EXHIBIT 4.2.2
SEVENTH SUPPLEMENTAL INDENTURE
TO INDENTURE DATED MARCH 15, 1997 (8 1/2% SECURITIES)
SEVENTH SUPPLEMENTAL INDENTURE dated as of September 12, 2001,
among CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the "Company"),
the SUBSIDIARY GUARANTORS listed as signatories hereto, BANK OF NEW YORK,
successor to United States Trust Company of New York, as Trustee to the
Indenture (the "Trustee"), GOTHIC ENERGY CORPORATION, an Oklahoma corporation
("GEC"), GOTHIC PRODUCTION CORPORATION, an Oklahoma corporation ("GPC"), NOMAC
DRILLING CORPORATION, an Oklahoma corporation ("NDC"), ARKOMA PITTSBURG HOLDING
CORPORATION, an Oklahoma corporation ("APHC"), CHESAPEAKE-STAGHORN ACQUISITION
L.P., an Oklahoma limited partnership ("CSALP"), and CHESAPEAKE MOUNTAIN FRONT
CORP., an Oklahoma corporation ("CMFC").
WHEREAS, the Board of Directors of the Company has adopted
resolutions designating GEC, GPC, NDC, APHC, CSALP and CMFC as Restricted
Subsidiaries;
WHEREAS, contemporaneously herewith, there are being delivered to
the Trustee an Opinion of Counsel and Officers' Certificate proper in form and
substance;
WHEREAS, Section 9.1 of the Indenture provides, among other
things, that the Trustee, the Subsidiary Guarantors and the Company may amend or
supplement the Indenture without notice to or consent of any Holder to reflect
the addition of any Subsidiary Guarantor, as provided for by the Indenture; and
WHEREAS, the execution and delivery of this Seventh Supplemental
Indenture have been duly authorized by the Company, the Subsidiary Guarantors,
GEC, GPC, NDC, APHC, CSALP and CMFC and all actions necessary to make this
Seventh Supplemental Indenture a valid and binding instrument according to its
terms and the terms of the Original Indenture have been performed.
NOW, THEREFORE, BY THIS SEVENTH SUPPLEMENTAL INDENTURE, for and
in consideration of the premises and of the mutual covenants herein contained
and for other valuable considerations, the receipt whereof is hereby
acknowledged, the Company, the Subsidiary Guarantors, GEC, GPC, NDC, APHC, CSALP
and CMFC covenant and agree with the Trustee, for the equal benefit of all
present and future Holders of the Securities, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 The definitions set forth in or incorporated by
reference in Article I of the Indenture shall be applicable to this Seventh
Supplemental Indenture, as fully and to
the same extent as if set forth herein, except as otherwise expressly provided
herein. As used in this Seventh Supplemental Indenture, the following terms
shall have the following meanings:
"Indenture" means the Original Indenture, as amended by this
Seventh Supplemental Indenture, relating to the Securities.
"Original Indenture" means the Indenture dated as of March 15,
1997, among the Company, the Subsidiary Guarantors listed as signatories thereto
and the Trustee, relating to the Securities, as amended by: (i) that certain
First Supplemental Indenture dated as of December 17, 1997, (ii) that certain
Second Supplemental Indenture dated as of February 16, 1998, (iii) that certain
Third Supplemental Indenture dated as of April 22, 1998, (iv) that certain
Fourth Supplemental Indenture dated as of July 1, 1998, (v) that certain Fifth
Supplemental Indenture dated as of November 19, 1999, and (vi) that certain
Sixth Supplemental Indenture dated as of December 31, 1999.
ARTICLE II
ADDITION OF SUBSIDIARY GUARANTORS
SECTION 2.1 As a Subsidiary Guarantor, GEC, GPC, NDC, APHC, CSALP
and CMFC hereby: (a) unconditionally guarantee to each Holder and to the Trustee
the due and punctual payment of the principal of, premium, if any, and interest
on the Securities and all other amounts due and payable under the Indenture and
the Securities by the Company, whether at maturity, by acceleration, redemption,
repurchase or otherwise including, without limitation, interest on the overdue
principal of, premium, if any, and interest on the Securities to the extent
lawful, all in accordance with the terms and subject to the limitations of the
Indenture as if GEC, GPC, NDC, APHC, CSALP and CMFC had been an original party
thereto; and (b) subject GEC, GPC, NDC, APHC, CSALP and CMFC to the provisions
(including the representations and warranties) of the Indenture as a Subsidiary
Guarantor.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 This Seventh Supplemental Indenture is a supplemental
indenture pursuant to Section 9.01 of the Indenture. Upon execution and delivery
of this Seventh Supplemental Indenture, the terms and conditions of this Seventh
Supplemental Indenture will be part of the terms and conditions of the Indenture
for any and all purposes, and all the terms and conditions of both shall be read
together as though they constitute one instrument, except that in case of
conflict, the provisions of this Seventh Supplemental Indenture will control.
SECTION 3.2 Except as they have been modified in this Seventh
Supplemental Indenture, each and every term and provision of the Indenture shall
remain in full force and effect.
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SECTION 3.3 This Seventh Supplemental Indenture may be executed
in any number of counterparts, each of which when so executed and delivered
shall be an original, but such counterparts shall together constitute but one
and the same instrument.
SECTION 3.4 This Seventh Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of New York without
giving effect to applicable principals of conflicts of law to the extent that
the application of the law of another jurisdiction would be required thereby.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Supplemental Indenture to be duly executed as of the date first written above.
COMPANY:
CHESAPEAKE ENERGY CORPORATION
By /s/ AUBREY K. MCCLENDON
--------------------------------------------
Aubrey K. McClendon, Chief Executive Officer
GUARANTORS:
THE AMES COMPANY, INC.
CHESAPEAKE ACQUISITION CORPORATION
CHESAPEAKE ROYALTY COMPANY
NOMAC DRILLING CORPORATION
CHESAPEAKE ENERGY LOUISIANA
CORPORATION
CHESAPEAKE CANADA CORPORATION
CHESAPEAKE OPERATING, INC.
CHESAPEAKE MOUNTAIN FRONT CORP.
GOTHIC ENERGY CORPORATION
GOTHIC PRODUCTION CORPORATION
By /s/ AUBREY K. MCCLENDON
---------------------------------------------
Aubrey K. McClendon, 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
-----------------------------------------
Aubrey K. McClendon,
Chief Executive Officer
ARKOMA PITTSBURG HOLDING CORPORATION
By /s/ HENRY J. HOOD
---------------------------------------------
Henry J. Hood, President
TRUSTEE:
BANK OF NEW YORK, successor to United States
Trust Company of New York, as Trustee
By /s/ LOUIS P. YOUNG
---------------------------------------------
Name: Louis P. Young
------------------------------------------
Title: Authorized Signer
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