Exhibit 4.3.2
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CHESAPEAKE ENERGY CORPORATION
and
the Subsidiary Guarantors named herein
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8 1/8% SENIOR NOTES DUE 2011
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FIFTH SUPPLEMENTAL INDENTURE
DATED AS OF June 28, 2002
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THE BANK OF NEW YORK
as successor Trustee to
United States Trust Company of New York
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THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of June 28, 2002, is among
Chesapeake Energy Corporation, an Oklahoma corporation (the "Company"), each of
the parties identified under the caption "Subsidiary Guarantors" on the
signature page hereto (the "Subsidiary Guarantors") and The Bank of New York, as
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
prior to the date hereof (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
without notice to or consent of any Holder to reflect the addition of any
Subsidiary Guarantor, as provided for in the Indenture; and
WHEREAS, the Board of Directors of the Company has designated Chesapeake
KNAN Acquisition Corporation and Chesapeake Focus Corp. as Restricted
Subsidiaries of the Company and desires to add such entities as Subsidiary
Guarantors under the Indenture; 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 Subsidiary Guarantors and of the Trustee necessary to make this Fifth
Supplemental Indenture a valid instrument legally binding on the Company, the
Subsidiary 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 Subsidiary 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 Fifth 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 Fifth Supplemental Indenture shall become effective
immediately upon its execution and delivery by each of the Company, the
Subsidiary Guarantors and the Trustee.
ARTICLE 2
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From this date, in accordance with Section 10.03 and by executing this
Fifth Supplemental Indenture, Chesapeake KNAN Acquisition Corporation, an
Oklahoma corporation, and Chesapeake Focus Corp., an Oklahoma corporation, are
subject to the provisions of the Indenture as Subsidiary Guarantors to the
extent provided for in Article Ten 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 Fifth Supplemental Indenture. This
Fifth 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 Chesapeake KNAN
Acquisition Corporation and Chesapeake Focus Corp. have each been designated by
the Board of Directors of the Company as a Restricted Subsidiary (as that term
is defined in the Indenture).
Section 3.04. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE AND ENFORCE THIS FIFTH SUPPLEMENTAL INDENTURE.
Section 3.05. The parties may sign any number of copies of this Fifth
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]
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IN WITNESS WHEREOF, the parties hereto have caused this Fifth 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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SUBSIDIARY GUARANTORS:
CARMEN ACQUISITION CORP.
CHESAPEAKE ACQUISITION CORPORATION
CHESAPEAKE ENERGY LOUISIANA
CORPORATION
CHESAPEAKE MOUNTAIN FRONT CORP.
CHESAPEAKE OPERATING, INC.
CHESAPEAKE ROYALTY COMPANY
GOTHIC ENERGY CORPORATION
GOTHIC PRODUCTION CORPORATION
NOMAC DRILLING CORPORATION
SAP ACQUISITION CORP.
THE AMES COMPANY, INC.
CHESAPEAKE KNAN ACQUISITION
CORPORATION
CHESAPEAKE FOCUS CORP.
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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TRUSTEE:
THE BANK OF NEW YORK, as 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: Vice President
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