EXHIBIT 99.2
CHESAPEAKE ENERGY CORPORATION
LETTER TO CLIENTS
FOR
TENDER OF ALL OUTSTANDING
8.125% SENIOR NOTES DUE 2011
IN EXCHANGE FOR
8.125% SENIOR NOTES DUE 2011
THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, UNLESS EXTENDED (THE "EXPIRATION DATE").
NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE UNLESS PREVIOUSLY ACCEPTED
FOR EXCHANGE.
To Our Clients:
We have enclosed herewith a Prospectus, dated , of Chesapeake
Energy Corporation, an Oklahoma corporation (the "Company"), and a related
Letter of Transmittal, which together constitute the Company's offer (the
"Exchange Offer") to exchange its 8.125% Senior Notes due 2011 (the "New
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for a like principal amount of its issued and
outstanding 8.125% Senior Notes due 2011 (the "Outstanding Notes"), upon the
terms and subject to the conditions set forth in the Exchange Offer.
The Exchange Offer is not conditioned upon any minimum number of
Outstanding Notes being tendered.
We are the holder of record of Outstanding Notes held by us for your own
account. A tender of such Outstanding Notes can be made only by us as the record
holder and pursuant to your instructions. The Letter of Transmittal is furnished
to you for your information only and cannot be used by you to tender Outstanding
Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of the
Outstanding Notes held by us for your account pursuant to the terms and
conditions of the Exchange Offer. We also request that you confirm that we may,
on your behalf, make the representations and warranties contained in the Letter
of Transmittal.
Very truly yours,
PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE TIME
TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.
INSTRUCTION TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER PARTICIPANT
To Registered Holder and/or Participant in the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the Prospectus, dated
(the "Prospectus"), of Chesapeake Energy Corporation, an Oklahoma
corporation (the "Company"), and the accompanying Letter of Transmittal (the
"Letter of Transmittal"), that together constitute the Company's offer (the
"Exchange Offer") to exchange its 8.125% Senior Notes due 2011 (the "New Notes")
for all of its outstanding 8.125% Senior Notes due 2011 (the "Outstanding
Notes"). Capitalized terms used, but not defined herein have the meanings
ascribed to them in the Prospectus.
This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Outstanding Notes held by you for the account
of the undersigned.
The aggregate face amount of the Outstanding Notes held by you for the
account of the undersigned is (FILL IN AMOUNT):
$ of the 8.125% Senior Notes due 2011
With respect to the Exchange Offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):
[ ] To TENDER the following Outstanding Notes held by you for the account of the
undersigned (INSERT PRINCIPAL AMOUNT OF OUTSTANDING NOTES TO BE TENDERED)
(IF ANY):
$ of the 8.125% Senior Notes due 2011
[ ] NOT to TENDER any Outstanding Notes held by you for the account of the
undersigned.
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If the undersigned instructs you to tender the Outstanding Notes held by
you for the account of the undersigned, it is understood that you are authorized
to make, on behalf of the undersigned (and the undersigned by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including, but not limited to, the representations, that (i)
the New Notes acquired in exchange for the Outstanding Notes pursuant to the
Exchange Offer are being acquired in the ordinary course of business of the
person receiving such New Notes, (ii) the undersigned is not engaging in and
does not intend to engage in a distribution of the New Notes, (iii) the
undersigned does not have any arrangement or understanding with any person to
participate in the distribution of New Notes, and (iv) neither the undersigned
nor any such other person is an "affiliate" (within the meaning of Rule 405
under the Securities Act of 1933, as amended) of the Company. If the undersigned
is a broker-dealer that will receive New Notes for its own account in exchange
for Outstanding Notes, it acknowledges that it will deliver a prospectus in
connection with any resale of such New Notes.
SIGN HERE
Name of beneficial owner(s):
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Signature(s)
Name(s):
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(Please Print)
Address: -----------------------------------------------------------------------
Telephone
number: -----------------------------------------------------------------------
Taxpayer Identification or Social Security
Number: -----------------------------------------------------------------------
Date: -----------------------------------------------------------------------
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