EXHIBIT 4.3.2
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CHESAPEAKE ENERGY CORPORATION
and
the Subsidiary Guarantors named herein
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8 1/8% SENIOR NOTES DUE 2011
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THIRD SUPPLEMENTAL INDENTURE
DATED AS OF October 1, 2001
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THE BANK OF NEW YORK
as successor Trustee to
United States Trust Company of New York
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THIS THIRD SUPPLEMENTAL INDENTURE, dated as of October 1, 2001, is
among Chesapeake Energy Corporation, an Oklahoma corporation (the "Company"),
each of the parties identified under the caption "Subsidiary Guarantors" on the
signature page hereto (the "Subsidiary Guarantors") and The Bank of New York, as
successor to United States Trust Company of New York, as Trustee.
RECITALS
WHEREAS, the Company, the Subsidiary Guarantors a party thereto and the
Trustee entered into an Indenture, dated as of April 6, 2001, as supplemented by
that certain Supplemental Indenture dated May 14, 2001, and that certain Second
Supplemental Indenture dated September 12, 2001 (the "Indenture"), pursuant to
which the Company has originally issued $800,000,000 in principal amount of
8 1/8% Senior Notes due 2011 (the "Notes"); and
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; and
WHEREAS, the Company has taken all actions required to effect the
release, pursuant to Section 10.04 of the Indenture, of Chesapeake Canada
Corporation, an Alberta, Canada corporation ("Chesapeake Canada"), as a
Subsidiary Guarantor; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by
the charter and the bylaws (or comparable constituent documents) of the Company,
of the Subsidiary Guarantors and of the Trustee necessary to make this Third
Supplemental Indenture a valid instrument legally binding on the Company, the
Subsidiary Guarantors and the Trustee, in accordance with its terms, have been
duly done and performed;
NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company, the Subsidiary Guarantors and
the Trustee covenant and agree for the equal and proportionate benefit of the
respective Holders of the Notes as follows:
ARTICLE 1
Section 1.01. This Third Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be construed
in connection with and as part of, the Indenture for any and all purposes.
Section 1.02. This Third Supplemental Indenture shall become effective
immediately upon its execution and delivery by each of the Company, the
Subsidiary Guarantors and the Trustee.
ARTICLE 2
Chesapeake Canada 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 Chesapeake Canada and the signature of an Officer of
Chesapeake Canada on its behalf.
ARTICLE 3
Section 3.01. Except as specifically modified herein, the Indenture and
the Notes are in all respects ratified and confirmed (mutatis mutandis) and
shall remain in full force and effect in accordance with their terms with all
capitalized terms used herein without definition having the same respective
meanings ascribed to them as in the Indenture.
Section 3.02. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Third Supplemental Indenture. This
Third Supplemental Indenture is executed and accepted by the Trustee subject to
all the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.
Section 3.03. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE AND ENFORCE THIS THIRD SUPPLEMENTAL INDENTURE.
Section 3.04. The parties may sign any number of copies of this Third
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.
[NEXT PAGE IS SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, all as of the date first written
above.
COMPANY:
CHESAPEAKE ENERGY CORPORATION
By /s/ Aubrey K. McClendon
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Name: Aubrey K. McClendon
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Title: Chief Executive Officer
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SUBSIDIARY GUARANTORS:
THE AMES COMPANY, INC.
CHESAPEAKE ACQUISITION CORPORATION
CHESAPEAKE ROYALTY COMPANY
NOMAC DRILLING CORPORATION
CHESAPEAKE ENERGY LOUISIANA
CORPORATION
CHESAPEAKE OPERATING, INC.
CHESAPEAKE MOUNTAIN FRONT CORP.
GOTHIC ENERGY CORPORATION
GOTHIC PRODUCTION CORPORATION
By /s/ AUBREY K. MCCLENDON
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Name: Aubrey K. McClendon
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Title: Chief Executive Officer
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CHESAPEAKE EXPLORATION LIMITED
PARTNERSHIP
CHESAPEAKE LOUISIANA, L.P.
CHESAPEAKE PANHANDLE LIMITED
PARTNERSHIP
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
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Title: Chief Executive Officer
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ARKOMA PITTSBURG HOLDING
CORPORATION
By /s/ HENRY J. HOOD
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Name: Henry J. Hood
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Title: President
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TRUSTEE:
THE BANK OF NEW YORK, as successor to
United States Trust Company of New York,
as Trustee
By /s/ LOUIS P. YOUNG
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Name: Louis P. Young
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Title: Authorized Signer
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