1
AGREEMENT
March 7, 1996
Chesapeake Exploration Limited Partnership,
an Oklahoma limited partnership
Chesapeake Energy Corporation
6104 N. Western
Oklahoma City, OK 73118
Re: Amended and Restated Credit Agreement dated as of March 22,
1994, as amended by the First Amendment to Amended and
Restated Credit Agreement dated as of December 27, 1994, the
Second Amendment to Amended and Restated Credit Agreement
dated as of May 25, 1995 and the Third Amendment to Amended
and Restated Credit Agreement dated as of February 5, 1996 (as
so amended, the "Credit Agreement") among Chesapeake
Exploration Limited Partnership, an Oklahoma limited
partnership ("Borrower"), Chesapeake Energy Corporation
("CEC") and Union Bank ("Lender")
Gentlemen:
You have requested, and Lender has agreed, to amend the definition of
"Companies" in the Credit Agreement to exclude Chesapeake Energy Marketing,
Inc. In consideration of the mutual covenants and agreements contained herein
and in the Credit Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Lender, Borrower and
CEC agree as follows:
1. The definition of "Companies" in Section 1.01 of the Credit
Agreement is hereby amended in its entirety to read as
follows:
"'Companies' means any of Borrower, CEC and any
subsidiary of CEC (except, however, Chesapeake Gas Development
Corporation and Chesapeake Energy Marketing, Inc.)."
2. The Credit Agreement as hereby amended is hereby ratified and
confirmed in all respects. Any reference to the Credit
Agreement in any Loan Document shall be deemed to refer to
this Agreement also. The execution, delivery and effectiveness
of this Agreement shall not, except as expressly provided
herein operate as a waiver of any right, power or remedy of
Lender under the Credit Agreement or any other Loan Document
nor constitute a waiver of any provision of the Credit
Agreement or any other Loan Documents.
2
3. This Agreement is a Loan Document and all provisions in the
Credit Agreement pertaining to Loan Documents apply hereto.
Any capitalized terms used herein have the meanings given them
in the Credit Agreement.
4. This Agreement may be separately executed in counterparts and
by the different parties hereto in separate counterparts, each
of which when so executed shall be deemed to constitute one
and the same Agreement.
Please indicate your agreement to the foregoing by signing where
indicated below.
Yours very truly,
UNION BANK
By: /s/ RANDALL L. OSTERBERG
-------------------------------------
Randall L. Osterberg
Vice President
AGREED TO AS OF THE DATE FIRST
WRITTEN ABOVE
CHESAPEAKE EXPLORATION LIMITED
PARTNERSHIP
By: CHESAPEAKE OPERATING, INC.,
its general partner
By: /s/ AUBREY K. MCCLENDON
-------------------------------
Aubrey K. McClendon,
President
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. MCCLENDON
------------------------------------
Aubrey K. McClendon
Chief Executive Officer
3
CONSENT AND AGREEMENT
Chesapeake Energy Corporation ("CEC") hereby consents to the
provisions of this Agreement and the transactions contemplated herein, and
hereby ratifies and confirms its Amended and Restated Guaranty Agreement dated
as of December 27, 1994 made by CEC for the benefit of Lender, and agrees that
CEC's obligations and covenants thereunder are unimpaired hereby and shall
remain in full force and effect.
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. MCCLENDON
-------------------------------------
Aubrey K. McClendon,
Chief Executive Officer
4
CONSENT AND AGREEMENT
The undersigned hereby consent to the provisions of this Agreement and
the transactions contemplated herein, and hereby ratify and confirm the
Intercompany Subordination Agreement dated as of March 22, 1994 made for the
benefit of Lender, and agree that the undersigned's obligations and covenants
thereunder are unimpaired hereby and shall remain in full force and effect.
CHESAPEAKE EXPLORATION LIMITED
PARTNERSHIP, as successor of
Chesapeake Exploration Company
By: CHESAPEAKE OPERATING, INC.,
its general partner
By: /s/ AUBREY K. MCCLENDON
-----------------------------------
Aubrey K. McClendon, President
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. MCCLENDON
-------------------------------------
Name:
Title:
CHESAPEAKE OPERATING, INC.
By: /s/ AUBREY K. MCCLENDON
-------------------------------------
Name:
Title:
SANDER TRUCKING COMPANY, INC.
By: /s/ AUBREY K. MCCLENDON
-------------------------------------
Name:
Title:
5
WHITMIRE DOZER SERVICE, INC.
By: /s/ AUBREY K. MCCLENDON
-------------------------------------
Name:
Title:
LINDSAY OIL FIELD SUPPLY, INC.
By: /s/ AUBREY K. MCCLENDON
-------------------------------------
Name:
Title:
6
CONSENT AND AGREEMENT
The undersigned hereby consents to the provisions of this Agreement
and the transactions contemplated herein, and hereby ratifies and confirms the
Intercompany Subordination Agreement dated as of December 27, 1994 made for the
benefit of Lender, and agrees that the undersigned's obligations and covenants
thereunder are unimpaired hereby and shall remain in full force and effect.
CHESAPEAKE GAS DEVELOPMENT CORPORATION
By: /s/ AUBREY K. MCCLENDON
-------------------------------------
Name:
Title:
7
AGREEMENT
March 8, 1996
Chesapeake Exploration Limited Partnership,
an Oklahoma limited partnership
Chesapeake Energy Corporation
6104 N. Western
Oklahoma City, OK 73118
Re: Amended and Restated Credit Agreement dated as of March 22,
1994, as amended by the First Amendment to Amended and
Restated Credit Agreement dated as of December 27, 1994, the
Second Amendment to Amended and Restated Credit Agreement
dated as of May 25, 1995, the Third Amendment to Amended and
Restated Credit Agreement dated as of February 5, 1996, and
the Agreement dated as of March 7, 1996 (as so amended, the
"Credit Agreement") among Chesapeake Exploration Limited
Partnership, an Oklahoma limited partnership ("Borrower"),
Chesapeake Energy Corporation ("CEC") and Union Bank ("Lender")
Gentlemen:
You have requested, and Lender has agreed, to increase the Borrowing
Base. In consideration of the mutual covenants and agreements contained herein
and in the Credit Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Lender, Borrower and
CEC agree as follows:
1. The first sentence of Section 3.06(a) of the Credit Agreement
is hereby amended in its entirety to read as follows:
"At any time during the period from March 1, 1996 until the
first Redetermination Date occurring thereafter, the amount of
the Borrowing Base shall be an amount equal to $35,000,000
minus the sum of all Reductions to such date."
2. The Credit Agreement as hereby amended is hereby ratified and
confirmed in all respects. Any reference to the Credit
Agreement in any Loan Document shall be deemed to refer to
this Agreement also. The execution, delivery and effectiveness
of this Agreement shall not, except as expressly provided
herein operate as a waiver of any right, power or remedy of
Lender under the Credit Agreement or any other Loan Document
nor constitute a waiver of any provision of the Credit
Agreement or any other Loan Documents.
8
3. This Agreement is a Loan Document and all provisions in the
Credit Agreement pertaining to Loan Documents apply hereto.
Any capitalized terms used herein have the meanings given them
in the Credit Agreement.
4. This Agreement may be separately executed in counterparts and
by the different parties hereto in separate counterparts, each
of which when so executed shall be deemed to constitute one
and the same Agreement.
5. This Agreement shall become effective when (i) Lender shall
have received a counterpart of this Agreement executed by
Borrower and CEC and (ii) Borrower has paid to Lender a
facility fee of $37,500 (.375% of the increase in the
Borrowing Base).
Please indicate your agreement to the foregoing by signing where
indicated below.
Yours very truly,
UNION BANK
By: /s/ RANDALL L. OSTERBERG
-------------------------------------
Randall L. Osterberg
Vice President
AGREED TO AS OF THE DATE FIRST
WRITTEN ABOVE
CHESAPEAKE EXPLORATION LIMITED
PARTNERSHIP
By: CHESAPEAKE OPERATING, INC.,
its general partner
By: /s/ AUBREY K. McCLENDON
--------------------------------
Aubrey K. McClendon,
President
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. McCLENDON
------------------------------------
Aubrey K. McClendon
Chief Executive Officer
9
CONSENT AND AGREEMENT
Chesapeake Energy Corporation ("CEC") hereby consents to the
provisions of this Agreement and the transactions contemplated herein, and
hereby ratifies and confirms its Amended and Restated Guaranty Agreement dated
as of December 27, 1994 made by CEC for the benefit of Lender, and agrees that
CEC's obligations and covenants thereunder are unimpaired hereby and shall
remain in full force and effect.
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. McCLENDON
-------------------------------------
Aubrey K. McClendon,
Chief Executive Officer
10
CONSENT AND AGREEMENT
The undersigned hereby consent to the provisions of this Agreement and
the transactions contemplated herein, and hereby ratify and confirm the
Intercompany Subordination Agreement dated as of March 22, 1994 made for the
benefit of Lender, and agree that the undersigned's obligations and covenants
thereunder are unimpaired hereby and shall remain in full force and effect.
CHESAPEAKE EXPLORATION LIMITED
PARTNERSHIP, as successor of
Chesapeake Exploration Company
By: CHESAPEAKE OPERATING, INC., its
general partner
By: /s/ Aubrey K. McClendon
----------------------------------
Aubrey K. McClendon,
President
CHESAPEAKE ENERGY CORPORATION
By: /s/ Aubrey K. McClendon
-------------------------------------
Name:
Title:
CHESAPEAKE OPERATING, INC.
By: /s/ Aubrey K. McClendon
-------------------------------------
Name:
Title:
SANDER TRUCKING COMPANY, INC.
By: /s/ Aubrey K. McClendon
-------------------------------------
Name:
Title:
11
WHITMIRE DOZER SERVICE, INC.
By: /s/ Aubrey K. McClendon
-------------------------------------
Name:
Title:
LINDSAY OIL FIELD SUPPLY, INC.
By: /s/ Aubrey K. McClendon
-------------------------------------
Name:
Title:
12
CONSENT AND AGREEMENT
The undersigned hereby consents to the provisions of this Agreement
and the transactions contemplated herein, and hereby ratifies and confirms the
Intercompany Subordination Agreement dated as of December 27, 1994 made for the
benefit of Lender, and agrees that the undersigned's obligations and covenants
thereunder are unimpaired hereby and shall remain in full force and effect.
CHESAPEAKE GAS DEVELOPMENT CORPORATION
By: /s/ Aubrey K. McClendon
-------------------------------------
Name:
Title:
13
AGREEMENT
March 27, 1996
Chesapeake Exploration Limited Partnership,
an Oklahoma limited partnership
Chesapeake Energy Corporation
6104 N. Western
Oklahoma City, OK 73118
Re: Amended and Restated Credit Agreement dated as of March 22,
1994, as amended by the First Amendment to Amended and
Restated Credit Agreement dated as of December 27, 1994, the
Second Amendment to Amended and Restated Credit Agreement
dated as of May 25, 1995, the Third Amendment to Amended and
Restated Credit Agreement dated as of February 5, 1996, and
the Agreement dated as of March 7, 1996 (as so amended, the
"Credit Agreement") among Chesapeake Exploration Limited
Partnership, an Oklahoma limited partnership ("Borrower"),
Chesapeake Energy Corporation ("CEC") and Union Bank
("Lender")
Gentlemen:
You have requested, and Lender has agreed, to provide a $10,000,000
line of credit. In consideration of the mutual covenants and agreements
contained herein and in the Credit Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Lender, Borrower and CEC agree as follows:
1. Definitions. The definition of "Loans" in Section 1.01 of the
Original Agreement is hereby amended in its entirety to read as follows:
"'Loans' means the Revolving Loans, the Term Loan and the Line
of Credit, and each, individually, a Loan."
The definition of "Notes" in Section 1.01 of the Original Agreement is
hereby amended in its entirety to read as follows:
"'Notes' means the Revolving Note, the Term Note, the Line of
Credit Note and all renewals and extensions thereof and/or
replacements or substitutions therefor."
The first sentence of the definition of "Revolving Commitment" in
Section 1.01 of the Original Agreement is hereby amended in its entirety to
read as follows:
"'Revolving Commitment', at any time, means $35,000,000, less
the sum of all reductions pursuant to Section 2.04."
14
2. Line of Credit. The following Article Three-A is hereby added
to the Credit Agreement immediately following Article Three:
ARTICLE THREE-A
LINE OF CREDIT
3A.01. Line of Credit. Subject to the terms and conditions of
this Agreement, the Lender agrees to lend to the Borrower, on a
revolving basis in one or more Advances (the "Line of Credit") during
the period beginning on March 27, 1996 and ending on April 29, 1996,
the amounts requested by Borrower in writing to Lender, so long as the
aggregate principal amount of Advances outstanding at any time under
the Line of Credit does not exceed $10,000,000 (the "Line of Credit
Commitment").
The Borrower must give at least one Business Day's prior
written notice of any requested Advance under the Line of Credit. Upon
fulfillment of all applicable conditions with respect to an Advance
under the Line of Credit, the Lender shall pay or deliver federal or
other immediately available funds to the order of the Borrower at the
Borrower's operating account at the principal office of the Lender in
the amount of the requested Advance.
3A.02. Line of Credit Commitment Fee. The Borrower agrees to
pay to the Lender in arrears on April 30, 1996 (the "Line of Credit
Maturity Date") a commitment fee computed at a rate per annum
(calculated and computed on the basis of the actual days elapsed)
equal to three-eighths of one percent (0.375%) on the average daily
unborrowed amount of the Line of Credit Commitment.
3A.03. Use of Proceeds. The proceeds of the Line of Credit
shall be used to support CEC's cash collateral obligations under that
certain Commodity Hedge Agreement between Banque Paribas and CEC, as
in effect on March 26, 1996.
3A.04. Line of Credit Note. The Advances made under Section
3A.01 shall be evidenced by a promissory note of the Borrower (the
"Line of Credit Note") in the form of Exhibit "3A-1", which note
shall (i) be dated March 27, 1996, (ii) be in the principal amount of
the Line of Credit Commitment, (iii) bear interest in accordance with
Section 3A.05 and (iv) be payable to the order of Lender at its
principal office or at such other place as the Lender shall designate.
3A.05. Interest Rate. Borrower may from time to time
designate all or any portion of the outstanding Line of Credit as a
Fixed Rate Portion; provided that without the consent of Lender
Borrower may make no such election during the continuance of a
Default. Each election by Borrower of a Fixed Rate Portion shall be
made in accordance with and
15
subject to the provisions of Section 3.03 hereof. The Base Rate
Portion of the Line of Credit outstanding from day to day shall bear
interest at the rate per annum from day to day equal to the lesser of
(i) the Adjusted Base Rate, or (ii) the Maximum Rate. Each Fixed Rate
Portion of the Line of Credit outstanding from day to day shall bear
interest on each day during the related Interest Period at the related
Line of Credit Fixed Rate (as defined below) in effect as of such day
for such Fixed Rate Portion. After maturity, which shall include,
without limitation, the maturity stated or by acceleration, the
principal of and overdue interest on the Line of Credit Note and all
other obligations shall bear interest, to the extent permitted by law,
from such maturity until the date paid at a rate per annum from day to
day equal to the Default Rate.
For purposes of this Section 3A.05 the term "Line of Credit
Fixed Rate" means, with respect to each particular Fixed Rate Portion
and the associated Eurodollar Rate and Reserve Percentage, the rate
per annum calculated by Lender (rounded upwards, if necessary, to the
next higher 0.01%) determined on a daily basis pursuant to the
following formula:
Fixed Rate =
Eurodollar Rate
--------------------------- + A
100.0% - Reserve Percentage
where A shall mean 1.875%.
3A.06. Principal Payments. The unpaid principal balance,
together with accrued and unpaid interest thereon, of the Line of
Credit Note shall be due and payable on the Line of Credit Maturity
Date. If at any time Banque Paribas releases cash collateral under the
Commodity Hedge Agreement, Borrower shall promptly thereafter make a
prepayment of the Line of Credit Note in an amount equal to such
released cash collateral.
3. Conditions Precedent. This Agreement shall become effective as
of the date first above written when, and only when, Borrower shall have paid
to Lender a facility fee of $37,500, and Lender shall have received, at
Lender's office:
(i) a counterpart of this Agreement executed and
delivered by Borrower and CEC, along with the Line of Credit Note,
(ii) Lender shall received a certificate of the general
partner of Borrower dated the date of this Agreement certifying that
attached thereto is a true and complete copy of a certificate of
authority adopted by the general partner of Borrower authorizing the
execution, delivery and performance of this Agreement and the Line of
Credit Note and certifying the true signatures of the officer of
16
Borrower authorized to sign this Agreement and the Line of Credit
Note, and
(iii) an opinion of legal counsel for the Borrower,
addressed to Lender, to the effect that this Agreement and the Line of
Credit Note have been duly authorized, executed and delivered by
Borrower and that the Credit Agreement and the Line of Credit Note
constitute the legal, valid and binding obligations of Borrower,
enforceable in accordance with their terms (subject, as to enforcement
of remedies, to applicable bankruptcy, reorganization, insolvency and
similar laws and to moratorium laws and other laws affecting
creditors, rights generally from time to time in effect).
4. Ratification. The Credit Agreement as hereby amended is hereby
ratified and confirmed in all respects. Any reference to the Credit Agreement
in any Loan Document shall be deemed to refer to this Agreement also. The
execution, delivery and effectiveness of this Agreement shall not, except as
expressly provided herein operate as a waiver of any right, power or remedy of
Lender under the Credit Agreement or any other Loan Document nor constitute a
waiver of any provision of the Credit Agreement or any other Loan Documents.
5. Loan Document. This Agreement and the Line of Credit Note are
each a Loan Document and all provisions in the Credit Agreement pertaining to
Loan Documents apply hereto and thereto. Any capitalized terms used herein have
the meanings given them in the Credit Agreement.
6. Counterparts. This Agreement may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed shall be deemed to constitute one and the same
Agreement.
Please indicate your agreement to the foregoing by signing where
indicated below.
Yours very truly,
UNION BANK
By: /s/ RANDALL L. OSTERBERG
-------------------------------------
Randall L. Osterberg
Vice President
By: /s/ AUBREY K. McCLENDON
-------------------------------------
Name: Aubrey K. McClendon
Title:
17
AGREED TO AS OF THE DATE FIRST
WRITTEN ABOVE
CHESAPEAKE EXPLORATION LIMITED
PARTNERSHIP
By: CHESAPEAKE OPERATING, INC.,
its general partner
By: /s/ AUBREY K. McCLENDON
------------------------------
Aubrey K. McClendon,
President
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. McCLENDON
-----------------------------------
Aubrey K. McClendon
Chief Executive Officer
18
CONSENT AND AGREEMENT
Chesapeake Energy Corporation ("CEC") hereby consents to the
provisions of this Agreement and the transactions contemplated herein, and
hereby ratifies and confirms its Amended and Restated Guaranty Agreement dated
as of December 27, 1994 ("Guaranty Agreement") made by CEC for the benefit of
Lender, and agrees that CEC's obligations and covenants thereunder are
unimpaired hereby and shall remain in full force and effect. CEC hereby further
acknowledges and agrees that the Line of Credit Note is a "Note" for purposes
of the definition of "Guaranteed Debt" in the Guaranty Agreement.
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. McCLENDON
-------------------------------------
Aubrey K. McClendon,
Chief Executive Officer
19
CONSENT AND AGREEMENT
The undersigned hereby consent to the provisions of this Agreement and
the transactions contemplated herein, and hereby ratify and confirm the
Intercompany Subordination Agreement dated as of March 22, 1994 made for the
benefit of Lender, and agree that the undersigned's obligations and covenants
thereunder are unimpaired hereby and shall remain in full force and effect.
CHESAPEAKE EXPLORATION LIMITED
PARTNERSHIP, as successor of
Chesapeake Exploration Company
By: CHESAPEAKE OPERATING, INC., its
general partner
By: /s/ AUBREY K. McCLENDON
----------------------------------
Aubrey K. McClendon,
President
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. McCLENDON
-------------------------------------
Name:
Title:
CHESAPEAKE OPERATING, INC.
By: /s/ AUBREY K. McCLENDON
-------------------------------------
Name:
Title:
SANDER TRUCKING COMPANY, INC.
By: /s/ AUBREY K. McCLENDON
-------------------------------------
Name:
Title:
20
WHITMIRE DOZER SERVICE, INC.
By: /s/ AUBREY K. McCLENDON
-------------------------------------
Name:
Title:
LINDSAY OIL FIELD SUPPLY, INC.
By: /s/ AUBREY K. McCLENDON
-------------------------------------
Name:
Title:
21
CONSENT AND AGREEMENT
The undersigned hereby consents to the provisions of this Agreement
and the transactions contemplated herein, and hereby ratifies and confirms the
Intercompany Subordination Agreement dated as of December 27, 1994 made for the
benefit of Lender, and agrees that the undersigned's obligations and covenants
thereunder are unimpaired hereby and shall remain in full force and effect.
CHESAPEAKE GAS DEVELOPMENT CORPORATION
By: /s/ AUBREY K. McCLENDON
-------------------------------------
Name: Aubrey K. McClendon
Title:
22
CONSENT AND AGREEMENT
The undersigned hereby consents to the provisions of this Agreement
and the transactions contemplated herein, and hereby ratifies and confirms the
Intercompany Subordination Agreement dated as of February 5, 1996 made for the
benefit of Lender, and agrees that the undersigned's obligations and covenants
thereunder are unimpaired hereby and shall remain in full force and effect.
CHESAPEAKE ENERGY MARKETING, INC.
By: /s/ AUBREY K. McCLENDON
-------------------------------------
Name: Aubrey K. McClendon
Title:
23
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein
called this "Amendment") is made as of the 2nd day of April, 1996 by and among
Chesapeake Exploration Limited Partnership, an Oklahoma limited partnership,
("Borrower"), Chesapeake Energy Corporation, a Delaware corporation ("CEC") and
Union Bank ("Lender").
W I T N E S S E T H:
WHEREAS, Borrower (as successor of Chesapeake Exploration Company, an
Oklahoma general partnership), CEC as guarantor and Lender entered into that
certain Amended and Restated Credit Agreement dated as of March 22, 1994, as
amended by that certain First Amendment to Amended and Restated Credit
Agreement dated as of December 27, 1994, that certain Second Amendment to
Amended and Restated Credit Agreement dated as of May 25, 1995, that certain
Third Amendment to Amended and Restated Credit Agreement dated as of February
5, 1996 that certain Agreement dated as of March 7, 1996, that certain
Agreement dated as of March 8, 1996, and that certain Agreement dated as of
March 27, 1996 (as so amended, the "Original Agreement") for the purposes and
consideration therein expressed, pursuant to which Lender became obligated to
make loans to Borrower as therein provided; and
WHEREAS, Borrower, CEC and Lender desire to amend the Original
Agreement as expressly set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Original Agreement, in
consideration of the loans which may hereafter be made by Lender to Borrower,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I.
DEFINITIONS AND REFERENCES
Section 1.1 Terms Defined in the Original Agreement. Unless the
context otherwise requires or unless otherwise expressly defined herein, the
terms defined in the Original Agreement shall have the same meanings whenever
used in this Amendment.
Section 1.2. Other Defined Terms. Unless the context otherwise
requires, the following terms when used in this Amendment shall have the
meanings assigned to them in this Section 1.2.
"Amendment" means this Fourth Amendment to Amended and
Restated Credit Agreement.
"Credit Agreement" means the Original Agreement as amended
hereby.
24
ARTICLE II.
AMENDMENTS TO ORIGINAL AGREEMENT
Section 2.1. Amendments to Definitions.
(a) The definitions of "Indenture" and "Indenture Documents" in
Section 1.01 of the Original Agreement are hereby amended in their entirety to
read as follows:
"'Indenture' means any of (i) that certain Indenture entered
into among CEC, the Subsidiary Guarantors (as defined therein) and the
Trustee, setting forth the terms and conditions of the FORTY-SEVEN
MILLION FIVE HUNDRED THOUSAND DOLLARS ($47,500,000.00) of First
Indenture Notes issued by CEC and the guaranties thereof by the
Subsidiary Guarantors; (ii) that certain Indenture entered into among
CEC, the Subsidiary Guarantors (as defined therein) and the Trustee,
setting forth the terms and conditions of the NINETY MILLION DOLLARS
($90,000,000.00) of Second Indenture Notes issued by CEC and the
guaranties thereof by the Subsidiary Guarantors; or (iii) that certain
Indenture entered into among CEC, the Subsidiary Guarantors (as
defined therein) and the Trustee, setting forth the terms and
conditions of Third Indenture Notes in an amount of up to ONE HUNDRED
TWENTY FIVE MILLION DOLLARS ($125,000,000.00) issued by CEC and the
guaranties thereof by the Subsidiary Guarantors."
"'Indenture Documents' means one or more of the Indenture, the
Indenture Notes, the Offering Memoranda, the warrant agreements and
the purchase agreement or agreements with the purchasers pursuant to
the Offering Memoranda, each of the foregoing in the form of the
drafts attached hereto with such changes thereto as the Lender, the
Trustee and CEC reasonably agree, and any and all other agreements or
documents (and any amendments or supplements thereto or modifications
or restatements thereof) executed or delivered pursuant to the terms
of any Indenture or in connection therewith."
(b) The definitions of "Indenture Notes" and "Offering Memorandum"
in the Original Agreement are deleted and the following definitions of
"Indenture Notes", "Offering Memoranda", and "Third Indenture Notes" are
hereby added to Section 1.01 of the Original Agreement:
"'Indenture Notes' means the First Indenture Notes, the Second
Indenture Notes and the Third Indenture Notes."
"'Offering Memoranda' means (i) the final offering memorandum
dated March 31, 1994 with respect to the First Indenture Notes and
warrants to be issued in connection with the First Indenture Notes;
(ii) the final offering memorandum dated May 18, 1995 with respect to
the Second
2
25
Indenture Notes; and (iii) the prospectus dated April 3, 1996 with
respect to the Third Indenture Notes."
"'Third Indenture Notes' means all of the Senior Notes due
2006 in the aggregate principal amount of up to ONE HUNDRED TWENTY
FIVE MILLION DOLLARS ($125,000,000.00) to be issued by CEC pursuant to
the April 1, 1996 Indenture.
Section 2.2. Amendment to Negative Covenants.
Section 7.11 of the Original Agreement is hereby amended to read as follows:
"7.11. Indenture Notes. No Company will directly or
indirectly, (i) amend or modify any terms of any of the Indenture
Documents (other than amendments or modifications of the type
permitted under Article Nine of any Indenture which would not
otherwise be a Default or Event of Default hereunder), (ii)
repurchase, redeem, prepay, whether optional or, subject to clause
(iii) hereof, mandatory, or defease any of the Indenture Notes (other
than scheduled payments of accrued interest) or (iii) take any action
or fail to take any action which would obligate CEC or any Company to
repurchase, redeem or prepay any of the Indenture Notes other than
scheduled payments of accrued interest and the scheduled mandatory
redemption of 25% of the original principal amount of the First
Indenture Notes on March 1 of 1998, 1999, 2000 and 2001."
Section 2.3. Amendments to Events of Default.
Section 8.01 (k) of the Original Agreement is hereby amended in its
entirety to read as follows:
"(k) Either (i) any principal amount of any of the Indenture
Notes shall be subject to a required repurchase, redemption or
prepayment (including without limitation under or pursuant to Article
Three, Article Four or Article Eight of any Indenture) other than the
scheduled mandatory redemption of 25% of the original payment amount
of the First Indenture Notes on March 1 of 1998, 1999, 2000 and 2001
or (ii) an Event of Default (as defined in any Indenture) shall occur
under any Indenture."
ARTICLE III.
CONDITIONS OF EFFECTIVENESS
Section 3.1 Effective Date. This Amendment shall become effective as
of the date first above written when, and only when, (i) Lender shall have
received, at Lender's office, a counterpart of this Amendment executed and
delivered by Borrower and (ii) Lender shall have received a certificate of the
general partner of Borrower dated the date of this Amendment certifying that
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attached thereto is a true and complete copy of a certificate of authority
adopted by the general partner of Borrower authorizing the execution, delivery
and performance of this Amendment and certifying the names and true signatures
of the officers of Borrower authorized to sign this Amendment, along with such
supporting documents as Lender may reasonably request.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
4.1. Representations and Warranties of Borrower and CEC. In order
to induce Lender to enter into this Amendment, Borrower and CEC represent and
warrant to Lender that:
(a) The representations and warranties contained in
Article V, subsections 5.01 to 5.21, inclusive, of the Original
Agreement are true and correct at and as of the time of the
effectiveness hereof.
(b) Borrower and CEC are duly authorized to execute and
deliver this Amendment and are and will continue to be duly authorized
to borrow monies and to perform their obligations under the Credit
Agreement. Borrower and CEC have duly taken all partnership and
corporate action necessary to authorize the execution and delivery of
this Amendment and to authorize the performance of the obligations of
Borrower and CEC hereunder.
(c) The execution and delivery by Borrower and CEC of
this Amendment, the performance by Borrower and CEC of their
obligations hereunder and the consummation of the transactions
contemplated hereby do not and will not conflict with any provision of
law, statute, rule or regulation or of the partnership agreement of
Borrower or the articles of incorporation and bylaws of CEC, or of any
material agreement, judgment, license, order or permit applicable to
or binding upon Borrower and CEC, or result in the creation of any
lien, charge or encumbrance upon any assets or properties of Borrower
and CEC. Except for those which have been obtained, no consent,
approval, authorization or order of any court or governmental
authority or third party is required in connection with the execution
and delivery by Borrower and CEC of this Amendment or to consummate
the transactions contemplated hereby.
(d) When duly executed and delivered, this Amendment and
the Credit Agreement will each be a legal and binding obligation of
Borrower and CEC, enforceable in accordance with its terms, except as
limited by bankruptcy, insolvency or similar laws of general
application relating to the enforcement of creditors, rights and by
equitable principles of general application.
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(e) The audited annual Consolidated financial statements
of CEC dated as of June 30, 1995, and the unaudited quarterly
Consolidated financial statements of CEC dated as of December 31, 1995
fairly present CEC's Consolidated financial position at such dates and
the Consolidated results of CEC's operations and changes in CEC's
Consolidated cash flow for the respective periods thereof. Copies of
such financial statements have heretofore been delivered to Lender.
Since December 31, 1995, no material adverse change has occurred in
the financial condition or businesses of Borrower or in the
Consolidated financial condition or businesses of CEC.
ARTICLE V.
MISCELLANEOUS
Section 5.1. Ratification of Agreements. The Original Agreement as
hereby amended and each other Loan Document affected hereby are ratified and
confirmed in all respects. Any reference to the Credit Agreement in any Loan
Document shall be deemed to be a reference to the Original Agreement as hereby
amended. The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein or therein, operate as a waiver of any
right, power or remedy of Lender under the Credit Agreement or any other Loan
Document nor constitute a waiver of any provision of the Credit Agreement or
any other Loan Document.
Section 5.2. Survival of Agreements. All representations, warranties,
covenants and agreements of Borrower and CEC herein shall survive the execution
and delivery of this Amendment and the performance hereof, including without
limitation the making or granting of the Loan, and shall further survive until
all of the Obligations are paid in full. All statements and agreements
contained in any certificate or instrument delivered by Borrower or CEC or any
Company hereunder or under the Credit Agreement to Lender shall be deemed to
constitute representations and warranties by, and/or agreements and covenants
of, Borrower and CEC under this Amendment and under the Credit Agreement.
Section 5.3. Loan Documents. This Amendment is a Loan Document, and
all provisions in the Credit Agreement pertaining to Loan Documents apply
hereto.
Section 5.4. Governing Law. This Amendment shall be governed by and
construed in accordance the laws of the State of Texas and any applicable laws
of the United States of America in all respects, including construction,
validity and performance.
Section 5.5. Counterparts. This Amendment may be separately executed
in counterparts and by the different parties hereto in separate counterparts,
each of which when so executed shall be deemed to constitute one and the same
Amendment.
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THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first written above by their duly authorized
officers.
BORROWER:
CHESAPEAKE EXPLORATION LIMITED
PARTNERSHIP
By: CHESAPEAKE OPERATING, INC.,
its general partner
By: /s/ AUBREY K. McCLENDON
----------------------------------
Aubrey K. McClendon, President
LENDER:
UNION BANK
By: /s/ RANDALL L. OSTERBERG
--------------------------------------
Randall L. Osterberg,
Vice President
By: /s/ AUBREY K. McCLENDON
--------------------------------------
By: Aubrey K. Mcclendon
Title:
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CONSENT AND AGREEMENT
Chesapeake Energy Corporation ("CEC") hereby consents to the
provisions of this Amendment and the transactions contemplated herein, and
hereby ratifies and confirms its Amended and Restated Guaranty Agreement dated
as of December 27, 1994 made by CEC for the benefit of Lender, and agrees that
CEC's obligations and covenants thereunder are unimpaired hereby and shall
remain in full force and effect.
IN WITNESS WHEREOF, this Consent and Agreement is executed this 2nd
day of April, 1996.
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. McCLENDON
--------------------------------------
Aubrey K. McClendon,
Chief Executive Officer
30
CONSENT AND AGREEMENT
The undersigned hereby consent to the provisions of this Amendment and
the transactions contemplated herein, and hereby ratify and confirm the
Intercompany Subordination Agreement dated as of March 22, 1994 made for the
benefit of Lender, and agree that the undersigned's obligations and covenants
thereunder are unimpaired hereby and shall remain in full force and effect.
IN WITNESS WHEREOF, this Consent and Agreement is executed this 2nd
day of April, 1996.
CHESAPEAKE EXPLORATION LIMITED
PARTNERSHIP, as successor of
Chesapeake Exploration Company
By: CHESAPEAKE OPERATING, INC., its
general partner
By: /s/ AUBREY K. McCLENDON
-----------------------------------
Aubrey K. McClendon, President
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. McCLENDON
---------------------------------------
Name: Aubrey K. McClendon
Title:
CHESAPEAKE OPERATING, INC.
By: /s/ AUBREY K. McCLENDON
--------------------------------------
Name: Aubrey K. McClendon
Title:
SANDER TRUCKING COMPANY, INC.
By: /s/ AUBREY K. McCLENDON
--------------------------------------
Name: Aubrey K. McClendon
Title:
31
WHITMIRE DOZER SERVICE, INC.
By: /s/ AUBREY K. McCLENDON
--------------------------------------
Name:
Title:
LINDSAY OIL FIELD SUPPLY, INC.
By: /s/ AUBREY K. McCLENDON
--------------------------------------
Name:
Title:
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CONSENT AND AGREEMENT
The undersigned hereby consents to the provisions of this Amendment
and the transactions contemplated herein, and hereby ratifies and confirms the
Intercompany Subordination Agreement dated as of December 27, 1994 made for the
benefit of Lender, and agrees that the undersigned's obligations and covenants
thereunder are unimpaired hereby and shall remain in full force and effect.
IN WITNESS WHEREOF, this Consent and Agreement is executed this 2nd
day of April, 1996.
CHESAPEAKE GAS DEVELOPMENT CORPORATION
By: /s/ AUBREY K. McCLENDON
--------------------------------------
Name:
Title: