question on the National Association
of Securities Dealers, Inc. Automated Quotations system or any
system then in use, or if no such quotations are available, the
fair market value on the date in question of a share of such stock
as determined by the Board in good faith.
"Interested Shareholder" shall have the meaning ascribed
to such term under Section 1090.3 of the Act.
Section 2. Vote Required for Certain Stock
Purchases.
A. Any direct or indirect purchase by the Corporation, or
any subsidiary of the Corporation, of any capital stock from a
person or persons known by a majority of the Continuing Directors
of the Corporation to be an Interested Shareholder who has
beneficially owned such capital stock for less than three years
prior to the date of such purchase, or any agreement in respect
thereof, at a price in excess of the Fair Market Value shall
require the affirmative vote of no less than 66 2/3% of the votes
cast by the holders, voting together as a single class, of all then
outstanding shares of capital stock, excluding for this purpose the
votes by the Interested Shareholder, unless a greater vote shall be
required by law.
B. Such affirmative vote shall not be required for a
purchase or other acquisition of securities of the same class made
on substantially the same terms to all holders of such securities
and complying with the applicable requirements of the Exchange Act,
and the rules and regulations thereunder (or any subsequent
provisions replacing the Exchange Act, rules or regulations).
Furthermore, such affirmative vote shall not be required for any
purchase effected on the open market and not the result of a
privately-negotiated transaction.
Section 3. Powers of Continuing Directors.
The Continuing Directors of the Corporation shall have the power
and duty to determine for the purposes of this Article VI, on the
basis of information known to them after reasonable inquiry,
whether a person is an Interested Shareholder, and the number of
shares of capital stock owned beneficially by any person.
ARTICLE VII
Board of Directors
Section 1. Management by Board of Directors.
The business and affairs of the Corporation shall be under the
direction of the Board of Directors.
Section 2. Number of Directors. The number
of Directors which shall constitute the whole board shall be not
less than three nor more than fifteen, and shall be determined by
resolution adopted by a vote of two-thirds (2/3) of the entire
board, or at an annual or special meeting of shareholders by the
affirmative vote of sixty-six and two-third percent (66 2/3%) of
the outstanding stock entitled to vote. No reduction in number
shall have the effect of removing any director prior to the
expiration of his term. The number of directors of the Corporation
may, from time to time, be increased or decreased in such manner as
may be provided in the bylaws of the Corporation.
Section 3. Classes of Directors; Election by
Shareholders; Vacancies. The directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class
shall consist, as nearly as may be possible, of one-third of the
total number of directors constituting the entire Board of
Directors. The term of the initial Class I directors shall
terminate on the date of the 1997 annual meeting of shareholders;
the term of the initial Class II directors shall terminate on the
date of the 1998 annual meeting of shareholders and the term of the
initial Class III directors shall terminate on the date of the 1999
annual meeting of shareholders. At each annual meeting of
shareholders beginning in 1997, successors to the class of
directors whose term expires at that annual meeting shall be
elected for a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional directors of any class
elected to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the remaining
term of that class, but in no case will a decrease in the number of
directors shorten the term of any incumbent director. A director
shall hold office until the annual meeting for the year in which
his term expires and until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Any vacancy on the Board
of directors, however resulting, may be filled by a majority of the
directors then in office, even if less than a quorum, or by a sole
remaining director. Any director elected to fill a vacancy shall
hold office for a term that shall coincide with the term of the
class to which such director shall have been elected. No election
of directors need be by written ballot.
Notwithstanding the foregoing,
whenever the holders of any one or more classes or series of
Preferred Stock issued by the Corporation shall have the right,
voting separately by class or series, to elect directors at an
annual or special meeting of shareholders, the election, term of
office, filling of vacancies and other features of such
directorships shall be governed by the terms of the Certificate of
Designation attributable to such Preferred stock or the resolution
or resolutions adopted by the Board of Directors pursuant to
Section 2 of this Article VII applicable thereto, and such
directors so elected shall not be divided into classes pursuant to
this Article VII unless expressly provided by such terms.
ARTICLE VIII
Indemnity
Section 1. Third Party Claims. The
Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was
a director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture or other enterprise against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interest of the Corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not of itself
create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to
the best interest of the Corporation and with respect to any
criminal action or proceeding had reasonable cause to believe that
his conduct was unlawful.
Section 2. Derivative Claims. The Corporation
shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the
court in which such action or suit was brought shall determine,
upon application, that despite the adjudication of liability, but
in the view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
Section 3. Expenses. Expenses, including fees
and expenses of counsel, incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such
amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as authorized herein.
Section 4. Insurance. The Corporation may
purchase (upon resolution duly adopted by the board of directors)
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability.
Section 5. Reimbursement. To the extent that
a director, officer, employee or agent of, or any other person
entitled to indemnity hereunder by, the Corporation has been
successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to herein or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him
in connection therewith.
Section 6. Enforcement. Every such person
shall be entitled, without demand by him upon the Corporation or
any action by the Corporation, to enforce his right to such
indemnity in an action at law against the Corporation. The right
of indemnification and advancement of expenses hereinabove provided
shall not be deemed exclusive of any rights to which any such
person may now or hereafter be otherwise entitled and specifically,
without limiting the generality of the foregoing, shall not be
deemed exclusive of any rights pursuant to statute or otherwise, of
any such person in any such action, suit or proceeding to have
assessed or allowed in his favor against the Corporation or
otherwise, his costs and expenses incurred therein or in connection
therewith or any part thereof.
ARTICLE IX
Amendments; Bylaws; Control Shares Act; Written Consent
Section 1. Amendments to Certificate of
Incorporation. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote
of the holders of at least sixty-six and two-thirds percent (66
2/3%) of the issued and outstanding stock having voting power,
voting together as a single class, shall be required to amend,
repeal or adopt any provision inconsistent with Articles V, VI,
VII, VIII and this Article IX of this Certificate of Incorporation.
Section 2. Bylaws. Prior to the receipt of
any payment for any of the Corporation's stock, the Bylaws of the
Corporation shall be adopted, amended or repealed by the
Incorporator. Thereafter, in furtherance and not in limitation of
the powers conferred by statute, the Board of Directors is
expressly authorized to adopt, repeal, alter, amend or rescind the
Bylaws of the Corporation. In addition, the Bylaws of the
Corporation may be adopted, repealed, altered, amended, or
rescinded by the affirmative vote of the holders of sixty-six and
two-thirds percent (66 2/3%) of the outstanding stock of the
Corporation entitled to vote thereon.
Section 3. Control Shares Act. The
Corporation shall not be subject to the Oklahoma Control Shares Act
as codified at Sections 1145-1155 of the Act. This election shall
be effective on the date of filing this Certificate.
Section 4. Action By Written Consent. Any
action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting, without prior notice
and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes which would
be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt
notice of the taking of corporate action without a meeting by less
than unanimous written consent shall be given to those shareholders
who have not consented in writing.
ARTICLE X
Incorporator
The name and mailing address of the Incorporator is as
follows:
W. Chris Coleman Tenth Floor
Two Leadership Square
Oklahoma City, OK 73102
I, the undersigned, for the purpose of forming a corpo-
ration under the laws of the State of Oklahoma, do make, file and
record this Certificate, and do certify that the facts herein
stated are true, and I have accordingly hereunto set my hand this
18th day of October, 1996.
W. CHRIS COLEMAN
W. Chris Coleman
CONSENT TO SIMILAR NAME
TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA;
Pursuant to 18 O.S. 1986 Supp. Section 1141 or 54 O.S. Supp.
1984, Section 303, whichever is applicable, the undersigned
corporation or limited partnership hereby consents to the use of
the name or a similar name.
1. The name of the consenting corporation or limited partnership
is:
CHESAPEAKE LIMITED PARTNERSHIP
and is organized under the laws of the State of Oklahoma.
2. The proposed name of the corporation or limited partnership to
which this consent is given is:
CHESAPEAKE OKLAHOMA CORPORATION
and is organized or is to be organized under the laws of the State
of Oklahoma.
3. In the event the proposed corporation name is identical to the
consenting corporation's name the consenting corporation is about
to:
A. Change its name _____.
B. Cease to do business X.
C. Withdraw from Oklahoma _____.
D. Be wound up _____.
IN WITNESS WHEREOF, this corporation or limited partnership
has caused this consent to be executed this 14th day of November,
1996.
CHESAPEAKE OPERATING, INC., General
Partner
By TOM L. WARD
Tom L. Ward, Chief Operating
Officer
ATTEST:
JANICE A. DOBBS
Janice A. Dobbs, Secretary
OFFICE OF THE SECRETARY OF STATE
STATE OF OKLAHOMA
STATE SEAL OF OKLAHOMA
CERTIFICATE OF MERGER
WHEREAS, CHESAPEAKE ENERGY CORPORATION formerly: CHESAPEAKE
OKLAHOMA CORPORATION, a corporation organized under the laws of the
State of OKLAHOMA, has filed in the office of the Secretary of
State duly authenticated evidence of a merger whereby said
corporation is the surviving entity, as provided by the laws of the
State of Oklahoma.
NOW THEREFORE, I, the undersigned Secretary of State of
Oklahoma, by virtue of the Powers vested in me by law, do hereby
issue this Certificate evidencing such merger.
IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be
affixed the Great Seal of the State of Oklahoma.
EFFECTIVE DATE: DECEMBER 31, 1996
Filed in the City of Oklahoma City this 23rd day of December,
1996.
TOM COLE
Tom Cole, Secretary of State
STATE SEAL OF OKLAHOMA
BETH GARNER
Beth Garner
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
CHESAPEAKE ENERGY CORPORATION
INTO
CHESAPEAKE OKLAHOMA CORPORATION
CHESAPEAKE ENERGY CORPORATION, a Delaware corporation
(the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That it owns 100% of the issued and outstanding
shares of the capital stock of CHESAPEAKE OKLAHOMA CORPORATION, an
Oklahoma corporation ("Chesapeake Oklahoma").
SECOND: That its board of directors at a meeting held on
the 15th day of October, 1996, determined to merge the Corporation
into CHESAPEAKE OKLAHOMA CORPORATION, and did adopt the following
resolutions:
WHEREAS, the officers of the Corporation recommended that
the Corporation reincorporate under the laws of the State
of Oklahoma and the Board of Directors, after discussing
the issue, has determined that the reincorporation is in
the best interest of the shareholders and the
Corporation; and
WHEREAS, to facilitate the Corporation's reincorporation,
the officers of the Corporation recommended that the
Corporation form Chesapeake Oklahoma Corporation
("Chesapeake Oklahoma") to be organized and exist under
and by virtue of the laws of the State of Oklahoma, with
an authorized capitalization of (i) 100 million shares of
common stock, $.01 par value ("Chesapeake Oklahoma Common
Stock"), 10 shares of which will be issued and
outstanding prior to the reincorporation, and (ii) 10
million shares of preferred stock, $.01 par value, no
shares of which will be issued and outstanding prior to
the reincorporation (all shares of Chesapeake Oklahoma
Common Stock outstanding prior to the reincorporation
will be held of record and beneficially by the
Corporation).
NOW, THEREFORE, BE IT RESOLVED, that the officers of the
Corporation be, and each of them hereby is, authorized
and directed to take any and all actions required to
reincorporate the Corporation under the laws of the State
of Oklahoma, including without limitation, the forming of
Chesapeake Oklahoma as a new transitory subsidiary, in
accordance with the recitations set forth herein, the
listing of the shares of Chesapeake Oklahoma on the New
York Stock Exchange, the registration of such shares with
the Securities and Exchange Commission and any state
securities agency, the assumption by Chesapeake Oklahoma
of all existing plans and registration statements of the
Corporation and such other actions as may be necessary to
the effect that the rights and obligations of Chesapeake
Oklahoma will be virtually identical to the rights and
obligations of the Corporation.
WHEREAS, after the formation of Chesapeake Oklahoma, the
Board of Directors deems it advisable and in the best
interests of the Corporation and its shareholders that
the Corporation merge with and into Chesapeake Oklahoma
pursuant to Section 1083 of the Oklahoma General
Corporation Act and Section 253 of the Delaware General
Corporation Law (the "Merger") and immediately thereafter
for Chesapeake Oklahoma to change its name to Chesapeake
Energy Corporation; and
WHEREAS, the Corporation and Chesapeake Oklahoma will
hereinafter be know as the "Constituent Corporations;"
and
WHEREAS, the Board of Directors deems it advisable and in
the best interests of the Corporation and its
shareholders that the Corporation be merged with and into
Chesapeake Oklahoma in the manner contemplated herein
(the "Plan") and recommend that the Merger and the Plan
be approved and adopted by the shareholders of the
Corporation;
NOW, THEREFORE, BE IT RESOLVED, that the Constituent
Corporations will be merged into a single corporation by
the Corporation merging with and into Chesapeake
Oklahoma, which will survive the Merger, pursuant to the
provisions of Section 1083 of the Oklahoma General
Corporation Act and Section 253 of the Delaware General
Corporation Law. Upon such Merger, the separate
existence of the Corporation will cease, and Chesapeake
Oklahoma will become the owner, without transfer, of all
rights and property of the Constituent Corporations, and
will be subject to all the liabilities of the Constituent
Corporations in the same manner as if Chesapeake Oklahoma
had itself incurred such liabilities all as provided by
the Oklahoma General Corporation Act.
FURTHER RESOLVED, that, on the Effective Date of the
Merger, which will be 5:00 p.m., CST, on December 31,
1996 (the "Effective Date of the Merger"), the
Certificate of Incorporation and Bylaws of Chesapeake
Oklahoma, as currently in effect, will be the Certificate
of Incorporation and Bylaws of Chesapeake Oklahoma until
they are duly amended, except that the name of Chesapeake
Oklahoma will be changed to Chesapeake Energy
Corporation.
FURTHER RESOLVED, that on the Effective Date of the
Merger, the directors and officers of the Corporation
will become the directors and officers of Chesapeake
Oklahoma until their successors are duly elected and
qualified.
FURTHER RESOLVED, that on the Effective Date of the
Merger (i) each share of Chesapeake Common Stock issued
and outstanding immediately prior to the Effective Date
of the Merger, by virtue of the Merger and without any
action on the part of the holder thereof, will be
converted into one share of Chesapeake Oklahoma Common
Stock, (ii) each share of Chesapeake Oklahoma Common
Stock issued and outstanding immediately prior to the
Effective Date of the Merger, by virtue of the Merger and
without any action on the part of the holder thereof,
will be cancelled and no payment will be made in respect
thereof, and (iii) upon surrender of any certificates
representing Chesapeake Common Stock, stock certificates
representing Chesapeake Oklahoma Common Stock will be
reissued to the holder thereof.
FURTHER RESOLVED, that this Plan will be submitted to the
shareholders of the Corporation for approval in the
manner provided by applicable Oklahoma and Delaware law.
After approval by the vote of the holders representing
not less than a majority of the issued and outstanding
shares of Chesapeake Common Stock entitled to vote on the
Merger, the officers are, and each of them hereby is,
authorized and directed to execute and file with the
Secretary of State of the States of Oklahoma and Delaware
a Certificate of Ownership and Merger and to make any
such further filings as may be necessary to effectuate
the Merger.
FURTHER RESOLVED, that the officers of the Corporation
are authorized and directed to execute any and all
agreements, documents or consents, and to take any and
all actions deemed necessary or desirable to permit the
consummation of the Merger as required by: (a) that
certain Indenture dated as of March 31, 1994, as
supplemented, among the Corporation, its subsidiaries
signatory thereto as Subsidiary Guarantors and United
States Trust Company of New York, as trustee; (b) that
certain Indenture dated as of May 15, 1995 among the
Corporation, its subsidiaries signatory thereto as
Subsidiary Guarantors and United States Trust Company of
New York, as trustee; and (c) that certain Indenture
dated as of April 1, 1996 among the Corporation, its
subsidiaries signatory thereto as Subsidiary Guarantors
and United States Trust Company of New York, as trustee.
The execution by the officers, or any one of them, of any
such document or agreement, or the doing by them of any
act in connection with the foregoing matter, will
conclusively establish their authority therefor from this
Board and from the Corporation and the approval,
ratification and adoption of any documents or agreements
executed and any action taken.
FURTHER RESOLVED, that the officers of the Corporation
be, and they hereby are, authorized and directed to
execute and deliver on behalf of the Corporation all
agreements and documents contemplated by the Plan,
together with any and all documents and related
agreements deemed necessary or desirable by said officer
or officers to effectuate the foregoing, each in
accordance with the recitations contained herein, and
containing such further and different terms and
conditions as said officer or officers will deem
necessary or desirable to accomplish the objectives set
forth herein, and further, that the execution by the
officers, or any one of them, of any such document or
agreement, or the doing by them of any act in connection
with the foregoing matter, will conclusively establish
their authority therefor from this Board and from the
Corporation and the approval, ratification and adoption
of any documents or agreements executed and any action
taken.
THIRD: The merger has been approved by a majority of the
outstanding stock of the Corporation entitled to vote thereon at a
meeting duly called and held after twenty days' notice of the
purpose of the meeting mailed to each such stockholder at his
address as it appears in the records of the Corporation.
FOURTH: Chesapeake Oklahoma hereby agrees that it may be
served with process in the state of Delaware in any proceeding for
enforcement of any obligation of any constituent corporation of
Delaware, as well as for enforcement of any obligation of
Chesapeake Oklahoma arising from the merger, including any suit or
other proceeding to enforce the right of any shareholders as
determined in appraisal proceedings pursuant to the provisions of
Section 262 of the Delaware General Corporation Law, and hereby
irrevocably appoints the Secretary of State of the State of
Delaware as its agent to accept service of process in any such suit
or other proceeding. The address to which a copy of such process
shall be mailed by the Secretary of State of Delaware is 6100 N.
Western Avenue, Oklahoma City, OK 73118.
IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by its President and attested to by its
Secretary effective the 13th day of December, 1996.
CHESAPEAKE ENERGY CORPORATION
THOMAS L. WARD
Thomas L. Ward
President
ATTEST:
JANICE DOBBS
Janice Dobbs
Secretary
[Seal]