EXHIBIT 4.6.1
UNION BANK OF CALIFORNIA, N.A.
4200 LINCOLN PLAZA
500 NORTH AKARD
DALLAS, TEXAS 75201
September 10, 2001
Chesapeake Energy Corporation
Chesapeake Exploration Limited Partnership
6100 North Western Avenue
Oklahoma City, Oklahoma 73118
Re: Second Amended and Restated Credit Agreement dated as of June 11, 2001
(as amended, supplemented or restated, the "Credit Agreement"), by and
among Chesapeake Exploration Limited Partnership, an Oklahoma limited
partnership ("Borrower"), Chesapeake Energy Corporation, an Oklahoma
corporation ("Company"), Bear Stearns Corporate Lending Inc., as
syndication agent ("Syndication Agent"), Union Bank of California,
N.A., as administrative agent and collateral agent ("Administrative
Agent"), and the several banks and other financial institutions or
entities from time to time parties thereto ("Lenders")
Ladies and Gentlemen:
Reference is hereby made to the Credit Agreement. Terms which are
defined in the Credit Agreement and not otherwise defined herein are used herein
with the meanings given them in the Credit Agreement.
Borrower and Company have requested that Administrative Agent and
Lenders consent to the purchase by Company of a portion of the outstanding
11 1/2% Senior Notes due 2008 issued by RAM Energy, Inc. from the holders
thereof for cash (the "Note Purchases"). In addition, Borrower and Company have
requested that Administrative Agent and Lenders consent to the sale by Company
of all of the outstanding capital stock of Chesapeake Canada Corporation to a
Person that is not an Affiliate of Company for a sales price of approximately
C $232,000,000 (the "Canadian Sale").
Subject to the terms and provisions hereof, Administrative Agent and
Lenders hereby:
(a) (i) consent to the Note Purchases, (ii) waive any
violations of the Credit Agreement resulting therefrom, and (iii) agree
that such Note Purchases shall be permitted
in addition to the Investments otherwise permitted pursuant to Section
7.7 of the Credit Agreement; provided that (1) at the time of each Note
Purchase, no Default or Event of Default (excluding any occurring
pursuant to a Note Purchase) has occurred which is continuing, (2) the
Note Purchases shall be approved by the Board of Directors of Company,
(3) the aggregate cash purchase price for all Note Purchases paid to
the holders thereof pursuant to this Letter Agreement shall not exceed
$50,000,000, (4) the Canadian Sale shall have consummated prior to the
commencement of such Note Purchases, and (5) nothing in this Letter
Agreement shall allow any Person to make any other new Investments not
allowed pursuant to Section 7.7 of the Credit Agreement; and
(b) (i) consent to the Canadian Sale, (ii) waive any
violations of the Credit Agreement resulting therefrom, and (iii) agree
that the Canadian Sale shall be in addition to the asset dispositions
otherwise permitted pursuant to Section 7.5 of the Credit Agreement;
provided that (1) at the time of the Canadian Sale, no Default or Event
of Default (excluding any occurring pursuant to the Canadian Sale) has
occurred which is continuing, (2) the Canadian Sale shall be approved
by the Board of Directors of Company, (3) the net cash proceeds from
the Canadian Sale shall be paid to the Administrative Agent, for the
benefit of the Lenders, for application to the Revolving Loans pursuant
to the provisions of the Credit Agreement (and such payment shall not
be deemed to constitute a reduction in the Borrowing Base or otherwise
affect Borrower's ability to request Revolving Loans pursuant to the
terms of the Credit Agreement), (4) the Canadian Sale shall be
consummated on or before December 31, 2001, and (5) nothing in this
Letter Agreement shall allow any Person to make any other asset
dispositions not allowed pursuant to Section 7.5 of the Credit
Agreement.
The limitations set forth in clause (a) above shall not be deemed to restrict
Investments otherwise allowed under clause (n) of Section 7.7 of the Credit
Agreement, including without limitation, additional Note Purchases under such
clause.
The Credit Agreement is hereby ratified and confirmed in all respects.
Except as expressly set forth above, the execution, delivery and effectiveness
of this Letter Agreement shall not operate as a waiver of any right, power or
remedy of Administrative Agent or Lenders under the Credit Agreement, the Notes,
or any other Loan Document, nor constitute a waiver of any provision of the
Credit Agreement, the Notes, or any other Loan Document.
By its execution below, each Guarantor hereby (i) consents to the
provisions of this Letter Agreement and the transactions contemplated herein,
(ii) ratifies and confirms the Guarantee Agreement dated as of June 11, 2001
made by it for the benefit of Administrative Agent and Lenders and the other
Loan Documents executed pursuant to the Credit Agreement, (iii) agrees that all
of its respective obligations and covenants thereunder shall remain unimpaired
by the execution and delivery of this Letter Agreement and the other documents
and instruments executed in connection herewith, and (iv) agrees that the
Guarantee Agreement and such other Loan Documents shall remain in full force and
effect.
This Letter Agreement is a "Loan Document" as defined and described in
the Credit Agreement and all of the terms and provisions of the Credit Agreement
relating to Loan Documents shall apply hereto. This Letter Agreement may be
executed in multiple counterparts, all of which shall constitute one Letter
Agreement. This Letter Agreement may be validly executed by facsimile or other
electronic transmission.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
Please execute a copy of this Letter Agreement in the space provided
below to evidence your agreement to and acknowledgment of the foregoing.
Very truly yours,
UNION BANK OF CALIFORNIA, N.A.
Administrative Agent, Collateral Agent
and Lender
By: /s/ RANDALL OSTERBERG
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Name: Randall Osterberg
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Title: Senior Vice President
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By: /s/ SEAN MURPHY
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Name: Sean Murphy
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Title: Assistant Vice President
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ACKNOWLEDGED AND AGREED
to as of the date first written above:
By: Chesapeake Operating, Inc., its general partner
By: /s/ MARTHA A. BURGER
--------------------------------------
Name:
Title:
GUARANTORS:
CHESAPEAKE ENERGY CORPORATION
By: /s/ MARTHA A. BURGER
--------------------------------------
Name:
Title:
THE AMES COMPANY, INC.
By: /s/ MARTHA A. BURGER
--------------------------------------
Name:
Title:
ARKOMA PITTSBURG HOLDING CORPORATION
By: /s/ MARTHA A. BURGER
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Name:
Title:
CHESAPEAKE ACQUISITION CORPORATION
By: /s/ MARTHA A. BURGER
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Name:
Title:
CHESAPEAKE ENERGY LOUISIANA CORPORATION
By: /s/ MARTHA A. BURGER
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Name:
Title:
CHESAPEAKE OPERATING, INC.
By: /s/ MARTHA A. BURGER
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Name:
Title:
CHESAPEAKE OPERATING, INC., as General Partner of
Chesapeake Panhandle Limited Partnership
By: /s/ MARTHA A. BURGER
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Name:
Title:
CHESAPEAKE ROYALTY COMPANY
By: /s/ MARTHA A. BURGER
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Name:
Title:
CHESAPEAKE OPERATING, INC., as General Partner of
Chesapeake-Staghorn Acquisition L.P.
By: /s/ MARTHA A. BURGER
--------------------------------------
Name:
Title:
CHESAPEAKE OPERATING, INC., as General Partner of
Chesapeake Louisiana, L.P.
By: /s/ MARTHA A. BURGER
--------------------------------------
Name:
Title:
CHESAPEAKE OPERATING, INC., as General Partner of
Chesapeake Exploration Limited Partnership
By: /s/ MARTHA A. BURGER
--------------------------------------
Name:
Title:
GOTHIC ENERGY CORPORATION
By: /s/ MARTHA A. BURGER
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Name:
Title:
GOTHIC PRODUCTION CORPORATION
By: /s/ MARTHA A. BURGER
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Name:
Title:
NOMAC DRILLING CORPORATION
By: /s/ MARTHA A. BURGER
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Name:
Title:
LENDERS:
BANK OF OKLAHOMA. N.A.
By: /s/ JOHN N. HUFF
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Name: John N. Huff
Title: Vice President
BANK OF SCOTLAND
By: /s/ JOSEPH FRATUS
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Name: Joseph Fratus
Title: Vice President
BEAR STEARNS CORPORATE LENDING INC.
By: /s/ VICTOR F. BULZACCHELLI
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Name: Victor F. Bulzacchelli
Managing Director
Title:
BNP PARIBAS
By: /s/ A. DAVID DODD /s/ LARRY ROBINSON
------------------------------------------
Name: A. David Dodd Larry Robinson
Title: Vice President Vice President
COMERICA BANK - TEXAS
By: /s/ PETER L. SEFZIK
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Name: Peter L. Sefzik
Title: Corporate Banking Officer
COMPASS BANK
By: /s/ KATHLEEN J. BOWEN
------------------------------------------
Name: Kathleen J. Bowen
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
/s/ PATRICK COCQUEREL By: /s/ BRIAN D. KNEZEAL
--------------------------- ------------------------------------------
Patrick Cocquerel Name: Brian D. Knezeal
FVP, Managing Director Title: First Vice President
NATEXIS BANQUES POPULAIRES
/s/ LOUIS P. LAVILLE, III By: /s/ DONOVAN C. BROUSSARD
--------------------------- ------------------------------------------
Louis P. Laville, III Name: Donovan C. Broussard
Vice President and Title: Vice President
Group Manager
NATIONAL BANK OF CANADA, NEW YORK
BRANCH
By: /s/ RANDALL K. WILHOIT
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Name: Randall K. Wilhoit
Title: Vice President
By: /s/ DOUG CLARK
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Name: Doug Clark
Title: Vice President
RZB FINANCE LLC
By: /s/ DIETER BEINTREXLER
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Name: Dieter Beintrexler
Title: President
By: /s/ FRANK J. YAUTZ
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Name: Frank J. Yautz
Title: First Vice President
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ DAVID A. BUCK
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Name: David A. Buck
Title: Senior Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ JIM BRIDWELL
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Name: Jim Bridwell
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ SEAN MURPHY
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Name: Sean Murphy
Title: Assistant Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ M. WARD POLZIN
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Name: M. Ward Polzin
Title: Vice President
WASHINGTON MUTUAL BANK, FA
By: /s/ MARK M. ISENSEE
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Name: Mark M. Isensee
Title: Manager