Exhibit 4.6.2
UNION BANK OF CALIFORNIA, N.A.
4200 LINCOLN PLAZA
500 NORTH AKARD
DALLAS, TEXAS 75201
August 2, 2002
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 informed Administrative Agent and Lenders that
Company intends to issue new Senior Notes (in one or more series) in the
aggregate face amount of up to $375,000,000, providing (i) for an interest rate
at the then prevailing market rate of interest, but not more than 9-1/4%, (ii)
for a maturity date of not sooner than ten years from the date of issuance, and
(iii) for covenants, mandatory prepayments, defaults, and events of default no
more restrictive than Company's 8-1/8% Notes (the "New Notes").
Borrower and Company have requested that Administrative Agent and Lenders
consent to the issuance of the New Notes. Accordingly, subject to the terms and
provisions hereof, Administrative Agent and Lenders hereby (i) consent to the
issuance of the New Notes, (ii) waive any violations of Section 7.2 of the
Credit Agreement resulting therefrom, and (iii) agree that such New Notes shall
be permitted in addition to the Indebtedness otherwise permitted pursuant to
Section 7.2 of the Credit Agreement; provided that (1) at the time of the
issuance of
the New Notes, no Default or Event of Default has occurred that is continuing,
(2) the issuance of the New Notes shall be approved by the Board of Directors of
Company, (3) the issuance of the New Notes shall be consummated on or before
September 30, 2002, (4) to the extent that the aggregate face amount of the New
Notes exceeds $250,000,000, the issuance of such New Notes in excess of
$250,000,000 shall be used to exchange and/or redeem the 7-7/8% Notes, and (5)
except as otherwise provided herein, nothing in this Letter Agreement shall
allow any Person to incur any other new Indebtedness not allowed pursuant to
Section 7.2 of the Credit Agreement.
Borrower will pay to Administrative Agent, for the account of each Lender
signatory to this Letter Agreement on or before 5:00 p.m., Dallas, Texas time on
the date hereof, a consent fee of $50,000 that shall be distributed to such
Lenders on a pro rata basis according to the Revolving Percentages of such
Lenders. Such fee shall be due and payable at such time as Majority Lenders are
signatory to this Letter Agreement.
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
----------------------------------
Name: Randall Osterberg
Title: Senior Vice President
By: /s/ JOHN CLARK
------------------------------------
Name: John Clark
Title: Vice President
ACKNOWLEDGED AND AGREED
to as of the date first written above:
BORROWER:
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CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP
By: Chesapeake Operating, Inc., its general partner
By: /s/ MARTHA A. BURGER
-----------------------------------
Name: Martha A. Burger
Title: Treasurer & Sr. Vice President Human Resources
GUARANTORS:
CHESAPEAKE ENERGY CORPORATION
By: /s/ MARTHA A. BURGER
---------------------------------
Name: Martha A. Burger
Title: Treasurer & Sr. Vice President Human Resources
THE AMES COMPANY, INC.
By: /s/ MARTHA A. BURGER
---------------------------------
Name: Martha A. Burger
Title: Treasurer
CHESAPEAKE ACQUISITION CORPORATION
By: /s/ MARTHA A. BURGER
---------------------------------
Name: Martha A. Burger
Title: Treasurer
CHESAPEAKE ENERGY LOUISIANA CORPORATION
By: /s/ MARTHA A. BURGER
---------------------------------
Name: Martha A. Burger
Title: Treasurer
CHESAPEAKE OPERATING, INC.
By: /s/ MARTHA A. BURGER
---------------------------------
Name: Martha A. Burger
Title: Treasurer & Sr. Vice President Human Resources
CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP
By: CHESAPEAKE OPERATING, INC., its General Partner
By: /s/ MARTHA A. BURGER
---------------------------------
Name: Martha A. Burger
Title: Treasurer & Sr. Vice President Human Resources
CHESAPEAKE ROYALTY COMPANY
By: /s/ MARTHA A. BURGER
---------------------------------
Name: Martha A. Burger
Title: Treasurer
CHESAPEAKE-STAGHORN ACQUISITION L .P.
By: CHESAPEAKE OPERATING, INC., its General Partner
By: /s/ MARTHA A. BURGER
---------------------------------
Name: Martha A. Burger
Title: Treasurer & Sr. Vice President Human Resources
CHESAPEAKE LOUISIANA, L.P.
By: CHESAPEAKE OPERATING, INC., its General Partner
By: /s/ MARTHA A. BURGER
---------------------------------
Name: Martha A. Burger
Title: Treasurer & Sr. Vice President Human Resources
GOTHIC ENERGY CORPORATION
By: /s/ MARTHA A. BURGER
---------------------------------
Name: Martha A. Burger
Title: Treasurer
GOTHIC PRODUCTION CORPORATION
By: /s/ MARTHA A. BURGER
---------------------------------
Name: Martha A. Burger
Title: Treasurer
NOMAC DRILLING CORPORATION
By: /s/ MARTHA A. BURGER
---------------------------------
Name: Martha A. Burger
Title: Treasurer
CARMEN ACQUSITION CORP.
By: /s/ MARTHA A. BURGER
---------------------------------
Name: Martha A. Burger
Title: Treasurer
SAP ACQUISITION CORP.
By: /s/ MARTHA A. BURGER
---------------------------------
Name: Martha A. Burger
Title: Treasurer
CHESAPEAKE MOUNTAIN FRONT CORP.
By: /s/ MARTHA A. BURGER
---------------------------------
Name: Martha A. Burger
Title: Treasurer
LENDERS:
BANK OF OKLAHOMA, N.A.
By: /s/ JOHN N. HUFF
------------------------------------
Name: John N. Huff
Title: Vice President
BANK OF SCOTLAND
By: /s/ JOSEPH FRATUS
------------------------------------
Name: Joseph Fratus
Title: First Vice President
BEAR STEARNS CORPORATE LENDING INC.
By: /s/ VICTOR BULZACCHELLI
------------------------------------
Name: Victor Bulzacchelli
Title: Authorized Agent
BNP PARIBAS
By: /s/ BETSY JOCHER
------------------------------------
Name: Betsy Jocher
Title: Vice President
By: /s/ GABE ELLISOR
------------------------------------
Name: Gabe Ellisor
Title: Vice President
COMERICA BANK - TEXAS
By: /s/ PETER L. SEFZIK
------------------------------------
Name: Peter L. Sefzik
Title: Assistant Vice President
COMPASS BANK
By: /s/ KATHLEEN J. BOWEN
------------------------------------
Name: Kathleen J. Bowen
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By:
------------------------------------
Name:
Title:
NATEXIS BANQUES POPULAIRES
By: /s/ DONOVAN C. BROUSSARD
------------------------------------
Name: Donovan C. Broussard
Title: Vice President
By: /s/ DANIEL PAYER
------------------------------------
Name: Daniel Payer
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ DOUG CLARK
------------------------------------
Name: Doug Clark
Title: Vice President
RZB FINANCE LLC
By: /s/ FRANK J. YAUTZ
------------------------------------
Name: Frank J. Yautz
Title: First Vice President
By: /s/ JOHN A. VALISKA
------------------------------------
Name: John A. Valiska
Title: Group Vice President
SUMITOMO MITSUI BANKING
CORPORATION
By: /s/ DAVID A. BUCK
------------------------------------
Name: David A. Buck
Title: Senior Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ DEBBIE A. GREENE
------------------------------------
Name: Debbie A. Greene
Title: Vice President
WASHINGTON MUTUAL BANK, FA
By: /s/ MARK ISENSEE
------------------------------------
Name: Mark Isensee
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ BERNARD WEYMULLER
------------------------------------
Name: Bernard Weymuller
Title: Senior Vice President