EXHIBIT 4.3.1
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CHESAPEAKE ENERGY CORPORATION
and
the Guarantors named herein
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8 1/8% SENIOR NOTES DUE 2011
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SECOND SUPPLEMENTAL INDENTURE
DATED AS OF September 12, 2001
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BANK OF NEW YORK
Trustee
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THIS SECOND SUPPLEMENTAL INDENTURE, dated as of September 12, 2001, is
among Chesapeake Energy Corporation, an Oklahoma corporation (the "Company"),
each of the parties identified under the caption "Guarantors" on the signature
page hereto (the "Guarantors") and Bank of New York, 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 (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
in order to execute and deliver a guarantee to comply with Section 10.03 thereof
without the consent of the Holders of the Notes; 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 Guarantors and of the Trustee necessary to make this Second Supplemental
Indenture a valid instrument legally binding on the Company, the 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 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 Second 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 Second Supplemental Indenture shall become effective
immediately upon its execution and delivery by each of the Company, the
Guarantors and the Trustee.
ARTICLE 2
From this date, in accordance with Section 10.03 and by executing this
Second Supplemental Indenture, each of Chesapeake Mountain Front Corp., an
Oklahoma corporation, and Chesapeake- Staghorn Acquisition L.P., an Oklahoma
limited partnership, are subject to the provisions of the Indenture as
Subsidiary Guarantors to the extent provided for in Article 10 thereunder.
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 Second Supplemental Indenture. This
Second 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 Company hereby notifies the Trustee that each of
Chesapeake Mountain Front Corp. and Chesapeake-Staghorn Acquisition L.P. have
been designated by the Board of Directors of the Company as Restricted
Subsidiaries pursuant to Section 10.03 (a) of the Indenture.
Section 3.04. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE AND ENFORCE THIS SECOND SUPPLEMENTAL INDENTURE.
Section 3.05. The parties may sign any number of copies of this Second
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 Second
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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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
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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:
BANK OF NEW YORK, 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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